Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,September 29, 2013
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             .
Commission file number 1-9444
CEDAR FAIR, L.P.
(Exact name of registrant as specified in its charter)
 
DELAWARE 34-1560655
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
One Cedar Point Drive, Sandusky, Ohio 44870-5259
(Address of principal executive offices) (Zip Code)
(419) 626-0830
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No  o 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x  Accelerated filer o
    
Non-accelerated filer 
o (Do not check if a smaller reporting company)
  Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x
   
Title of Class Units Outstanding As Of AugustNovember 1, 2013
Units Representing
Limited Partner Interests
 55,712,94055,715,198


Table of Contents

CEDAR FAIR, L.P.
INDEX
FORM 10 - Q
 
     
   
   
Item 1.   
   
Item 2.   
   
Item 3.   47-48
   
Item 4.   48
  
   
   
Item 1.   48-49
   
Item 1A.  49
     
Item 5.  49
     
Item 6.   50
  
  51
  
  52



Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 6/30/2013 12/31/2012 7/1/2012 9/29/2013 12/31/2012 9/30/2012
ASSETS     (As restated)     (As restated)
Current Assets:            
Cash and cash equivalents $43,628
 $78,830
 $35,929
 $183,482
 $78,830
 $96,102
Receivables 67,199
 18,192
 42,953
 42,534
 18,192
 29,357
Inventories 45,452
 27,840
 51,236
 29,316
 27,840
 33,593
Current deferred tax asset 28,302
 8,184
 10,345
 8,185
 8,184
 10,345
Income tax refundable 
 
 10,083
 662
 
 10,454
Prepaid advertising 16,614
 1,086
 16,250
Other current assets 17,274
 6,974
 9,339
 8,964
 8,060
 7,443
 218,469
 141,106
 176,135
 273,143
 141,106
 187,294
Property and Equipment:            
Land 296,793
 303,348
 312,460
 298,589
 303,348
 309,257
Land improvements 350,638
 339,081
 349,709
 351,731
 339,081
 347,631
Buildings 584,545
 584,854
 580,702
 584,066
 584,854
 581,513
Rides and equipment 1,506,553
 1,450,231
 1,492,902
 1,506,895
 1,450,231
 1,490,289
Construction in progress 9,498
 28,971
 5,490
 18,990
 28,971
 10,898
 2,748,027
 2,706,485
 2,741,263
 2,760,271
 2,706,485
 2,739,588
Less accumulated depreciation (1,197,126) (1,162,213) (1,119,899) (1,245,597) (1,162,213) (1,183,589)
 1,550,901
 1,544,272
 1,621,364
 1,514,674
 1,544,272
 1,555,999
Goodwill 239,480
 246,221
 243,239
 241,936
 246,221
 247,663
Other Intangibles, net 39,719
 40,652
 40,249
 40,025
 40,652
 40,865
Other Assets 32,326
 47,614
 52,542
 31,269
 47,614
 50,171
 $2,080,895
 $2,019,865
 $2,133,529
 $2,101,047
 $2,019,865
 $2,081,992
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $
 $
 $6,300
 $
 $
Accounts payable 34,339
 10,734
 38,292
 21,877
 10,734
 22,596
Deferred revenue 132,365
 39,485
 108,467
 37,627
 39,485
 34,682
Accrued interest 23,944
 15,512
 16,029
 10,253
 15,512
 7,012
Accrued taxes 10,021
 17,813
 10,740
 39,393
 17,813
 52,404
Accrued salaries, wages and benefits 29,896
 24,836
 37,709
 39,621
 24,836
 36,219
Self-insurance reserves 24,592
 23,906
 23,198
 24,088
 23,906
 23,092
Other accrued liabilities 8,789
 5,916
 8,652
 7,618
 5,916
 10,843
 270,246
 138,202
 243,087
 186,777
 138,202
 186,848
Deferred Tax Liability 154,292
 153,792
 134,108
 157,603
 153,792
 140,113
Derivative Liability 26,772
 32,260
 35,146
 31,646
 32,260
 34,708
Other Liabilities 8,796
 8,980
 7,121
 9,073
 8,980
 7,380
Long-Term Debt:            
Revolving credit loans 58,000
 
 111,000
Term debt 622,125
 1,131,100
 1,140,100
 622,125
 1,131,100
 1,131,100
Notes 901,431
 401,080
 400,647
 901,606
 401,080
 400,676
 1,581,556
 1,532,180
 1,651,747
 1,523,731
 1,532,180
 1,531,776
Commitments and Contingencies (Note 10) 
 
 
 
 
 
Partners’ Equity:            
Special L.P. interests 5,290
 5,290
 5,290
 5,290
 5,290
 5,290
General partner 
 1
 
 2
 1
 1
Limited partners, 55,713, 55,618 and 55,517 units outstanding at June 30, 2013, December 31, 2012 and July 1, 2012, respectively 49,986
 177,660
 88,757
Limited partners, 55,714, 55,618 and 55,519 units outstanding at September 29, 2013, December 31, 2012 and September 30, 2012, respectively 206,428
 177,660
 207,933
Accumulated other comprehensive loss (16,043) (28,500) (31,727) (19,503) (28,500) (32,057)
 39,233
 154,451
 62,320
 192,217
 154,451
 181,167
 $2,080,895
 $2,019,865
 $2,133,529
 $2,101,047
 $2,019,865
 $2,081,992
    
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

3

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per unit amounts)
 Three months ended Six months ended Twelve months ended Three months ended Nine months ended Twelve months ended
 6/30/2013 7/1/2012 6/30/2013 7/1/2012 6/30/2013 7/1/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
Net revenues:   (As restated)   (As restated)   (As restated)   (As restated)   (As restated)   (As restated)
Admissions $202,536
 $201,866
 $222,559
 $213,536
 $621,092
 $638,347
 $339,655
 $319,607
 $562,214
 $533,143
 $641,140
 $624,030
Food, merchandise and games 119,840
 121,335
 136,532
 133,867
 344,879
 367,532
 180,408
 171,336
 316,940
 305,203
 353,951
 347,374
Accommodations and other 39,244
 34,405
 44,328
 38,401
 120,098
 97,038
 72,013
 62,502
 116,341
 100,903
 129,609
 112,690

 361,620
 357,606
 403,419
 385,804
 1,086,069
 1,102,917
 592,076
 553,445
 995,495
 939,249
 1,124,700
 1,084,094
Costs and expenses:                        
Cost of food, merchandise and games revenues 31,053
 32,486
 36,090
 36,573
 94,565
 97,407
 45,843
 47,353
 81,933
 83,926
 93,055
 96,002
Operating expenses 141,284
 146,236
 217,941
 217,521
 451,823
 458,266
 170,394
 163,311
 388,335
 380,832
 458,906
 460,125
Selling, general and administrative 45,767
 44,511
 66,806
 62,495
 142,622
 144,773
 58,727
 52,993
 125,533
 115,488
 148,356
 145,788
Depreciation and amortization 46,032
 47,909
 50,818
 51,988
 125,136
 130,416
 57,495
 60,223
 108,313
 112,211
 122,408
 127,191
Gain on sale of other assets 
 
 
 
 (6,625) 
 (8,743) 
 (8,743) 
 (15,368) 
Loss (gain) on impairment / retirement of fixed assets, net 29
 (862) 629
 (770) 31,735
 10,389
Loss on impairment / retirement of fixed assets, net 1,637
 25,000
 2,266
 24,230
 8,372
 34,509

 264,165
 270,280
 372,284
 367,807
 839,256
 841,251
 325,353
 348,880
 697,637
 716,687
 815,729
 863,615
Operating income 97,455
 87,326
 31,135
 17,997
 246,813
 261,666
 266,723
 204,565
 297,858
 222,562
 308,971
 220,479
Interest expense 25,861
 30,236
 51,624
 57,039
 105,204
 130,927
 25,529
 26,863
 77,153
 83,902
 103,870
 116,437
Net effect of swaps (2,273) (173) 6,938
 (1,143) 6,589
 (14,717) 1,377
 (175) 8,315
 (1,318) 8,141
 (10,930)
Loss on early debt extinguishment 
 
 34,573
 
 34,573
 
 
 
 34,573
 
 34,573
 
Unrealized/realized foreign currency loss 14,886
 9,301
 23,844
 1,109
 13,737
 14,863
Unrealized/realized foreign currency (gain) loss (8,615) (15,035) 15,229
 (13,926) 20,157
 (18,721)
Other income (69) (2) (109) (18) (159) (305) (17) (13) (126) (31) (163) (68)
Income (loss) before taxes 59,050
 47,964
 (85,735) (38,990) 86,869
 130,898
Provision (benefit) for taxes 11,660
 11,381
 (23,999) (10,158) 17,917
 13,790
Net income (loss) 47,390
 36,583
 (61,736) (28,832) 68,952
 117,108
Net income (loss) allocated to general partner 
 1
 (1) 
 
 2
Net income (loss) allocated to limited partners $47,390
 $36,582
 $(61,735) $(28,832) $68,952
 $117,106
Income before taxes 248,449
 192,925
 162,714
 153,935
 142,393
 133,761
Provision for taxes 58,025
 51,912
 34,026
 41,754
 24,030
 27,858
Net income 190,424
 141,013
 128,688
 112,181
 118,363
 105,903
Net income allocated to general partner 2
 1
 1
 1
 1
 1
Net income allocated to limited partners $190,422
 $141,012
 $128,687
 $112,180
 $118,362
 $105,902
                        
Net income (loss) $47,390
 $36,583
 $(61,736) $(28,832) $68,952
 $117,108
Net income $190,424
 $141,013
 $128,688
 $112,181
 $118,363
 $105,903
Other comprehensive income (loss), (net of tax):                        
Cumulative foreign currency translation adjustment 1,592
 481
 1,893
 (688) 2,950
 733
 (699) (563) 1,194
 (1,251) 2,814
 (2,672)
Unrealized income (loss) on cash flow hedging derivatives 1,679
 (2,370) 10,564
 (2,031) 12,735
 (3,854) (2,761) (234) 7,803
 (1,798) 9,740
 (397)
Other comprehensive income (loss), (net of tax) 3,271
 (1,889) 12,457
 (2,719) 15,685
 (3,121) (3,460) (797) 8,997
 (3,049) 12,554
 (3,069)
Total comprehensive income (loss) $50,661
 $34,694
 $(49,279) $(31,551) $84,637
 $113,987
Total comprehensive income $186,964
 $140,216
 $137,685
 $109,132
 $130,917
 $102,834
Basic earnings per limited partner unit:                        
Weighted average limited partner units outstanding 55,484
 55,481
 55,464
 55,433
 55,446
 55,389
 55,485
 55,611
 55,472
 55,473
 55,460
 55,440
Net income (loss) per limited partner unit $0.85
 $0.66
 $(1.11) $(0.52) $1.24
 $2.11
Net income per limited partner unit $3.43
 $2.54
 $2.32
 $2.02
 $2.13
 $1.91
Diluted earnings per limited partner unit:                        
Weighted average limited partner units outstanding 55,822
 55,818
 55,464
 55,433
 55,791
 55,844
 55,863
 55,992
 55,803
 55,848
 55,804
 55,887
Net income (loss) per limited partner unit $0.85
 $0.66
 $(1.11) $(0.52) $1.24
 $2.10
Net income per limited partner unit $3.41
 $2.52
 $2.31
 $2.01
 $2.12
 $1.89
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

4

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ EQUITY
FOR THE SIXNINE MONTHS ENDED JUNE 30,SEPTEMBER 29, 2013
(In thousands)

Six months endedNine months ended
6/30/139/29/13
Limited Partnership Units Outstanding  
Beginning balance55,618
55,618
Limited partnership unit options exercised2
3
Issuance of limited partnership units as compensation93
93
55,713
55,714
Limited Partners’ Equity  
Beginning balance$177,660
$177,660
Net loss(61,735)
Partnership distribution declared ($1.25 per limited partnership unit)(69,639)
Net income128,687
Partnership distribution declared ($1.88 per limited partnership unit)(104,458)
Expense recognized for limited partnership unit options457
680
Limited partnership unit options exercised28
43
Tax effect of units involved in option exercises and treasury unit transactions(130)(148)
Issuance of limited partnership units as compensation3,345
3,964
49,986
206,428
General Partner’s Equity  
Beginning balance1
1
Net loss(1)
Net income1

2
Special L.P. Interests5,290
5,290
Accumulated Other Comprehensive Income (Loss)  
Cumulative foreign currency translation adjustment:  
Beginning balance(2,751)(2,751)
Current period activity, net of tax ($1,090)1,893
Current period activity, net of tax ($689)1,194
(858)(1,557)
Unrealized loss on cash flow hedging derivatives:  
Beginning balance(25,749)(25,749)
Current period activity, net of tax ($1,861)10,564
Current period activity, net of tax ($1,125)7,803
(15,185)(17,946)
(16,043)(19,503)
Total Partners’ Equity$39,233
$192,217






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


5

Table of Contents

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

 Six months ended Twelve months ended Nine months ended Twelve months ended
 6/30/2013 7/1/2012 6/30/2013 7/1/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES   (As restated)   (As restated)   (As restated)   (As restated)
Net income (loss) $(61,736) (28,832) $68,952
 $117,108
Adjustments to reconcile net income (loss) to net cash from operating activities:        
Net income $128,688
 112,181
 $118,363
 $105,903
Adjustments to reconcile net income to net cash from operating activities:        
Depreciation and amortization 50,818
 51,988
 125,136
 130,416
 108,313
 112,211
 122,408
 127,191
Loss on early debt extinguishment 34,573
 
 34,573
 
 34,573
 
 34,573
 
Loss (gain) on impairment / retirement of fixed assets, net 629
 (770) 31,735
 10,389
Loss on impairment / retirement of fixed assets, net 2,266
 24,230
 8,372
 34,509
Gain on sale of other assets 
 
 (6,625) 
 (8,743) 
 (15,368) 
Net effect of swaps 6,938
 (1,143) 6,589
 (14,717) 8,315
 (1,318) 8,141
 (10,930)
Non-cash expense 30,591
 8,810
 26,932
 31,513
Non-cash expense (income) 23,875
 (3,006) 32,245
 (608)
Net change in working capital 41,511
 30,399
 11,693
 (26,135) 16,031
 23,243
 (6,769) 7,940
Net change in other assets/liabilities (20,768) 4,153
 3,721
 8,341
 3,637
 9,203
 22,883
 8,549
Net cash from operating activities 82,556
 64,605
 302,706
 256,915
 316,955
 276,744
 324,848
 272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES                
Sale of other assets 
 1,173
 14,885
 1,173
 15,297
 1,173
 30,182
 1,173
Capital expenditures (79,189) (64,880) (108,995) (103,385) (97,534) (75,810) (116,761) (93,120)
Net cash for investing activities (79,189) (63,707) (94,110) (102,212) (82,237) (74,637) (86,579) (91,947)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES                
Net borrowings (payments) on revolving credit loans 58,000
 111,000
 (53,000) 26,000
Term debt borrowings 630,000
 
 630,000
 
 630,000
 
 630,000
 
Note borrowings 500,000
 
 500,000
 
 500,000
 
 500,000
 
Derivative settlement 
 (50,450) 
 (50,450) 
 (50,450) 
 (50,450)
Term debt payments, including early termination penalties (1,132,675) (16,000) (1,141,675) (36,950) (1,132,675) (25,000) (1,132,675) (25,000)
Distributions paid to partners (69,639) (44,358) (114,093) (89,742) (104,458) (66,565) (126,706) (105,308)
Exercise of limited partnership unit options 28
 47
 57
 53
 43
 47
 43
 53
Payment of debt issuance costs (22,764) 
 (22,758) (723) (22,812) 
 (22,812) (723)
Excess tax benefit from unit-based compensation expense (130) (438) 1,517
 (438) (148) (454) 1,515
 (454)
Net cash for financing activities (37,180) (199) (199,952) (152,250) (130,050) (142,422) (150,635) (181,882)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (1,389) (294) (945) (2,203) (16) 893
 (254) 1,065
CASH AND CASH EQUIVALENTS                
Net increase (decrease) for the period (35,202) 405
 7,699
 250
 104,652
 60,578
 87,380
 (210)
Balance, beginning of period 78,830
 35,524
 35,929
 35,679
 78,830
 35,524
 96,102
 96,312
Balance, end of period $43,628
 $35,929
 $43,628
 $35,929
 $183,482
 $96,102
 $183,482
 $96,102
SUPPLEMENTAL INFORMATION                
Cash payments for interest expense $40,734
 $52,617
 $90,000
 $129,692
 $78,852
 $86,018
 $94,717
 $114,470
Interest capitalized 1,021
 1,826
 1,365
 2,867
 1,175
 1,984
 1,406
 2,951
Cash payments for income taxes, net of refunds 4,426
 2,204
 4,005
 7,309
 11,746
 8,761
 4,768
 8,876
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

6

Table of Contents

CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED JUNE 30,SEPTEMBER 29, 2013 AND JULY 1,SEPTEMBER 30, 2012
The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.
Due to the highly seasonal nature of the Partnership’s amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding fiscal twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012 to accompany the quarterly results. Because amounts for the fiscal twelve months ended June 30,September 29, 2013 include actual 2012 season operating results, they may not be indicative of 2013 full calendar year operations.

(1) Significant Accounting and Reporting Policies:
The Partnership’s unaudited condensed consolidated financial statements for the periods ended June 30,September 29, 2013 and July 1,September 30, 2012 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, 2012, which were included in the Form 10-K/A filed on May 10, 2013. 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/A referred to above.
Property and Equipment
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 generally capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The unit method is used for all individual assets.
Change in Depreciation Method
Effective January 1, 2013, the Partnership changed its method of depreciation 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 from the composite method to the unit method.
Historically, the Partnership had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.
In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for all assets. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. This prospective application resulted in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.
The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended June 30,September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.




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New Accounting Pronouncements

In January 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,” which clarifies that ordinary trade receivables and receivables are not in the scope of Accounting Standards Update 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, Update 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Codification or subject to a master netting arrangement or similar agreement. WeThe Partnership adopted this guidance during the first quarter of 2013 and it did not impact the Partnership'sits consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires an entity to present information about significant items reclassified out of Accumulated Other Comprehensive Income ("AOCI") by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. We adopted this guidance during the first quarter of 2013 and it did not impact the Partnership's consolidated financial statements. The Partnership has elected to present movements out of Other Comprehensive Income ("OCI") via an additional disclosure in the notes to the consolidated financial statements.

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

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

The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as other information about those obligations. The amendments in the Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, however early adoption is permitted. We doThe Partnership does not anticipate this guidance having a material impact on the Partnership'sits consolidated financial statements.

In MarchOn July 17, 2013, the FASB issued ASU 2013-05, “Parent's2013-10 "Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the FASB Emerging Issues Task Force)". The ASU amends ASC 815 to allow entities to use the Fed Funds Effective Swap Rate, in addition to U.S. Treasury rates and LIBOR, as a benchmark interest rate in accounting for CTA upon Derecognitionfair value and cash flow hedges in the United States. The ASU also eliminates the provision from ASC 815-20-25-6 that prohibits the use of Certain Subsidiariesdifferent benchmark rates for similar hedges except in rare and justifiable circumstances. The ASU is effective prospectively for qualifying new hedging relationships entered into on or Groupsafter July 17, 2013 (i.e., the ASU’s issuance date), and for hedging relationships redesignated on or after that date. The Partnership adopted this guidance in the third quarter and no material impact on its financial statements occurred.

On July 18, 2013, the FASB issued ASU 2013-11 "Income Taxes (Topic 740): Presentation of Assets within a Foreign Entity.”an Unrecognized Tax Benefit When a reporting entity (parent) ceases to haveNet Operating Loss Carryforward, a controlling financial interest in a subsidiary or group of assets that is a nonprofit activitySimilar Tax Loss, or a business withinTax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)". The ASU provides guidance on financial statement presentation of an unrecognized tax benefit ("UTB") when a foreignnet operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. Under the ASU, an entity the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment ("CTA") into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the salemust present a UTB, or transfer resultsa portion of a UTB, in the completefinancial statements as a reduction to a deferred tax asset ("DTA") for an NOL carryforward, a similar tax loss, or substantially complete liquidationa tax credit carryforward except when:

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

Additionally, the amendments in this Update clarify that the saleIf either of these conditions exists, an investment inentity should present a foreign entity includes both events that resultUTB in the loss of a controlling financial interest in a foreign entity and events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date (sometimes also referred tostatements as a step acquisition). Accordingly,liability and should not net the CTA adjustment should be released into net income uponUTB with a DTA. New recurring disclosures are not required because the occurrenceASU does not affect the recognition or measurement of those events.

uncertain tax positions under ASC 740. The ASU’s amendments in the Update are effective for fiscal years, and interim periods within those years beginning after December 15, 2013, however early adoption is permitted. We doand interim periods within those years. The Partnership does not anticipate this guidance having a material impact on the Partnership'sits consolidated financial statements.

In April 2013, the FASB issued ASU 2013-07, “Presentation of Financial Statements (Topic 205) Liquidation Basis of Accounting,” which requires an entity to prepare financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is imminent when:

a plan for liquidation has been approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties or the entity will return from liquidation, or
a plan for liquidation is imposed by other forces, and the likelihood is remote that the entity will return from liquidation.

If a plan for liquidation was specified in an entity's governing documents at its inception (for example, limited-life entities), then liquidation would be imminent only if the approved plan for liquidation differs from the plan specified at the entity's inception.


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The standard is effective for fiscal years beginning after December 31, 2013, and interim reporting periods therein. Early adoption is permitted. We do not anticipate this guidance having a material impact on the Partnership's consolidated financial statements.

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

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

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

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

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

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






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(4) Goodwill and Other Intangible Assets:
In accordance with the applicable accounting rules, goodwill is not amortized, but, along with indefinite-lived trade-names, is evaluated for impairment on an annual basis or more frequently if indicators of impairment exist. The Partnership's annual testing date is December 31.

The Partnership tested goodwill and other indefinite-lived intangibles for impairment on December 31, 2012 and no impairment was indicated. In September 2011, the FASB issued ASU 2011-08, “Intangibles — Goodwill and Other,” which gives an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is required. WeThe Partnership adopted this guidance during the first quarter of 2012 and it did not impact the Partnership'sits consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” which allows an entity the option to first assess qualitatively whether it is more-likely-than-not that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. The revised standard is effective for annual impairment testing performed for fiscal years beginning after September 15, 2012, however early adoption was permitted. WeThe Partnership adopted this guidance during the third quarter of 2012 and it did not impact the Partnership'sits consolidated financial statements.
A summary of changes in the Partnership’s carrying value of goodwill for the sixnine months ended June 30,September 29, 2013 is as follows:
(In thousands) 
Goodwill
(gross)
 
Accumulated
Impairment
Losses
 
Goodwill
(net)
 
Goodwill
(gross)
 
Accumulated
Impairment
Losses
 
Goodwill
(net)
Balance at December 31, 2012 $326,089
 $(79,868) $246,221
 $326,089
 $(79,868) $246,221
Foreign currency translation (6,741) 
 (6,741) (4,285) 
 (4,285)
Balance at June 30, 2013 $319,348
 $(79,868) $239,480
Balance at September 29, 2013 $321,804
 $(79,868) $241,936
            

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At June 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 the Partnership’s other intangible assets consisted of the following:
June 30, 2013 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Value
September 29, 2013 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Value
(In thousands)            
Other intangible assets:            
Trade names $39,267
 $
 $39,267
 $39,615
 $
 $39,615
License / franchise agreements 831
 379
 452
 799
 389
 410
Total other intangible assets $40,098
 $379
 $39,719
 $40,414
 $389
 $40,025
            
December 31, 2012            
(In thousands)            
Other intangible assets:            
Trade names $40,222
 $
 $40,222
 $40,222
 $
 $40,222
License / franchise agreements 790
 360
 430
 790
 360
 430
Total other intangible assets $41,012
 $360
 $40,652
 $41,012
 $360
 $40,652
            
July 1, 2012      
September 30, 2012      
(In thousands)            
Other intangible assets:            
Trade names $39,799
 $
 $39,799
 $40,425
 $
 $40,425
License / franchise agreements 790
 340
 450
 790
 350
 440
Total other intangible assets $40,589
 $340
 $40,249
 $41,215
 $350
 $40,865
Amortization expense of other intangible assets for the sixnine months ended June 30,September 29, 2013 and July 1,September 30, 2012 was $19,00029,000 and $18,00029,000, respectively. The estimated amortization expense for the remainder of 2013 is $18,00010,000. Estimated amortization expense is expected to total less than $50,000 in each year from 2013 through 2017.

(5) Long-Term Debt:

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

The Partnership's $405 million of senior unsecured notes pay interest semi-annually in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.

Terms of the 2010 Credit Agreement included a revolving credit facility of a combined $260 million. Under the 2010 Credit Agreement, the Canadian portion of the revolving credit facility had a limit of $15 million. U.S. denominated loans made under the revolving credit facility bore interest at a rate of LIBOR plus 400 basis points (bps) (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility bore interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July 2015, also provided for the issuance of documentary and standby letters of credit. The Amended 2010 Credit Agreement required the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.


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

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

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. Under the 2013 Credit Agreement, the Canadian portion of the revolving credit facility has a sub-limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.

The 2013 Credit Agreement requires the Partnership to maintain specified financial ratios, which if breached for any reason, including a decline in operating results, could result in an event of default under the agreement. The most restrictive of these ratios is the Consolidated Leverage Ratio which is measured quarterly on a trailing-twelve month basis. The Consolidated Leverage Ratio is set at 6.25x consolidated total debt (excluding the revolving debt)-to-Consolidated EBITDA and will remain at that level through the end of the first quarter in 2014, and the ratio will decrease each second quarter beginning with the second quarter of 2014. As of June 30,September 29, 2013, the Partnership’s Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of consolidated EBITDA cushion on the ratio as of the end of the secondthird quarter. The Partnership was in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.

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

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

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

(6) Derivative Financial Instruments:
Derivative financial instruments are used within the Partnership’s overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, the Partnership is exposed to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believes poses minimal credit risk.
The Partnership does not use derivative financial instruments for trading purposes.
In September 2010 the Partnership entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps

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from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, the Partnership determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this

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ineffectiveness, gains of $7.2 million recorded in accumulated other comprehensive income (AOCI) through the date of de-designation are being amortized through December 2015.
In March 2011, the Partnership entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to the Partnership's earnings and recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.
In May 2011, the Partnership entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.
As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, resulting in no hedging relationship for these swaps. On March 4, 2013, the Partnership entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The September 2010 swaps, the March 2011 swaps, and the March 2013 swapsCombination Swaps, which were jointly designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.331%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million. Amounts in Accumulated Other Comprehensive Income (“AOCI”) at the time of de-designation related to these swaps was $26.1 million. This amount is being amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.
During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%.
The fair market value of the September 2010 swaps, the March 2011 swaps, and the March 2013 swapsderivative portfolio at June 30,September 29, 2013 was a liability of $20.131.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet. The May 2011 swaps had a fair market value of $6.7 million as of June 30, 2013 and was recorded in “Derivative Liability” on the condensed consolidated balance sheet.
In 2007, the Partnership entered into two cross-currency swap agreements, which effectively converted $268.7 million of term debt at the time, and the associated interest payments, related to its wholly owned Canadian subsidiary from variable U.S. dollar denominated debt to fixed-rate Canadian dollar denominated debt. The Partnership originally designated these cross-currency swaps as foreign currency cash flow hedges. Cash flows related to these swap agreements were included in interest expense over the term of the agreement. These swap agreements expired in February 2012.
In May 2011 and July 2011, the Partnership entered into several foreign currency swap agreements to fix the exchange rate on approximately 75% of the termination payment associated with the cross-currency swap agreements that expired in February 2012. The Partnership did not seek hedge accounting treatment on these foreign currency swaps, and as such, changes in fair value of the swaps flowed directly through earnings along with changes in fair value on the related, de-designated cross-currency swaps. In February 2012, all of the cross-currency and related currency swap agreements were settled for $50.5 million.

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Fair Value of Derivative Instruments in Condensed Consolidated Balance Sheet:
(In thousands): 
Condensed Consolidated
Balance Sheet Location
 Fair Value as of Fair Value as of Fair Value as of
June 30, 2013 December 31, 2012 July 1, 2012
(In thousands) 
Condensed Consolidated
Balance Sheet Location
 Fair Value as of Fair Value as of Fair Value as of
September 29, 2013 December 31, 2012 September 30, 2012
Derivatives designated as hedging instruments:            
Interest rate swaps Derivative Liability (20,122) (32,260) (35,146) Derivative Liability $(5,483) $(32,260) $(34,708)
Total derivatives designated as hedging instruments $(20,122) $(32,260) $(35,146) $(5,483) $(32,260) $(34,708)
Derivatives not designated as hedging instruments:            
Interest rate swaps Derivative Liability $(6,650) $
 $
 Derivative Liability $(26,163) $
 $
Total derivatives not designated as hedging instruments $(6,650) $
 $
 $(26,163) $
 $
Net derivative liability $(26,772) $(32,260) $(35,146) $(31,646) $(32,260) $(34,708)
 
The following table presents our September 2010 swaps, March 2011 swaps,2013 forwards which mature December 31, 2018, and the Combination Swaps and May 2011 swaps, and March 2013 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.
Interest Rate SwapsInterest Rate Swaps
(
 

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended Three months ended Three months ended Three months ended Three months ended Three months ended Three months ended Three months ended Three months ended Three months ended Three months ended
6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $
 $(2,866) Interest Expense $
 $(3,221) Net effect of swaps $3,268
 $
 $(5,483) $438
 Interest Expense $
 $(2,990) Net effect of swaps $
 $
                        

14


(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
 Three months ended Three months ended Three months ended Three months ended
  6/30/13 7/1/12   9/29/13 9/30/12
Interest rate swaps (1)
 Net effect of swaps 992
 
 Net effect of swaps 609
 
 $992
 $
 $609
 $
        
(1)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

14


During the quarter ended June 30,September 29, 2013, in addition to gains of $3.3 million and $1.00.6 million recognized in income on the ineffective portion of derivatives and on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a benefitcharge to earnings of $2.31.4 million recorded in “Net effect of swaps.”

For the three-month period ended July 1,September 30, 2012, $0.2 million of expenseincome representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of $0.2 million recorded in “Net effect of swaps.”


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the six-monthnine-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Six months ended Six months ended Six months ended Six months ended Six months ended Six months ended Nine months ended Nine months ended Nine months ended Nine months ended Nine months ended Nine months ended
6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $2,266
 $(2,746) Interest Expense $(2,797) $(6,014) Net effect of swaps $3,703
 $
 $(3,217) $(2,308) Interest Expense $(2,797) $(9,004) Net effect of swaps $3,703
 $
                        
(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
 Six months ended Six months ended Nine months ended Nine months ended
  6/30/13 7/1/12   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999) Net effect of swaps $
 $(4,999)
Foreign currency swaps
 Net effect of swaps 
 6,278
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps (479) 
 Net effect of swaps 130
 
 $(479) $1,279
 $130
 $1,279
        
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
During the six-monthnine-month period ended June 30,September 29, 2013, in addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.34.3 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter.period. The effect of these amounts resulted in a charge to earnings of $6.98.3 million recorded in “Net effect of swaps.”

For the six-monthnine-month period ended July 1,September 30, 2012, in addition to the $1.3 million gain recognized in income on the ineffective portion of derivatives noted in the tables above, $0.40.2 million of expense representing the amortization of amounts in AOCI for the swaps and $0.2 million of foreign currency gain in the quarterperiod related to the U.S. dollar denominated Canadian term loan were

15


recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of $1.11.3 million recorded in “Net effect of swaps.”









15


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
(In thousands): 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
(In thousands) 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended Twelve months ended
6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $5,152
 $(18,396) Interest Expense $(8,810) $(9,037) Net effect of swaps $3,703
 $20,193
 $(769) $(873) Interest Expense $(5,820) $(12,027) Net effect of swaps $3,703
 $4,797
                        

(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended Twelve months ended Twelve months ended
  6/30/13 7/1/12   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps 
 9,139
 Net effect of swaps 
 (4,483)
Foreign currency swaps Net effect of swaps 
 (3,081) Net effect of swaps 
 10,129
Interest rate swaps (2)
 Net effect of swaps $(479) $
 Net effect of swaps $130
 $
 $(479) $6,058
 $130
 $5,646
        
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
In addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain recognized in income on the ineffective portion of derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.04.1 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended June 30,September 29, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of $6.68.1 million recorded in “Net effect of swaps.”
For the twelve monthtwelve-month period ending July 1,September 30, 2012, in addition to the $20.24.8 million gain recognized in income on the ineffective portion of derivatives designated as derivatives and $6.15.6 million of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above, $11.30.1 million of expenseincome representing the amortization of amounts in AOCI for the swaps and a $0.30.4 million foreign currency lossgain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended July 1,September 30, 2012 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $14.710.9 million recorded in “Net effect of swaps.”
The amounts reclassified from AOCI into income for the periods noted above are primarily the result of the Partnership’s initial three-year requirement to swap at least 75% of its aggregate term debt to fixed rates under the terms of the Amended 2010 Credit Agreement.
 

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


16


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 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 on a recurring basis:
 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
June 30, 2013        
September 29, 2013        
(In thousands)                
Interest rate swap agreements (1)
 $(20,122) $
 $(20,122) $
 $(5,483) $
 $(5,483) $
Interest rate swap agreements (2)
 (6,650) 
 (6,650) 
 (26,163) 
 (26,163) 
Net derivative liability $(26,772) $
 $(26,772) $
 $(31,646) $
 $(31,646) $
                
December 31, 2012                
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
 $(32,260) $
 $(32,260) $
                
July 1, 2012        
September 30, 2012        
Interest rate swap agreements (1)
 $(35,146) $
 $(35,146) $
 $(34,708) $
 $(34,708) $
Net derivative liability $(35,146) $
 $(35,146) $
 $(34,708) $
 $(34,708) $
(1)Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet
(2)Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.70.9 million as of June 30,September 29, 2013.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.
There were no assets measured at fair value on a non-recurring basis at June 30,September 29, 2013 or July 1,September 30, 2012, except for as described below.
At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million during the quarter.
The fair value of term debt at June 30,September 29, 2013 was approximately $630.0627.6 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at June 30,September 29, 2013 was approximately $913.2922.0 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.


17


(8) Earnings per Unit:
Net income (loss) per limited partner unit is calculated based on the following unit amounts:
 Three months ended Six months endedTwelve months ended Three months ended Nine months endedTwelve months ended
 6/30/2013 7/1/2012 6/30/2013 7/1/20126/30/2013 7/1/2012 9/29/2013 9/30/2012 9/29/2013 9/30/20129/29/2013 9/30/2012
 (In thousands except per unit amounts) (In thousands except per unit amounts)
Basic weighted average units outstanding 55,484
 55,481
 55,464
 55,433
55,446
 55,389
 55,485
 55,611
 55,472
 55,473
55,460
 55,440
Effect of dilutive units:                    
Unit options and restricted unit awards 152
 2
 
 
84
 3
 189
 45
 146
 42
120
 31
Phantom units 186
 335
 
 
261
 452
 189
 336
 185
 333
224
 416
Diluted weighted average units outstanding 55,822
 55,818
 55,464
 55,433
55,791
 55,844
 55,863
 55,992
 55,803
 55,848
55,804
 55,887
Net income (loss) per unit - basic $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.11
Net income (loss) per unit - diluted $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.10
Net income per unit - basic $3.43
 $2.54
 $2.32
 $2.02
$2.13
 $1.91
Net income per unit - diluted $3.41
 $2.52
 $2.31
 $2.01
$2.12
 $1.89
                      
The effect of unit options on the three, sixnine and twelve months ended June 30,September 29, 2013, had they not been out of the money or antidilutive, would have been zero, 8,9007,000, and 8,5004,000 units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the three, sixnine and twelve months ended July 1,September 30, 2012, had they not been out of the money or antidilutive, would have been 66,000, 31,00034,000 and 41,50036,000 units, respectively.
 
(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the secondthird quarter of 2013 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

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

(11) Restatement:

We haveThe Partnership has made the following correction relating to ourits use of the composite depreciation method.

This correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and twelve monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from ourthe Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with respondinga response to an SEC comment letter. WeThe Partnership ultimately concluded that such disposition was unusual and that an $8.8 million charge should be reflected in the 2011 financial statements.







18



The tables below reflect the impact on the financial statements of the correction as described above.

Balance Sheet  
(In thousands)7/1/20129/30/2012
Accumulated depreciation  
As filed$(1,111,530)$(1,175,744)
Correction(8,369)(7,845)
As restated$(1,119,899)$(1,183,589)
Total assets  
As filed$2,141,898
$2,089,837
Correction(8,369)(7,845)
As restated$2,133,529
$2,081,992
Deferred Tax Liability  
As filed$137,288
$143,094
Correction(3,180)(2,981)
As restated$134,108
$140,113
Limited Partners' Equity  
As filed$93,946
$212,797
Correction(5,189)(4,864)
As restated$88,757
$207,933








19


Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Six months ended Twelve months ended Three months ended Nine months ended Twelve months ended
 7/1/2012 7/1/2012 7/1/2012 9/30/2012 9/30/2012 9/30/2012
Depreciation and amortization            
As filed $48,330
 $52,409
 $130,837
 $60,747
 $113,156
 $128,136
Correction (421) (421) (421) (524) (945) (945)
As restated $47,909
 $51,988
 $130,416
 $60,223
 $112,211
 $127,191
Loss (gain) on impairment / retirement of fixed assets, net            
As filed $(862) $(770) $1,599
 $25,000
 $24,230
 $25,719
Correction 
 
 8,790
 
 
 8,790
As restated $(862) $(770) $10,389
 $25,000
 $24,230
 $34,509
Income (loss) before tax            
As filed $47,543
 $(39,411) $139,267
 $192,401
 $152,990
 $141,606
Correction 421
 421
 (8,369) 524
 945
 (7,845)
As restated $47,964
 $(38,990) $130,898
 $192,925
 $153,935
 $133,761
Provision (benefit) for taxesProvision (benefit) for taxes     Provision (benefit) for taxes     
As filed $11,221
 $(10,318) $16,970
 $51,713
 $41,395
 $30,839
Correction 160
 160
 (3,180) 199
 359
 (2,981)
As restated $11,381
 $(10,158) $13,790
 $51,912
 $41,754
 $27,858
Net income (loss)Net income (loss)     Net income (loss)     
As filed $36,322
 $(29,093) $122,297
 $140,688
 $111,595
 $110,767
Correction 261
 261
 (5,189) 325
 586
 (4,864)
As restated $36,583
 $(28,832) $117,108
 $141,013
 $112,181
 $105,903
            
Basic earnings per limited partner unit:Basic earnings per limited partner unit:     Basic earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.21
 $2.53
 $2.01
 $2.00
Correction 0.01
 
 (0.10) 0.01
 0.01
 (0.09)
As restated $0.66
 $(0.52) $2.11
 $2.54
 $2.02
 $1.91
            
Diluted earnings per limited partner unit:Diluted earnings per limited partner unit:     Diluted earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.19
 $2.51
 $2.00
 $1.98
Correction 0.01
 
 (0.09) 0.01
 0.01
 (0.09)
As restated $0.66
 $(0.52) $2.10
 $2.52
 $2.01
 $1.89




20


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

The following tables reflect the changes in Accumulated other comprehensive income (loss)Other Comprehensive Income (Loss) related to limited partners' equity for the periodthree-, nine-, and twelve-month periods ended June 30,September 29, 2013:

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)       
   Gains and    
   Losses on Foreign  
   Cash Flow Currency  
   Hedges Items Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
 Other comprehensive      
 income before      
 reclassifications 1,940
 1,893
 3,833
        
 Amounts reclassified      
 from accumulated      
 other comprehensive      
 
income (2)
 8,624
 
 8,624
        
Net current-period other      
comprehensive income 10,564
 1,893
 12,457
        
June 30, 2013 $(15,185) $(858) $(16,043)
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at June 30, 2013 $(15,185) $(858) $(16,043)
        
Other comprehensive income before reclassifications (4,440) (699) (5,139)
        
Amounts reclassified from accumulated other comprehensive income (2)
 1,679
 
 1,679
        
Net current-period other comprehensive income (2,761) (699) (3,460)
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)       
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges      
 Interest rate contracts $10,160
  Net effect of swaps
   $10,160
  Total before tax
   (1,536)  Provision (benefit) for taxes
   $8,624
  Net of tax
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
Other comprehensive income before reclassifications (2,500) 1,194
 (1,306)
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,303
 
 10,303
        
Net current-period other comprehensive income 7,803
 1,194
 8,997
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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


21


 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at September 30, 2012 $(27,686) $(4,371) $(32,057)
        
Other comprehensive income before reclassifications (416) 2,814
 2,398
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,156
 
 10,156
        
Net current-period other comprehensive income 9,740
 2,814
 12,554
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)          
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges 3 months ended 9/29/13 9 months ended 9/29/13 12 months ended 9/29/13   
 Interest rate contracts $1,986
 $12,146
 $11,972
 Net effect of swaps
   $1,986
 $12,146
 $11,972
 Total before tax
   (307) (1,843) (1,816) Provision (benefit) for taxes
   $1,679
 $10,303
 $10,156
 Net of tax

(1) Amounts in parentheses indicate debits.

2122



(13) Consolidating Financial Information of Guarantors and Issuers:

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

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of June 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 and for the three, sixnine and twelve month periods ended June 30,September 29, 2013 and July 1,September 30, 2012. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, we havethe Partnership has included the accompanying condensed consolidating financial statements.

Since Cedar Fair, L.P., Cedar Canada and Magnum are co-issuers of the notes and co-borrowers under the 2013 Credit Agreement, all outstanding debt has been equally reflected within each co-issuer's June 30,September 29, 2013, December 31, 2012 and July 1,September 30, 2012 balance sheets in the accompanying condensed consolidating financial statements.

The consolidating financial information has been corrected for the information described in Note 11.
  

22


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $
 $
 $21,745
 $27,904
 $(6,021) $43,628
Receivables 2,960
 89,760
 86,590
 517,925
 (630,036) 67,199
Inventories 
 4,639
 4,182
 36,631
 
 45,452
Current deferred tax asset 
 23,822
 816
 3,664
 
 28,302
Prepaid advertising 
 9,181
 1,579
 5,854
 
 16,614
Other current assets 620
 2,259
 487
 13,908
 
 17,274
  3,580
 129,661
 115,399
 605,886
 (636,057) 218,469
Property and Equipment (net) 463,783
 994
 250,249
 835,875
 
 1,550,901
Investment in Park 447,080
 735,017
 129,942
 38,992
 (1,351,031) 
Goodwill 9,061
 
 119,201
 111,218
 
 239,480
Other Intangibles, net 
 
 16,880
 22,839
 
 39,719
Deferred Tax Asset 
 34,028
 
 90
 (34,118) 
Intercompany Receivable 874,125
 1,123,159
 1,165,828
 
 (3,163,112) 
Other Assets 13,605
 9,382
 7,112
 2,227
 
 32,326
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 155,522
 208,924
 7,971
 285,379
 (623,457) 34,339
Deferred revenue 
 
 18,719
 113,646
 
 132,365
Accrued interest 5,189
 3,563
 15,192
 
 
 23,944
Accrued taxes 6,534
 458
 181
 2,848
 
 10,021
Accrued salaries, wages and benefits 1
 18,642
 2,153
 9,100
 
 29,896
Self-insurance reserves 
 5,535
 1,727
 17,330
 
 24,592
Other accrued liabilities 860
 4,421
 715
 2,793
 
 8,789
  174,406
 247,843
 52,958
 431,096
 (636,057) 270,246
Deferred Tax Liability 
 
 61,544
 126,866
 (34,118) 154,292
Derivative Liability 16,039
 10,733
 
 
 
 26,772
Other Liabilities 
 5,296
 
 3,500
 
 8,796
Long-Term Debt:            
Revolving credit loans 58,000
 58,000
 58,000
 
 (116,000) 58,000
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,431
 901,431
 901,431
 
 (1,802,862) 901,431
  1,581,556
 1,581,556
 1,581,556
 
 (3,163,112) 1,581,556
             
Equity 39,233
 186,813
 108,553
 1,055,665
 (1,351,031) 39,233
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895


23


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
Receivables 12
 124,478
 70,303
 589,797
 (742,056) 42,534
Inventories 
 1,578
 2,090
 25,648
 
 29,316
Current deferred tax asset 
 3,708
 816
 3,661
 
 8,185
Income tax refundable 
 
 662
 
 
 662
Other current assets 995
 3,558
 613
 3,798
 
 8,964
  134,007
 135,615
 110,671
 634,906
 (742,056) 273,143
Property and Equipment (net) 450,205
 985
 248,484
 815,000
 
 1,514,674
Investment in Park 548,241
 824,356
 143,548
 81,719
 (1,597,864) 
Goodwill 9,061
 
 121,657
 111,218
 
 241,936
Other Intangibles, net 
 
 17,228
 22,797
 
 40,025
Deferred Tax Asset 
 30,316
 
 90
 (30,406) 
Intercompany Receivable 877,010
 1,069,069
 1,113,983
 
 (3,060,062) 
Other Assets 13,196
 9,031
 6,902
 2,140
 
 31,269
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 281,983
 159,781
 7,802
 314,367
 (742,056) 21,877
Deferred revenue 
 
 1,951
 35,676
 
 37,627
Accrued interest 2,677
 1,593
 5,983
 
 
 10,253
Accrued taxes 5,413
 29,386
 
 4,594
 
 39,393
Accrued salaries, wages and benefits 1
 27,622
 2,154
 9,844
 
 39,621
Self-insurance reserves 
 5,545
 1,896
 16,647
 
 24,088
Other accrued liabilities 991
 4,077
 694
 1,856
 
 7,618
  297,365
 234,304
 26,780
 382,984
 (754,656) 186,777
Deferred Tax Liability 
 
 61,143
 126,866
 (30,406) 157,603
Derivative Liability 18,407
 13,239
 
 
 
 31,646
Other Liabilities 
 5,573
 
 3,500
 
 9,073
Long-Term Debt:            
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,606
 901,606
 901,606
 
 (1,803,212) 901,606
  1,523,731
 1,523,731
 1,523,731
 
 (3,047,462) 1,523,731
             
Equity 192,217
 292,525
 150,819
 1,154,520
 (1,597,864) 192,217
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047


24


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2012
(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 $25,000
 $444
 $50,173
 $3,213
 $
 $78,830
Receivables 4
 101,093
 71,099
 498,555
 (652,559) 18,192
Inventories 
 1,724
 2,352
 23,764
 
 27,840
Current deferred tax asset 
 3,705
 816
 3,663
 
 8,184
Other current assets 563
 17,858
 530
 5,490
 (16,381) 8,060
  25,567
 124,824
 124,970
 534,685
 (668,940) 141,106
Property and Equipment (net) 439,506
 1,013
 268,157
 835,596
 
 1,544,272
Investment in Park 485,136
 772,183
 115,401
 53,790
 (1,426,510) 
Goodwill 9,061
 
 125,942
 111,218
 
 246,221
Other Intangibles, net 
 
 17,835
 22,817
 
 40,652
Deferred Tax Asset 
 36,443
 
 90
 (36,533) 
Intercompany Receivable 877,612
 1,070,125
 1,116,623
 
 (3,064,360) 
Other Assets 22,048
 14,832
 8,419
 2,315
 
 47,614
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $147,264
 $213,279
 $16,101
 $286,649
 $(652,559) $10,734
Deferred revenue 
 
 4,996
 34,489
 
 39,485
Accrued interest 98
 64
 15,350
 
 
 15,512
Accrued taxes 4,518
 
 6,239
 23,437
 (16,381) 17,813
Accrued salaries, wages and benefits 
 17,932
 1,214
 5,690
 
 24,836
Self-insurance reserves 
 5,528
 1,754
 16,624
 
 23,906
Other accrued liabilities 1,110
 2,502
 140
 2,164
 
 5,916
  152,990
 239,305
 45,794
 369,053
 (668,940) 138,202
Deferred Tax Liability 
 
 63,460
 126,865
 (36,533) 153,792
Derivative Liability 19,309
 12,951
 
 
 
 32,260
Other Liabilities 
 5,480
 
 3,500
 
 8,980
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 401,080
 401,080
 401,080
 
 (802,160) 401,080
  1,532,180
 1,532,180
 1,532,180
 
 (3,064,360) 1,532,180
             
Equity 154,451
 229,504
 135,913
 1,061,093
 (1,426,510) 154,451
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865

24


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
July 1, 2012 (As restated)
(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 $
 $
 $13,974
 $27,476
 $(5,521) $35,929
Receivables 
 71,210
 64,931
 436,324
 (529,512) 42,953
Inventories 
 4,861
 4,663
 41,712
 
 51,236
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Prepaid advertising 
 10,181
 596
 5,473
 
 16,250
Income tax refundable 
 
 10,083
 
 
 10,083
Other current assets 800
 2,971
 908
 4,660
 
 9,339
  800
 95,462
 95,927
 518,979
 (535,033) 176,135
Property and Equipment (net) 465,146
 1,025
 272,511
 882,682
 
 1,621,364
Investment in Park 471,253
 701,181
 114,053
 21,834
 (1,308,321) 
Intercompany Note Receivable 
 86,362
 
 
 (86,362) 
Goodwill 9,061
 
 122,960
 111,218
 
 243,239
Other Intangibles, net 
 
 17,412
 22,837
 
 40,249
Deferred Tax Asset 
 43,471
 
 
 (43,471) 
Intercompany Receivable 880,971
 1,186,016
 1,236,507
 
 (3,303,494) 
Other Assets 24,678
 16,454
 9,010
 2,400
 
 52,542
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $108,234
 $233,508
 $14,320
 $217,263
 $(535,033) $38,292
Deferred revenue 
 
 19,946
 88,521
 
 108,467
Accrued interest 481
 195
 15,353
 
 
 16,029
Accrued taxes 7,083
 571
 59
 3,027
 
 10,740
Accrued salaries, wages and benefits 1
 26,108
 2,410
 9,190
 
 37,709
Self-insurance reserves 
 4,280
 1,771
 17,147
 
 23,198
Other accrued liabilities 953
 4,489
 935
 2,275
 
 8,652
  116,752
 269,151
 54,794
 337,423
 (535,033) 243,087
Deferred Tax Liability 
 
 58,162
 119,417
 (43,471) 134,108
Derivative Liability 21,090
 14,056
 
 
 
 35,146
Other Liabilities 
 3,621
 
 3,500
 
 7,121
Intercompany Note Payable 
 
 
 86,362
 (86,362) 
Long-Term Debt:            
Revolving credit loans 111,000
 111,000
 111,000
 
 (222,000) 111,000
Term debt 1,140,100
 1,140,100
 1,140,100
 
 (2,280,200) 1,140,100
Notes 400,647
 400,647
 400,647
 
 (801,294) 400,647
  1,651,747
 1,651,747
 1,651,747
 
 (3,303,494) 1,651,747
             
Equity 62,320
 191,396
 103,677
 1,013,248
 (1,308,321) 62,320
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529


25


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)BALANCE SHEET
For the Three Months Ended September 30, 2012June 30, 2013
(As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,925
 $85,358
 $34,954
 $326,473
 $(129,090) $361,620
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 28,059
 
 31,053
Operating expenses 1,408
 52,246
 15,586
 201,134
 (129,090) 141,284
Selling, general and administrative 1,222
 26,888
 3,868
 13,789
 
 45,767
Depreciation and amortization 12,891
 9
 6,818
 26,314
 
 46,032
Loss on impairment / retirement of fixed assets, net 
 
 
 29
 
 29
  15,521
 79,143
 29,266
 269,325
 (129,090) 264,165
Operating income 28,404
 6,215
 5,688
 57,148
 
 97,455
Interest expense (income), net 10,210
 7,246
 9,843
 (1,507) 
 25,792
Net effect of swaps (1,378) (895) 
 
 
 (2,273)
Unrealized / realized foreign currency loss 
 
 14,886
 
 
 14,886
Other (income) expense 187
 (2,128) 583
 1,358
 
 
(Income) loss from investment in affiliates (30,875) (15,540) (8,232) 4,649
 49,998
 
Net income (loss) before taxes 50,260
 17,532
 (11,392) 52,648
 (49,998) 59,050
Provision (benefit) for taxes 2,870
 684
 (6,732) 14,838
 
 11,660
Net income (loss) $47,390
 $16,848
 $(4,660) $37,810
 $(49,998) $47,390
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,592
 
 1,592
 
 (1,592) 1,592
Unrealized income on cash flow hedging derivatives 1,679
 503
 
 
 (503) 1,679
Other comprehensive income, (net of tax) 3,271
 503
 1,592
 
 (2,095) 3,271
Total Comprehensive (Income) loss $50,661
 $17,351
 $(3,068) $37,810
 $(52,093) $50,661

  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 $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
Receivables 3
 108,211
 64,153
 478,372
 (621,382) 29,357
Inventories 
 1,584
 2,742
 29,267
 
 33,593
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Income tax refundable 
 
 10,454
 
 
 10,454
Other current assets 929
 2,065
 674
 3,775
 
 7,443
  43,932
 120,362
 119,073
 525,309
 (621,382) 187,294
Property and Equipment (net) 425,747
 1,025
 272,951
 856,276
 
 1,555,999
Investment in Park 572,748
 786,753
 115,271
 60,141
 (1,534,913) 
Goodwill 9,061
 
 127,384
 111,218
 
 247,663
Other Intangibles, net 
 
 18,039
 22,826
 
 40,865
Deferred Tax Asset 
 39,320
 
 
 (39,320) 
Intercompany Receivable 877,208
 1,069,721
 1,116,623
 
 (3,063,552) 
Other Assets 23,361
 15,580
 8,925
 2,305
 
 50,171
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $210,936
 $116,160
 $29,248
 $287,634
 $(621,382) $22,596
Deferred revenue 
 
 4,544
 30,138
 
 34,682
Accrued interest 735
 195
 6,082
 
 
 7,012
Accrued taxes 5,818
 42,090
 
 4,496
 
 52,404
Accrued salaries, wages and benefits 
 24,864
 2,365
 8,990
 
 36,219
Self-insurance reserves 
 4,751
 1,698
 16,643
 
 23,092
Other accrued liabilities 824
 4,097
 2,417
 3,505
 
 10,843
  218,313
 192,157
 46,354
 351,406
 (621,382) 186,848
Deferred Tax Liability 
 
 59,462
 119,971
 (39,320) 140,113
Derivative Liability 20,801
 13,907
 
 
 
 34,708
Other Liabilities 
 3,880
 
 3,500
 
 7,380
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 400,676
 400,676
 400,676
 
 (801,352) 400,676
  1,531,776
 1,531,776
 1,531,776
 
 (3,063,552) 1,531,776
             
Equity 181,167
 291,041
 140,674
 1,103,198
 (1,534,913) 181,167
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992


26


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $83,285
 $161,866
 $82,265
 $509,467
 $(244,807) $592,076
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,082
 39,761
 
 45,843
Operating expenses 1,669
 76,468
 19,042
 318,022
 (244,807) 170,394
Selling, general and administrative 1,796
 38,083
 4,781
 14,067
 
 58,727
Depreciation and amortization 18,306
 10
 8,979
 30,200
 
 57,495
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 368
 
 1
 1,268
 
 1,637
  22,139
 114,561
 38,885
 394,575
 (244,807) 325,353
Operating income 61,146
 47,305
 43,380
 114,892
 
 266,723
Interest expense (income), net 10,858
 6,901
 9,731
 (1,978) 
 25,512
Net effect of swaps 810
 567
 
 
 
 1,377
Unrealized / realized foreign currency gain 
 
 (8,615) 
 
 (8,615)
Other (income) expense 188
 (2,129) 584
 1,357
 
 
Income from investment in affiliates (146,054) (78,714) (13,606) (40,904) 279,278
 
Net income before taxes 195,344
 120,680
 55,286
 156,417
 (279,278) 248,449
Provision for taxes 4,920
 14,537
 14,390
 24,178
 
 58,025
Net income $190,424
 $106,143
 $40,896
 $132,239
 $(279,278) $190,424
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (699) 
 (699) 
 699
 (699)
Unrealized income (loss) on cash flow hedging derivatives (2,761) (1,202) 
 
 1,202
 (2,761)
Other comprehensive income (loss), (net of tax) (3,460) (1,202) (699) 
 1,901
 (3,460)
Total Comprehensive Income $186,964
 $104,941
 $40,197
 $132,239
 $(277,377) $186,964



27


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 30, 2012 (As restated)
(In thousands)
 Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
                        
Net revenues $43,745
 $77,510
 $41,841
 $315,637
 $(121,127) $357,606
 $79,663
 $141,134
 $88,334
 $464,902
 $(220,588) $553,445
Costs and expenses:                        
Cost of food, merchandise and games revenues 
 
 3,541
 28,945
 
 32,486
 
 
 6,447
 40,906
 
 47,353
Operating expenses 1,438
 52,584
 15,935
 197,406
 (121,127) 146,236
 1,368
 74,191
 18,736
 289,604
 (220,588) 163,311
Selling, general and administrative 1,656
 24,525
 4,295
 14,035
 
 44,511
 1,853
 32,627
 4,822
 13,691
 
 52,993
Depreciation and amortization 13,531
 9
 6,985
 27,384
 
 47,909
 19,209
 10
 9,430
 31,574
 
 60,223
Loss (gain) on impairment / retirement of fixed assets, net (861) 
 (1) 
 
 (862)
Loss on impairment / retirement of fixed assets, net 25,000
 
 
 
 
 25,000
 15,764
 77,118
 30,755
 267,770
 (121,127) 270,280
 47,430
 106,828
 39,435
 375,775
 (220,588) 348,880
Operating income 27,981
 392
 11,086
 47,867
 
 87,326
 32,233
 34,306
 48,899
 89,127
 
 204,565
Interest expense, net 13,067
 8,084
 10,598
 (1,515) 
 30,234
 12,213
 7,258
 9,897
 (2,518) 
 26,850
Net effect of swaps (104) (69) 
 
 
 (173) (104) (71) 
 
 
 (175)
Unrealized / realized foreign currency gain 
 
 9,301
 
 
 9,301
 
 
 (15,035) 
 
 (15,035)
Other (income) expense 188
 (2,041) 512
 1,341
 
 
 186
 (2,043) 512
 1,345
 
 
Income from investment in affiliates (24,476) (16,973) (6,955) (260) 48,664
 
 (125,636) (79,925) (11,355) (45,354) 262,270
 
Income (loss) before taxes 39,306
 11,391
 (2,370) 48,301
 (48,664) 47,964
Provision (benefit) for taxes 2,723
 (1,876) (1,322) 11,856
 
 11,381
Net income (loss) $36,583
 $13,267
 $(1,048) $36,445
 $(48,664) $36,583
Income before taxes 145,574
 109,087
 64,880
 135,654
 (262,270) 192,925
Provision for taxes 4,561
 9,777
 17,181
 20,393
 
 51,912
Net income $141,013
 $99,310
 $47,699
 $115,261
 $(262,270) $141,013
Other comprehensive income (loss), (net of tax):                        
Cumulative foreign currency translation adjustment 481
 
 481
 
 (481) 481
 (563) 
 (563) 
 563
 (563)
Unrealized income on cash flow hedging derivatives (2,370) (775) 
 
 775
 (2,370)
Unrealized income (loss) on cash flow hedging derivatives (234) 48
 
 
 (48) (234)
Other comprehensive income (loss), (net of tax) (1,889) (775) 481
 
 294
 (1,889) (797) 48
 (563) 
 515
 (797)
Total Comprehensive Income (Loss) $34,694
 $12,492
 $(567) $36,445
 $(48,370) $34,694
Total Comprehensive Income $140,216
 $99,358
 $47,136
 $115,261
 $(261,755) $140,216

























27


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $48,243
 $93,729
 $35,243
 $367,983
 $(141,779) $403,419
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 33,096
 
 36,090
Operating expenses 2,831
 73,852
 21,527
 261,510
 (141,779) 217,941
Selling, general and administrative 2,514
 43,501
 4,579
 16,212
 
 66,806
Depreciation and amortization 13,366
 18
 6,818
 30,616
 
 50,818
Loss on impairment / retirement of fixed assets, net 36
 
 478
 115
 
 629
  18,747
 117,371
 36,396
 341,549
 (141,779) 372,284
Operating income (loss) 29,496
 (23,642) (1,153) 26,434
 
 31,135
Interest expense (income), net 20,722
 14,923
 19,607
 (3,737) 
 51,515
Net effect of swaps 4,257
 2,681
 
 
 
 6,938
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 23,844
 
 
 23,844
Other (income) expense 375
 (4,516) 1,383
 2,758
 
 
(Income) loss from investment in affiliates 41,221
 20,100
 (4,712) 25,876
 (82,485) 
Income (loss) before taxes (58,254) (69,611) (41,892) 1,537
 82,485
 (85,735)
Provision (benefit) for taxes 3,482
 (16,981) (15,986) 5,486
 
 (23,999)
Net income (loss) (61,736) (52,630) (25,906) (3,949) 82,485
 (61,736)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,893
 
 1,893
 
 (1,893) 1,893
Unrealized income (loss) on cash flow hedging derivatives 10,564
 3,038
 
 
 (3,038) 10,564
Other comprehensive income (loss), (net of tax) 12,457
 3,038
 1,893
 
 (4,931) 12,457
Total Comprehensive Income (Loss) $(49,279) $(49,592) $(24,013) $(3,949) $77,554
 $(49,279)



28


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the SixNine Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,528
 $255,595
 $117,508
 $877,450
 $(386,586) $995,495
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,076
 72,857
 
 81,933
Operating expenses 4,500
 150,320
 40,569
 579,532
 (386,586) 388,335
Selling, general and administrative 4,310
 81,584
 9,360
 30,279
 
 125,533
Depreciation and amortization 31,672
 28
 15,797
 60,816
 
 108,313
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 404
 
 479
 1,383
 
 2,266
  40,886
 231,932
 75,281
 736,124
 (386,586) 697,637
Operating income 90,642
 23,663
 42,227
 141,326
 
 297,858
Interest expense (income), net 31,580
 21,824
 29,338
 (5,715) 
 77,027
Net effect of swaps 5,067
 3,248
 
 
 
 8,315
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 15,229
 
 
 15,229
Other (income) expense 563
 (6,645) 1,967
 4,115
 
 
Income from investment in affiliates (104,833) (58,614) (18,318) (15,029) 196,794
 
Income before taxes 137,090
 51,069
 13,394
 157,955
 (196,794) 162,714
Provision (benefit) for taxes 8,402
 (2,444) (1,596) 29,664
 
 34,026
Net income $128,688
 $53,513
 $14,990
 $128,291
 $(196,794) $128,688
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,194
 
 1,194
 
 (1,194) 1,194
Unrealized income on cash flow hedging derivatives 7,803
 1,836
 
 
 (1,836) 7,803
Other comprehensive income, (net of tax) 8,997
 1,836
 1,194
 
 (3,030) 8,997
Total Comprehensive Income $137,685
 $55,349
 $16,184
 $128,291
 $(199,824) $137,685



29


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2012 (As restated)
(In thousands)
 Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
                        
Net revenues $45,201
 $80,087
 $42,107
 $343,569
 $(125,160) $385,804
 $124,864
 $221,221
 $130,441
 $808,471
 $(345,748) $939,249
Costs and expenses:                        
Cost of food, merchandise and games revenues 
 
 3,541
 33,032
 
 36,573
 
 
 9,988
 73,938
 
 83,926
Operating expenses 2,773
 73,020
 21,592
 245,296
 (125,160) 217,521
 4,141
 147,211
 40,328
 534,900
 (345,748) 380,832
Selling, general and administrative 2,988
 38,221
 5,055
 16,231
 
 62,495
 4,841
 70,848
 9,877
 29,922
 
 115,488
Depreciation and amortization 14,227
 18
 6,985
 30,758
 
 51,988
 33,436
 28
 16,415
 62,332
 
 112,211
Loss (gain) on impairment / retirement of fixed assets, net (779) 
 9
 
 
 (770)
Loss on impairment / retirement of fixed assets, net 24,221
 
 9
 
 
 24,230
 19,209
 111,259
 37,182
 325,317
 (125,160) 367,807
 66,639
 218,087
 76,617
 701,092
 (345,748) 716,687
Operating income (loss) 25,992
 (31,172) 4,925
 18,252
 
 17,997
Operating income 58,225
 3,134
 53,824
 107,379
 
 222,562
Interest expense, net 24,225
 14,699
 21,001
 (2,904) 
 57,021
 36,438
 21,957
 30,898
 (5,422) 
 83,871
Net effect of swaps 69
 263
 (1,475) 
 
 (1,143) (35) 192
 (1,475) 
 
 (1,318)
Unrealized / realized foreign currency loss 
 
 1,109
 
 
 1,109
Unrealized / realized foreign currency gain 
 
 (13,926) 
 
 (13,926)
Other (income) expense 375
 (5,076) 709
 3,992
 
 
 561
 (7,119) 1,221
 5,337
 
 
(Income) loss from investment in affiliates 26,015
 6,477
 (3,541) 6,803
 (35,754) 
Income (loss) before taxes (24,692) (47,535) (12,878) 10,361
 35,754
 (38,990)
Income from investment in affiliates (99,621) (73,448) (14,896) (38,551) 226,516
 
Income before taxes 120,882
 61,552
 52,002
 146,015
 (226,516) 153,935
Provision (benefit) for taxes 4,140
 (13,548) (3,656) 2,906
 
 (10,158) 8,701
 (3,771) 13,525
 23,299
 
 41,754
Net income (loss) $(28,832) $(33,987) $(9,222) $7,455
 $35,754
 $(28,832)
Net income $112,181
 $65,323
 $38,477
 $122,716
 $(226,516) $112,181
Other comprehensive income (loss), (net of tax):                        
Cumulative foreign currency translation adjustment (688) 
 (688) 
 688
 (688) (1,251) 
 (1,251) 
 1,251
 (1,251)
Unrealized income on cash flow hedging derivatives (2,031) (677) 21
 
 656
 (2,031)
Unrealized income (loss) on cash flow hedging derivatives (1,798) (629) 21
 
 608
 (1,798)
Other comprehensive income (loss), (net of tax) (2,719) (677) (667) 
 1,344
 (2,719) (3,049) (629) (1,230) 
 1,859
 (3,049)
Total Comprehensive Income (loss) $(31,551) $(34,664) $(9,889) $7,455
 $37,098
 $(31,551)
Total Comprehensive Income $109,132
 $64,694
 $37,247
 $122,716
 $(224,657) $109,132


























2930


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended June 30,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $148,757
 $271,778
 $133,554
 $952,082
 $(420,102) $1,086,069
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,769
 84,796
 
 94,565
Operating expenses 5,438
 177,188
 47,798
 641,501
 (420,102) 451,823
Selling, general and administrative 6,021
 91,895
 10,659
 34,047
 
 142,622
Depreciation and amortization 36,799
 40
 18,032
 70,265
 
 125,136
(Gain) on sale of other assets 
 
 
 (6,625) 
 (6,625)
Loss on impairment / retirement of fixed assets, net 25,950
 
 475
 5,310
 
 31,735
  74,208
 269,123
 86,733
 829,294
 (420,102) 839,256
Operating income 74,549
 2,655
 46,821
 122,788
 
 246,813
Interest (income) expense, net 45,022
 29,552
 39,476
 (9,005) 
 105,045
Net effect of swaps 4,050
 2,539
 
 
 
 6,589
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 13,737
 
 
 13,737
Other (income) expense 749
 (8,947) 2,694
 5,504
 
 
Income from investment in affiliates (74,816) (52,527) (15,768) (12,687) 155,798
 
Income before taxes 78,369
 19,257
 6,065
 138,976
 (155,798) 86,869
Provision (benefit) for taxes 9,417
 (13,289) (8,917) 30,706
 
 17,917
Net income $68,952
 $32,546
 $14,982
 $108,270
 $(155,798) $68,952
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,950
 
 2,950
 
 (2,950) 2,950
Unrealized income on cash flow hedging derivatives 12,735
 3,635
 
 
 (3,635) 12,735
Other comprehensive income, (net of tax) 15,685
 3,635
 2,950
 
 (6,585) 15,685
Total Comprehensive Income $84,637
 $36,181
 $17,932
 $108,270
 $(162,383) $84,637



30


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Twelve Months Ended July 1, 2012 (As restated)
(In thousands)
 Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
                        
Net revenues $150,783
 $267,882
 $138,595
 $963,915
 $(418,258) $1,102,917
 $152,379
 $292,510
 $127,485
 $996,647
 $(444,321) $1,124,700
Costs and expenses:                        
Cost of food, merchandise and games revenues 
 
 10,743
 86,664
 
 97,407
 
 
 9,404
 83,651
 
 93,055
Operating expenses 5,341
 175,593
 47,795
 647,795
 (418,258) 458,266
 5,739
 179,465
 48,104
 669,919
 (444,321) 458,906
Selling, general and administrative 6,309
 88,725
 11,892
 37,847
 
 144,773
 5,964
 97,351
 10,618
 34,423
 
 148,356
Depreciation and amortization 38,843
 42
 17,976
 73,555
 
 130,416
 35,896
 40
 17,581
 68,891
 
 122,408
Loss (gain) on impairment / retirement of fixed assets, net 15
 
 (52) 10,426
 
 10,389
(Gain) on sale of other assets 
 
 
 (15,368) 
 (15,368)
Loss on impairment / retirement of fixed assets, net 1,318
 
 476
 6,578
 
 8,372
 50,508
 264,360
 88,354
 856,287
 (418,258) 841,251
 48,917
 276,856
 86,183
 848,094
 (444,321) 815,729
Operating income 100,275
 3,522
 50,241
 107,628
 
 261,666
 103,462
 15,654
 41,302
 148,553
 
 308,971
Interest expense, net 61,742
 24,419
 48,119
 (3,440) 
 130,840
Interest (income) expense, net 43,667
 29,195
 39,310
 (8,465) 
 103,707
Net effect of swaps (9,027) (121) (5,569) 
 
 (14,717) 4,964
 3,177
 
 
 
 8,141
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 14,863
 
 
 14,863
 
 
 20,157
 
 
 20,157
Other (income) expense 533
 (9,873) 1,602
 7,520
 
 (218) 751
 (9,033) 2,766
 5,516
 
 
(Income) loss from investment in affiliates (80,137) (28,421) (6,557) 6,067
 109,048
 
Income from investment in affiliates (95,234) (51,316) (18,019) (8,239) 172,808
 
Income (loss) before taxes 127,164
 17,518
 (2,217) 97,481
 (109,048) 130,898
 128,139
 30,850
 (3,529) 159,741
 (172,808) 142,393
Provision (benefit) for taxes 10,056
 (26,630) 7,042
 23,322
 
 13,790
 9,776
 (8,530) (11,708) 34,492
 
 24,030
Net income (loss) $117,108
 $44,148
 $(9,259) $74,159
 $(109,048) $117,108
Other comprehensive income (loss), (net of tax):            
Net income $118,363
 $39,380
 $8,179
 $125,249
 $(172,808) $118,363
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 733
 
 733
 
 (733) 733
 2,814
 
 2,814
 
 (2,814) 2,814
Unrealized income (loss) on cash flow hedging derivatives (3,854) (4,884) 21
 
 4,863
 (3,854)
Other comprehensive income (loss), (net of tax) (3,121) (4,884) 754
 
 4,130
 (3,121)
Total Comprehensive Income (Loss) $113,987
 $39,264
 $(8,505) $74,159
 $(104,918) $113,987
Unrealized income on cash flow hedging derivatives 9,740
 2,385
 
 
 (2,385) 9,740
Other comprehensive income, (net of tax) 12,554
 2,385
 2,814
 
 (5,199) 12,554
Total Comprehensive Income $130,917
 $41,765
 $10,993
 $125,249
 $(178,007) $130,917



31


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSOPERATIONS AND COMPREHENSIVE INCOME
For the SixTwelve Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $4,808
 $(30,371) $(4,856) $44,138
 $68,837
 $82,556
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 38,056
 37,167
 (18,274) 17,909
 (74,858) 
Capital expenditures (38,398) 
 (3,435) (37,356) 
 (79,189)
Net cash from (for) investing activities (342) 37,167
 (21,709) (19,447) (74,858) (79,189)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 58,000
 
 
 
 
 58,000
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,312) (8,014) (438) 
 
 (22,764)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (71,350) 1,711
 
 
 
 (69,639)
Exercise of limited partnership unit options 
 28
 
 
 
 28
Excess tax benefit from unit-based compensation expense 
 (130) 
 
 
 (130)
Net cash from (for) financing activities (29,466) (7,240) (474) 
 
 (37,180)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (1,389) 
 
 (1,389)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (25,000) (444) (28,428) 24,691
 (6,021) (35,202)
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $147,733
 $261,878
 $142,250
 $941,465
 $(409,232) $1,084,094
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,531
 85,471
 
 96,002
Operating expenses 5,452
 180,665
 47,134
 636,106
 (409,232) 460,125
Selling, general and administrative 6,865
 90,892
 11,650
 36,381
 
 145,788
Depreciation and amortization 37,698
 41
 18,300
 71,152
 
 127,191
Loss (gain) on impairment / retirement of fixed assets, net 24,188
 
 (62) 10,383
 
 34,509
  74,203
 271,598
 87,553
 839,493
 (409,232) 863,615
Operating income (loss) 73,530
 (9,720) 54,697
 101,972
 
 220,479
Interest expense, net 50,007
 28,592
 44,583
 (6,813) 
 116,369
Net effect of swaps (5,019) (1) (5,910) 
 
 (10,930)
Unrealized / realized foreign currency gain 
 
 (18,721) 
 
 (18,721)
Other (income) expense 749
 (10,205) 1,498
 7,958
 
 
Income from investment in affiliates (88,216) (50,693) (9,456) (21,713) 170,078
 
Income before taxes 116,009
 22,587
 42,703
 122,540
 (170,078) 133,761
Provision (benefit) for taxes 10,106
 (29,298) 20,942
 26,108
 
 27,858
Net income $105,903
 $51,885
 $21,761
 $96,432
 $(170,078) $105,903
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (2,672) 
 (2,672) 
 2,672
 (2,672)
Unrealized income (loss) on cash flow hedging derivatives (397) (109) 21
 
 88
 (397)
Other comprehensive income (loss), (net of tax) (3,069) (109) (2,651) 
 2,760
 (3,069)
Total Comprehensive Income $102,834
 $51,776
 $19,110
 $96,432
 $(167,318) $102,834




32


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the SixNine Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
 Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
                        
NET CASH FROM (FOR) OPERATING ACTIVITIES $(75,559) $47,309
 $(12,724) $44,638
 $60,941
 $64,605
NET CASH FROM OPERATING ACTIVITIES $337,821
 $60,434
 $21,615
 $66,757
 $(169,672) $316,955
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES                        
Investment in joint ventures and affiliates 41,361
 11,532
 (415) 13,984
 (66,462) 
 (63,105) (52,172) (29,579) (24,816) 169,672
 
Sale of other assets 1,173
 
 
 
 
 1,173
 
 
 
 15,297
 
 15,297
Capital expenditures (24,266) 
 (13,478) (27,136) 
 (64,880) (43,568) 
 (5,517) (48,449) 
 (97,534)
Net cash from (for) investing activities 18,268
 11,532
 (13,893) (13,152) (66,462) (63,707)
Net cash from investing activities (106,673) (52,172) (35,096) (57,968) 169,672
 (82,237)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES                        
Net borrowings on revolving credit loans 111,000
 
 
 
 
 111,000
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Term debt payments, including early termination penalties (9,259) (6,536) (205) 
 
 (16,000) (655,723) (462,438) (14,514) 
 
 (1,132,675)
Intercompany (payments) receipts 
 7,482
 
 (7,482) 
 
Distributions (paid) received (44,450) 92
 
 
 
 (44,358) (107,013) 2,555
 
 
 
 (104,458)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
 
 43
 
 
 
 43
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities 57,291
 (59,353) 9,345
 (7,482) 
 (199)
Excess tax benefit from unit-based compensation expense 
 (148) 
 
 
 (148)
Net cash (for) financing activities (123,148) (6,413) (489) 
 
 (130,050)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (294) 
 
 (294) 
 
 (16) 
 
 (16)
CASH AND CASH EQUIVALENTS                        
Net increase (decrease) for the period 
 (512) (17,566) 24,004
 (5,521) 405
 108,000
 1,849
 (13,986) 8,789
 
 104,652
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929
 $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
                        
            

33


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the TwelveNine Months Ended JuneSeptember 30, 20132012 (As restated)
(In thousands)
 Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
                        
NET CASH FROM (FOR) OPERATING ACTIVITIES $210,085
 $(47,009) $29,440
 $140,865
 $(30,675) $302,706
NET CASH FROM OPERATING ACTIVITIES $209,022
 $49,092
 $9,484
 $156,240
 $(147,094) $276,744
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES                        
Investment in joint ventures and affiliates 27,874
 (30,140) (15,735) (12,174) 30,175
 
 (56,757) (70,669) 3,557
 (23,225) 147,094
 
Sale of other assets 
 
 
 14,885
 
 14,885
 1,173
 
 
 
 
 1,173
Capital expenditures (47,797) (8) (4,404) (56,786) 
 (108,995) (29,295) (8) (14,426) (32,081) 
 (75,810)
Net cash for investing activities (19,923) (30,148) (20,139) (54,075) 30,175
 (94,110)
Net cash (for) investing activities (84,879) (70,677) (10,869) (55,306) 147,094
 (74,637)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES                        
Net borrowings on revolving credit loans (53,000) 
 
 
 
 (53,000)
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Intercompany term debt (payments) receipts 
 86,362
 
 (86,362) 
 
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (660,931) (466,114) (14,630) 
 
 (1,141,675) (14,468) (10,212) (320) 
 
 (25,000)
Intercompany (payments) receipts 
 93,845
 
 (93,845) 
 
Distributions (paid) received (115,839) 1,746
 
 
 
 (114,093) (66,675) 110
 
 
 
 (66,565)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 57
 
 
 
 57
 
 47
 
 
 
 47
Payment of debt issuance costs (14,311) (8,014) (433) 
 
 (22,758)
Excess tax benefit from unit-based compensation expense 
 1,517
 
 
 
 1,517
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (190,162) 77,157
 (585) (86,362) 
 (199,952) (81,143) 23,336
 9,230
 (93,845) 
 (142,422)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (945) 
 
 (945) 
 
 893
 
 
 893
CASH AND CASH EQUIVALENTS                        
Net increase for the period 
 
 7,771
 428
 (500) 7,699
 43,000
 1,751
 8,738
 7,089
 
 60,578
Balance, beginning of period 
 
 13,974
 27,476
 (5,521) 35,929
 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
 $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
                        
            

34


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
 Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
                        
NET CASH FROM (FOR) OPERATING ACTIVITIES $146,874
 $(73,709) $24,332
 $223,401
 $(63,983) $256,915
NET CASH FROM OPERATING ACTIVITIES $258,843
 $42,367
 $32,927
 $52,457
 $(61,746) $324,848
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES                        
Investment in joint ventures and affiliates (31,801) (37,181) (579) 11,099
 58,462
 
 24,507
 (37,602) (30,743) (17,908) 61,746
 
Sale of other assets 1,173
 
 
 
 
 1,173
 
 
 
 30,182
 
 30,182
Capital expenditures (36,852) 
 (25,832) (40,701) 
 (103,385) (47,938) (1) (5,532) (63,290) 
 (116,761)
Net cash from (for) investing activities (67,480) (37,181) (26,411) (29,602) 58,462
 (102,212)
Net cash (for) investing activities (23,431) (37,603) (36,275) (51,016) 61,746
 (86,579)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES                        
Net borrowings (payments) on revolving credit loans 26,000
 
 
 
 
 26,000
Intercompany term debt (payments) receipts 
 183,138
 
 (183,138) 
 
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Term debt payments, including early termination penalties (21,383) (15,094) (473) 
 
 (36,950) (655,723) (462,438) (14,514) 
 
 (1,132,675)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (90,011) 269
 
 
 
 (89,742) (129,277) 2,571
 
 
 
 (126,706)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Exercise of limited partnership unit options 
 43
 
 
 
 43
Payment of debt issuance costs 
 
 (723) 
 
 (723) (14,331) (8,028) (453) 
 
 (22,812)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities (85,394) 107,928
 8,354
 (183,138) 
 (152,250)
Excess tax benefit from unit-based compensation expense 
 1,515
 
 
 
 1,515
Net cash (for) financing activities (145,412) (4,734) (489) 
 
 (150,635)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (2,203) 
 
 (2,203) 
 
 (254) 
 
 (254)
CASH AND CASH EQUIVALENTS                        
Net increase (decrease) for the period (6,000) (2,962) 4,072
 10,661
 (5,521) 250
 90,000
 30
 (4,091) 1,441
 
 87,380
Balance, beginning of period 6,000
 2,962
 9,902
 16,815
 
 35,679
 43,000
 2,263
 40,278
 10,561
 
 96,102
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929
 $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
            

35


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended September 30, 2012 (As restated)
(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 $181,718
 $(157,023) $8,795
 $314,835
 $(75,771) $272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (35,830) (42,342) 8,488
 (6,087) 75,771
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (33,025) (8) (23,050) (37,037) 
 (93,120)
Net cash (for) investing activities (67,682) (42,350) (14,562) (43,124) 75,771
 (91,947)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany term debt (payments) receipts 
 269,500
 
 (269,500) 
 
Term debt payments, including early termination penalties (14,467) (10,213) (320) 
 
 (25,000)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (105,569) 261
 
 
 
 (105,308)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (120,036) 199,147
 8,507
 (269,500) 
 (181,882)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 1,065
 
 
 1,065
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (226) 3,805
 2,211
 
 (210)
Balance, beginning of period 49,000
 2,489
 36,473
 8,350
 
 96,312
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102


36


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

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

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

Aside fromAlong with attendance and guest per capita statistics, discrete financial information and operating results are not prepared at the regional level, but rather at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.


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

Income Taxes
In the secondthird quarter of 2013, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012 except as noted below.
Change in Depreciation Method
Effective January 1, 2013, the Partnershipwe changed itsour method of depreciation 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 from the composite method to the unit method.
Historically, the Partnershipwe had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.
In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnershipwe had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for

36


all assets. The Partnership believesWe believe that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be

37


accounted for prospectively. This prospective application will result in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.
The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended June 30,September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.


Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three-, six-nine- and twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012.
 
 Three months ended Six months ended Twelve months ended Three months ended Nine months ended Twelve months ended
 6/30/2013 7/1/2012 6/30/2013 7/1/2012 6/30/2013 7/1/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
 (13 weeks) (14 weeks) (26 weeks) (26 weeks) (52 weeks) (53 weeks) (13 weeks) (13 weeks) (39 weeks) (39 weeks) (52 weeks) (53 weeks)
   (As restated)   (As restated)   (As restated)   (As restated)   (As restated)   (As restated)
 (In thousands) (In thousands)
Net income (loss) $47,390
 $36,583
 $(61,736) $(28,832) $68,952
 $117,108
Net income $190,424
 $141,013
 $128,688
 $112,181
 $118,363
 $105,903
Interest expense 25,861
 30,236
 51,624
 57,039
 105,204
 130,927
 25,529
 26,863
 77,153
 83,902
 103,870
 116,437
Interest income (69) (2) (109) (18) (159) (87) (17) (13) (126) (31) (163) (68)
Provision (benefit) for taxes 11,660
 11,381
 (23,999) (10,158) 17,917
 13,790
Provision for taxes 58,025
 51,912
 34,026
 41,754
 24,030
 27,858
Depreciation and amortization 46,032
 47,909
 50,818
 51,988
 125,136
 130,416
 57,495
 60,223
 108,313
 112,211
 122,408
 127,191
EBITDA 130,874
 126,107
 16,598
 70,019
 317,050
 392,154
 331,456
 279,998
 348,054
 350,017
 368,508
 377,321
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
 
 
 34,573
 
 34,573
 
Net effect of swaps (2,273) (173) 6,938
 (1,143) 6,589
 (14,717) 1,377
 (175) 8,315
 (1,318) 8,141
 (10,930)
Unrealized foreign currency loss 14,875
 8,878
 23,756
 629
 13,946
 14,549
Unrealized foreign currency (gain) loss (8,385) (14,737) 15,371
 (14,108) 20,298
 (17,502)
Non-cash equity expense 869
 568
 3,802
 2,268
 4,799
 2,257
 843
 362
 4,645
 2,630
 5,280
 2,619
Loss (gain) on impairment/retirement of fixed assets, net 29
 (862) 629
 (770) 31,735
 10,389
Loss on impairment/retirement of fixed assets, net 1,637
 25,000
 2,266
 24,230
 8,372
 34,509
Gain on sale of other assets 
 
 
 
 (6,625) 
 (8,743) 
 (8,743) 
 (15,368) 
Terminated merger costs 
 
 
 
 
 150
 
 
 
 
 
 150
Refinancing costs 
 
 
 
 
 (195)
Other non-recurring items (as defined) (297) 444
 508
 2,165
 2,523
 6,420
 197
 1,861
 705
 4,026
 859
 7,445
Adjusted EBITDA (1)
 $144,077
 $134,962
 $86,804
 $73,168
 $404,590
 $411,007
 $318,382
 $292,309
 $405,186
 $365,477
 $430,663
 $393,612
                        
(1) As permitted by and defined in the 2013 Credit Agreement(1) As permitted by and defined in the 2013 Credit Agreement        (1) As permitted by and defined in the 2013 Credit Agreement        

3738


Results of Operations:

Restatement -

We have made the followinga correction relating to our use of the composite depreciation method.

This The correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and 12 monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from our composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership'sour initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal was reviewed in connection with respondinga response to an SEC comment letter. We ultimately concluded that such disposition was unusual and that an $8.8 million charge should have been reflected in the 2011 financial statements.

SixNine months ended June 30,September 29, 2013

The fiscal six-monthnine-month period ended June 30,September 29, 2013, consisted of a 26-week39-week period and included a total of 9171,936 operating days compared with 2639 weeks and 1,0012,178 operating days for the fiscal six-monthnine-month period ended July 1,September 30, 2012. The difference in operating days is primarily due to the sale of atwo non-core water park in the fourth quarter of 2012,parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate for 2013.

The following table presents key financial information for the sixnine months ended June 30,September 29, 2013 and July 1,September 30, 2012:
 Six months ended Six months ended Increase (Decrease) Nine months ended Nine months ended Increase (Decrease)
 6/30/2013 7/1/2012 $ % 9/29/2013 9/30/2012 $ %
 (26 weeks) (26 weeks)     (39 weeks) (39 weeks)    
   (As restated)       (As restated)    
 (Amounts in thousands) (Amounts in thousands)
Net revenues $403,419
 $385,804
 $17,615
 4.6 % $995,495
 $939,249
 $56,246
 6.0 %
Operating costs and expenses 320,837
 316,589
 4,248
 1.3 % 595,801
 580,246
 15,555
 2.7 %
Depreciation and amortization 50,818
 51,988
 (1,170) (2.3)% 108,313
 112,211
 (3,898) (3.5)%
Loss (gain) on impairment / retirement of fixed assets 629
 (770) 1,399
 N/M
Loss on impairment / retirement of fixed assets 2,266
 24,230
 (21,964) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $31,135
 $17,997
 $13,138
 73.0 % $297,858
 $222,562
 $75,296
 33.8 %
                
Other Data:                
Adjusted EBITDA $86,804
 $73,168
 $13,636
 18.6 % $405,186
 $365,477
 $39,709
 10.9 %
Attendance 8,677
 8,729
 (52) (0.6)% 20,652
 20,689
 (37) (0.2)%
Per capita spending $42.17
 $40.24
 $1.93
 4.8 % $44.24
 $41.78
 $2.46
 5.9 %
Out-of-park revenues $48,110
 $45,266
 $2,844
 6.3 % $106,801
 $99,526
 $7,275
 7.3 %

Net revenues for the sixnine months ended June 30,September 29, 2013 increased $17.6$56.3 million to $403.4$995.5 million from $385.8$939.2 million during the sixnine months ended July 1,September 30, 2012. The increase in revenues reflects a 5%6%, or $1.93,$2.46, increase in average in-park guest per capita spending during the first sixnine months of the year when compared with the first sixnine months of 2012. In-park guest per capita spending represents the average amount spent per attendee to gain admission to a park plus all amounts spent while inside the park gates. The increase in per capita spending reflects a 4%5% increase in the admissions per capita spendingcap and a 5%6% increase in pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Additionally, for the six-monthnine-month period, out-of-park revenues increased 6%7%, or $2.8$7.3 million. Out-of-park revenues include the sale of hotel rooms, food, merchandise, and other complementary activities located outside of the park gates, as well as transaction fees from on-line product sales. The increase in out-of-park revenues was primarily driven by the strong performance of our resort properties, which saw us drivedrove higher average daily room rates (ADR's) while maintaining or growing occupancy rates. The increase in overall net revenues also reflects a less than 1% decrease inincludes attendance that was essentially comparable through the first sixnine months of 2013 when compared with the same period a year ago. This decreaseThe variance in attendance is entirely attributable to the sale of thetwo non-core water park in the fourth quarter of 2012.parks. Excluding the sale of the water parks, attendance increased 1%, or 195,000 visits on a comparable park attendance was comparable to the same period last year.basis.

3839



Revenues for the first sixnine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($0.23.6 million) during the period.

For the six-monthnine-month period in 2013, operating costs and expenses increased 1%3%, or $4.2$15.6 million, to $320.8$595.8 million from $316.6$580.2 million for the same period in 2012, the net result of a $0.4$7.5 million increase in operating expenses and a $4.3$10.0 million increase in selling, general and administrative costs.costs ("SG&A"). These cost increases were offset slightly by a $0.52%, or $1.9 million decrease in cost of goods sold during the period. The $0.4$7.5 million increase in operating expenses was due to an increaseincreases of approximately $4.3 million in employee costs, $3.2 million in operating supplies and $1.5 million in labor costs andmaintenance materials, offset slightly by a $1.7decrease of $2.7 million increase in operating supplies.insurance expense. The increase in laboremployee costs was primarily due to increased health-care insurance costs while operatingof benefits. Operating supplies increased due to new extra-charge attractions, uniforms, and expenses related to the premium benefit offerings.offerings and improved guest services. The increase$2.7 million decrease in operating costsinsurance expense was somewhat offset bydue to a reduction in insurance settlements and accruals. The $4.3$10.0 million increase in SG&A expenses was due primarily to additional marketing efforts and agency advertising costs, and increased full-time laboremployee costs, largely related to fullperformance incentives and an increase in staffing levels and performance incentives.levels.

Depreciation and amortization expense for the period decreased $1.2$3.9 million due to several significant assets being fully depreciated at the end of 2012. For the six-monthnine-month period of 2013, the $8.7 million gain on sale of other assets relates to the sale of one of our non-core water parks. For the period, loss on impairment/retirement of fixed assets was $0.6totaled $2.3 million reflectingfor the retirement of assets during the period at several of our properties. Loss on impairment/retirement of fixed assets for the period ended September 30, 2012 totaled $24.2 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom, offset slightly by gains on other retirements. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income for the period increased $13.1$75.3 million to $31.1$297.9 million in the first halfnine months of 2013 from operating income of $18.0$222.6 million in the first halfnine months of 2012.

Interest expense for the first halfnine months of 2013 was $51.6$77.2 million, a decrease of $5.4$6.8 million from the first halfnine months of 2012. The decrease in interest expense was due to the settlement of our Canadian cross-currency swaps in the first quarter of 2012, the decrease in non-cash amortization expense dueresulting from the write-off of loan fees related to theour prior credit agreement, and a decrease in revolver interest due to lower average borrowings and a lower average cost due toeffective interest rate from the March 2013 refinancing.

The net effect of our swaps resulted in a non-cash charge to earnings of $6.9$8.3 million for the first halfnine months of 2013 compared with a $1.1$1.3 million non-cash benefit to earnings in the first halfnine months of 2012. The difference reflects the regularly scheduled amortization of amounts in AOCI related to interest rate swaps, the write off of amounts in AOCI related to de-designated interest rate swaps, as well as gains from marking the ineffective designated and de-designated swaps to market. During the current year-to-date period, we also recognized a $23.8$15.2 million net charge to earnings for unrealized/realized foreign currency gains,losses, which representedincluded a $14.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Additionally, due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the current year-to-date period.

During the first halfnine months of 2013, a benefitprovision for taxes of $24.0$34.0 million was recorded to account for publicly traded partnership (“PTP”) taxes and the tax attributes of our corporate subsidiaries. During the same six monthnine-month period in 2012, a $10.2$41.8 million benefitprovision for taxes was recorded. Actual cash taxes paid or payable are estimated to be between $14 and $17 million for the 2013 calendar year.

After interest expense and the benefit for taxes, the net lossincome for the sixnine months ended June 30,September 29, 2013 totaled $61.7$128.7 million, or $1.11$2.31 per diluted limited partner unit, compared with a net lossincome of $28.8$112.2 million, or $0.52$2.01 per diluted unit, for the same period a year ago.

For the six-monthnine-month period, Adjusted EBITDA (as defined in the 2013 Credit Agreement), which we believe is a meaningful measure of our park-level operating results, increased to $86.8$405.2 million compared with $73.2$365.5 million for the fiscal six-monthnine-month period ended July 1,September 30, 2012. This increase was due to the growth in revenues produced in large part by the continued success of our premium benefit offerings, admissions sales and admission sales program,our food and beverage initiatives, offset slightly by an increase in employee related costs, advertising expenses, and advertising expenses.operating supply costs related to targeted initiatives which enhance our guests' experiences at our parks. For additional information regarding Adjusted EBITDA, including how we define Adjusted EBITDA, why we believe it provides useful information, and for a reconciliation to net income, see page 38.

Second



40


Third Quarter -

The fiscal three-month period ended June 30,September 29, 2013, consisted of a 13-week period and included a total of 8001,019 operating days compared with 1413 weeks and 9051,177 operating days for the fiscal three-month period ended July 1,September 30, 2012. The difference in operating days is due to the sale of atwo non-core water park in the fourth quarter of 2012parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013.







39






The following table presents key financial information for the three months ended June 30,September 29, 2013 and July 1,September 30, 2012:
 Three months ended Three months ended Increase (Decrease) Three months ended Three months ended Increase (Decrease)
 6/30/2013 7/1/2012 $ % 9/29/2013 9/30/2012 $ %
 (13 weeks) (14 weeks)     (13 weeks) (13 weeks)    
   (As restated)       (As restated)    
 (Amounts in thousands) (Amounts in thousands)
Net revenues $361,620
 $357,606
 $4,014
 1.1 % $592,076
 $553,445
 $38,631
 7.0 %
Operating costs and expenses 218,104
 223,233
 (5,129) (2.3)% 274,964
 263,657
 11,307
 4.3 %
Depreciation and amortization 46,032
 47,909
 (1,877) (3.9)% 57,495
 60,223
 (2,728) (4.5)%
Loss (gain) on impairment / retirement of fixed assets 29
 (862) 891
 N/M
Loss on impairment / retirement of fixed assets 1,637
 25,000
 (23,363) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $97,455
 $87,326
 $10,129
 11.6 % $266,723
 $204,565
 $62,158
 30.4 %
                
Other Data:                
Adjusted EBITDA $144,077
 $134,962
 $9,115
 6.8 % $318,382
 $292,309
 $26,073
 8.9 %
Attendance 7,872
 8,225
 (353) (4.3)% 11,975
 11,960
 15
 0.1 %
Per capita spending $42.36
 $40.32
 $2.04
 5.1 % $45.73
 $42.90
 $2.83
 6.6 %
Out-of-park revenues $37,576
 $35,878
 $1,698
 4.7 % $58,690
 $54,260
 $4,430
 8.2 %

For the quarter ended June 30,September 29, 2013, net revenues increased 1%7%, or $4.0$38.6 million, to $361.6$592.1 million from $357.6$553.5 million in the secondthird quarter of 2012. This increase reflects a 5%7% increase in average in-park per capita spending and a 5%an 8%, or $1.7$4.4 million, increase in out-of park revenues, offset slightly by a decrease of 4% in combined attendance.and attendance that was comparable with the prior year period. The increase in per capita spending was the result of higher admissions pricing, improvements in our food and beverage programs, and the successful expansion of our in-park premium benefit offerings.offerings, and improvements in our food and beverage programs. The increase in out-of-park revenues was due to the strong performance of our resort properties. The decrease inExcluding the sale our two non-core water parks, attendance for the second quarter was the direct result of fewer operating days in the period, the shift of the Easter and Spring Break holidays to the first quarter of 2013, and unfavorable short-term weather trends.increased 2%, or 207,000 visits on a comparable park basis.

Operating costs and expenses for the quarter decreased 2%increased 4%, or $5.1$11.3 million, to $218.1$275.0 million from $223.2$263.7 million in the secondthird quarter of 2012, the net result of a $1.4$1.5 million decrease in cost of goods sold, a $5.0$7.0 million decreaseincrease in operating expenses and a $1.3$5.7 million increase in SG&A costs. As a percentage of net revenues, costs and expenses decreased 120 basis points, and was
in line with expectations. The decrease in cost of goods sold was primarily the result of successful cost-savings initiatives in food and beverage. The $5.0$7.0 million decreaseincrease in operating expenses was primarily due to lower employee-relateda $2.8 million increase in employee related costs, and maintenancea $1.6 million increase in operating supplies, and expenses.a $1.5 million increase in maintenance expense. The declineincrease in employee related costs was primarily due to the one less week of operations during the second quarter of 2013 compared with the second quarter of 2012, as well as reduced expenses related to the sale of one of our water parkshigher staffing levels, salary increases, and increases in November 2012. The decline in maintenancebenefit costs. Operating supplies wasincreased due to the timing of expenses due to the one less week in operations during the second quarter of 2013.premium benefit offerings and improved guest services. The $1.3$5.7 million increase in SG&A costs was due to increases in employee-related costs and agency advertising costs, offset somewhat by a decline in professional and administrative costs. The increase in SG&A employee-related expenses was due to improvementsan increase in staffing levels across the company,performance incentive awards due to strong 2013 operating results to date, as well as an increase in equity-related compensation due to unit price appreciation.staffing levels across the company. Advertising costs increased as a result of additional marketing efforts in the period.period, including our Customer Relationship Management platform.

Depreciation and amortization expense for the quarter decreased $1.9$2.7 million primarily due to several significant assets reaching the end of their depreciable lives at the end of 2012. For the third quarter of 2013, the gain on sale of other assets was $8.7 million, reflecting the gain on the sale of one of our non-core water parks. Loss on impairment/retirement of fixed assets for the current period was $1.6 million, reflecting losses on the retirement of assets across all of our parks. Loss on impairment/retirement of fixed assets during the quarter ended September 30, 2012 totaled $25.0 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income in the secondthird quarter of 2013 increased $10.1$62.1 million to $97.4$266.7 million from operating income of $87.3$204.6 million in the secondthird quarter of 2012.

41


 
Interest expense for the secondthird quarter of 2013 was $25.9$25.5 million, representing a $4.4$1.3 million decrease from the interest expense for the secondthird quarter of 2012. As mentioned in the six-monthnine-month discussion above, interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.


40


During the 2013 secondthird quarter, the net effect of our swaps resulted in a $2.3$1.4 million non-cash benefitcharge to earnings, compared to a non-cash benefit to earnings of $0.2 million in the secondthird quarter of 2012. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative portfolio. During the 2013 secondthird quarter, we also recognized a $14.9$8.6 million net chargebenefit to earnings for unrealized/realized foreign currency losses related to angains, which included a $8.5 million unrealized foreign currency lossgain on the U.S.-dollar denominated debt held at our Canadian property.

During the quarter, a provision for taxes of $11.7$58.0 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a provision for taxes of $11.4$51.9 million in the same period a year ago. After interest expense and the provision for taxes, net income for the quarter totaled $47.4$190.4 million, or $0.85$3.41 per diluted limited partner unit, compared with net income of $36.6$141.0 million, or $0.66$2.52 per diluted unit, for the secondthird quarter a year ago.

For the current quarter, Adjusted EBITDA increased to $144.1$318.4 million from $135.0$292.3 million for the fiscal secondthird quarter of 2012. The approximate $9.1$26.1 million increase in Adjusted EBITDA was primarily duelargely attributable to incremental revenues resulting primarily from higher average guest per capita spending, as well as increases in out-of-park revenues in the quarter. Adjusted EBITDA in the second quarter also benefited from a reduction in operating expenses in the period, due to one less week of operationsThese revenue increases were somewhat offset by higher costs associated with improving guest services and one less water park in operation.

expanding our marketing efforts.

Twelve Months Ended June 30,September 29, 2013 -

The fiscal twelve-month period ended June 30,September 29, 2013, consisted of a 52-week period and 2,2982,140 operating days compared with 53 weeks and 2,4922,416 operating days for the fiscal twelve-month period ended July 1,September 30, 2012. The difference in operating days was due primarily to anthe sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the extra week of operations in the twelve monthtwelve-month period ending July 1,September 30, 2012.

The following table presents key financial information for the twelve months ended June 30,September 29, 2013 and July 1,September 30, 2012:
 Twelve months ended Twelve months ended Increase (Decrease) Twelve months ended Twelve months ended Increase (Decrease)
 6/30/2013 7/1/2012 $ % 9/29/2013 9/30/2012 $ %
 (52 weeks) (53 weeks)     (52 weeks) (53 weeks)    
   (As restated)       (As restated)    
 (Amounts in thousands) (Amounts in thousands)
Net revenues $1,086,069
 $1,102,917
 $(16,848) (1.5)% $1,124,700
 $1,084,094
 $40,606
 3.7 %
Operating costs and expenses 689,010
 700,446
 (11,436) (1.6)% 700,317
 701,915
 (1,598) (0.2)%
Depreciation and amortization 125,136
 130,416
 (5,280) (4.0)% 122,408
 127,191
 (4,783) (3.8)%
(Gain) on sale of other assets (6,625) 
 (6,625) N/M
Gain on sale of other assets (15,368) 
 (15,368) N/M
Loss on impairment/retirement of fixed assets 31,735
 10,389
 21,346
 N/M
 8,372
 34,509
 (26,137) N/M
Operating income $246,813
 $261,666
 $(14,853) (5.7)% $308,971
 $220,479
 $88,492
 40.1 %
N/M - Not meaningful                
Other Data:                
Adjusted EBITDA $404,590
 $411,007
 $(6,417) (1.6)% $430,663
 $393,612
 $37,051
 9.4 %
Adjusted EBITDA margin 37.3% 37.3% 
  % 38.3% 36.3% 
 2.0 %
Attendance 23,248
 24,934
 (1,686) (6.8)% 23,263
 23,961
 (698) (2.9)%
Per capita spending $42.67
 $40.40
 $2.27
 5.6 % $44.13
 $41.44
 $2.69
 6.5 %
Out-of-park revenues $119,611
 $124,394
 (4,783) (3.8)% $124,041
 $119,460
 4,581
 3.8 %

Net revenues totaled $1,086.11,124.7 million for the twelve months ended June 30,September 29, 2013, decreasingincreasing $16.840.6 million, from $1,102.91,084.1 million for the trailing twelve months ended July 1,September 30, 2012. The 2% decrease4% increase in revenues for the twelve-month period was primarily due to the extra week of operationsdriven by a 7% increase in the prior year's twelve month period. For the current twelve month period,average in-park guest per capita spending, increased 6%, onthe result of a stronger admissions per capita spendingcap and improved pure in-park spending. The increase in pure in-park spending which was driven largely byin large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased between

42


years due primarily to the extra week of operations in the twelve-month period ended July 1, 2012.September 30, 2012, as well as the sale of two non-core water parks during the current year period. Out-of-park revenues increased $4.6 million primarily due to an increase in processing fees as part of our expansion of ticketing options. The decreaseincrease in net revenues for the twelve months ended June 30,September 29, 2013 also reflects the negative impact of currency exchange rates and the weakening Canadian dollar on our Canadian operations (approximately $3.7$3.2 million) during the period.


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Operating costs and expenses decreased $11.4$1.6 million, or 2%less than 1%, to $689.0$700.3 million, in large part due to one less week of operations in the current twelve-month period, and were in line with expectations. The decrease in costs and expenses reflects a $2.8$2.9 million decrease in cost of goods sold and a $6.4$1.2 million decrease in operating expenses, anddue primarily to the one less week in the period. These year-over-year cost decreases were partially offset by a $2.2 decrease$2.6 million increase in SG&A costs. The increase in SG&A costs reflects a $2.8 million increase in employment-related costs related to higher staffing levels and incentive compensation plans tied to company performance and a $3.0 million increase in advertising costs related to the transition to a new advertising agency, somewhat offset by a $2.6 decrease in professional and administrative costs, the result of reductions in litigation expenses and consulting fees in the period. The overall decrease in costs and expenses also reflects the impact of exchange rates on our Canadian operations ($0.61.0 million) during the period.

For the twelve-month period ending September 29, 2013, the gain on sale of other assets was $15.4 million, reflecting the gain on the sale of two non-core water parks during the period. Loss on impairment/retirement of fixed assets net,for the period was $8.4 million, due to the removal of a ride to enhance a section of one of our parks, as well as retirements of assets across all of our properties. Loss on impairment/retirement of fixed assets during the period ended September 30, 2012 totaled $31.7$34.5 million, which reflectsreflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom along with losses on other retirements. During the twelve-month period ended June 30, 2013, two non-core assets were sold at gains totaling $6.6 million. During the twelve-month period ended July 1, 2012, aand an $8.8 million charge of $10.4 million for the retirement of fixed assets was recorded,an asset which includes the retirement of the asset asis further described in Note 11 to the financial statements.

Depreciation and amortization expense for the period decreased $5.3$4.8 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of 2012. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period decreased $14.9increased $88.5 million to $246.8$309.0 million from $261.7$220.5 million.

Interest expense for the twelve months ended June 30,September 29, 2013 decreased $25.7$12.5 million to $105.2$103.9 million, from $130.9$116.4 million for the same twelve-month period a year ago. The reductiondecrease in interest expense was primarily attributablereflects a decrease in revolver interest in the period due to an approximate 300 basis point (bps) declinelower borrowings and a lower average cost resulting from the March 2013 refinancing, a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our effective interest rate,prior credit agreement, and the result of lower fixed rates on London InterBank Offered Rate (LIBOR) within our interest-rate swap contracts. Additionally during the current period, the average outstanding balanceimpact of the revolver, as well assettlement of our Canadian cross-currency swaps in the average borrowing rate on the revolver, both declined resulting in lower interest expense.first quarter of 2012.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a charge to earnings of $6.6$8.1 million compared to a benefit to earnings of $14.7$10.9 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI and write-off of amounts related to de-designated swaps, which were offset by gains from marking the ineffective and de-designated swaps to market and foreign currency gains related to the U.S.-dollar denominated Canadian term loan in the current period. During the current period, we also recognized a $13.7$20.2 million charge to earnings for unrealized/realized foreign currency losses, which included a $13.9$19.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of $17.9$24.0 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of $13.8$27.9 million in twelve-month period ended July 1, 2012 for the tax attributes of our corporate subsidiaries and PTP taxes.September 30, 2012.

After interest expense and provision for taxes, net income for the period totaled $69.0$118.4 million, or $1.24$2.12 per diluted limited partner unit, compared with net income of $117.1$105.9 million, or $2.10$1.89 per diluted unit, a year ago.

As discussed above, the current twelve-monthtrailing-twelve-month results include one less week of operations due to the timing of the secondthird quarter fiscal close. Comparing the twelve-month periods for both 2013 and 2012 on a comparable 52-week basis, net revenues would be up approximately $37.3$55.1 million, or 4%5%, on increases in both average in-park guest per capita spending and out-of- parkout-of-park revenues, partially offset by a slight decline in attendance. The increase in average in-park guest per capita spending is primarily due to a higher admissions per capita spendingcap and improved pure in-park spending, which was driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Out-of-park revenues would have increased $0.7$6.3 million primarily due to an increase in transaction fees from on-line ticket sales. Attendance for the comparable period would have decreased 404,000351,000 visits, primarily due to soft attendance during the fourth quarter of 2012 compared with the fourth quarter of 2011.


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On a comparable 52-week basis, operating costs and expenses would have increased approximately $10.1$9.1 million, the net result of a $1.7$1.9 million increasedecrease in cost of goods sold, a $7.4$6.2 million increase in operating expenses and a $1.0$4.8 million increase in SG&A costs. The increase in operating expenses was primarily attributable to an increase in employment-related expenses of $7.0$3.3 million, a $4.7$3.9 million increase in operating supply costs, a $1.9 million increase in property and other non-income taxes, and a $1.4$1.6 million increase in utility costs. Somewhat offsetting these operating-expense increases were decreases in maintenance expenses of $5.0$3.5 million and insurance expenses of $3.3$1.6 million. The increase in employment-related costs was largely due to higher benefit costs and increased seasonal labor hours resulting from expanded operating hours at several parks, the introduction of additional attractions and enhanced guest services at our parks. Operating supply costssupplies increased due largely to the introduction of new extra-charge attractions and incremental expenses related to our expanded premium benefit offerings. Property taxes increased due to the timing

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of the receipt of a refund at one of our parks in the trailing-twelve-month period ended July 1, 2012, while utilityUtility costs increased primarily due to rate increases and the addition of new rides and attractions at the parks. The increase in SG&A costs for the period reflects a $3.1$3.4 million increase in employment-related costs due to higher staffing levels and bonusincentive compensation plans tied to company performance, and a $1.9$4.0 million increase in advertising costs related to the transition to a new advertising agency, and a $1.3 million increase in operating supplies, largely related to the expansion of our e-commerce platform.agency. Somewhat offsetting these SG&A cost increases was a $4.6$2.5 million decrease in professional and administrative costs primarily due to reductions in litigation expenses and consulting fees in the period.

Adjusted EBITDA for the twelve-month period ended June 30,September 29, 2013, decreased $6.4increased $37.1 million, or 2%9%, to $404.6$430.7 million. This decrease was due to the one fewer operating week in the current twelve-month period. On a same-week basis, Adjusted EBITDA for the twelve-month period would have increased approximately $26.1$40.9 million, or 7%11%. On a same-week basis, our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased 120190 bps to 37.3%38.3% from 36.1%36.4% for the twelve-month period ended June 30,September 29, 2013, primarily due to an increase in revenues resulting from the continued success of high-margin revenues initiatives as our new premium guest benefit offerings and theour admission pricing, program combined with continued focus on controlling operating costs.

JulyOctober 2013 -

Based on preliminary results, through August 4, 2013, net revenues through November 3, 2013 were approximately $712$1,104 million, up 5%6%, or $36$65 million, compared with $676$1,039 million for the same period last year. The increase was athe result of an approximate 5%6%, or $2.24,$2.31, increase in average in-park guest per capita spending to $43.47,a record $44.33, and aan approximate 7%, or $5$8 million increase, in out-of-park revenues to $78$117 million. These increases were slightly offset by a less than one percent, or 52,000-visit, decreaseAlso contributing to revenue growth was an increase in attendance to 15.0 million visits.of 100,000 visits, compared with last year. Excluding the sale of two water park sold in 2012,parks, attendance was up 1%2%, or 75,000334,000 visits, when compared with this time last year.to a record 22.7 million visits on a comparable park basis.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the secondthird quarter of 2013 in sound condition. The negative working capital ratio (current liabilitiesassets divided by current assets)liabilities) of 1.21.5 at June 30,September 29, 2013 reflects the impact of our seasonal business. Cash, receivablesReceivables, inventories, and inventoriespayables are at normal seasonal levels and credit facilities arelevels.
Operating Activities
During the nine-month period ended September 29, 2013, net cash provided by operating activities increased $40.2 million from the same period a year ago, primarily due to the year-over-year growth in placerevenues.
For the twelve-month period ended September 29, 2013 net cash provided by operating activities increased $52.3 million from the same period a year ago, also reflective of the year-over-year growth in revenues.
Investing Activities
Net cash used in investing activities in the first nine months of 2013 was $82.2 million, an increase of $7.6 million compared with the nine month period ended September 30, 2012. Within investing activities, capital expenditures increased $21.7 million. During the current period, $15.3 million was received for the sale of a non-core waterpark.
Net cash used in investing activities for the trailing-twelve-month period ended September 29, 2013 totaled $86.6 million compared with $91.9 million for the same period a year ago. The decrease reflects the receipt of $30.2 million from the sale of two non-core water parks during the period, offset somewhat by a $23.6 million increase in capital expenditures.
Financing Activities
Net cash used in financing activities in the first nine months of 2013 was $130.1 million, a decrease of $12.3 million compared with the nine-month period ended September 30, 2012. The decrease was due to funda one-time cash cost of $50.5 million to settle our Canadian derivative in the first quarter of 2012, offset somewhat by an increase in distributions paid in the current liabilities.year of $37.9 million.
Net cash used in financing activities in the trailing-twelve-month period ended September 29, 2013 totaled $150.6 million, a decrease of $31.2 million compared with the twelve-month period ended September 30, 2012. The decrease was due to the $50.5

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million Canadian derivative settlement in 2012, offset somewhat by an increase in distributions paid of $21.4 million in the current twelve-month period.
In July 2010, we issued $405 million of 9.125% senior unsecured notes, maturing in 2018, in a private placement, including $5.6 million of Original Issue Discount (OID) to yield 9.375%. Concurrently with this offering, we entered into a new $1,435 million credit agreement (the "2010 Credit Agreement"), which included a $1,175 million senior secured term loan facility and a $260 million senior secured revolving credit facility. The net proceeds from the offering of the notes, along with borrowings under the 2010 Credit Agreement, were used to repay in full all amounts outstanding under our previous credit facilities.

In February 2011, we amended the 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") and extended the maturity date of the U.S. term loan portion of the credit facilities by one year. Under the Amended 2010 Credit Agreement, the extended U.S. term loan was scheduled to mature in December of 2017 and bore interest at a rate of LIBOR plus 300 bps, with a LIBOR floor of 100 bps.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013,we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

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letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.4 million of fixed-rate debt (including OID), $58.0 million outstanding borrowings under our revolving credit facility, and cash on hand of $43.6 million. After letters of credit, which totaled $16.4 million at June 30, 2013, we had $180.6 million of available borrowings under the revolving credit facility under the 2013 Credit Agreement.
Our $405 million of senior unsecured notes require semi-annual interest payments in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.
In February 2011, we amended our 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") to provide a $1,175 million senior secured term loan facility with interest at a rate of LIBOR plus 300 bps along with a LIBOR floor of 100 bps. The amendment extended the maturity date of the term loan portion of the credit facilities to December 2018.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013, we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Our $500 million of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%.

Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the Amended 2010 Credit Agreement. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. The Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.6 million of fixed-rate debt (including OID), no outstanding borrowings under our revolving credit facility, and cash on hand of $183.5 million. After letters of credit, which totaled $16.4 million at September 29, 2013, we had $238.6 million of available borrowings under the revolving credit facility.
In order to maintainlock in fixed interest costs on a portion of our domestic term debt, in September 2010 we entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, we determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of $7.2 million recorded in AOCI through the date of de-designation are being amortized through December 2015.
In March 2011, we entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to earnings and

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recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.
In May 2011, we entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.
As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, and accordingly, the May 2011 swaps are now over hedged. On March 4, 2013, we entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The September 2010 swaps, the March 2011 swaps, and the March 2013 swapsCombination Swaps were jointly designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.33%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million, which will be amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.
During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%. In October 2013, the Partnership entered into an additional forward-starting interest rate swap agreement ("October 2013 swaps") that will effectively convert $100 million of variable-rate debt to a 2.70% fixed rate beginning in December of 2015.
At June 30,September 29, 2013, the fair market value of the September 2010 swaps, the March 2011 swaps and the March 2013 swapsderivative portfolio was a liability of $20.131.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet. The May 2011 swaps had a fair market value of $6.7 million as of June 30, 2013 and was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

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The following table presents our September 20102013 forwards and the October 2013 swaps March 2011 swaps,which mature in December 2018, and the Combination Swaps and May 2011 swaps, and March 2013 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.
Interest Rate SwapsInterest Rate Swaps
(


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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

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give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

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As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

48


as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

4749


ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

4850


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 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

4951


INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

5052
s in thousands)
Derivatives designated as hedging instruments Derivatives not designated as hedging instrumentsDerivatives designated as hedging instruments Derivatives not designated as hedging instruments
Notional Amounts LIBOR Rate Notional Amounts LIBOR RateNotional Amounts LIBOR Rate Notional Amounts LIBOR Rate
$200,000
 2.27% 50,000
 2.54%$200,000
 3.00% $200,000
 2.27%
75,000
 2.30% 30,000
 2.54%100,000
 3.00% 150,000
 2.43%
50,000
 2.29% 70,000
 2.54%100,000
 3.00% 75,000
 2.30%
150,000
 2.43% 50,000
 2.54%    70,000
 2.54%
50,000
 2.29%        50,000
 2.54%
50,000
 2.43%        50,000
 2.54%
25,000
 2.30%        50,000
 2.43%
    50,000
 2.29%
    50,000
 2.29%
    30,000
 2.54%
    25,000
 2.30%
Total
 

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $
 $(2,866) Interest Expense $
 $(3,221) Net effect of swaps $3,268
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(5,483) $438
 Interest Expense $
 $(2,990) Net effect of swaps $
 $
                 

14


(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   6/30/13 7/1/12
Interest rate swaps (1)
 Net effect of swaps 992
 
    $992
 $
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   9/29/13 9/30/12
Interest rate swaps (1)
 Net effect of swaps 609
 
    $609
 $
       
(1)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

14


During the quarter ended June 30,September 29, 2013, in addition to gains of $3.3 million and $1.00.6 million recognized in income on the ineffective portion of derivatives and on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a benefitcharge to earnings of $2.31.4 million recorded in “Net effect of swaps.”

For the three-month period ended July 1,September 30, 2012, $0.2 million of expenseincome representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of $0.2 million recorded in “Net effect of swaps.”


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the six-monthnine-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Six months ended Six months ended   Six months ended Six months ended   Six months ended Six months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $2,266
 $(2,746) Interest Expense $(2,797) $(6,014) Net effect of swaps $3,703
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Nine months ended Nine months ended   Nine months ended Nine months ended   Nine months ended Nine months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(3,217) $(2,308) Interest Expense $(2,797) $(9,004) Net effect of swaps $3,703
 $
                 
(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Six months ended Six months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps (479) 
    $(479) $1,279
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Nine months ended Nine months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps 130
 
    $130
 $1,279
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
During the six-monthnine-month period ended June 30,September 29, 2013, in addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.34.3 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter.period. The effect of these amounts resulted in a charge to earnings of $6.98.3 million recorded in “Net effect of swaps.”

For the six-monthnine-month period ended July 1,September 30, 2012, in addition to the $1.3 million gain recognized in income on the ineffective portion of derivatives noted in the tables above, $0.40.2 million of expense representing the amortization of amounts in AOCI for the swaps and $0.2 million of foreign currency gain in the quarterperiod related to the U.S. dollar denominated Canadian term loan were

15


recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of $1.11.3 million recorded in “Net effect of swaps.”









15


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
(In thousands): 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $5,152
 $(18,396) Interest Expense $(8,810) $(9,037) Net effect of swaps $3,703
 $20,193
                 
(In thousands) 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(769) $(873) Interest Expense $(5,820) $(12,027) Net effect of swaps $3,703
 $4,797
                 

(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps 
 9,139
Foreign currency swaps Net effect of swaps 
 (3,081)
Interest rate swaps (2)
 Net effect of swaps $(479) $
    $(479) $6,058
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps 
 (4,483)
Foreign currency swaps Net effect of swaps 
 10,129
Interest rate swaps (2)
 Net effect of swaps $130
 $
    $130
 $5,646
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
In addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain recognized in income on the ineffective portion of derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.04.1 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended June 30,September 29, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of $6.68.1 million recorded in “Net effect of swaps.”
For the twelve monthtwelve-month period ending July 1,September 30, 2012, in addition to the $20.24.8 million gain recognized in income on the ineffective portion of derivatives designated as derivatives and $6.15.6 million of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above, $11.30.1 million of expenseincome representing the amortization of amounts in AOCI for the swaps and a $0.30.4 million foreign currency lossgain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended July 1,September 30, 2012 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $14.710.9 million recorded in “Net effect of swaps.”
The amounts reclassified from AOCI into income for the periods noted above are primarily the result of the Partnership’s initial three-year requirement to swap at least 75% of its aggregate term debt to fixed rates under the terms of the Amended 2010 Credit Agreement.
 

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


16


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 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 on a recurring basis:
  Total Level 1 Level 2 Level 3
June 30, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(20,122) $
 $(20,122) $
Interest rate swap agreements (2)
 (6,650) 
 (6,650) 
Net derivative liability $(26,772) $
 $(26,772) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
July 1, 2012        
Interest rate swap agreements (1)
 $(35,146) $
 $(35,146) $
Net derivative liability $(35,146) $
 $(35,146) $
  Total Level 1 Level 2 Level 3
September 29, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(5,483) $
 $(5,483) $
Interest rate swap agreements (2)
 (26,163) 
 (26,163) 
Net derivative liability $(31,646) $
 $(31,646) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
September 30, 2012        
Interest rate swap agreements (1)
 $(34,708) $
 $(34,708) $
Net derivative liability $(34,708) $
 $(34,708) $
(1)Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet
(2)Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.70.9 million as of June 30,September 29, 2013.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.
There were no assets measured at fair value on a non-recurring basis at June 30,September 29, 2013 or July 1,September 30, 2012, except for as described below.
At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million during the quarter.
The fair value of term debt at June 30,September 29, 2013 was approximately $630.0627.6 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at June 30,September 29, 2013 was approximately $913.2922.0 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.


17


(8) Earnings per Unit:
Net income (loss) per limited partner unit is calculated based on the following unit amounts:
  Three months ended Six months endedTwelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/20126/30/2013 7/1/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,484
 55,481
 55,464
 55,433
55,446
 55,389
Effect of dilutive units:           
Unit options and restricted unit awards 152
 2
 
 
84
 3
Phantom units 186
 335
 
 
261
 452
Diluted weighted average units outstanding 55,822
 55,818
 55,464
 55,433
55,791
 55,844
Net income (loss) per unit - basic $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.11
Net income (loss) per unit - diluted $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.10
            
  Three months ended Nine months endedTwelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/20129/29/2013 9/30/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,485
 55,611
 55,472
 55,473
55,460
 55,440
Effect of dilutive units:           
Unit options and restricted unit awards 189
 45
 146
 42
120
 31
Phantom units 189
 336
 185
 333
224
 416
Diluted weighted average units outstanding 55,863
 55,992
 55,803
 55,848
55,804
 55,887
Net income per unit - basic $3.43
 $2.54
 $2.32
 $2.02
$2.13
 $1.91
Net income per unit - diluted $3.41
 $2.52
 $2.31
 $2.01
$2.12
 $1.89
            
The effect of unit options on the three, sixnine and twelve months ended June 30,September 29, 2013, had they not been out of the money or antidilutive, would have been zero, 8,9007,000, and 8,5004,000 units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the three, sixnine and twelve months ended July 1,September 30, 2012, had they not been out of the money or antidilutive, would have been 66,000, 31,00034,000 and 41,50036,000 units, respectively.
 
(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the secondthird quarter of 2013 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

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

(11) Restatement:

We haveThe Partnership has made the following correction relating to ourits use of the composite depreciation method.

This correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and twelve monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from ourthe Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with respondinga response to an SEC comment letter. WeThe Partnership ultimately concluded that such disposition was unusual and that an $8.8 million charge should be reflected in the 2011 financial statements.







18



The tables below reflect the impact on the financial statements of the correction as described above.

Balance Sheet 
(In thousands)7/1/2012
Accumulated depreciation 
As filed$(1,111,530)
Correction(8,369)
As restated$(1,119,899)
Total assets 
As filed$2,141,898
Correction(8,369)
As restated$2,133,529
Deferred Tax Liability 
As filed$137,288
Correction(3,180)
As restated$134,108
Limited Partners' Equity 
As filed$93,946
Correction(5,189)
As restated$88,757
Balance Sheet 
(In thousands)9/30/2012
Accumulated depreciation 
As filed$(1,175,744)
Correction(7,845)
As restated$(1,183,589)
Total assets 
As filed$2,089,837
Correction(7,845)
As restated$2,081,992
Deferred Tax Liability 
As filed$143,094
Correction(2,981)
As restated$140,113
Limited Partners' Equity 
As filed$212,797
Correction(4,864)
As restated$207,933








19


Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Six months ended Twelve months ended
  7/1/2012 7/1/2012 7/1/2012
Depreciation and amortization      
As filed $48,330
 $52,409
 $130,837
Correction (421) (421) (421)
As restated $47,909
 $51,988
 $130,416
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $(862) $(770) $1,599
Correction 
 
 8,790
As restated $(862) $(770) $10,389
Income (loss) before tax      
As filed $47,543
 $(39,411) $139,267
Correction 421
 421
 (8,369)
As restated $47,964
 $(38,990) $130,898
Provision (benefit) for taxes     
As filed $11,221
 $(10,318) $16,970
Correction 160
 160
 (3,180)
As restated $11,381
 $(10,158) $13,790
Net income (loss)     
As filed $36,322
 $(29,093) $122,297
Correction 261
 261
 (5,189)
As restated $36,583
 $(28,832) $117,108
       
Basic earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.21
Correction 0.01
 
 (0.10)
As restated $0.66
 $(0.52) $2.11
       
Diluted earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.19
Correction 0.01
 
 (0.09)
As restated $0.66
 $(0.52) $2.10
Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Nine months ended Twelve months ended
  9/30/2012 9/30/2012 9/30/2012
Depreciation and amortization      
As filed $60,747
 $113,156
 $128,136
Correction (524) (945) (945)
As restated $60,223
 $112,211
 $127,191
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $25,000
 $24,230
 $25,719
Correction 
 
 8,790
As restated $25,000
 $24,230
 $34,509
Income (loss) before tax      
As filed $192,401
 $152,990
 $141,606
Correction 524
 945
 (7,845)
As restated $192,925
 $153,935
 $133,761
Provision (benefit) for taxes     
As filed $51,713
 $41,395
 $30,839
Correction 199
 359
 (2,981)
As restated $51,912
 $41,754
 $27,858
Net income (loss)     
As filed $140,688
 $111,595
 $110,767
Correction 325
 586
 (4,864)
As restated $141,013
 $112,181
 $105,903
       
Basic earnings per limited partner unit:     
As filed $2.53
 $2.01
 $2.00
Correction 0.01
 0.01
 (0.09)
As restated $2.54
 $2.02
 $1.91
       
Diluted earnings per limited partner unit:     
As filed $2.51
 $2.00
 $1.98
Correction 0.01
 0.01
 (0.09)
As restated $2.52
 $2.01
 $1.89




20


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

The following tables reflect the changes in Accumulated other comprehensive income (loss)Other Comprehensive Income (Loss) related to limited partners' equity for the periodthree-, nine-, and twelve-month periods ended June 30,September 29, 2013:

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)       
   Gains and    
   Losses on Foreign  
   Cash Flow Currency  
   Hedges Items Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
 Other comprehensive      
 income before      
 reclassifications 1,940
 1,893
 3,833
        
 Amounts reclassified      
 from accumulated      
 other comprehensive      
 
income (2)
 8,624
 
 8,624
        
Net current-period other      
comprehensive income 10,564
 1,893
 12,457
        
June 30, 2013 $(15,185) $(858) $(16,043)
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at June 30, 2013 $(15,185) $(858) $(16,043)
        
Other comprehensive income before reclassifications (4,440) (699) (5,139)
        
Amounts reclassified from accumulated other comprehensive income (2)
 1,679
 
 1,679
        
Net current-period other comprehensive income (2,761) (699) (3,460)
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)       
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges      
 Interest rate contracts $10,160
  Net effect of swaps
   $10,160
  Total before tax
   (1,536)  Provision (benefit) for taxes
   $8,624
  Net of tax
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
Other comprehensive income before reclassifications (2,500) 1,194
 (1,306)
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,303
 
 10,303
        
Net current-period other comprehensive income 7,803
 1,194
 8,997
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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


21


 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at September 30, 2012 $(27,686) $(4,371) $(32,057)
        
Other comprehensive income before reclassifications (416) 2,814
 2,398
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,156
 
 10,156
        
Net current-period other comprehensive income 9,740
 2,814
 12,554
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)          
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges 3 months ended 9/29/13 9 months ended 9/29/13 12 months ended 9/29/13   
 Interest rate contracts $1,986
 $12,146
 $11,972
 Net effect of swaps
   $1,986
 $12,146
 $11,972
 Total before tax
   (307) (1,843) (1,816) Provision (benefit) for taxes
   $1,679
 $10,303
 $10,156
 Net of tax

(1) Amounts in parentheses indicate debits.

2122



(13) Consolidating Financial Information of Guarantors and Issuers:

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

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of June 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 and for the three, sixnine and twelve month periods ended June 30,September 29, 2013 and July 1,September 30, 2012. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, we havethe Partnership has included the accompanying condensed consolidating financial statements.

Since Cedar Fair, L.P., Cedar Canada and Magnum are co-issuers of the notes and co-borrowers under the 2013 Credit Agreement, all outstanding debt has been equally reflected within each co-issuer's June 30,September 29, 2013, December 31, 2012 and July 1,September 30, 2012 balance sheets in the accompanying condensed consolidating financial statements.

The consolidating financial information has been corrected for the information described in Note 11.
  

22


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $
 $
 $21,745
 $27,904
 $(6,021) $43,628
Receivables 2,960
 89,760
 86,590
 517,925
 (630,036) 67,199
Inventories 
 4,639
 4,182
 36,631
 
 45,452
Current deferred tax asset 
 23,822
 816
 3,664
 
 28,302
Prepaid advertising 
 9,181
 1,579
 5,854
 
 16,614
Other current assets 620
 2,259
 487
 13,908
 
 17,274
  3,580
 129,661
 115,399
 605,886
 (636,057) 218,469
Property and Equipment (net) 463,783
 994
 250,249
 835,875
 
 1,550,901
Investment in Park 447,080
 735,017
 129,942
 38,992
 (1,351,031) 
Goodwill 9,061
 
 119,201
 111,218
 
 239,480
Other Intangibles, net 
 
 16,880
 22,839
 
 39,719
Deferred Tax Asset 
 34,028
 
 90
 (34,118) 
Intercompany Receivable 874,125
 1,123,159
 1,165,828
 
 (3,163,112) 
Other Assets 13,605
 9,382
 7,112
 2,227
 
 32,326
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 155,522
 208,924
 7,971
 285,379
 (623,457) 34,339
Deferred revenue 
 
 18,719
 113,646
 
 132,365
Accrued interest 5,189
 3,563
 15,192
 
 
 23,944
Accrued taxes 6,534
 458
 181
 2,848
 
 10,021
Accrued salaries, wages and benefits 1
 18,642
 2,153
 9,100
 
 29,896
Self-insurance reserves 
 5,535
 1,727
 17,330
 
 24,592
Other accrued liabilities 860
 4,421
 715
 2,793
 
 8,789
  174,406
 247,843
 52,958
 431,096
 (636,057) 270,246
Deferred Tax Liability 
 
 61,544
 126,866
 (34,118) 154,292
Derivative Liability 16,039
 10,733
 
 
 
 26,772
Other Liabilities 
 5,296
 
 3,500
 
 8,796
Long-Term Debt:            
Revolving credit loans 58,000
 58,000
 58,000
 
 (116,000) 58,000
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,431
 901,431
 901,431
 
 (1,802,862) 901,431
  1,581,556
 1,581,556
 1,581,556
 
 (3,163,112) 1,581,556
             
Equity 39,233
 186,813
 108,553
 1,055,665
 (1,351,031) 39,233
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895


23


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
Receivables 12
 124,478
 70,303
 589,797
 (742,056) 42,534
Inventories 
 1,578
 2,090
 25,648
 
 29,316
Current deferred tax asset 
 3,708
 816
 3,661
 
 8,185
Income tax refundable 
 
 662
 
 
 662
Other current assets 995
 3,558
 613
 3,798
 
 8,964
  134,007
 135,615
 110,671
 634,906
 (742,056) 273,143
Property and Equipment (net) 450,205
 985
 248,484
 815,000
 
 1,514,674
Investment in Park 548,241
 824,356
 143,548
 81,719
 (1,597,864) 
Goodwill 9,061
 
 121,657
 111,218
 
 241,936
Other Intangibles, net 
 
 17,228
 22,797
 
 40,025
Deferred Tax Asset 
 30,316
 
 90
 (30,406) 
Intercompany Receivable 877,010
 1,069,069
 1,113,983
 
 (3,060,062) 
Other Assets 13,196
 9,031
 6,902
 2,140
 
 31,269
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 281,983
 159,781
 7,802
 314,367
 (742,056) 21,877
Deferred revenue 
 
 1,951
 35,676
 
 37,627
Accrued interest 2,677
 1,593
 5,983
 
 
 10,253
Accrued taxes 5,413
 29,386
 
 4,594
 
 39,393
Accrued salaries, wages and benefits 1
 27,622
 2,154
 9,844
 
 39,621
Self-insurance reserves 
 5,545
 1,896
 16,647
 
 24,088
Other accrued liabilities 991
 4,077
 694
 1,856
 
 7,618
  297,365
 234,304
 26,780
 382,984
 (754,656) 186,777
Deferred Tax Liability 
 
 61,143
 126,866
 (30,406) 157,603
Derivative Liability 18,407
 13,239
 
 
 
 31,646
Other Liabilities 
 5,573
 
 3,500
 
 9,073
Long-Term Debt:            
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,606
 901,606
 901,606
 
 (1,803,212) 901,606
  1,523,731
 1,523,731
 1,523,731
 
 (3,047,462) 1,523,731
             
Equity 192,217
 292,525
 150,819
 1,154,520
 (1,597,864) 192,217
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047


24


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2012
(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 $25,000
 $444
 $50,173
 $3,213
 $
 $78,830
Receivables 4
 101,093
 71,099
 498,555
 (652,559) 18,192
Inventories 
 1,724
 2,352
 23,764
 
 27,840
Current deferred tax asset 
 3,705
 816
 3,663
 
 8,184
Other current assets 563
 17,858
 530
 5,490
 (16,381) 8,060
  25,567
 124,824
 124,970
 534,685
 (668,940) 141,106
Property and Equipment (net) 439,506
 1,013
 268,157
 835,596
 
 1,544,272
Investment in Park 485,136
 772,183
 115,401
 53,790
 (1,426,510) 
Goodwill 9,061
 
 125,942
 111,218
 
 246,221
Other Intangibles, net 
 
 17,835
 22,817
 
 40,652
Deferred Tax Asset 
 36,443
 
 90
 (36,533) 
Intercompany Receivable 877,612
 1,070,125
 1,116,623
 
 (3,064,360) 
Other Assets 22,048
 14,832
 8,419
 2,315
 
 47,614
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $147,264
 $213,279
 $16,101
 $286,649
 $(652,559) $10,734
Deferred revenue 
 
 4,996
 34,489
 
 39,485
Accrued interest 98
 64
 15,350
 
 
 15,512
Accrued taxes 4,518
 
 6,239
 23,437
 (16,381) 17,813
Accrued salaries, wages and benefits 
 17,932
 1,214
 5,690
 
 24,836
Self-insurance reserves 
 5,528
 1,754
 16,624
 
 23,906
Other accrued liabilities 1,110
 2,502
 140
 2,164
 
 5,916
  152,990
 239,305
 45,794
 369,053
 (668,940) 138,202
Deferred Tax Liability 
 
 63,460
 126,865
 (36,533) 153,792
Derivative Liability 19,309
 12,951
 
 
 
 32,260
Other Liabilities 
 5,480
 
 3,500
 
 8,980
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 401,080
 401,080
 401,080
 
 (802,160) 401,080
  1,532,180
 1,532,180
 1,532,180
 
 (3,064,360) 1,532,180
             
Equity 154,451
 229,504
 135,913
 1,061,093
 (1,426,510) 154,451
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865

24


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
July 1, 2012 (As restated)
(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 $
 $
 $13,974
 $27,476
 $(5,521) $35,929
Receivables 
 71,210
 64,931
 436,324
 (529,512) 42,953
Inventories 
 4,861
 4,663
 41,712
 
 51,236
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Prepaid advertising 
 10,181
 596
 5,473
 
 16,250
Income tax refundable 
 
 10,083
 
 
 10,083
Other current assets 800
 2,971
 908
 4,660
 
 9,339
  800
 95,462
 95,927
 518,979
 (535,033) 176,135
Property and Equipment (net) 465,146
 1,025
 272,511
 882,682
 
 1,621,364
Investment in Park 471,253
 701,181
 114,053
 21,834
 (1,308,321) 
Intercompany Note Receivable 
 86,362
 
 
 (86,362) 
Goodwill 9,061
 
 122,960
 111,218
 
 243,239
Other Intangibles, net 
 
 17,412
 22,837
 
 40,249
Deferred Tax Asset 
 43,471
 
 
 (43,471) 
Intercompany Receivable 880,971
 1,186,016
 1,236,507
 
 (3,303,494) 
Other Assets 24,678
 16,454
 9,010
 2,400
 
 52,542
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $108,234
 $233,508
 $14,320
 $217,263
 $(535,033) $38,292
Deferred revenue 
 
 19,946
 88,521
 
 108,467
Accrued interest 481
 195
 15,353
 
 
 16,029
Accrued taxes 7,083
 571
 59
 3,027
 
 10,740
Accrued salaries, wages and benefits 1
 26,108
 2,410
 9,190
 
 37,709
Self-insurance reserves 
 4,280
 1,771
 17,147
 
 23,198
Other accrued liabilities 953
 4,489
 935
 2,275
 
 8,652
  116,752
 269,151
 54,794
 337,423
 (535,033) 243,087
Deferred Tax Liability 
 
 58,162
 119,417
 (43,471) 134,108
Derivative Liability 21,090
 14,056
 
 
 
 35,146
Other Liabilities 
 3,621
 
 3,500
 
 7,121
Intercompany Note Payable 
 
 
 86,362
 (86,362) 
Long-Term Debt:            
Revolving credit loans 111,000
 111,000
 111,000
 
 (222,000) 111,000
Term debt 1,140,100
 1,140,100
 1,140,100
 
 (2,280,200) 1,140,100
Notes 400,647
 400,647
 400,647
 
 (801,294) 400,647
  1,651,747
 1,651,747
 1,651,747
 
 (3,303,494) 1,651,747
             
Equity 62,320
 191,396
 103,677
 1,013,248
 (1,308,321) 62,320
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529


25


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)BALANCE SHEET
For the Three Months Ended September 30, 2012June 30, 2013
(As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,925
 $85,358
 $34,954
 $326,473
 $(129,090) $361,620
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 28,059
 
 31,053
Operating expenses 1,408
 52,246
 15,586
 201,134
 (129,090) 141,284
Selling, general and administrative 1,222
 26,888
 3,868
 13,789
 
 45,767
Depreciation and amortization 12,891
 9
 6,818
 26,314
 
 46,032
Loss on impairment / retirement of fixed assets, net 
 
 
 29
 
 29
  15,521
 79,143
 29,266
 269,325
 (129,090) 264,165
Operating income 28,404
 6,215
 5,688
 57,148
 
 97,455
Interest expense (income), net 10,210
 7,246
 9,843
 (1,507) 
 25,792
Net effect of swaps (1,378) (895) 
 
 
 (2,273)
Unrealized / realized foreign currency loss 
 
 14,886
 
 
 14,886
Other (income) expense 187
 (2,128) 583
 1,358
 
 
(Income) loss from investment in affiliates (30,875) (15,540) (8,232) 4,649
 49,998
 
Net income (loss) before taxes 50,260
 17,532
 (11,392) 52,648
 (49,998) 59,050
Provision (benefit) for taxes 2,870
 684
 (6,732) 14,838
 
 11,660
Net income (loss) $47,390
 $16,848
 $(4,660) $37,810
 $(49,998) $47,390
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,592
 
 1,592
 
 (1,592) 1,592
Unrealized income on cash flow hedging derivatives 1,679
 503
 
 
 (503) 1,679
Other comprehensive income, (net of tax) 3,271
 503
 1,592
 
 (2,095) 3,271
Total Comprehensive (Income) loss $50,661
 $17,351
 $(3,068) $37,810
 $(52,093) $50,661

  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 $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
Receivables 3
 108,211
 64,153
 478,372
 (621,382) 29,357
Inventories 
 1,584
 2,742
 29,267
 
 33,593
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Income tax refundable 
 
 10,454
 
 
 10,454
Other current assets 929
 2,065
 674
 3,775
 
 7,443
  43,932
 120,362
 119,073
 525,309
 (621,382) 187,294
Property and Equipment (net) 425,747
 1,025
 272,951
 856,276
 
 1,555,999
Investment in Park 572,748
 786,753
 115,271
 60,141
 (1,534,913) 
Goodwill 9,061
 
 127,384
 111,218
 
 247,663
Other Intangibles, net 
 
 18,039
 22,826
 
 40,865
Deferred Tax Asset 
 39,320
 
 
 (39,320) 
Intercompany Receivable 877,208
 1,069,721
 1,116,623
 
 (3,063,552) 
Other Assets 23,361
 15,580
 8,925
 2,305
 
 50,171
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $210,936
 $116,160
 $29,248
 $287,634
 $(621,382) $22,596
Deferred revenue 
 
 4,544
 30,138
 
 34,682
Accrued interest 735
 195
 6,082
 
 
 7,012
Accrued taxes 5,818
 42,090
 
 4,496
 
 52,404
Accrued salaries, wages and benefits 
 24,864
 2,365
 8,990
 
 36,219
Self-insurance reserves 
 4,751
 1,698
 16,643
 
 23,092
Other accrued liabilities 824
 4,097
 2,417
 3,505
 
 10,843
  218,313
 192,157
 46,354
 351,406
 (621,382) 186,848
Deferred Tax Liability 
 
 59,462
 119,971
 (39,320) 140,113
Derivative Liability 20,801
 13,907
 
 
 
 34,708
Other Liabilities 
 3,880
 
 3,500
 
 7,380
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 400,676
 400,676
 400,676
 
 (801,352) 400,676
  1,531,776
 1,531,776
 1,531,776
 
 (3,063,552) 1,531,776
             
Equity 181,167
 291,041
 140,674
 1,103,198
 (1,534,913) 181,167
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992


26


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $83,285
 $161,866
 $82,265
 $509,467
 $(244,807) $592,076
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,082
 39,761
 
 45,843
Operating expenses 1,669
 76,468
 19,042
 318,022
 (244,807) 170,394
Selling, general and administrative 1,796
 38,083
 4,781
 14,067
 
 58,727
Depreciation and amortization 18,306
 10
 8,979
 30,200
 
 57,495
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 368
 
 1
 1,268
 
 1,637
  22,139
 114,561
 38,885
 394,575
 (244,807) 325,353
Operating income 61,146
 47,305
 43,380
 114,892
 
 266,723
Interest expense (income), net 10,858
 6,901
 9,731
 (1,978) 
 25,512
Net effect of swaps 810
 567
 
 
 
 1,377
Unrealized / realized foreign currency gain 
 
 (8,615) 
 
 (8,615)
Other (income) expense 188
 (2,129) 584
 1,357
 
 
Income from investment in affiliates (146,054) (78,714) (13,606) (40,904) 279,278
 
Net income before taxes 195,344
 120,680
 55,286
 156,417
 (279,278) 248,449
Provision for taxes 4,920
 14,537
 14,390
 24,178
 
 58,025
Net income $190,424
 $106,143
 $40,896
 $132,239
 $(279,278) $190,424
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (699) 
 (699) 
 699
 (699)
Unrealized income (loss) on cash flow hedging derivatives (2,761) (1,202) 
 
 1,202
 (2,761)
Other comprehensive income (loss), (net of tax) (3,460) (1,202) (699) 
 1,901
 (3,460)
Total Comprehensive Income $186,964
 $104,941
 $40,197
 $132,239
 $(277,377) $186,964



27


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,745
 $77,510
 $41,841
 $315,637
 $(121,127) $357,606
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 28,945
 
 32,486
Operating expenses 1,438
 52,584
 15,935
 197,406
 (121,127) 146,236
Selling, general and administrative 1,656
 24,525
 4,295
 14,035
 
 44,511
Depreciation and amortization 13,531
 9
 6,985
 27,384
 
 47,909
Loss (gain) on impairment / retirement of fixed assets, net (861) 
 (1) 
 
 (862)
  15,764
 77,118
 30,755
 267,770
 (121,127) 270,280
Operating income 27,981
 392
 11,086
 47,867
 
 87,326
Interest expense, net 13,067
 8,084
 10,598
 (1,515) 
 30,234
Net effect of swaps (104) (69) 
 
 
 (173)
Unrealized / realized foreign currency gain 
 
 9,301
 
 
 9,301
Other (income) expense 188
 (2,041) 512
 1,341
 
 
Income from investment in affiliates (24,476) (16,973) (6,955) (260) 48,664
 
Income (loss) before taxes 39,306
 11,391
 (2,370) 48,301
 (48,664) 47,964
Provision (benefit) for taxes 2,723
 (1,876) (1,322) 11,856
 
 11,381
Net income (loss) $36,583
 $13,267
 $(1,048) $36,445
 $(48,664) $36,583
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 481
 
 481
 
 (481) 481
Unrealized income on cash flow hedging derivatives (2,370) (775) 
 
 775
 (2,370)
Other comprehensive income (loss), (net of tax) (1,889) (775) 481
 
 294
 (1,889)
Total Comprehensive Income (Loss) $34,694
 $12,492
 $(567) $36,445
 $(48,370) $34,694
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $79,663
 $141,134
 $88,334
 $464,902
 $(220,588) $553,445
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,447
 40,906
 
 47,353
Operating expenses 1,368
 74,191
 18,736
 289,604
 (220,588) 163,311
Selling, general and administrative 1,853
 32,627
 4,822
 13,691
 
 52,993
Depreciation and amortization 19,209
 10
 9,430
 31,574
 
 60,223
Loss on impairment / retirement of fixed assets, net 25,000
 
 
 
 
 25,000
  47,430
 106,828
 39,435
 375,775
 (220,588) 348,880
Operating income 32,233
 34,306
 48,899
 89,127
 
 204,565
Interest expense, net 12,213
 7,258
 9,897
 (2,518) 
 26,850
Net effect of swaps (104) (71) 
 
 
 (175)
Unrealized / realized foreign currency gain 
 
 (15,035) 
 
 (15,035)
Other (income) expense 186
 (2,043) 512
 1,345
 
 
Income from investment in affiliates (125,636) (79,925) (11,355) (45,354) 262,270
 
Income before taxes 145,574
 109,087
 64,880
 135,654
 (262,270) 192,925
Provision for taxes 4,561
 9,777
 17,181
 20,393
 
 51,912
Net income $141,013
 $99,310
 $47,699
 $115,261
 $(262,270) $141,013
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (563) 
 (563) 
 563
 (563)
Unrealized income (loss) on cash flow hedging derivatives (234) 48
 
 
 (48) (234)
Other comprehensive income (loss), (net of tax) (797) 48
 (563) 
 515
 (797)
Total Comprehensive Income $140,216
 $99,358
 $47,136
 $115,261
 $(261,755) $140,216

























27


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $48,243
 $93,729
 $35,243
 $367,983
 $(141,779) $403,419
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 33,096
 
 36,090
Operating expenses 2,831
 73,852
 21,527
 261,510
 (141,779) 217,941
Selling, general and administrative 2,514
 43,501
 4,579
 16,212
 
 66,806
Depreciation and amortization 13,366
 18
 6,818
 30,616
 
 50,818
Loss on impairment / retirement of fixed assets, net 36
 
 478
 115
 
 629
  18,747
 117,371
 36,396
 341,549
 (141,779) 372,284
Operating income (loss) 29,496
 (23,642) (1,153) 26,434
 
 31,135
Interest expense (income), net 20,722
 14,923
 19,607
 (3,737) 
 51,515
Net effect of swaps 4,257
 2,681
 
 
 
 6,938
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 23,844
 
 
 23,844
Other (income) expense 375
 (4,516) 1,383
 2,758
 
 
(Income) loss from investment in affiliates 41,221
 20,100
 (4,712) 25,876
 (82,485) 
Income (loss) before taxes (58,254) (69,611) (41,892) 1,537
 82,485
 (85,735)
Provision (benefit) for taxes 3,482
 (16,981) (15,986) 5,486
 
 (23,999)
Net income (loss) (61,736) (52,630) (25,906) (3,949) 82,485
 (61,736)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,893
 
 1,893
 
 (1,893) 1,893
Unrealized income (loss) on cash flow hedging derivatives 10,564
 3,038
 
 
 (3,038) 10,564
Other comprehensive income (loss), (net of tax) 12,457
 3,038
 1,893
 
 (4,931) 12,457
Total Comprehensive Income (Loss) $(49,279) $(49,592) $(24,013) $(3,949) $77,554
 $(49,279)



28


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the SixNine Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,528
 $255,595
 $117,508
 $877,450
 $(386,586) $995,495
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,076
 72,857
 
 81,933
Operating expenses 4,500
 150,320
 40,569
 579,532
 (386,586) 388,335
Selling, general and administrative 4,310
 81,584
 9,360
 30,279
 
 125,533
Depreciation and amortization 31,672
 28
 15,797
 60,816
 
 108,313
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 404
 
 479
 1,383
 
 2,266
  40,886
 231,932
 75,281
 736,124
 (386,586) 697,637
Operating income 90,642
 23,663
 42,227
 141,326
 
 297,858
Interest expense (income), net 31,580
 21,824
 29,338
 (5,715) 
 77,027
Net effect of swaps 5,067
 3,248
 
 
 
 8,315
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 15,229
 
 
 15,229
Other (income) expense 563
 (6,645) 1,967
 4,115
 
 
Income from investment in affiliates (104,833) (58,614) (18,318) (15,029) 196,794
 
Income before taxes 137,090
 51,069
 13,394
 157,955
 (196,794) 162,714
Provision (benefit) for taxes 8,402
 (2,444) (1,596) 29,664
 
 34,026
Net income $128,688
 $53,513
 $14,990
 $128,291
 $(196,794) $128,688
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,194
 
 1,194
 
 (1,194) 1,194
Unrealized income on cash flow hedging derivatives 7,803
 1,836
 
 
 (1,836) 7,803
Other comprehensive income, (net of tax) 8,997
 1,836
 1,194
 
 (3,030) 8,997
Total Comprehensive Income $137,685
 $55,349
 $16,184
 $128,291
 $(199,824) $137,685



29


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $45,201
 $80,087
 $42,107
 $343,569
 $(125,160) $385,804
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 33,032
 
 36,573
Operating expenses 2,773
 73,020
 21,592
 245,296
 (125,160) 217,521
Selling, general and administrative 2,988
 38,221
 5,055
 16,231
 
 62,495
Depreciation and amortization 14,227
 18
 6,985
 30,758
 
 51,988
Loss (gain) on impairment / retirement of fixed assets, net (779) 
 9
 
 
 (770)
  19,209
 111,259
 37,182
 325,317
 (125,160) 367,807
Operating income (loss) 25,992
 (31,172) 4,925
 18,252
 
 17,997
Interest expense, net 24,225
 14,699
 21,001
 (2,904) 
 57,021
Net effect of swaps 69
 263
 (1,475) 
 
 (1,143)
Unrealized / realized foreign currency loss 
 
 1,109
 
 
 1,109
Other (income) expense 375
 (5,076) 709
 3,992
 
 
(Income) loss from investment in affiliates 26,015
 6,477
 (3,541) 6,803
 (35,754) 
Income (loss) before taxes (24,692) (47,535) (12,878) 10,361
 35,754
 (38,990)
Provision (benefit) for taxes 4,140
 (13,548) (3,656) 2,906
 
 (10,158)
Net income (loss) $(28,832) $(33,987) $(9,222) $7,455
 $35,754
 $(28,832)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (688) 
 (688) 
 688
 (688)
Unrealized income on cash flow hedging derivatives (2,031) (677) 21
 
 656
 (2,031)
Other comprehensive income (loss), (net of tax) (2,719) (677) (667) 
 1,344
 (2,719)
Total Comprehensive Income (loss) $(31,551) $(34,664) $(9,889) $7,455
 $37,098
 $(31,551)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $124,864
 $221,221
 $130,441
 $808,471
 $(345,748) $939,249
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,988
 73,938
 
 83,926
Operating expenses 4,141
 147,211
 40,328
 534,900
 (345,748) 380,832
Selling, general and administrative 4,841
 70,848
 9,877
 29,922
 
 115,488
Depreciation and amortization 33,436
 28
 16,415
 62,332
 
 112,211
Loss on impairment / retirement of fixed assets, net 24,221
 
 9
 
 
 24,230
  66,639
 218,087
 76,617
 701,092
 (345,748) 716,687
Operating income 58,225
 3,134
 53,824
 107,379
 
 222,562
Interest expense, net 36,438
 21,957
 30,898
 (5,422) 
 83,871
Net effect of swaps (35) 192
 (1,475) 
 
 (1,318)
Unrealized / realized foreign currency gain 
 
 (13,926) 
 
 (13,926)
Other (income) expense 561
 (7,119) 1,221
 5,337
 
 
Income from investment in affiliates (99,621) (73,448) (14,896) (38,551) 226,516
 
Income before taxes 120,882
 61,552
 52,002
 146,015
 (226,516) 153,935
Provision (benefit) for taxes 8,701
 (3,771) 13,525
 23,299
 
 41,754
Net income $112,181
 $65,323
 $38,477
 $122,716
 $(226,516) $112,181
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (1,251) 
 (1,251) 
 1,251
 (1,251)
Unrealized income (loss) on cash flow hedging derivatives (1,798) (629) 21
 
 608
 (1,798)
Other comprehensive income (loss), (net of tax) (3,049) (629) (1,230) 
 1,859
 (3,049)
Total Comprehensive Income $109,132
 $64,694
 $37,247
 $122,716
 $(224,657) $109,132


























2930


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended June 30,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $148,757
 $271,778
 $133,554
 $952,082
 $(420,102) $1,086,069
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,769
 84,796
 
 94,565
Operating expenses 5,438
 177,188
 47,798
 641,501
 (420,102) 451,823
Selling, general and administrative 6,021
 91,895
 10,659
 34,047
 
 142,622
Depreciation and amortization 36,799
 40
 18,032
 70,265
 
 125,136
(Gain) on sale of other assets 
 
 
 (6,625) 
 (6,625)
Loss on impairment / retirement of fixed assets, net 25,950
 
 475
 5,310
 
 31,735
  74,208
 269,123
 86,733
 829,294
 (420,102) 839,256
Operating income 74,549
 2,655
 46,821
 122,788
 
 246,813
Interest (income) expense, net 45,022
 29,552
 39,476
 (9,005) 
 105,045
Net effect of swaps 4,050
 2,539
 
 
 
 6,589
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 13,737
 
 
 13,737
Other (income) expense 749
 (8,947) 2,694
 5,504
 
 
Income from investment in affiliates (74,816) (52,527) (15,768) (12,687) 155,798
 
Income before taxes 78,369
 19,257
 6,065
 138,976
 (155,798) 86,869
Provision (benefit) for taxes 9,417
 (13,289) (8,917) 30,706
 
 17,917
Net income $68,952
 $32,546
 $14,982
 $108,270
 $(155,798) $68,952
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,950
 
 2,950
 
 (2,950) 2,950
Unrealized income on cash flow hedging derivatives 12,735
 3,635
 
 
 (3,635) 12,735
Other comprehensive income, (net of tax) 15,685
 3,635
 2,950
 
 (6,585) 15,685
Total Comprehensive Income $84,637
 $36,181
 $17,932
 $108,270
 $(162,383) $84,637



30


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Twelve Months Ended July 1, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $150,783
 $267,882
 $138,595
 $963,915
 $(418,258) $1,102,917
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,743
 86,664
 
 97,407
Operating expenses 5,341
 175,593
 47,795
 647,795
 (418,258) 458,266
Selling, general and administrative 6,309
 88,725
 11,892
 37,847
 
 144,773
Depreciation and amortization 38,843
 42
 17,976
 73,555
 
 130,416
Loss (gain) on impairment / retirement of fixed assets, net 15
 
 (52) 10,426
 
 10,389
  50,508
 264,360
 88,354
 856,287
 (418,258) 841,251
Operating income 100,275
 3,522
 50,241
 107,628
 
 261,666
Interest expense, net 61,742
 24,419
 48,119
 (3,440) 
 130,840
Net effect of swaps (9,027) (121) (5,569) 
 
 (14,717)
Unrealized / realized foreign currency loss 
 
 14,863
 
 
 14,863
Other (income) expense 533
 (9,873) 1,602
 7,520
 
 (218)
(Income) loss from investment in affiliates (80,137) (28,421) (6,557) 6,067
 109,048
 
Income (loss) before taxes 127,164
 17,518
 (2,217) 97,481
 (109,048) 130,898
Provision (benefit) for taxes 10,056
 (26,630) 7,042
 23,322
 
 13,790
Net income (loss) $117,108
 $44,148
 $(9,259) $74,159
 $(109,048) $117,108
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 733
 
 733
 
 (733) 733
Unrealized income (loss) on cash flow hedging derivatives (3,854) (4,884) 21
 
 4,863
 (3,854)
Other comprehensive income (loss), (net of tax) (3,121) (4,884) 754
 
 4,130
 (3,121)
Total Comprehensive Income (Loss) $113,987
 $39,264
 $(8,505) $74,159
 $(104,918) $113,987

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $152,379
 $292,510
 $127,485
 $996,647
 $(444,321) $1,124,700
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,404
 83,651
 
 93,055
Operating expenses 5,739
 179,465
 48,104
 669,919
 (444,321) 458,906
Selling, general and administrative 5,964
 97,351
 10,618
 34,423
 
 148,356
Depreciation and amortization 35,896
 40
 17,581
 68,891
 
 122,408
(Gain) on sale of other assets 
 
 
 (15,368) 
 (15,368)
Loss on impairment / retirement of fixed assets, net 1,318
 
 476
 6,578
 
 8,372
  48,917
 276,856
 86,183
 848,094
 (444,321) 815,729
Operating income 103,462
 15,654
 41,302
 148,553
 
 308,971
Interest (income) expense, net 43,667
 29,195
 39,310
 (8,465) 
 103,707
Net effect of swaps 4,964
 3,177
 
 
 
 8,141
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 20,157
 
 
 20,157
Other (income) expense 751
 (9,033) 2,766
 5,516
 
 
Income from investment in affiliates (95,234) (51,316) (18,019) (8,239) 172,808
 
Income (loss) before taxes 128,139
 30,850
 (3,529) 159,741
 (172,808) 142,393
Provision (benefit) for taxes 9,776
 (8,530) (11,708) 34,492
 
 24,030
Net income $118,363
 $39,380
 $8,179
 $125,249
 $(172,808) $118,363
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,814
 
 2,814
 
 (2,814) 2,814
Unrealized income on cash flow hedging derivatives 9,740
 2,385
 
 
 (2,385) 9,740
Other comprehensive income, (net of tax) 12,554
 2,385
 2,814
 
 (5,199) 12,554
Total Comprehensive Income $130,917
 $41,765
 $10,993
 $125,249
 $(178,007) $130,917



31


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSOPERATIONS AND COMPREHENSIVE INCOME
For the SixTwelve Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $4,808
 $(30,371) $(4,856) $44,138
 $68,837
 $82,556
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 38,056
 37,167
 (18,274) 17,909
 (74,858) 
Capital expenditures (38,398) 
 (3,435) (37,356) 
 (79,189)
Net cash from (for) investing activities (342) 37,167
 (21,709) (19,447) (74,858) (79,189)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 58,000
 
 
 
 
 58,000
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,312) (8,014) (438) 
 
 (22,764)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (71,350) 1,711
 
 
 
 (69,639)
Exercise of limited partnership unit options 
 28
 
 
 
 28
Excess tax benefit from unit-based compensation expense 
 (130) 
 
 
 (130)
Net cash from (for) financing activities (29,466) (7,240) (474) 
 
 (37,180)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (1,389) 
 
 (1,389)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (25,000) (444) (28,428) 24,691
 (6,021) (35,202)
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $147,733
 $261,878
 $142,250
 $941,465
 $(409,232) $1,084,094
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,531
 85,471
 
 96,002
Operating expenses 5,452
 180,665
 47,134
 636,106
 (409,232) 460,125
Selling, general and administrative 6,865
 90,892
 11,650
 36,381
 
 145,788
Depreciation and amortization 37,698
 41
 18,300
 71,152
 
 127,191
Loss (gain) on impairment / retirement of fixed assets, net 24,188
 
 (62) 10,383
 
 34,509
  74,203
 271,598
 87,553
 839,493
 (409,232) 863,615
Operating income (loss) 73,530
 (9,720) 54,697
 101,972
 
 220,479
Interest expense, net 50,007
 28,592
 44,583
 (6,813) 
 116,369
Net effect of swaps (5,019) (1) (5,910) 
 
 (10,930)
Unrealized / realized foreign currency gain 
 
 (18,721) 
 
 (18,721)
Other (income) expense 749
 (10,205) 1,498
 7,958
 
 
Income from investment in affiliates (88,216) (50,693) (9,456) (21,713) 170,078
 
Income before taxes 116,009
 22,587
 42,703
 122,540
 (170,078) 133,761
Provision (benefit) for taxes 10,106
 (29,298) 20,942
 26,108
 
 27,858
Net income $105,903
 $51,885
 $21,761
 $96,432
 $(170,078) $105,903
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (2,672) 
 (2,672) 
 2,672
 (2,672)
Unrealized income (loss) on cash flow hedging derivatives (397) (109) 21
 
 88
 (397)
Other comprehensive income (loss), (net of tax) (3,069) (109) (2,651) 
 2,760
 (3,069)
Total Comprehensive Income $102,834
 $51,776
 $19,110
 $96,432
 $(167,318) $102,834




32


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the SixNine Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $(75,559) $47,309
 $(12,724) $44,638
 $60,941
 $64,605
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 41,361
 11,532
 (415) 13,984
 (66,462) 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (24,266) 
 (13,478) (27,136) 
 (64,880)
Net cash from (for) investing activities 18,268
 11,532
 (13,893) (13,152) (66,462) (63,707)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 111,000
 
 
 
 
 111,000
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (9,259) (6,536) (205) 
 
 (16,000)
Intercompany (payments) receipts 
 7,482
 
 (7,482) 
 
Distributions (paid) received (44,450) 92
 
 
 
 (44,358)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities 57,291
 (59,353) 9,345
 (7,482) 
 (199)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (294) 
 
 (294)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 
 (512) (17,566) 24,004
 (5,521) 405
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929
             
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $337,821
 $60,434
 $21,615
 $66,757
 $(169,672) $316,955
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (63,105) (52,172) (29,579) (24,816) 169,672
 
Sale of other assets 
 
 
 15,297
 
 15,297
Capital expenditures (43,568) 
 (5,517) (48,449) 
 (97,534)
Net cash from investing activities (106,673) (52,172) (35,096) (57,968) 169,672
 (82,237)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (107,013) 2,555
 
 
 
 (104,458)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Excess tax benefit from unit-based compensation expense 
 (148) 
 
 
 (148)
Net cash (for) financing activities (123,148) (6,413) (489) 
 
 (130,050)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (16) 
 
 (16)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 108,000
 1,849
 (13,986) 8,789
 
 104,652
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

33


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the TwelveNine Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $210,085
 $(47,009) $29,440
 $140,865
 $(30,675) $302,706
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 27,874
 (30,140) (15,735) (12,174) 30,175
 
Sale of other assets 
 
 
 14,885
 
 14,885
Capital expenditures (47,797) (8) (4,404) (56,786) 
 (108,995)
Net cash for investing activities (19,923) (30,148) (20,139) (54,075) 30,175
 (94,110)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans (53,000) 
 
 
 
 (53,000)
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Intercompany term debt (payments) receipts 
 86,362
 
 (86,362) 
 
Term debt payments, including early termination penalties (660,931) (466,114) (14,630) 
 
 (1,141,675)
Distributions (paid) received (115,839) 1,746
 
 
 
 (114,093)
Exercise of limited partnership unit options 
 57
 
 
 
 57
Payment of debt issuance costs (14,311) (8,014) (433) 
 
 (22,758)
Excess tax benefit from unit-based compensation expense 
 1,517
 
 
 
 1,517
Net cash from (for) financing activities (190,162) 77,157
 (585) (86,362) 
 (199,952)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (945) 
 
 (945)
CASH AND CASH EQUIVALENTS            
Net increase for the period 
 
 7,771
 428
 (500) 7,699
Balance, beginning of period 
 
 13,974
 27,476
 (5,521) 35,929
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $209,022
 $49,092
 $9,484
 $156,240
 $(147,094) $276,744
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (56,757) (70,669) 3,557
 (23,225) 147,094
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (29,295) (8) (14,426) (32,081) 
 (75,810)
Net cash (for) investing activities (84,879) (70,677) (10,869) (55,306) 147,094
 (74,637)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (14,468) (10,212) (320) 
 
 (25,000)
Intercompany (payments) receipts 
 93,845
 
 (93,845) 
 
Distributions (paid) received (66,675) 110
 
 
 
 (66,565)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (81,143) 23,336
 9,230
 (93,845) 
 (142,422)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 893
 
 
 893
CASH AND CASH EQUIVALENTS            
Net increase for the period 43,000
 1,751
 8,738
 7,089
 
 60,578
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
             
             

34


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $146,874
 $(73,709) $24,332
 $223,401
 $(63,983) $256,915
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (31,801) (37,181) (579) 11,099
 58,462
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (36,852) 
 (25,832) (40,701) 
 (103,385)
Net cash from (for) investing activities (67,480) (37,181) (26,411) (29,602) 58,462
 (102,212)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings (payments) on revolving credit loans 26,000
 
 
 
 
 26,000
Intercompany term debt (payments) receipts 
 183,138
 
 (183,138) 
 
Term debt payments, including early termination penalties (21,383) (15,094) (473) 
 
 (36,950)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (90,011) 269
 
 
 
 (89,742)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities (85,394) 107,928
 8,354
 (183,138) 
 (152,250)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (2,203) 
 
 (2,203)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (2,962) 4,072
 10,661
 (5,521) 250
Balance, beginning of period 6,000
 2,962
 9,902
 16,815
 
 35,679
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $258,843
 $42,367
 $32,927
 $52,457
 $(61,746) $324,848
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 24,507
 (37,602) (30,743) (17,908) 61,746
 
Sale of other assets 
 
 
 30,182
 
 30,182
Capital expenditures (47,938) (1) (5,532) (63,290) 
 (116,761)
Net cash (for) investing activities (23,431) (37,603) (36,275) (51,016) 61,746
 (86,579)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (129,277) 2,571
 
 
 
 (126,706)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Excess tax benefit from unit-based compensation expense 
 1,515
 
 
 
 1,515
Net cash (for) financing activities (145,412) (4,734) (489) 
 
 (150,635)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (254) 
 
 (254)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 90,000
 30
 (4,091) 1,441
 
 87,380
Balance, beginning of period 43,000
 2,263
 40,278
 10,561
 
 96,102
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

35


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended September 30, 2012 (As restated)
(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 $181,718
 $(157,023) $8,795
 $314,835
 $(75,771) $272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (35,830) (42,342) 8,488
 (6,087) 75,771
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (33,025) (8) (23,050) (37,037) 
 (93,120)
Net cash (for) investing activities (67,682) (42,350) (14,562) (43,124) 75,771
 (91,947)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany term debt (payments) receipts 
 269,500
 
 (269,500) 
 
Term debt payments, including early termination penalties (14,467) (10,213) (320) 
 
 (25,000)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (105,569) 261
 
 
 
 (105,308)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (120,036) 199,147
 8,507
 (269,500) 
 (181,882)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 1,065
 
 
 1,065
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (226) 3,805
 2,211
 
 (210)
Balance, beginning of period 49,000
 2,489
 36,473
 8,350
 
 96,312
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102


36


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

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

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

Aside fromAlong with attendance and guest per capita statistics, discrete financial information and operating results are not prepared at the regional level, but rather at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.


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

Income Taxes
In the secondthird quarter of 2013, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012 except as noted below.
Change in Depreciation Method
Effective January 1, 2013, the Partnershipwe changed itsour method of depreciation 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 from the composite method to the unit method.
Historically, the Partnershipwe had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.
In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnershipwe had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for

36


all assets. The Partnership believesWe believe that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be

37


accounted for prospectively. This prospective application will result in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.
The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended June 30,September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.


Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three-, six-nine- and twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012.
 
  Three months ended Six months ended Twelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/2012 6/30/2013 7/1/2012
  (13 weeks) (14 weeks) (26 weeks) (26 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income (loss) $47,390
 $36,583
 $(61,736) $(28,832) $68,952
 $117,108
Interest expense 25,861
 30,236
 51,624
 57,039
 105,204
 130,927
Interest income (69) (2) (109) (18) (159) (87)
Provision (benefit) for taxes 11,660
 11,381
 (23,999) (10,158) 17,917
 13,790
Depreciation and amortization 46,032
 47,909
 50,818
 51,988
 125,136
 130,416
EBITDA 130,874
 126,107
 16,598
 70,019
 317,050
 392,154
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps (2,273) (173) 6,938
 (1,143) 6,589
 (14,717)
Unrealized foreign currency loss 14,875
 8,878
 23,756
 629
 13,946
 14,549
Non-cash equity expense 869
 568
 3,802
 2,268
 4,799
 2,257
Loss (gain) on impairment/retirement of fixed assets, net 29
 (862) 629
 (770) 31,735
 10,389
Gain on sale of other assets 
 
 
 
 (6,625) 
Terminated merger costs 
 
 
 
 
 150
Refinancing costs 
 
 
 
 
 (195)
Other non-recurring items (as defined) (297) 444
 508
 2,165
 2,523
 6,420
Adjusted EBITDA (1)
 $144,077
 $134,962
 $86,804
 $73,168
 $404,590
 $411,007
             
(1) As permitted by and defined in the 2013 Credit Agreement        
  Three months ended Nine months ended Twelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
  (13 weeks) (13 weeks) (39 weeks) (39 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income $190,424
 $141,013
 $128,688
 $112,181
 $118,363
 $105,903
Interest expense 25,529
 26,863
 77,153
 83,902
 103,870
 116,437
Interest income (17) (13) (126) (31) (163) (68)
Provision for taxes 58,025
 51,912
 34,026
 41,754
 24,030
 27,858
Depreciation and amortization 57,495
 60,223
 108,313
 112,211
 122,408
 127,191
EBITDA 331,456
 279,998
 348,054
 350,017
 368,508
 377,321
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps 1,377
 (175) 8,315
 (1,318) 8,141
 (10,930)
Unrealized foreign currency (gain) loss (8,385) (14,737) 15,371
 (14,108) 20,298
 (17,502)
Non-cash equity expense 843
 362
 4,645
 2,630
 5,280
 2,619
Loss on impairment/retirement of fixed assets, net 1,637
 25,000
 2,266
 24,230
 8,372
 34,509
Gain on sale of other assets (8,743) 
 (8,743) 
 (15,368) 
Terminated merger costs 
 
 
 
 
 150
Other non-recurring items (as defined) 197
 1,861
 705
 4,026
 859
 7,445
Adjusted EBITDA (1)
 $318,382
 $292,309
 $405,186
 $365,477
 $430,663
 $393,612
             
(1) As permitted by and defined in the 2013 Credit Agreement        

3738


Results of Operations:

Restatement -

We have made the followinga correction relating to our use of the composite depreciation method.

This The correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and 12 monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from our composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership'sour initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal was reviewed in connection with respondinga response to an SEC comment letter. We ultimately concluded that such disposition was unusual and that an $8.8 million charge should have been reflected in the 2011 financial statements.

SixNine months ended June 30,September 29, 2013

The fiscal six-monthnine-month period ended June 30,September 29, 2013, consisted of a 26-week39-week period and included a total of 9171,936 operating days compared with 2639 weeks and 1,0012,178 operating days for the fiscal six-monthnine-month period ended July 1,September 30, 2012. The difference in operating days is primarily due to the sale of atwo non-core water park in the fourth quarter of 2012,parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate for 2013.

The following table presents key financial information for the sixnine months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Six months ended Six months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (26 weeks) (26 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $403,419
 $385,804
 $17,615
 4.6 %
Operating costs and expenses 320,837
 316,589
 4,248
 1.3 %
Depreciation and amortization 50,818
 51,988
 (1,170) (2.3)%
Loss (gain) on impairment / retirement of fixed assets 629
 (770) 1,399
 N/M
Operating income $31,135
 $17,997
 $13,138
 73.0 %
         
Other Data:        
Adjusted EBITDA $86,804
 $73,168
 $13,636
 18.6 %
Attendance 8,677
 8,729
 (52) (0.6)%
Per capita spending $42.17
 $40.24
 $1.93
 4.8 %
Out-of-park revenues $48,110
 $45,266
 $2,844
 6.3 %
  Nine months ended Nine months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (39 weeks) (39 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $995,495
 $939,249
 $56,246
 6.0 %
Operating costs and expenses 595,801
 580,246
 15,555
 2.7 %
Depreciation and amortization 108,313
 112,211
 (3,898) (3.5)%
Loss on impairment / retirement of fixed assets 2,266
 24,230
 (21,964) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $297,858
 $222,562
 $75,296
 33.8 %
         
Other Data:        
Adjusted EBITDA $405,186
 $365,477
 $39,709
 10.9 %
Attendance 20,652
 20,689
 (37) (0.2)%
Per capita spending $44.24
 $41.78
 $2.46
 5.9 %
Out-of-park revenues $106,801
 $99,526
 $7,275
 7.3 %

Net revenues for the sixnine months ended June 30,September 29, 2013 increased $17.6$56.3 million to $403.4$995.5 million from $385.8$939.2 million during the sixnine months ended July 1,September 30, 2012. The increase in revenues reflects a 5%6%, or $1.93,$2.46, increase in average in-park guest per capita spending during the first sixnine months of the year when compared with the first sixnine months of 2012. In-park guest per capita spending represents the average amount spent per attendee to gain admission to a park plus all amounts spent while inside the park gates. The increase in per capita spending reflects a 4%5% increase in the admissions per capita spendingcap and a 5%6% increase in pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Additionally, for the six-monthnine-month period, out-of-park revenues increased 6%7%, or $2.8$7.3 million. Out-of-park revenues include the sale of hotel rooms, food, merchandise, and other complementary activities located outside of the park gates, as well as transaction fees from on-line product sales. The increase in out-of-park revenues was primarily driven by the strong performance of our resort properties, which saw us drivedrove higher average daily room rates (ADR's) while maintaining or growing occupancy rates. The increase in overall net revenues also reflects a less than 1% decrease inincludes attendance that was essentially comparable through the first sixnine months of 2013 when compared with the same period a year ago. This decreaseThe variance in attendance is entirely attributable to the sale of thetwo non-core water park in the fourth quarter of 2012.parks. Excluding the sale of the water parks, attendance increased 1%, or 195,000 visits on a comparable park attendance was comparable to the same period last year.basis.

3839



Revenues for the first sixnine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($0.23.6 million) during the period.

For the six-monthnine-month period in 2013, operating costs and expenses increased 1%3%, or $4.2$15.6 million, to $320.8$595.8 million from $316.6$580.2 million for the same period in 2012, the net result of a $0.4$7.5 million increase in operating expenses and a $4.3$10.0 million increase in selling, general and administrative costs.costs ("SG&A"). These cost increases were offset slightly by a $0.52%, or $1.9 million decrease in cost of goods sold during the period. The $0.4$7.5 million increase in operating expenses was due to an increaseincreases of approximately $4.3 million in employee costs, $3.2 million in operating supplies and $1.5 million in labor costs andmaintenance materials, offset slightly by a $1.7decrease of $2.7 million increase in operating supplies.insurance expense. The increase in laboremployee costs was primarily due to increased health-care insurance costs while operatingof benefits. Operating supplies increased due to new extra-charge attractions, uniforms, and expenses related to the premium benefit offerings.offerings and improved guest services. The increase$2.7 million decrease in operating costsinsurance expense was somewhat offset bydue to a reduction in insurance settlements and accruals. The $4.3$10.0 million increase in SG&A expenses was due primarily to additional marketing efforts and agency advertising costs, and increased full-time laboremployee costs, largely related to fullperformance incentives and an increase in staffing levels and performance incentives.levels.

Depreciation and amortization expense for the period decreased $1.2$3.9 million due to several significant assets being fully depreciated at the end of 2012. For the six-monthnine-month period of 2013, the $8.7 million gain on sale of other assets relates to the sale of one of our non-core water parks. For the period, loss on impairment/retirement of fixed assets was $0.6totaled $2.3 million reflectingfor the retirement of assets during the period at several of our properties. Loss on impairment/retirement of fixed assets for the period ended September 30, 2012 totaled $24.2 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom, offset slightly by gains on other retirements. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income for the period increased $13.1$75.3 million to $31.1$297.9 million in the first halfnine months of 2013 from operating income of $18.0$222.6 million in the first halfnine months of 2012.

Interest expense for the first halfnine months of 2013 was $51.6$77.2 million, a decrease of $5.4$6.8 million from the first halfnine months of 2012. The decrease in interest expense was due to the settlement of our Canadian cross-currency swaps in the first quarter of 2012, the decrease in non-cash amortization expense dueresulting from the write-off of loan fees related to theour prior credit agreement, and a decrease in revolver interest due to lower average borrowings and a lower average cost due toeffective interest rate from the March 2013 refinancing.

The net effect of our swaps resulted in a non-cash charge to earnings of $6.9$8.3 million for the first halfnine months of 2013 compared with a $1.1$1.3 million non-cash benefit to earnings in the first halfnine months of 2012. The difference reflects the regularly scheduled amortization of amounts in AOCI related to interest rate swaps, the write off of amounts in AOCI related to de-designated interest rate swaps, as well as gains from marking the ineffective designated and de-designated swaps to market. During the current year-to-date period, we also recognized a $23.8$15.2 million net charge to earnings for unrealized/realized foreign currency gains,losses, which representedincluded a $14.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Additionally, due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the current year-to-date period.

During the first halfnine months of 2013, a benefitprovision for taxes of $24.0$34.0 million was recorded to account for publicly traded partnership (“PTP”) taxes and the tax attributes of our corporate subsidiaries. During the same six monthnine-month period in 2012, a $10.2$41.8 million benefitprovision for taxes was recorded. Actual cash taxes paid or payable are estimated to be between $14 and $17 million for the 2013 calendar year.

After interest expense and the benefit for taxes, the net lossincome for the sixnine months ended June 30,September 29, 2013 totaled $61.7$128.7 million, or $1.11$2.31 per diluted limited partner unit, compared with a net lossincome of $28.8$112.2 million, or $0.52$2.01 per diluted unit, for the same period a year ago.

For the six-monthnine-month period, Adjusted EBITDA (as defined in the 2013 Credit Agreement), which we believe is a meaningful measure of our park-level operating results, increased to $86.8$405.2 million compared with $73.2$365.5 million for the fiscal six-monthnine-month period ended July 1,September 30, 2012. This increase was due to the growth in revenues produced in large part by the continued success of our premium benefit offerings, admissions sales and admission sales program,our food and beverage initiatives, offset slightly by an increase in employee related costs, advertising expenses, and advertising expenses.operating supply costs related to targeted initiatives which enhance our guests' experiences at our parks. For additional information regarding Adjusted EBITDA, including how we define Adjusted EBITDA, why we believe it provides useful information, and for a reconciliation to net income, see page 38.

Second



40


Third Quarter -

The fiscal three-month period ended June 30,September 29, 2013, consisted of a 13-week period and included a total of 8001,019 operating days compared with 1413 weeks and 9051,177 operating days for the fiscal three-month period ended July 1,September 30, 2012. The difference in operating days is due to the sale of atwo non-core water park in the fourth quarter of 2012parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013.







39






The following table presents key financial information for the three months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Three months ended Three months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (13 weeks) (14 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $361,620
 $357,606
 $4,014
 1.1 %
Operating costs and expenses 218,104
 223,233
 (5,129) (2.3)%
Depreciation and amortization 46,032
 47,909
 (1,877) (3.9)%
Loss (gain) on impairment / retirement of fixed assets 29
 (862) 891
 N/M
Operating income $97,455
 $87,326
 $10,129
 11.6 %
         
Other Data:        
Adjusted EBITDA $144,077
 $134,962
 $9,115
 6.8 %
Attendance 7,872
 8,225
 (353) (4.3)%
Per capita spending $42.36
 $40.32
 $2.04
 5.1 %
Out-of-park revenues $37,576
 $35,878
 $1,698
 4.7 %
  Three months ended Three months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (13 weeks) (13 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $592,076
 $553,445
 $38,631
 7.0 %
Operating costs and expenses 274,964
 263,657
 11,307
 4.3 %
Depreciation and amortization 57,495
 60,223
 (2,728) (4.5)%
Loss on impairment / retirement of fixed assets 1,637
 25,000
 (23,363) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $266,723
 $204,565
 $62,158
 30.4 %
         
Other Data:        
Adjusted EBITDA $318,382
 $292,309
 $26,073
 8.9 %
Attendance 11,975
 11,960
 15
 0.1 %
Per capita spending $45.73
 $42.90
 $2.83
 6.6 %
Out-of-park revenues $58,690
 $54,260
 $4,430
 8.2 %

For the quarter ended June 30,September 29, 2013, net revenues increased 1%7%, or $4.0$38.6 million, to $361.6$592.1 million from $357.6$553.5 million in the secondthird quarter of 2012. This increase reflects a 5%7% increase in average in-park per capita spending and a 5%an 8%, or $1.7$4.4 million, increase in out-of park revenues, offset slightly by a decrease of 4% in combined attendance.and attendance that was comparable with the prior year period. The increase in per capita spending was the result of higher admissions pricing, improvements in our food and beverage programs, and the successful expansion of our in-park premium benefit offerings.offerings, and improvements in our food and beverage programs. The increase in out-of-park revenues was due to the strong performance of our resort properties. The decrease inExcluding the sale our two non-core water parks, attendance for the second quarter was the direct result of fewer operating days in the period, the shift of the Easter and Spring Break holidays to the first quarter of 2013, and unfavorable short-term weather trends.increased 2%, or 207,000 visits on a comparable park basis.

Operating costs and expenses for the quarter decreased 2%increased 4%, or $5.1$11.3 million, to $218.1$275.0 million from $223.2$263.7 million in the secondthird quarter of 2012, the net result of a $1.4$1.5 million decrease in cost of goods sold, a $5.0$7.0 million decreaseincrease in operating expenses and a $1.3$5.7 million increase in SG&A costs. As a percentage of net revenues, costs and expenses decreased 120 basis points, and was
in line with expectations. The decrease in cost of goods sold was primarily the result of successful cost-savings initiatives in food and beverage. The $5.0$7.0 million decreaseincrease in operating expenses was primarily due to lower employee-relateda $2.8 million increase in employee related costs, and maintenancea $1.6 million increase in operating supplies, and expenses.a $1.5 million increase in maintenance expense. The declineincrease in employee related costs was primarily due to the one less week of operations during the second quarter of 2013 compared with the second quarter of 2012, as well as reduced expenses related to the sale of one of our water parkshigher staffing levels, salary increases, and increases in November 2012. The decline in maintenancebenefit costs. Operating supplies wasincreased due to the timing of expenses due to the one less week in operations during the second quarter of 2013.premium benefit offerings and improved guest services. The $1.3$5.7 million increase in SG&A costs was due to increases in employee-related costs and agency advertising costs, offset somewhat by a decline in professional and administrative costs. The increase in SG&A employee-related expenses was due to improvementsan increase in staffing levels across the company,performance incentive awards due to strong 2013 operating results to date, as well as an increase in equity-related compensation due to unit price appreciation.staffing levels across the company. Advertising costs increased as a result of additional marketing efforts in the period.period, including our Customer Relationship Management platform.

Depreciation and amortization expense for the quarter decreased $1.9$2.7 million primarily due to several significant assets reaching the end of their depreciable lives at the end of 2012. For the third quarter of 2013, the gain on sale of other assets was $8.7 million, reflecting the gain on the sale of one of our non-core water parks. Loss on impairment/retirement of fixed assets for the current period was $1.6 million, reflecting losses on the retirement of assets across all of our parks. Loss on impairment/retirement of fixed assets during the quarter ended September 30, 2012 totaled $25.0 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income in the secondthird quarter of 2013 increased $10.1$62.1 million to $97.4$266.7 million from operating income of $87.3$204.6 million in the secondthird quarter of 2012.

41


 
Interest expense for the secondthird quarter of 2013 was $25.9$25.5 million, representing a $4.4$1.3 million decrease from the interest expense for the secondthird quarter of 2012. As mentioned in the six-monthnine-month discussion above, interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.


40


During the 2013 secondthird quarter, the net effect of our swaps resulted in a $2.3$1.4 million non-cash benefitcharge to earnings, compared to a non-cash benefit to earnings of $0.2 million in the secondthird quarter of 2012. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative portfolio. During the 2013 secondthird quarter, we also recognized a $14.9$8.6 million net chargebenefit to earnings for unrealized/realized foreign currency losses related to angains, which included a $8.5 million unrealized foreign currency lossgain on the U.S.-dollar denominated debt held at our Canadian property.

During the quarter, a provision for taxes of $11.7$58.0 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a provision for taxes of $11.4$51.9 million in the same period a year ago. After interest expense and the provision for taxes, net income for the quarter totaled $47.4$190.4 million, or $0.85$3.41 per diluted limited partner unit, compared with net income of $36.6$141.0 million, or $0.66$2.52 per diluted unit, for the secondthird quarter a year ago.

For the current quarter, Adjusted EBITDA increased to $144.1$318.4 million from $135.0$292.3 million for the fiscal secondthird quarter of 2012. The approximate $9.1$26.1 million increase in Adjusted EBITDA was primarily duelargely attributable to incremental revenues resulting primarily from higher average guest per capita spending, as well as increases in out-of-park revenues in the quarter. Adjusted EBITDA in the second quarter also benefited from a reduction in operating expenses in the period, due to one less week of operationsThese revenue increases were somewhat offset by higher costs associated with improving guest services and one less water park in operation.

expanding our marketing efforts.

Twelve Months Ended June 30,September 29, 2013 -

The fiscal twelve-month period ended June 30,September 29, 2013, consisted of a 52-week period and 2,2982,140 operating days compared with 53 weeks and 2,4922,416 operating days for the fiscal twelve-month period ended July 1,September 30, 2012. The difference in operating days was due primarily to anthe sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the extra week of operations in the twelve monthtwelve-month period ending July 1,September 30, 2012.

The following table presents key financial information for the twelve months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Twelve months ended Twelve months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,086,069
 $1,102,917
 $(16,848) (1.5)%
Operating costs and expenses 689,010
 700,446
 (11,436) (1.6)%
Depreciation and amortization 125,136
 130,416
 (5,280) (4.0)%
(Gain) on sale of other assets (6,625) 
 (6,625) N/M
Loss on impairment/retirement of fixed assets 31,735
 10,389
 21,346
 N/M
Operating income $246,813
 $261,666
 $(14,853) (5.7)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $404,590
 $411,007
 $(6,417) (1.6)%
Adjusted EBITDA margin 37.3% 37.3% 
  %
Attendance 23,248
 24,934
 (1,686) (6.8)%
Per capita spending $42.67
 $40.40
 $2.27
 5.6 %
Out-of-park revenues $119,611
 $124,394
 (4,783) (3.8)%
  Twelve months ended Twelve months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,124,700
 $1,084,094
 $40,606
 3.7 %
Operating costs and expenses 700,317
 701,915
 (1,598) (0.2)%
Depreciation and amortization 122,408
 127,191
 (4,783) (3.8)%
Gain on sale of other assets (15,368) 
 (15,368) N/M
Loss on impairment/retirement of fixed assets 8,372
 34,509
 (26,137) N/M
Operating income $308,971
 $220,479
 $88,492
 40.1 %
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $430,663
 $393,612
 $37,051
 9.4 %
Adjusted EBITDA margin 38.3% 36.3% 
 2.0 %
Attendance 23,263
 23,961
 (698) (2.9)%
Per capita spending $44.13
 $41.44
 $2.69
 6.5 %
Out-of-park revenues $124,041
 $119,460
 4,581
 3.8 %

Net revenues totaled $1,086.11,124.7 million for the twelve months ended June 30,September 29, 2013, decreasingincreasing $16.840.6 million, from $1,102.91,084.1 million for the trailing twelve months ended July 1,September 30, 2012. The 2% decrease4% increase in revenues for the twelve-month period was primarily due to the extra week of operationsdriven by a 7% increase in the prior year's twelve month period. For the current twelve month period,average in-park guest per capita spending, increased 6%, onthe result of a stronger admissions per capita spendingcap and improved pure in-park spending. The increase in pure in-park spending which was driven largely byin large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased between

42


years due primarily to the extra week of operations in the twelve-month period ended July 1, 2012.September 30, 2012, as well as the sale of two non-core water parks during the current year period. Out-of-park revenues increased $4.6 million primarily due to an increase in processing fees as part of our expansion of ticketing options. The decreaseincrease in net revenues for the twelve months ended June 30,September 29, 2013 also reflects the negative impact of currency exchange rates and the weakening Canadian dollar on our Canadian operations (approximately $3.7$3.2 million) during the period.


41


Operating costs and expenses decreased $11.4$1.6 million, or 2%less than 1%, to $689.0$700.3 million, in large part due to one less week of operations in the current twelve-month period, and were in line with expectations. The decrease in costs and expenses reflects a $2.8$2.9 million decrease in cost of goods sold and a $6.4$1.2 million decrease in operating expenses, anddue primarily to the one less week in the period. These year-over-year cost decreases were partially offset by a $2.2 decrease$2.6 million increase in SG&A costs. The increase in SG&A costs reflects a $2.8 million increase in employment-related costs related to higher staffing levels and incentive compensation plans tied to company performance and a $3.0 million increase in advertising costs related to the transition to a new advertising agency, somewhat offset by a $2.6 decrease in professional and administrative costs, the result of reductions in litigation expenses and consulting fees in the period. The overall decrease in costs and expenses also reflects the impact of exchange rates on our Canadian operations ($0.61.0 million) during the period.

For the twelve-month period ending September 29, 2013, the gain on sale of other assets was $15.4 million, reflecting the gain on the sale of two non-core water parks during the period. Loss on impairment/retirement of fixed assets net,for the period was $8.4 million, due to the removal of a ride to enhance a section of one of our parks, as well as retirements of assets across all of our properties. Loss on impairment/retirement of fixed assets during the period ended September 30, 2012 totaled $31.7$34.5 million, which reflectsreflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom along with losses on other retirements. During the twelve-month period ended June 30, 2013, two non-core assets were sold at gains totaling $6.6 million. During the twelve-month period ended July 1, 2012, aand an $8.8 million charge of $10.4 million for the retirement of fixed assets was recorded,an asset which includes the retirement of the asset asis further described in Note 11 to the financial statements.

Depreciation and amortization expense for the period decreased $5.3$4.8 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of 2012. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period decreased $14.9increased $88.5 million to $246.8$309.0 million from $261.7$220.5 million.

Interest expense for the twelve months ended June 30,September 29, 2013 decreased $25.7$12.5 million to $105.2$103.9 million, from $130.9$116.4 million for the same twelve-month period a year ago. The reductiondecrease in interest expense was primarily attributablereflects a decrease in revolver interest in the period due to an approximate 300 basis point (bps) declinelower borrowings and a lower average cost resulting from the March 2013 refinancing, a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our effective interest rate,prior credit agreement, and the result of lower fixed rates on London InterBank Offered Rate (LIBOR) within our interest-rate swap contracts. Additionally during the current period, the average outstanding balanceimpact of the revolver, as well assettlement of our Canadian cross-currency swaps in the average borrowing rate on the revolver, both declined resulting in lower interest expense.first quarter of 2012.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a charge to earnings of $6.6$8.1 million compared to a benefit to earnings of $14.7$10.9 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI and write-off of amounts related to de-designated swaps, which were offset by gains from marking the ineffective and de-designated swaps to market and foreign currency gains related to the U.S.-dollar denominated Canadian term loan in the current period. During the current period, we also recognized a $13.7$20.2 million charge to earnings for unrealized/realized foreign currency losses, which included a $13.9$19.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of $17.9$24.0 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of $13.8$27.9 million in twelve-month period ended July 1, 2012 for the tax attributes of our corporate subsidiaries and PTP taxes.September 30, 2012.

After interest expense and provision for taxes, net income for the period totaled $69.0$118.4 million, or $1.24$2.12 per diluted limited partner unit, compared with net income of $117.1$105.9 million, or $2.10$1.89 per diluted unit, a year ago.

As discussed above, the current twelve-monthtrailing-twelve-month results include one less week of operations due to the timing of the secondthird quarter fiscal close. Comparing the twelve-month periods for both 2013 and 2012 on a comparable 52-week basis, net revenues would be up approximately $37.3$55.1 million, or 4%5%, on increases in both average in-park guest per capita spending and out-of- parkout-of-park revenues, partially offset by a slight decline in attendance. The increase in average in-park guest per capita spending is primarily due to a higher admissions per capita spendingcap and improved pure in-park spending, which was driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Out-of-park revenues would have increased $0.7$6.3 million primarily due to an increase in transaction fees from on-line ticket sales. Attendance for the comparable period would have decreased 404,000351,000 visits, primarily due to soft attendance during the fourth quarter of 2012 compared with the fourth quarter of 2011.


43


On a comparable 52-week basis, operating costs and expenses would have increased approximately $10.1$9.1 million, the net result of a $1.7$1.9 million increasedecrease in cost of goods sold, a $7.4$6.2 million increase in operating expenses and a $1.0$4.8 million increase in SG&A costs. The increase in operating expenses was primarily attributable to an increase in employment-related expenses of $7.0$3.3 million, a $4.7$3.9 million increase in operating supply costs, a $1.9 million increase in property and other non-income taxes, and a $1.4$1.6 million increase in utility costs. Somewhat offsetting these operating-expense increases were decreases in maintenance expenses of $5.0$3.5 million and insurance expenses of $3.3$1.6 million. The increase in employment-related costs was largely due to higher benefit costs and increased seasonal labor hours resulting from expanded operating hours at several parks, the introduction of additional attractions and enhanced guest services at our parks. Operating supply costssupplies increased due largely to the introduction of new extra-charge attractions and incremental expenses related to our expanded premium benefit offerings. Property taxes increased due to the timing

42


of the receipt of a refund at one of our parks in the trailing-twelve-month period ended July 1, 2012, while utilityUtility costs increased primarily due to rate increases and the addition of new rides and attractions at the parks. The increase in SG&A costs for the period reflects a $3.1$3.4 million increase in employment-related costs due to higher staffing levels and bonusincentive compensation plans tied to company performance, and a $1.9$4.0 million increase in advertising costs related to the transition to a new advertising agency, and a $1.3 million increase in operating supplies, largely related to the expansion of our e-commerce platform.agency. Somewhat offsetting these SG&A cost increases was a $4.6$2.5 million decrease in professional and administrative costs primarily due to reductions in litigation expenses and consulting fees in the period.

Adjusted EBITDA for the twelve-month period ended June 30,September 29, 2013, decreased $6.4increased $37.1 million, or 2%9%, to $404.6$430.7 million. This decrease was due to the one fewer operating week in the current twelve-month period. On a same-week basis, Adjusted EBITDA for the twelve-month period would have increased approximately $26.1$40.9 million, or 7%11%. On a same-week basis, our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased 120190 bps to 37.3%38.3% from 36.1%36.4% for the twelve-month period ended June 30,September 29, 2013, primarily due to an increase in revenues resulting from the continued success of high-margin revenues initiatives as our new premium guest benefit offerings and theour admission pricing, program combined with continued focus on controlling operating costs.

JulyOctober 2013 -

Based on preliminary results, through August 4, 2013, net revenues through November 3, 2013 were approximately $712$1,104 million, up 5%6%, or $36$65 million, compared with $676$1,039 million for the same period last year. The increase was athe result of an approximate 5%6%, or $2.24,$2.31, increase in average in-park guest per capita spending to $43.47,a record $44.33, and aan approximate 7%, or $5$8 million increase, in out-of-park revenues to $78$117 million. These increases were slightly offset by a less than one percent, or 52,000-visit, decreaseAlso contributing to revenue growth was an increase in attendance to 15.0 million visits.of 100,000 visits, compared with last year. Excluding the sale of two water park sold in 2012,parks, attendance was up 1%2%, or 75,000334,000 visits, when compared with this time last year.to a record 22.7 million visits on a comparable park basis.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the secondthird quarter of 2013 in sound condition. The negative working capital ratio (current liabilitiesassets divided by current assets)liabilities) of 1.21.5 at June 30,September 29, 2013 reflects the impact of our seasonal business. Cash, receivablesReceivables, inventories, and inventoriespayables are at normal seasonal levels and credit facilities arelevels.
Operating Activities
During the nine-month period ended September 29, 2013, net cash provided by operating activities increased $40.2 million from the same period a year ago, primarily due to the year-over-year growth in placerevenues.
For the twelve-month period ended September 29, 2013 net cash provided by operating activities increased $52.3 million from the same period a year ago, also reflective of the year-over-year growth in revenues.
Investing Activities
Net cash used in investing activities in the first nine months of 2013 was $82.2 million, an increase of $7.6 million compared with the nine month period ended September 30, 2012. Within investing activities, capital expenditures increased $21.7 million. During the current period, $15.3 million was received for the sale of a non-core waterpark.
Net cash used in investing activities for the trailing-twelve-month period ended September 29, 2013 totaled $86.6 million compared with $91.9 million for the same period a year ago. The decrease reflects the receipt of $30.2 million from the sale of two non-core water parks during the period, offset somewhat by a $23.6 million increase in capital expenditures.
Financing Activities
Net cash used in financing activities in the first nine months of 2013 was $130.1 million, a decrease of $12.3 million compared with the nine-month period ended September 30, 2012. The decrease was due to funda one-time cash cost of $50.5 million to settle our Canadian derivative in the first quarter of 2012, offset somewhat by an increase in distributions paid in the current liabilities.year of $37.9 million.
Net cash used in financing activities in the trailing-twelve-month period ended September 29, 2013 totaled $150.6 million, a decrease of $31.2 million compared with the twelve-month period ended September 30, 2012. The decrease was due to the $50.5

44


million Canadian derivative settlement in 2012, offset somewhat by an increase in distributions paid of $21.4 million in the current twelve-month period.
In July 2010, we issued $405 million of 9.125% senior unsecured notes, maturing in 2018, in a private placement, including $5.6 million of Original Issue Discount (OID) to yield 9.375%. Concurrently with this offering, we entered into a new $1,435 million credit agreement (the "2010 Credit Agreement"), which included a $1,175 million senior secured term loan facility and a $260 million senior secured revolving credit facility. The net proceeds from the offering of the notes, along with borrowings under the 2010 Credit Agreement, were used to repay in full all amounts outstanding under our previous credit facilities.

In February 2011, we amended the 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") and extended the maturity date of the U.S. term loan portion of the credit facilities by one year. Under the Amended 2010 Credit Agreement, the extended U.S. term loan was scheduled to mature in December of 2017 and bore interest at a rate of LIBOR plus 300 bps, with a LIBOR floor of 100 bps.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013,we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

43


letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.4 million of fixed-rate debt (including OID), $58.0 million outstanding borrowings under our revolving credit facility, and cash on hand of $43.6 million. After letters of credit, which totaled $16.4 million at June 30, 2013, we had $180.6 million of available borrowings under the revolving credit facility under the 2013 Credit Agreement.
Our $405 million of senior unsecured notes require semi-annual interest payments in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.
In February 2011, we amended our 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") to provide a $1,175 million senior secured term loan facility with interest at a rate of LIBOR plus 300 bps along with a LIBOR floor of 100 bps. The amendment extended the maturity date of the term loan portion of the credit facilities to December 2018.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013, we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Our $500 million of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%.

Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the Amended 2010 Credit Agreement. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. The Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.6 million of fixed-rate debt (including OID), no outstanding borrowings under our revolving credit facility, and cash on hand of $183.5 million. After letters of credit, which totaled $16.4 million at September 29, 2013, we had $238.6 million of available borrowings under the revolving credit facility.
In order to maintainlock in fixed interest costs on a portion of our domestic term debt, in September 2010 we entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, we determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of $7.2 million recorded in AOCI through the date of de-designation are being amortized through December 2015.
In March 2011, we entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to earnings and

45


recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.
In May 2011, we entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.
As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, and accordingly, the May 2011 swaps are now over hedged. On March 4, 2013, we entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The September 2010 swaps, the March 2011 swaps, and the March 2013 swapsCombination Swaps were jointly designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.33%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million, which will be amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.
During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%. In October 2013, the Partnership entered into an additional forward-starting interest rate swap agreement ("October 2013 swaps") that will effectively convert $100 million of variable-rate debt to a 2.70% fixed rate beginning in December of 2015.
At June 30,September 29, 2013, the fair market value of the September 2010 swaps, the March 2011 swaps and the March 2013 swapsderivative portfolio was a liability of $20.131.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet. The May 2011 swaps had a fair market value of $6.7 million as of June 30, 2013 and was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

44


The following table presents our September 20102013 forwards and the October 2013 swaps March 2011 swaps,which mature in December 2018, and the Combination Swaps and May 2011 swaps, and March 2013 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 2.27% 50,000
 2.54%
 75,000
 2.30% 30,000
 2.54%
 50,000
 2.29% 70,000
 2.54%
 150,000
 2.43% 50,000
 2.54%
 50,000
 2.29%    
 50,000
 2.43%    
 25,000
 2.30%    
Total $'s / Average Rate$600,000
 2.33% $200,000
 2.54%
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 3.00% $200,000
 2.27%
 100,000
 3.00% 150,000
 2.43%
 100,000
 3.00% 75,000
 2.30%
 100,000
 2.70% 70,000
 2.54%
     50,000
 2.54%
     50,000
 2.54%
     50,000
 2.43%
     50,000
 2.29%
     50,000
 2.29%
     30,000
 2.54%
     25,000
 2.30%
Total $'s / Average Rate$500,000
 2.94% $800,000
 2.38%


46


The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

45


give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

47


As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

48


as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

4749


ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

4850


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 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

4951


INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

5052
s / Average Rate
$600,000
 2.33% $200,000
 2.54%$400,000
 3.00% $800,000
 2.38%
 

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $
 $(2,866) Interest Expense $
 $(3,221) Net effect of swaps $3,268
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(5,483) $438
 Interest Expense $
 $(2,990) Net effect of swaps $
 $
                 

14


(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   6/30/13 7/1/12
Interest rate swaps (1)
 Net effect of swaps 992
 
    $992
 $
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   9/29/13 9/30/12
Interest rate swaps (1)
 Net effect of swaps 609
 
    $609
 $
       
(1)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

14


During the quarter ended June 30,September 29, 2013, in addition to gains of $3.3 million and $1.00.6 million recognized in income on the ineffective portion of derivatives and on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a benefitcharge to earnings of $2.31.4 million recorded in “Net effect of swaps.”

For the three-month period ended July 1,September 30, 2012, $0.2 million of expenseincome representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of $0.2 million recorded in “Net effect of swaps.”


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the six-monthnine-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Six months ended Six months ended   Six months ended Six months ended   Six months ended Six months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $2,266
 $(2,746) Interest Expense $(2,797) $(6,014) Net effect of swaps $3,703
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Nine months ended Nine months ended   Nine months ended Nine months ended   Nine months ended Nine months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(3,217) $(2,308) Interest Expense $(2,797) $(9,004) Net effect of swaps $3,703
 $
                 
(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Six months ended Six months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps (479) 
    $(479) $1,279
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Nine months ended Nine months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps 130
 
    $130
 $1,279
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
During the six-monthnine-month period ended June 30,September 29, 2013, in addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.34.3 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter.period. The effect of these amounts resulted in a charge to earnings of $6.98.3 million recorded in “Net effect of swaps.”

For the six-monthnine-month period ended July 1,September 30, 2012, in addition to the $1.3 million gain recognized in income on the ineffective portion of derivatives noted in the tables above, $0.40.2 million of expense representing the amortization of amounts in AOCI for the swaps and $0.2 million of foreign currency gain in the quarterperiod related to the U.S. dollar denominated Canadian term loan were

15


recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of $1.11.3 million recorded in “Net effect of swaps.”









15


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
(In thousands): 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $5,152
 $(18,396) Interest Expense $(8,810) $(9,037) Net effect of swaps $3,703
 $20,193
                 
(In thousands) 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(769) $(873) Interest Expense $(5,820) $(12,027) Net effect of swaps $3,703
 $4,797
                 

(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps 
 9,139
Foreign currency swaps Net effect of swaps 
 (3,081)
Interest rate swaps (2)
 Net effect of swaps $(479) $
    $(479) $6,058
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps 
 (4,483)
Foreign currency swaps Net effect of swaps 
 10,129
Interest rate swaps (2)
 Net effect of swaps $130
 $
    $130
 $5,646
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
In addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain recognized in income on the ineffective portion of derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.04.1 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended June 30,September 29, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of $6.68.1 million recorded in “Net effect of swaps.”
For the twelve monthtwelve-month period ending July 1,September 30, 2012, in addition to the $20.24.8 million gain recognized in income on the ineffective portion of derivatives designated as derivatives and $6.15.6 million of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above, $11.30.1 million of expenseincome representing the amortization of amounts in AOCI for the swaps and a $0.30.4 million foreign currency lossgain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended July 1,September 30, 2012 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $14.710.9 million recorded in “Net effect of swaps.”
The amounts reclassified from AOCI into income for the periods noted above are primarily the result of the Partnership’s initial three-year requirement to swap at least 75% of its aggregate term debt to fixed rates under the terms of the Amended 2010 Credit Agreement.
 

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


16


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 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 on a recurring basis:
  Total Level 1 Level 2 Level 3
June 30, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(20,122) $
 $(20,122) $
Interest rate swap agreements (2)
 (6,650) 
 (6,650) 
Net derivative liability $(26,772) $
 $(26,772) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
July 1, 2012        
Interest rate swap agreements (1)
 $(35,146) $
 $(35,146) $
Net derivative liability $(35,146) $
 $(35,146) $
  Total Level 1 Level 2 Level 3
September 29, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(5,483) $
 $(5,483) $
Interest rate swap agreements (2)
 (26,163) 
 (26,163) 
Net derivative liability $(31,646) $
 $(31,646) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
September 30, 2012        
Interest rate swap agreements (1)
 $(34,708) $
 $(34,708) $
Net derivative liability $(34,708) $
 $(34,708) $
(1)Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet
(2)Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.70.9 million as of June 30,September 29, 2013.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.
There were no assets measured at fair value on a non-recurring basis at June 30,September 29, 2013 or July 1,September 30, 2012, except for as described below.
At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million during the quarter.
The fair value of term debt at June 30,September 29, 2013 was approximately $630.0627.6 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at June 30,September 29, 2013 was approximately $913.2922.0 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.


17


(8) Earnings per Unit:
Net income (loss) per limited partner unit is calculated based on the following unit amounts:
  Three months ended Six months endedTwelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/20126/30/2013 7/1/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,484
 55,481
 55,464
 55,433
55,446
 55,389
Effect of dilutive units:           
Unit options and restricted unit awards 152
 2
 
 
84
 3
Phantom units 186
 335
 
 
261
 452
Diluted weighted average units outstanding 55,822
 55,818
 55,464
 55,433
55,791
 55,844
Net income (loss) per unit - basic $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.11
Net income (loss) per unit - diluted $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.10
            
  Three months ended Nine months endedTwelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/20129/29/2013 9/30/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,485
 55,611
 55,472
 55,473
55,460
 55,440
Effect of dilutive units:           
Unit options and restricted unit awards 189
 45
 146
 42
120
 31
Phantom units 189
 336
 185
 333
224
 416
Diluted weighted average units outstanding 55,863
 55,992
 55,803
 55,848
55,804
 55,887
Net income per unit - basic $3.43
 $2.54
 $2.32
 $2.02
$2.13
 $1.91
Net income per unit - diluted $3.41
 $2.52
 $2.31
 $2.01
$2.12
 $1.89
            
The effect of unit options on the three, sixnine and twelve months ended June 30,September 29, 2013, had they not been out of the money or antidilutive, would have been zero, 8,9007,000, and 8,5004,000 units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the three, sixnine and twelve months ended July 1,September 30, 2012, had they not been out of the money or antidilutive, would have been 66,000, 31,00034,000 and 41,50036,000 units, respectively.
 
(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the secondthird quarter of 2013 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

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

(11) Restatement:

We haveThe Partnership has made the following correction relating to ourits use of the composite depreciation method.

This correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and twelve monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from ourthe Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with respondinga response to an SEC comment letter. WeThe Partnership ultimately concluded that such disposition was unusual and that an $8.8 million charge should be reflected in the 2011 financial statements.







18



The tables below reflect the impact on the financial statements of the correction as described above.

Balance Sheet 
(In thousands)7/1/2012
Accumulated depreciation 
As filed$(1,111,530)
Correction(8,369)
As restated$(1,119,899)
Total assets 
As filed$2,141,898
Correction(8,369)
As restated$2,133,529
Deferred Tax Liability 
As filed$137,288
Correction(3,180)
As restated$134,108
Limited Partners' Equity 
As filed$93,946
Correction(5,189)
As restated$88,757
Balance Sheet 
(In thousands)9/30/2012
Accumulated depreciation 
As filed$(1,175,744)
Correction(7,845)
As restated$(1,183,589)
Total assets 
As filed$2,089,837
Correction(7,845)
As restated$2,081,992
Deferred Tax Liability 
As filed$143,094
Correction(2,981)
As restated$140,113
Limited Partners' Equity 
As filed$212,797
Correction(4,864)
As restated$207,933








19


Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Six months ended Twelve months ended
  7/1/2012 7/1/2012 7/1/2012
Depreciation and amortization      
As filed $48,330
 $52,409
 $130,837
Correction (421) (421) (421)
As restated $47,909
 $51,988
 $130,416
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $(862) $(770) $1,599
Correction 
 
 8,790
As restated $(862) $(770) $10,389
Income (loss) before tax      
As filed $47,543
 $(39,411) $139,267
Correction 421
 421
 (8,369)
As restated $47,964
 $(38,990) $130,898
Provision (benefit) for taxes     
As filed $11,221
 $(10,318) $16,970
Correction 160
 160
 (3,180)
As restated $11,381
 $(10,158) $13,790
Net income (loss)     
As filed $36,322
 $(29,093) $122,297
Correction 261
 261
 (5,189)
As restated $36,583
 $(28,832) $117,108
       
Basic earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.21
Correction 0.01
 
 (0.10)
As restated $0.66
 $(0.52) $2.11
       
Diluted earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.19
Correction 0.01
 
 (0.09)
As restated $0.66
 $(0.52) $2.10
Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Nine months ended Twelve months ended
  9/30/2012 9/30/2012 9/30/2012
Depreciation and amortization      
As filed $60,747
 $113,156
 $128,136
Correction (524) (945) (945)
As restated $60,223
 $112,211
 $127,191
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $25,000
 $24,230
 $25,719
Correction 
 
 8,790
As restated $25,000
 $24,230
 $34,509
Income (loss) before tax      
As filed $192,401
 $152,990
 $141,606
Correction 524
 945
 (7,845)
As restated $192,925
 $153,935
 $133,761
Provision (benefit) for taxes     
As filed $51,713
 $41,395
 $30,839
Correction 199
 359
 (2,981)
As restated $51,912
 $41,754
 $27,858
Net income (loss)     
As filed $140,688
 $111,595
 $110,767
Correction 325
 586
 (4,864)
As restated $141,013
 $112,181
 $105,903
       
Basic earnings per limited partner unit:     
As filed $2.53
 $2.01
 $2.00
Correction 0.01
 0.01
 (0.09)
As restated $2.54
 $2.02
 $1.91
       
Diluted earnings per limited partner unit:     
As filed $2.51
 $2.00
 $1.98
Correction 0.01
 0.01
 (0.09)
As restated $2.52
 $2.01
 $1.89




20


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

The following tables reflect the changes in Accumulated other comprehensive income (loss)Other Comprehensive Income (Loss) related to limited partners' equity for the periodthree-, nine-, and twelve-month periods ended June 30,September 29, 2013:

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)       
   Gains and    
   Losses on Foreign  
   Cash Flow Currency  
   Hedges Items Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
 Other comprehensive      
 income before      
 reclassifications 1,940
 1,893
 3,833
        
 Amounts reclassified      
 from accumulated      
 other comprehensive      
 
income (2)
 8,624
 
 8,624
        
Net current-period other      
comprehensive income 10,564
 1,893
 12,457
        
June 30, 2013 $(15,185) $(858) $(16,043)
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at June 30, 2013 $(15,185) $(858) $(16,043)
        
Other comprehensive income before reclassifications (4,440) (699) (5,139)
        
Amounts reclassified from accumulated other comprehensive income (2)
 1,679
 
 1,679
        
Net current-period other comprehensive income (2,761) (699) (3,460)
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)       
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges      
 Interest rate contracts $10,160
  Net effect of swaps
   $10,160
  Total before tax
   (1,536)  Provision (benefit) for taxes
   $8,624
  Net of tax
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
Other comprehensive income before reclassifications (2,500) 1,194
 (1,306)
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,303
 
 10,303
        
Net current-period other comprehensive income 7,803
 1,194
 8,997
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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


21


 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at September 30, 2012 $(27,686) $(4,371) $(32,057)
        
Other comprehensive income before reclassifications (416) 2,814
 2,398
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,156
 
 10,156
        
Net current-period other comprehensive income 9,740
 2,814
 12,554
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)          
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges 3 months ended 9/29/13 9 months ended 9/29/13 12 months ended 9/29/13   
 Interest rate contracts $1,986
 $12,146
 $11,972
 Net effect of swaps
   $1,986
 $12,146
 $11,972
 Total before tax
   (307) (1,843) (1,816) Provision (benefit) for taxes
   $1,679
 $10,303
 $10,156
 Net of tax

(1) Amounts in parentheses indicate debits.

2122



(13) Consolidating Financial Information of Guarantors and Issuers:

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

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of June 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 and for the three, sixnine and twelve month periods ended June 30,September 29, 2013 and July 1,September 30, 2012. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, we havethe Partnership has included the accompanying condensed consolidating financial statements.

Since Cedar Fair, L.P., Cedar Canada and Magnum are co-issuers of the notes and co-borrowers under the 2013 Credit Agreement, all outstanding debt has been equally reflected within each co-issuer's June 30,September 29, 2013, December 31, 2012 and July 1,September 30, 2012 balance sheets in the accompanying condensed consolidating financial statements.

The consolidating financial information has been corrected for the information described in Note 11.
  

22


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $
 $
 $21,745
 $27,904
 $(6,021) $43,628
Receivables 2,960
 89,760
 86,590
 517,925
 (630,036) 67,199
Inventories 
 4,639
 4,182
 36,631
 
 45,452
Current deferred tax asset 
 23,822
 816
 3,664
 
 28,302
Prepaid advertising 
 9,181
 1,579
 5,854
 
 16,614
Other current assets 620
 2,259
 487
 13,908
 
 17,274
  3,580
 129,661
 115,399
 605,886
 (636,057) 218,469
Property and Equipment (net) 463,783
 994
 250,249
 835,875
 
 1,550,901
Investment in Park 447,080
 735,017
 129,942
 38,992
 (1,351,031) 
Goodwill 9,061
 
 119,201
 111,218
 
 239,480
Other Intangibles, net 
 
 16,880
 22,839
 
 39,719
Deferred Tax Asset 
 34,028
 
 90
 (34,118) 
Intercompany Receivable 874,125
 1,123,159
 1,165,828
 
 (3,163,112) 
Other Assets 13,605
 9,382
 7,112
 2,227
 
 32,326
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 155,522
 208,924
 7,971
 285,379
 (623,457) 34,339
Deferred revenue 
 
 18,719
 113,646
 
 132,365
Accrued interest 5,189
 3,563
 15,192
 
 
 23,944
Accrued taxes 6,534
 458
 181
 2,848
 
 10,021
Accrued salaries, wages and benefits 1
 18,642
 2,153
 9,100
 
 29,896
Self-insurance reserves 
 5,535
 1,727
 17,330
 
 24,592
Other accrued liabilities 860
 4,421
 715
 2,793
 
 8,789
  174,406
 247,843
 52,958
 431,096
 (636,057) 270,246
Deferred Tax Liability 
 
 61,544
 126,866
 (34,118) 154,292
Derivative Liability 16,039
 10,733
 
 
 
 26,772
Other Liabilities 
 5,296
 
 3,500
 
 8,796
Long-Term Debt:            
Revolving credit loans 58,000
 58,000
 58,000
 
 (116,000) 58,000
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,431
 901,431
 901,431
 
 (1,802,862) 901,431
  1,581,556
 1,581,556
 1,581,556
 
 (3,163,112) 1,581,556
             
Equity 39,233
 186,813
 108,553
 1,055,665
 (1,351,031) 39,233
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895


23


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
Receivables 12
 124,478
 70,303
 589,797
 (742,056) 42,534
Inventories 
 1,578
 2,090
 25,648
 
 29,316
Current deferred tax asset 
 3,708
 816
 3,661
 
 8,185
Income tax refundable 
 
 662
 
 
 662
Other current assets 995
 3,558
 613
 3,798
 
 8,964
  134,007
 135,615
 110,671
 634,906
 (742,056) 273,143
Property and Equipment (net) 450,205
 985
 248,484
 815,000
 
 1,514,674
Investment in Park 548,241
 824,356
 143,548
 81,719
 (1,597,864) 
Goodwill 9,061
 
 121,657
 111,218
 
 241,936
Other Intangibles, net 
 
 17,228
 22,797
 
 40,025
Deferred Tax Asset 
 30,316
 
 90
 (30,406) 
Intercompany Receivable 877,010
 1,069,069
 1,113,983
 
 (3,060,062) 
Other Assets 13,196
 9,031
 6,902
 2,140
 
 31,269
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 281,983
 159,781
 7,802
 314,367
 (742,056) 21,877
Deferred revenue 
 
 1,951
 35,676
 
 37,627
Accrued interest 2,677
 1,593
 5,983
 
 
 10,253
Accrued taxes 5,413
 29,386
 
 4,594
 
 39,393
Accrued salaries, wages and benefits 1
 27,622
 2,154
 9,844
 
 39,621
Self-insurance reserves 
 5,545
 1,896
 16,647
 
 24,088
Other accrued liabilities 991
 4,077
 694
 1,856
 
 7,618
  297,365
 234,304
 26,780
 382,984
 (754,656) 186,777
Deferred Tax Liability 
 
 61,143
 126,866
 (30,406) 157,603
Derivative Liability 18,407
 13,239
 
 
 
 31,646
Other Liabilities 
 5,573
 
 3,500
 
 9,073
Long-Term Debt:            
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,606
 901,606
 901,606
 
 (1,803,212) 901,606
  1,523,731
 1,523,731
 1,523,731
 
 (3,047,462) 1,523,731
             
Equity 192,217
 292,525
 150,819
 1,154,520
 (1,597,864) 192,217
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047


24


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2012
(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 $25,000
 $444
 $50,173
 $3,213
 $
 $78,830
Receivables 4
 101,093
 71,099
 498,555
 (652,559) 18,192
Inventories 
 1,724
 2,352
 23,764
 
 27,840
Current deferred tax asset 
 3,705
 816
 3,663
 
 8,184
Other current assets 563
 17,858
 530
 5,490
 (16,381) 8,060
  25,567
 124,824
 124,970
 534,685
 (668,940) 141,106
Property and Equipment (net) 439,506
 1,013
 268,157
 835,596
 
 1,544,272
Investment in Park 485,136
 772,183
 115,401
 53,790
 (1,426,510) 
Goodwill 9,061
 
 125,942
 111,218
 
 246,221
Other Intangibles, net 
 
 17,835
 22,817
 
 40,652
Deferred Tax Asset 
 36,443
 
 90
 (36,533) 
Intercompany Receivable 877,612
 1,070,125
 1,116,623
 
 (3,064,360) 
Other Assets 22,048
 14,832
 8,419
 2,315
 
 47,614
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $147,264
 $213,279
 $16,101
 $286,649
 $(652,559) $10,734
Deferred revenue 
 
 4,996
 34,489
 
 39,485
Accrued interest 98
 64
 15,350
 
 
 15,512
Accrued taxes 4,518
 
 6,239
 23,437
 (16,381) 17,813
Accrued salaries, wages and benefits 
 17,932
 1,214
 5,690
 
 24,836
Self-insurance reserves 
 5,528
 1,754
 16,624
 
 23,906
Other accrued liabilities 1,110
 2,502
 140
 2,164
 
 5,916
  152,990
 239,305
 45,794
 369,053
 (668,940) 138,202
Deferred Tax Liability 
 
 63,460
 126,865
 (36,533) 153,792
Derivative Liability 19,309
 12,951
 
 
 
 32,260
Other Liabilities 
 5,480
 
 3,500
 
 8,980
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 401,080
 401,080
 401,080
 
 (802,160) 401,080
  1,532,180
 1,532,180
 1,532,180
 
 (3,064,360) 1,532,180
             
Equity 154,451
 229,504
 135,913
 1,061,093
 (1,426,510) 154,451
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865

24


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
July 1, 2012 (As restated)
(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 $
 $
 $13,974
 $27,476
 $(5,521) $35,929
Receivables 
 71,210
 64,931
 436,324
 (529,512) 42,953
Inventories 
 4,861
 4,663
 41,712
 
 51,236
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Prepaid advertising 
 10,181
 596
 5,473
 
 16,250
Income tax refundable 
 
 10,083
 
 
 10,083
Other current assets 800
 2,971
 908
 4,660
 
 9,339
  800
 95,462
 95,927
 518,979
 (535,033) 176,135
Property and Equipment (net) 465,146
 1,025
 272,511
 882,682
 
 1,621,364
Investment in Park 471,253
 701,181
 114,053
 21,834
 (1,308,321) 
Intercompany Note Receivable 
 86,362
 
 
 (86,362) 
Goodwill 9,061
 
 122,960
 111,218
 
 243,239
Other Intangibles, net 
 
 17,412
 22,837
 
 40,249
Deferred Tax Asset 
 43,471
 
 
 (43,471) 
Intercompany Receivable 880,971
 1,186,016
 1,236,507
 
 (3,303,494) 
Other Assets 24,678
 16,454
 9,010
 2,400
 
 52,542
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $108,234
 $233,508
 $14,320
 $217,263
 $(535,033) $38,292
Deferred revenue 
 
 19,946
 88,521
 
 108,467
Accrued interest 481
 195
 15,353
 
 
 16,029
Accrued taxes 7,083
 571
 59
 3,027
 
 10,740
Accrued salaries, wages and benefits 1
 26,108
 2,410
 9,190
 
 37,709
Self-insurance reserves 
 4,280
 1,771
 17,147
 
 23,198
Other accrued liabilities 953
 4,489
 935
 2,275
 
 8,652
  116,752
 269,151
 54,794
 337,423
 (535,033) 243,087
Deferred Tax Liability 
 
 58,162
 119,417
 (43,471) 134,108
Derivative Liability 21,090
 14,056
 
 
 
 35,146
Other Liabilities 
 3,621
 
 3,500
 
 7,121
Intercompany Note Payable 
 
 
 86,362
 (86,362) 
Long-Term Debt:            
Revolving credit loans 111,000
 111,000
 111,000
 
 (222,000) 111,000
Term debt 1,140,100
 1,140,100
 1,140,100
 
 (2,280,200) 1,140,100
Notes 400,647
 400,647
 400,647
 
 (801,294) 400,647
  1,651,747
 1,651,747
 1,651,747
 
 (3,303,494) 1,651,747
             
Equity 62,320
 191,396
 103,677
 1,013,248
 (1,308,321) 62,320
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529


25


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)BALANCE SHEET
For the Three Months Ended September 30, 2012June 30, 2013
(As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,925
 $85,358
 $34,954
 $326,473
 $(129,090) $361,620
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 28,059
 
 31,053
Operating expenses 1,408
 52,246
 15,586
 201,134
 (129,090) 141,284
Selling, general and administrative 1,222
 26,888
 3,868
 13,789
 
 45,767
Depreciation and amortization 12,891
 9
 6,818
 26,314
 
 46,032
Loss on impairment / retirement of fixed assets, net 
 
 
 29
 
 29
  15,521
 79,143
 29,266
 269,325
 (129,090) 264,165
Operating income 28,404
 6,215
 5,688
 57,148
 
 97,455
Interest expense (income), net 10,210
 7,246
 9,843
 (1,507) 
 25,792
Net effect of swaps (1,378) (895) 
 
 
 (2,273)
Unrealized / realized foreign currency loss 
 
 14,886
 
 
 14,886
Other (income) expense 187
 (2,128) 583
 1,358
 
 
(Income) loss from investment in affiliates (30,875) (15,540) (8,232) 4,649
 49,998
 
Net income (loss) before taxes 50,260
 17,532
 (11,392) 52,648
 (49,998) 59,050
Provision (benefit) for taxes 2,870
 684
 (6,732) 14,838
 
 11,660
Net income (loss) $47,390
 $16,848
 $(4,660) $37,810
 $(49,998) $47,390
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,592
 
 1,592
 
 (1,592) 1,592
Unrealized income on cash flow hedging derivatives 1,679
 503
 
 
 (503) 1,679
Other comprehensive income, (net of tax) 3,271
 503
 1,592
 
 (2,095) 3,271
Total Comprehensive (Income) loss $50,661
 $17,351
 $(3,068) $37,810
 $(52,093) $50,661

  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 $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
Receivables 3
 108,211
 64,153
 478,372
 (621,382) 29,357
Inventories 
 1,584
 2,742
 29,267
 
 33,593
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Income tax refundable 
 
 10,454
 
 
 10,454
Other current assets 929
 2,065
 674
 3,775
 
 7,443
  43,932
 120,362
 119,073
 525,309
 (621,382) 187,294
Property and Equipment (net) 425,747
 1,025
 272,951
 856,276
 
 1,555,999
Investment in Park 572,748
 786,753
 115,271
 60,141
 (1,534,913) 
Goodwill 9,061
 
 127,384
 111,218
 
 247,663
Other Intangibles, net 
 
 18,039
 22,826
 
 40,865
Deferred Tax Asset 
 39,320
 
 
 (39,320) 
Intercompany Receivable 877,208
 1,069,721
 1,116,623
 
 (3,063,552) 
Other Assets 23,361
 15,580
 8,925
 2,305
 
 50,171
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $210,936
 $116,160
 $29,248
 $287,634
 $(621,382) $22,596
Deferred revenue 
 
 4,544
 30,138
 
 34,682
Accrued interest 735
 195
 6,082
 
 
 7,012
Accrued taxes 5,818
 42,090
 
 4,496
 
 52,404
Accrued salaries, wages and benefits 
 24,864
 2,365
 8,990
 
 36,219
Self-insurance reserves 
 4,751
 1,698
 16,643
 
 23,092
Other accrued liabilities 824
 4,097
 2,417
 3,505
 
 10,843
  218,313
 192,157
 46,354
 351,406
 (621,382) 186,848
Deferred Tax Liability 
 
 59,462
 119,971
 (39,320) 140,113
Derivative Liability 20,801
 13,907
 
 
 
 34,708
Other Liabilities 
 3,880
 
 3,500
 
 7,380
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 400,676
 400,676
 400,676
 
 (801,352) 400,676
  1,531,776
 1,531,776
 1,531,776
 
 (3,063,552) 1,531,776
             
Equity 181,167
 291,041
 140,674
 1,103,198
 (1,534,913) 181,167
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992


26


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $83,285
 $161,866
 $82,265
 $509,467
 $(244,807) $592,076
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,082
 39,761
 
 45,843
Operating expenses 1,669
 76,468
 19,042
 318,022
 (244,807) 170,394
Selling, general and administrative 1,796
 38,083
 4,781
 14,067
 
 58,727
Depreciation and amortization 18,306
 10
 8,979
 30,200
 
 57,495
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 368
 
 1
 1,268
 
 1,637
  22,139
 114,561
 38,885
 394,575
 (244,807) 325,353
Operating income 61,146
 47,305
 43,380
 114,892
 
 266,723
Interest expense (income), net 10,858
 6,901
 9,731
 (1,978) 
 25,512
Net effect of swaps 810
 567
 
 
 
 1,377
Unrealized / realized foreign currency gain 
 
 (8,615) 
 
 (8,615)
Other (income) expense 188
 (2,129) 584
 1,357
 
 
Income from investment in affiliates (146,054) (78,714) (13,606) (40,904) 279,278
 
Net income before taxes 195,344
 120,680
 55,286
 156,417
 (279,278) 248,449
Provision for taxes 4,920
 14,537
 14,390
 24,178
 
 58,025
Net income $190,424
 $106,143
 $40,896
 $132,239
 $(279,278) $190,424
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (699) 
 (699) 
 699
 (699)
Unrealized income (loss) on cash flow hedging derivatives (2,761) (1,202) 
 
 1,202
 (2,761)
Other comprehensive income (loss), (net of tax) (3,460) (1,202) (699) 
 1,901
 (3,460)
Total Comprehensive Income $186,964
 $104,941
 $40,197
 $132,239
 $(277,377) $186,964



27


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,745
 $77,510
 $41,841
 $315,637
 $(121,127) $357,606
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 28,945
 
 32,486
Operating expenses 1,438
 52,584
 15,935
 197,406
 (121,127) 146,236
Selling, general and administrative 1,656
 24,525
 4,295
 14,035
 
 44,511
Depreciation and amortization 13,531
 9
 6,985
 27,384
 
 47,909
Loss (gain) on impairment / retirement of fixed assets, net (861) 
 (1) 
 
 (862)
  15,764
 77,118
 30,755
 267,770
 (121,127) 270,280
Operating income 27,981
 392
 11,086
 47,867
 
 87,326
Interest expense, net 13,067
 8,084
 10,598
 (1,515) 
 30,234
Net effect of swaps (104) (69) 
 
 
 (173)
Unrealized / realized foreign currency gain 
 
 9,301
 
 
 9,301
Other (income) expense 188
 (2,041) 512
 1,341
 
 
Income from investment in affiliates (24,476) (16,973) (6,955) (260) 48,664
 
Income (loss) before taxes 39,306
 11,391
 (2,370) 48,301
 (48,664) 47,964
Provision (benefit) for taxes 2,723
 (1,876) (1,322) 11,856
 
 11,381
Net income (loss) $36,583
 $13,267
 $(1,048) $36,445
 $(48,664) $36,583
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 481
 
 481
 
 (481) 481
Unrealized income on cash flow hedging derivatives (2,370) (775) 
 
 775
 (2,370)
Other comprehensive income (loss), (net of tax) (1,889) (775) 481
 
 294
 (1,889)
Total Comprehensive Income (Loss) $34,694
 $12,492
 $(567) $36,445
 $(48,370) $34,694
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $79,663
 $141,134
 $88,334
 $464,902
 $(220,588) $553,445
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,447
 40,906
 
 47,353
Operating expenses 1,368
 74,191
 18,736
 289,604
 (220,588) 163,311
Selling, general and administrative 1,853
 32,627
 4,822
 13,691
 
 52,993
Depreciation and amortization 19,209
 10
 9,430
 31,574
 
 60,223
Loss on impairment / retirement of fixed assets, net 25,000
 
 
 
 
 25,000
  47,430
 106,828
 39,435
 375,775
 (220,588) 348,880
Operating income 32,233
 34,306
 48,899
 89,127
 
 204,565
Interest expense, net 12,213
 7,258
 9,897
 (2,518) 
 26,850
Net effect of swaps (104) (71) 
 
 
 (175)
Unrealized / realized foreign currency gain 
 
 (15,035) 
 
 (15,035)
Other (income) expense 186
 (2,043) 512
 1,345
 
 
Income from investment in affiliates (125,636) (79,925) (11,355) (45,354) 262,270
 
Income before taxes 145,574
 109,087
 64,880
 135,654
 (262,270) 192,925
Provision for taxes 4,561
 9,777
 17,181
 20,393
 
 51,912
Net income $141,013
 $99,310
 $47,699
 $115,261
 $(262,270) $141,013
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (563) 
 (563) 
 563
 (563)
Unrealized income (loss) on cash flow hedging derivatives (234) 48
 
 
 (48) (234)
Other comprehensive income (loss), (net of tax) (797) 48
 (563) 
 515
 (797)
Total Comprehensive Income $140,216
 $99,358
 $47,136
 $115,261
 $(261,755) $140,216

























27


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $48,243
 $93,729
 $35,243
 $367,983
 $(141,779) $403,419
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 33,096
 
 36,090
Operating expenses 2,831
 73,852
 21,527
 261,510
 (141,779) 217,941
Selling, general and administrative 2,514
 43,501
 4,579
 16,212
 
 66,806
Depreciation and amortization 13,366
 18
 6,818
 30,616
 
 50,818
Loss on impairment / retirement of fixed assets, net 36
 
 478
 115
 
 629
  18,747
 117,371
 36,396
 341,549
 (141,779) 372,284
Operating income (loss) 29,496
 (23,642) (1,153) 26,434
 
 31,135
Interest expense (income), net 20,722
 14,923
 19,607
 (3,737) 
 51,515
Net effect of swaps 4,257
 2,681
 
 
 
 6,938
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 23,844
 
 
 23,844
Other (income) expense 375
 (4,516) 1,383
 2,758
 
 
(Income) loss from investment in affiliates 41,221
 20,100
 (4,712) 25,876
 (82,485) 
Income (loss) before taxes (58,254) (69,611) (41,892) 1,537
 82,485
 (85,735)
Provision (benefit) for taxes 3,482
 (16,981) (15,986) 5,486
 
 (23,999)
Net income (loss) (61,736) (52,630) (25,906) (3,949) 82,485
 (61,736)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,893
 
 1,893
 
 (1,893) 1,893
Unrealized income (loss) on cash flow hedging derivatives 10,564
 3,038
 
 
 (3,038) 10,564
Other comprehensive income (loss), (net of tax) 12,457
 3,038
 1,893
 
 (4,931) 12,457
Total Comprehensive Income (Loss) $(49,279) $(49,592) $(24,013) $(3,949) $77,554
 $(49,279)



28


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the SixNine Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,528
 $255,595
 $117,508
 $877,450
 $(386,586) $995,495
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,076
 72,857
 
 81,933
Operating expenses 4,500
 150,320
 40,569
 579,532
 (386,586) 388,335
Selling, general and administrative 4,310
 81,584
 9,360
 30,279
 
 125,533
Depreciation and amortization 31,672
 28
 15,797
 60,816
 
 108,313
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 404
 
 479
 1,383
 
 2,266
  40,886
 231,932
 75,281
 736,124
 (386,586) 697,637
Operating income 90,642
 23,663
 42,227
 141,326
 
 297,858
Interest expense (income), net 31,580
 21,824
 29,338
 (5,715) 
 77,027
Net effect of swaps 5,067
 3,248
 
 
 
 8,315
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 15,229
 
 
 15,229
Other (income) expense 563
 (6,645) 1,967
 4,115
 
 
Income from investment in affiliates (104,833) (58,614) (18,318) (15,029) 196,794
 
Income before taxes 137,090
 51,069
 13,394
 157,955
 (196,794) 162,714
Provision (benefit) for taxes 8,402
 (2,444) (1,596) 29,664
 
 34,026
Net income $128,688
 $53,513
 $14,990
 $128,291
 $(196,794) $128,688
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,194
 
 1,194
 
 (1,194) 1,194
Unrealized income on cash flow hedging derivatives 7,803
 1,836
 
 
 (1,836) 7,803
Other comprehensive income, (net of tax) 8,997
 1,836
 1,194
 
 (3,030) 8,997
Total Comprehensive Income $137,685
 $55,349
 $16,184
 $128,291
 $(199,824) $137,685



29


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $45,201
 $80,087
 $42,107
 $343,569
 $(125,160) $385,804
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 33,032
 
 36,573
Operating expenses 2,773
 73,020
 21,592
 245,296
 (125,160) 217,521
Selling, general and administrative 2,988
 38,221
 5,055
 16,231
 
 62,495
Depreciation and amortization 14,227
 18
 6,985
 30,758
 
 51,988
Loss (gain) on impairment / retirement of fixed assets, net (779) 
 9
 
 
 (770)
  19,209
 111,259
 37,182
 325,317
 (125,160) 367,807
Operating income (loss) 25,992
 (31,172) 4,925
 18,252
 
 17,997
Interest expense, net 24,225
 14,699
 21,001
 (2,904) 
 57,021
Net effect of swaps 69
 263
 (1,475) 
 
 (1,143)
Unrealized / realized foreign currency loss 
 
 1,109
 
 
 1,109
Other (income) expense 375
 (5,076) 709
 3,992
 
 
(Income) loss from investment in affiliates 26,015
 6,477
 (3,541) 6,803
 (35,754) 
Income (loss) before taxes (24,692) (47,535) (12,878) 10,361
 35,754
 (38,990)
Provision (benefit) for taxes 4,140
 (13,548) (3,656) 2,906
 
 (10,158)
Net income (loss) $(28,832) $(33,987) $(9,222) $7,455
 $35,754
 $(28,832)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (688) 
 (688) 
 688
 (688)
Unrealized income on cash flow hedging derivatives (2,031) (677) 21
 
 656
 (2,031)
Other comprehensive income (loss), (net of tax) (2,719) (677) (667) 
 1,344
 (2,719)
Total Comprehensive Income (loss) $(31,551) $(34,664) $(9,889) $7,455
 $37,098
 $(31,551)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $124,864
 $221,221
 $130,441
 $808,471
 $(345,748) $939,249
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,988
 73,938
 
 83,926
Operating expenses 4,141
 147,211
 40,328
 534,900
 (345,748) 380,832
Selling, general and administrative 4,841
 70,848
 9,877
 29,922
 
 115,488
Depreciation and amortization 33,436
 28
 16,415
 62,332
 
 112,211
Loss on impairment / retirement of fixed assets, net 24,221
 
 9
 
 
 24,230
  66,639
 218,087
 76,617
 701,092
 (345,748) 716,687
Operating income 58,225
 3,134
 53,824
 107,379
 
 222,562
Interest expense, net 36,438
 21,957
 30,898
 (5,422) 
 83,871
Net effect of swaps (35) 192
 (1,475) 
 
 (1,318)
Unrealized / realized foreign currency gain 
 
 (13,926) 
 
 (13,926)
Other (income) expense 561
 (7,119) 1,221
 5,337
 
 
Income from investment in affiliates (99,621) (73,448) (14,896) (38,551) 226,516
 
Income before taxes 120,882
 61,552
 52,002
 146,015
 (226,516) 153,935
Provision (benefit) for taxes 8,701
 (3,771) 13,525
 23,299
 
 41,754
Net income $112,181
 $65,323
 $38,477
 $122,716
 $(226,516) $112,181
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (1,251) 
 (1,251) 
 1,251
 (1,251)
Unrealized income (loss) on cash flow hedging derivatives (1,798) (629) 21
 
 608
 (1,798)
Other comprehensive income (loss), (net of tax) (3,049) (629) (1,230) 
 1,859
 (3,049)
Total Comprehensive Income $109,132
 $64,694
 $37,247
 $122,716
 $(224,657) $109,132


























2930


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended June 30,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $148,757
 $271,778
 $133,554
 $952,082
 $(420,102) $1,086,069
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,769
 84,796
 
 94,565
Operating expenses 5,438
 177,188
 47,798
 641,501
 (420,102) 451,823
Selling, general and administrative 6,021
 91,895
 10,659
 34,047
 
 142,622
Depreciation and amortization 36,799
 40
 18,032
 70,265
 
 125,136
(Gain) on sale of other assets 
 
 
 (6,625) 
 (6,625)
Loss on impairment / retirement of fixed assets, net 25,950
 
 475
 5,310
 
 31,735
  74,208
 269,123
 86,733
 829,294
 (420,102) 839,256
Operating income 74,549
 2,655
 46,821
 122,788
 
 246,813
Interest (income) expense, net 45,022
 29,552
 39,476
 (9,005) 
 105,045
Net effect of swaps 4,050
 2,539
 
 
 
 6,589
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 13,737
 
 
 13,737
Other (income) expense 749
 (8,947) 2,694
 5,504
 
 
Income from investment in affiliates (74,816) (52,527) (15,768) (12,687) 155,798
 
Income before taxes 78,369
 19,257
 6,065
 138,976
 (155,798) 86,869
Provision (benefit) for taxes 9,417
 (13,289) (8,917) 30,706
 
 17,917
Net income $68,952
 $32,546
 $14,982
 $108,270
 $(155,798) $68,952
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,950
 
 2,950
 
 (2,950) 2,950
Unrealized income on cash flow hedging derivatives 12,735
 3,635
 
 
 (3,635) 12,735
Other comprehensive income, (net of tax) 15,685
 3,635
 2,950
 
 (6,585) 15,685
Total Comprehensive Income $84,637
 $36,181
 $17,932
 $108,270
 $(162,383) $84,637



30


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Twelve Months Ended July 1, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $150,783
 $267,882
 $138,595
 $963,915
 $(418,258) $1,102,917
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,743
 86,664
 
 97,407
Operating expenses 5,341
 175,593
 47,795
 647,795
 (418,258) 458,266
Selling, general and administrative 6,309
 88,725
 11,892
 37,847
 
 144,773
Depreciation and amortization 38,843
 42
 17,976
 73,555
 
 130,416
Loss (gain) on impairment / retirement of fixed assets, net 15
 
 (52) 10,426
 
 10,389
  50,508
 264,360
 88,354
 856,287
 (418,258) 841,251
Operating income 100,275
 3,522
 50,241
 107,628
 
 261,666
Interest expense, net 61,742
 24,419
 48,119
 (3,440) 
 130,840
Net effect of swaps (9,027) (121) (5,569) 
 
 (14,717)
Unrealized / realized foreign currency loss 
 
 14,863
 
 
 14,863
Other (income) expense 533
 (9,873) 1,602
 7,520
 
 (218)
(Income) loss from investment in affiliates (80,137) (28,421) (6,557) 6,067
 109,048
 
Income (loss) before taxes 127,164
 17,518
 (2,217) 97,481
 (109,048) 130,898
Provision (benefit) for taxes 10,056
 (26,630) 7,042
 23,322
 
 13,790
Net income (loss) $117,108
 $44,148
 $(9,259) $74,159
 $(109,048) $117,108
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 733
 
 733
 
 (733) 733
Unrealized income (loss) on cash flow hedging derivatives (3,854) (4,884) 21
 
 4,863
 (3,854)
Other comprehensive income (loss), (net of tax) (3,121) (4,884) 754
 
 4,130
 (3,121)
Total Comprehensive Income (Loss) $113,987
 $39,264
 $(8,505) $74,159
 $(104,918) $113,987

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $152,379
 $292,510
 $127,485
 $996,647
 $(444,321) $1,124,700
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,404
 83,651
 
 93,055
Operating expenses 5,739
 179,465
 48,104
 669,919
 (444,321) 458,906
Selling, general and administrative 5,964
 97,351
 10,618
 34,423
 
 148,356
Depreciation and amortization 35,896
 40
 17,581
 68,891
 
 122,408
(Gain) on sale of other assets 
 
 
 (15,368) 
 (15,368)
Loss on impairment / retirement of fixed assets, net 1,318
 
 476
 6,578
 
 8,372
  48,917
 276,856
 86,183
 848,094
 (444,321) 815,729
Operating income 103,462
 15,654
 41,302
 148,553
 
 308,971
Interest (income) expense, net 43,667
 29,195
 39,310
 (8,465) 
 103,707
Net effect of swaps 4,964
 3,177
 
 
 
 8,141
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 20,157
 
 
 20,157
Other (income) expense 751
 (9,033) 2,766
 5,516
 
 
Income from investment in affiliates (95,234) (51,316) (18,019) (8,239) 172,808
 
Income (loss) before taxes 128,139
 30,850
 (3,529) 159,741
 (172,808) 142,393
Provision (benefit) for taxes 9,776
 (8,530) (11,708) 34,492
 
 24,030
Net income $118,363
 $39,380
 $8,179
 $125,249
 $(172,808) $118,363
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,814
 
 2,814
 
 (2,814) 2,814
Unrealized income on cash flow hedging derivatives 9,740
 2,385
 
 
 (2,385) 9,740
Other comprehensive income, (net of tax) 12,554
 2,385
 2,814
 
 (5,199) 12,554
Total Comprehensive Income $130,917
 $41,765
 $10,993
 $125,249
 $(178,007) $130,917



31


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSOPERATIONS AND COMPREHENSIVE INCOME
For the SixTwelve Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $4,808
 $(30,371) $(4,856) $44,138
 $68,837
 $82,556
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 38,056
 37,167
 (18,274) 17,909
 (74,858) 
Capital expenditures (38,398) 
 (3,435) (37,356) 
 (79,189)
Net cash from (for) investing activities (342) 37,167
 (21,709) (19,447) (74,858) (79,189)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 58,000
 
 
 
 
 58,000
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,312) (8,014) (438) 
 
 (22,764)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (71,350) 1,711
 
 
 
 (69,639)
Exercise of limited partnership unit options 
 28
 
 
 
 28
Excess tax benefit from unit-based compensation expense 
 (130) 
 
 
 (130)
Net cash from (for) financing activities (29,466) (7,240) (474) 
 
 (37,180)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (1,389) 
 
 (1,389)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (25,000) (444) (28,428) 24,691
 (6,021) (35,202)
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $147,733
 $261,878
 $142,250
 $941,465
 $(409,232) $1,084,094
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,531
 85,471
 
 96,002
Operating expenses 5,452
 180,665
 47,134
 636,106
 (409,232) 460,125
Selling, general and administrative 6,865
 90,892
 11,650
 36,381
 
 145,788
Depreciation and amortization 37,698
 41
 18,300
 71,152
 
 127,191
Loss (gain) on impairment / retirement of fixed assets, net 24,188
 
 (62) 10,383
 
 34,509
  74,203
 271,598
 87,553
 839,493
 (409,232) 863,615
Operating income (loss) 73,530
 (9,720) 54,697
 101,972
 
 220,479
Interest expense, net 50,007
 28,592
 44,583
 (6,813) 
 116,369
Net effect of swaps (5,019) (1) (5,910) 
 
 (10,930)
Unrealized / realized foreign currency gain 
 
 (18,721) 
 
 (18,721)
Other (income) expense 749
 (10,205) 1,498
 7,958
 
 
Income from investment in affiliates (88,216) (50,693) (9,456) (21,713) 170,078
 
Income before taxes 116,009
 22,587
 42,703
 122,540
 (170,078) 133,761
Provision (benefit) for taxes 10,106
 (29,298) 20,942
 26,108
 
 27,858
Net income $105,903
 $51,885
 $21,761
 $96,432
 $(170,078) $105,903
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (2,672) 
 (2,672) 
 2,672
 (2,672)
Unrealized income (loss) on cash flow hedging derivatives (397) (109) 21
 
 88
 (397)
Other comprehensive income (loss), (net of tax) (3,069) (109) (2,651) 
 2,760
 (3,069)
Total Comprehensive Income $102,834
 $51,776
 $19,110
 $96,432
 $(167,318) $102,834




32


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the SixNine Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $(75,559) $47,309
 $(12,724) $44,638
 $60,941
 $64,605
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 41,361
 11,532
 (415) 13,984
 (66,462) 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (24,266) 
 (13,478) (27,136) 
 (64,880)
Net cash from (for) investing activities 18,268
 11,532
 (13,893) (13,152) (66,462) (63,707)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 111,000
 
 
 
 
 111,000
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (9,259) (6,536) (205) 
 
 (16,000)
Intercompany (payments) receipts 
 7,482
 
 (7,482) 
 
Distributions (paid) received (44,450) 92
 
 
 
 (44,358)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities 57,291
 (59,353) 9,345
 (7,482) 
 (199)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (294) 
 
 (294)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 
 (512) (17,566) 24,004
 (5,521) 405
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929
             
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $337,821
 $60,434
 $21,615
 $66,757
 $(169,672) $316,955
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (63,105) (52,172) (29,579) (24,816) 169,672
 
Sale of other assets 
 
 
 15,297
 
 15,297
Capital expenditures (43,568) 
 (5,517) (48,449) 
 (97,534)
Net cash from investing activities (106,673) (52,172) (35,096) (57,968) 169,672
 (82,237)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (107,013) 2,555
 
 
 
 (104,458)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Excess tax benefit from unit-based compensation expense 
 (148) 
 
 
 (148)
Net cash (for) financing activities (123,148) (6,413) (489) 
 
 (130,050)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (16) 
 
 (16)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 108,000
 1,849
 (13,986) 8,789
 
 104,652
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

33


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the TwelveNine Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $210,085
 $(47,009) $29,440
 $140,865
 $(30,675) $302,706
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 27,874
 (30,140) (15,735) (12,174) 30,175
 
Sale of other assets 
 
 
 14,885
 
 14,885
Capital expenditures (47,797) (8) (4,404) (56,786) 
 (108,995)
Net cash for investing activities (19,923) (30,148) (20,139) (54,075) 30,175
 (94,110)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans (53,000) 
 
 
 
 (53,000)
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Intercompany term debt (payments) receipts 
 86,362
 
 (86,362) 
 
Term debt payments, including early termination penalties (660,931) (466,114) (14,630) 
 
 (1,141,675)
Distributions (paid) received (115,839) 1,746
 
 
 
 (114,093)
Exercise of limited partnership unit options 
 57
 
 
 
 57
Payment of debt issuance costs (14,311) (8,014) (433) 
 
 (22,758)
Excess tax benefit from unit-based compensation expense 
 1,517
 
 
 
 1,517
Net cash from (for) financing activities (190,162) 77,157
 (585) (86,362) 
 (199,952)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (945) 
 
 (945)
CASH AND CASH EQUIVALENTS            
Net increase for the period 
 
 7,771
 428
 (500) 7,699
Balance, beginning of period 
 
 13,974
 27,476
 (5,521) 35,929
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $209,022
 $49,092
 $9,484
 $156,240
 $(147,094) $276,744
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (56,757) (70,669) 3,557
 (23,225) 147,094
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (29,295) (8) (14,426) (32,081) 
 (75,810)
Net cash (for) investing activities (84,879) (70,677) (10,869) (55,306) 147,094
 (74,637)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (14,468) (10,212) (320) 
 
 (25,000)
Intercompany (payments) receipts 
 93,845
 
 (93,845) 
 
Distributions (paid) received (66,675) 110
 
 
 
 (66,565)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (81,143) 23,336
 9,230
 (93,845) 
 (142,422)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 893
 
 
 893
CASH AND CASH EQUIVALENTS            
Net increase for the period 43,000
 1,751
 8,738
 7,089
 
 60,578
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
             
             

34


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $146,874
 $(73,709) $24,332
 $223,401
 $(63,983) $256,915
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (31,801) (37,181) (579) 11,099
 58,462
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (36,852) 
 (25,832) (40,701) 
 (103,385)
Net cash from (for) investing activities (67,480) (37,181) (26,411) (29,602) 58,462
 (102,212)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings (payments) on revolving credit loans 26,000
 
 
 
 
 26,000
Intercompany term debt (payments) receipts 
 183,138
 
 (183,138) 
 
Term debt payments, including early termination penalties (21,383) (15,094) (473) 
 
 (36,950)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (90,011) 269
 
 
 
 (89,742)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities (85,394) 107,928
 8,354
 (183,138) 
 (152,250)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (2,203) 
 
 (2,203)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (2,962) 4,072
 10,661
 (5,521) 250
Balance, beginning of period 6,000
 2,962
 9,902
 16,815
 
 35,679
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $258,843
 $42,367
 $32,927
 $52,457
 $(61,746) $324,848
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 24,507
 (37,602) (30,743) (17,908) 61,746
 
Sale of other assets 
 
 
 30,182
 
 30,182
Capital expenditures (47,938) (1) (5,532) (63,290) 
 (116,761)
Net cash (for) investing activities (23,431) (37,603) (36,275) (51,016) 61,746
 (86,579)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (129,277) 2,571
 
 
 
 (126,706)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Excess tax benefit from unit-based compensation expense 
 1,515
 
 
 
 1,515
Net cash (for) financing activities (145,412) (4,734) (489) 
 
 (150,635)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (254) 
 
 (254)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 90,000
 30
 (4,091) 1,441
 
 87,380
Balance, beginning of period 43,000
 2,263
 40,278
 10,561
 
 96,102
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

35


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended September 30, 2012 (As restated)
(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 $181,718
 $(157,023) $8,795
 $314,835
 $(75,771) $272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (35,830) (42,342) 8,488
 (6,087) 75,771
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (33,025) (8) (23,050) (37,037) 
 (93,120)
Net cash (for) investing activities (67,682) (42,350) (14,562) (43,124) 75,771
 (91,947)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany term debt (payments) receipts 
 269,500
 
 (269,500) 
 
Term debt payments, including early termination penalties (14,467) (10,213) (320) 
 
 (25,000)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (105,569) 261
 
 
 
 (105,308)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (120,036) 199,147
 8,507
 (269,500) 
 (181,882)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 1,065
 
 
 1,065
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (226) 3,805
 2,211
 
 (210)
Balance, beginning of period 49,000
 2,489
 36,473
 8,350
 
 96,312
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102


36


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

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

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

Aside fromAlong with attendance and guest per capita statistics, discrete financial information and operating results are not prepared at the regional level, but rather at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.


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

Income Taxes
In the secondthird quarter of 2013, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012 except as noted below.
Change in Depreciation Method
Effective January 1, 2013, the Partnershipwe changed itsour method of depreciation 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 from the composite method to the unit method.
Historically, the Partnershipwe had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.
In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnershipwe had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for

36


all assets. The Partnership believesWe believe that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be

37


accounted for prospectively. This prospective application will result in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.
The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended June 30,September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.


Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three-, six-nine- and twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012.
 
  Three months ended Six months ended Twelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/2012 6/30/2013 7/1/2012
  (13 weeks) (14 weeks) (26 weeks) (26 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income (loss) $47,390
 $36,583
 $(61,736) $(28,832) $68,952
 $117,108
Interest expense 25,861
 30,236
 51,624
 57,039
 105,204
 130,927
Interest income (69) (2) (109) (18) (159) (87)
Provision (benefit) for taxes 11,660
 11,381
 (23,999) (10,158) 17,917
 13,790
Depreciation and amortization 46,032
 47,909
 50,818
 51,988
 125,136
 130,416
EBITDA 130,874
 126,107
 16,598
 70,019
 317,050
 392,154
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps (2,273) (173) 6,938
 (1,143) 6,589
 (14,717)
Unrealized foreign currency loss 14,875
 8,878
 23,756
 629
 13,946
 14,549
Non-cash equity expense 869
 568
 3,802
 2,268
 4,799
 2,257
Loss (gain) on impairment/retirement of fixed assets, net 29
 (862) 629
 (770) 31,735
 10,389
Gain on sale of other assets 
 
 
 
 (6,625) 
Terminated merger costs 
 
 
 
 
 150
Refinancing costs 
 
 
 
 
 (195)
Other non-recurring items (as defined) (297) 444
 508
 2,165
 2,523
 6,420
Adjusted EBITDA (1)
 $144,077
 $134,962
 $86,804
 $73,168
 $404,590
 $411,007
             
(1) As permitted by and defined in the 2013 Credit Agreement        
  Three months ended Nine months ended Twelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
  (13 weeks) (13 weeks) (39 weeks) (39 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income $190,424
 $141,013
 $128,688
 $112,181
 $118,363
 $105,903
Interest expense 25,529
 26,863
 77,153
 83,902
 103,870
 116,437
Interest income (17) (13) (126) (31) (163) (68)
Provision for taxes 58,025
 51,912
 34,026
 41,754
 24,030
 27,858
Depreciation and amortization 57,495
 60,223
 108,313
 112,211
 122,408
 127,191
EBITDA 331,456
 279,998
 348,054
 350,017
 368,508
 377,321
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps 1,377
 (175) 8,315
 (1,318) 8,141
 (10,930)
Unrealized foreign currency (gain) loss (8,385) (14,737) 15,371
 (14,108) 20,298
 (17,502)
Non-cash equity expense 843
 362
 4,645
 2,630
 5,280
 2,619
Loss on impairment/retirement of fixed assets, net 1,637
 25,000
 2,266
 24,230
 8,372
 34,509
Gain on sale of other assets (8,743) 
 (8,743) 
 (15,368) 
Terminated merger costs 
 
 
 
 
 150
Other non-recurring items (as defined) 197
 1,861
 705
 4,026
 859
 7,445
Adjusted EBITDA (1)
 $318,382
 $292,309
 $405,186
 $365,477
 $430,663
 $393,612
             
(1) As permitted by and defined in the 2013 Credit Agreement        

3738


Results of Operations:

Restatement -

We have made the followinga correction relating to our use of the composite depreciation method.

This The correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and 12 monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from our composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership'sour initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal was reviewed in connection with respondinga response to an SEC comment letter. We ultimately concluded that such disposition was unusual and that an $8.8 million charge should have been reflected in the 2011 financial statements.

SixNine months ended June 30,September 29, 2013

The fiscal six-monthnine-month period ended June 30,September 29, 2013, consisted of a 26-week39-week period and included a total of 9171,936 operating days compared with 2639 weeks and 1,0012,178 operating days for the fiscal six-monthnine-month period ended July 1,September 30, 2012. The difference in operating days is primarily due to the sale of atwo non-core water park in the fourth quarter of 2012,parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate for 2013.

The following table presents key financial information for the sixnine months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Six months ended Six months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (26 weeks) (26 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $403,419
 $385,804
 $17,615
 4.6 %
Operating costs and expenses 320,837
 316,589
 4,248
 1.3 %
Depreciation and amortization 50,818
 51,988
 (1,170) (2.3)%
Loss (gain) on impairment / retirement of fixed assets 629
 (770) 1,399
 N/M
Operating income $31,135
 $17,997
 $13,138
 73.0 %
         
Other Data:        
Adjusted EBITDA $86,804
 $73,168
 $13,636
 18.6 %
Attendance 8,677
 8,729
 (52) (0.6)%
Per capita spending $42.17
 $40.24
 $1.93
 4.8 %
Out-of-park revenues $48,110
 $45,266
 $2,844
 6.3 %
  Nine months ended Nine months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (39 weeks) (39 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $995,495
 $939,249
 $56,246
 6.0 %
Operating costs and expenses 595,801
 580,246
 15,555
 2.7 %
Depreciation and amortization 108,313
 112,211
 (3,898) (3.5)%
Loss on impairment / retirement of fixed assets 2,266
 24,230
 (21,964) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $297,858
 $222,562
 $75,296
 33.8 %
         
Other Data:        
Adjusted EBITDA $405,186
 $365,477
 $39,709
 10.9 %
Attendance 20,652
 20,689
 (37) (0.2)%
Per capita spending $44.24
 $41.78
 $2.46
 5.9 %
Out-of-park revenues $106,801
 $99,526
 $7,275
 7.3 %

Net revenues for the sixnine months ended June 30,September 29, 2013 increased $17.6$56.3 million to $403.4$995.5 million from $385.8$939.2 million during the sixnine months ended July 1,September 30, 2012. The increase in revenues reflects a 5%6%, or $1.93,$2.46, increase in average in-park guest per capita spending during the first sixnine months of the year when compared with the first sixnine months of 2012. In-park guest per capita spending represents the average amount spent per attendee to gain admission to a park plus all amounts spent while inside the park gates. The increase in per capita spending reflects a 4%5% increase in the admissions per capita spendingcap and a 5%6% increase in pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Additionally, for the six-monthnine-month period, out-of-park revenues increased 6%7%, or $2.8$7.3 million. Out-of-park revenues include the sale of hotel rooms, food, merchandise, and other complementary activities located outside of the park gates, as well as transaction fees from on-line product sales. The increase in out-of-park revenues was primarily driven by the strong performance of our resort properties, which saw us drivedrove higher average daily room rates (ADR's) while maintaining or growing occupancy rates. The increase in overall net revenues also reflects a less than 1% decrease inincludes attendance that was essentially comparable through the first sixnine months of 2013 when compared with the same period a year ago. This decreaseThe variance in attendance is entirely attributable to the sale of thetwo non-core water park in the fourth quarter of 2012.parks. Excluding the sale of the water parks, attendance increased 1%, or 195,000 visits on a comparable park attendance was comparable to the same period last year.basis.

3839



Revenues for the first sixnine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($0.23.6 million) during the period.

For the six-monthnine-month period in 2013, operating costs and expenses increased 1%3%, or $4.2$15.6 million, to $320.8$595.8 million from $316.6$580.2 million for the same period in 2012, the net result of a $0.4$7.5 million increase in operating expenses and a $4.3$10.0 million increase in selling, general and administrative costs.costs ("SG&A"). These cost increases were offset slightly by a $0.52%, or $1.9 million decrease in cost of goods sold during the period. The $0.4$7.5 million increase in operating expenses was due to an increaseincreases of approximately $4.3 million in employee costs, $3.2 million in operating supplies and $1.5 million in labor costs andmaintenance materials, offset slightly by a $1.7decrease of $2.7 million increase in operating supplies.insurance expense. The increase in laboremployee costs was primarily due to increased health-care insurance costs while operatingof benefits. Operating supplies increased due to new extra-charge attractions, uniforms, and expenses related to the premium benefit offerings.offerings and improved guest services. The increase$2.7 million decrease in operating costsinsurance expense was somewhat offset bydue to a reduction in insurance settlements and accruals. The $4.3$10.0 million increase in SG&A expenses was due primarily to additional marketing efforts and agency advertising costs, and increased full-time laboremployee costs, largely related to fullperformance incentives and an increase in staffing levels and performance incentives.levels.

Depreciation and amortization expense for the period decreased $1.2$3.9 million due to several significant assets being fully depreciated at the end of 2012. For the six-monthnine-month period of 2013, the $8.7 million gain on sale of other assets relates to the sale of one of our non-core water parks. For the period, loss on impairment/retirement of fixed assets was $0.6totaled $2.3 million reflectingfor the retirement of assets during the period at several of our properties. Loss on impairment/retirement of fixed assets for the period ended September 30, 2012 totaled $24.2 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom, offset slightly by gains on other retirements. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income for the period increased $13.1$75.3 million to $31.1$297.9 million in the first halfnine months of 2013 from operating income of $18.0$222.6 million in the first halfnine months of 2012.

Interest expense for the first halfnine months of 2013 was $51.6$77.2 million, a decrease of $5.4$6.8 million from the first halfnine months of 2012. The decrease in interest expense was due to the settlement of our Canadian cross-currency swaps in the first quarter of 2012, the decrease in non-cash amortization expense dueresulting from the write-off of loan fees related to theour prior credit agreement, and a decrease in revolver interest due to lower average borrowings and a lower average cost due toeffective interest rate from the March 2013 refinancing.

The net effect of our swaps resulted in a non-cash charge to earnings of $6.9$8.3 million for the first halfnine months of 2013 compared with a $1.1$1.3 million non-cash benefit to earnings in the first halfnine months of 2012. The difference reflects the regularly scheduled amortization of amounts in AOCI related to interest rate swaps, the write off of amounts in AOCI related to de-designated interest rate swaps, as well as gains from marking the ineffective designated and de-designated swaps to market. During the current year-to-date period, we also recognized a $23.8$15.2 million net charge to earnings for unrealized/realized foreign currency gains,losses, which representedincluded a $14.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Additionally, due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the current year-to-date period.

During the first halfnine months of 2013, a benefitprovision for taxes of $24.0$34.0 million was recorded to account for publicly traded partnership (“PTP”) taxes and the tax attributes of our corporate subsidiaries. During the same six monthnine-month period in 2012, a $10.2$41.8 million benefitprovision for taxes was recorded. Actual cash taxes paid or payable are estimated to be between $14 and $17 million for the 2013 calendar year.

After interest expense and the benefit for taxes, the net lossincome for the sixnine months ended June 30,September 29, 2013 totaled $61.7$128.7 million, or $1.11$2.31 per diluted limited partner unit, compared with a net lossincome of $28.8$112.2 million, or $0.52$2.01 per diluted unit, for the same period a year ago.

For the six-monthnine-month period, Adjusted EBITDA (as defined in the 2013 Credit Agreement), which we believe is a meaningful measure of our park-level operating results, increased to $86.8$405.2 million compared with $73.2$365.5 million for the fiscal six-monthnine-month period ended July 1,September 30, 2012. This increase was due to the growth in revenues produced in large part by the continued success of our premium benefit offerings, admissions sales and admission sales program,our food and beverage initiatives, offset slightly by an increase in employee related costs, advertising expenses, and advertising expenses.operating supply costs related to targeted initiatives which enhance our guests' experiences at our parks. For additional information regarding Adjusted EBITDA, including how we define Adjusted EBITDA, why we believe it provides useful information, and for a reconciliation to net income, see page 38.

Second



40


Third Quarter -

The fiscal three-month period ended June 30,September 29, 2013, consisted of a 13-week period and included a total of 8001,019 operating days compared with 1413 weeks and 9051,177 operating days for the fiscal three-month period ended July 1,September 30, 2012. The difference in operating days is due to the sale of atwo non-core water park in the fourth quarter of 2012parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013.







39






The following table presents key financial information for the three months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Three months ended Three months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (13 weeks) (14 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $361,620
 $357,606
 $4,014
 1.1 %
Operating costs and expenses 218,104
 223,233
 (5,129) (2.3)%
Depreciation and amortization 46,032
 47,909
 (1,877) (3.9)%
Loss (gain) on impairment / retirement of fixed assets 29
 (862) 891
 N/M
Operating income $97,455
 $87,326
 $10,129
 11.6 %
         
Other Data:        
Adjusted EBITDA $144,077
 $134,962
 $9,115
 6.8 %
Attendance 7,872
 8,225
 (353) (4.3)%
Per capita spending $42.36
 $40.32
 $2.04
 5.1 %
Out-of-park revenues $37,576
 $35,878
 $1,698
 4.7 %
  Three months ended Three months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (13 weeks) (13 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $592,076
 $553,445
 $38,631
 7.0 %
Operating costs and expenses 274,964
 263,657
 11,307
 4.3 %
Depreciation and amortization 57,495
 60,223
 (2,728) (4.5)%
Loss on impairment / retirement of fixed assets 1,637
 25,000
 (23,363) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $266,723
 $204,565
 $62,158
 30.4 %
         
Other Data:        
Adjusted EBITDA $318,382
 $292,309
 $26,073
 8.9 %
Attendance 11,975
 11,960
 15
 0.1 %
Per capita spending $45.73
 $42.90
 $2.83
 6.6 %
Out-of-park revenues $58,690
 $54,260
 $4,430
 8.2 %

For the quarter ended June 30,September 29, 2013, net revenues increased 1%7%, or $4.0$38.6 million, to $361.6$592.1 million from $357.6$553.5 million in the secondthird quarter of 2012. This increase reflects a 5%7% increase in average in-park per capita spending and a 5%an 8%, or $1.7$4.4 million, increase in out-of park revenues, offset slightly by a decrease of 4% in combined attendance.and attendance that was comparable with the prior year period. The increase in per capita spending was the result of higher admissions pricing, improvements in our food and beverage programs, and the successful expansion of our in-park premium benefit offerings.offerings, and improvements in our food and beverage programs. The increase in out-of-park revenues was due to the strong performance of our resort properties. The decrease inExcluding the sale our two non-core water parks, attendance for the second quarter was the direct result of fewer operating days in the period, the shift of the Easter and Spring Break holidays to the first quarter of 2013, and unfavorable short-term weather trends.increased 2%, or 207,000 visits on a comparable park basis.

Operating costs and expenses for the quarter decreased 2%increased 4%, or $5.1$11.3 million, to $218.1$275.0 million from $223.2$263.7 million in the secondthird quarter of 2012, the net result of a $1.4$1.5 million decrease in cost of goods sold, a $5.0$7.0 million decreaseincrease in operating expenses and a $1.3$5.7 million increase in SG&A costs. As a percentage of net revenues, costs and expenses decreased 120 basis points, and was
in line with expectations. The decrease in cost of goods sold was primarily the result of successful cost-savings initiatives in food and beverage. The $5.0$7.0 million decreaseincrease in operating expenses was primarily due to lower employee-relateda $2.8 million increase in employee related costs, and maintenancea $1.6 million increase in operating supplies, and expenses.a $1.5 million increase in maintenance expense. The declineincrease in employee related costs was primarily due to the one less week of operations during the second quarter of 2013 compared with the second quarter of 2012, as well as reduced expenses related to the sale of one of our water parkshigher staffing levels, salary increases, and increases in November 2012. The decline in maintenancebenefit costs. Operating supplies wasincreased due to the timing of expenses due to the one less week in operations during the second quarter of 2013.premium benefit offerings and improved guest services. The $1.3$5.7 million increase in SG&A costs was due to increases in employee-related costs and agency advertising costs, offset somewhat by a decline in professional and administrative costs. The increase in SG&A employee-related expenses was due to improvementsan increase in staffing levels across the company,performance incentive awards due to strong 2013 operating results to date, as well as an increase in equity-related compensation due to unit price appreciation.staffing levels across the company. Advertising costs increased as a result of additional marketing efforts in the period.period, including our Customer Relationship Management platform.

Depreciation and amortization expense for the quarter decreased $1.9$2.7 million primarily due to several significant assets reaching the end of their depreciable lives at the end of 2012. For the third quarter of 2013, the gain on sale of other assets was $8.7 million, reflecting the gain on the sale of one of our non-core water parks. Loss on impairment/retirement of fixed assets for the current period was $1.6 million, reflecting losses on the retirement of assets across all of our parks. Loss on impairment/retirement of fixed assets during the quarter ended September 30, 2012 totaled $25.0 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income in the secondthird quarter of 2013 increased $10.1$62.1 million to $97.4$266.7 million from operating income of $87.3$204.6 million in the secondthird quarter of 2012.

41


 
Interest expense for the secondthird quarter of 2013 was $25.9$25.5 million, representing a $4.4$1.3 million decrease from the interest expense for the secondthird quarter of 2012. As mentioned in the six-monthnine-month discussion above, interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.


40


During the 2013 secondthird quarter, the net effect of our swaps resulted in a $2.3$1.4 million non-cash benefitcharge to earnings, compared to a non-cash benefit to earnings of $0.2 million in the secondthird quarter of 2012. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative portfolio. During the 2013 secondthird quarter, we also recognized a $14.9$8.6 million net chargebenefit to earnings for unrealized/realized foreign currency losses related to angains, which included a $8.5 million unrealized foreign currency lossgain on the U.S.-dollar denominated debt held at our Canadian property.

During the quarter, a provision for taxes of $11.7$58.0 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a provision for taxes of $11.4$51.9 million in the same period a year ago. After interest expense and the provision for taxes, net income for the quarter totaled $47.4$190.4 million, or $0.85$3.41 per diluted limited partner unit, compared with net income of $36.6$141.0 million, or $0.66$2.52 per diluted unit, for the secondthird quarter a year ago.

For the current quarter, Adjusted EBITDA increased to $144.1$318.4 million from $135.0$292.3 million for the fiscal secondthird quarter of 2012. The approximate $9.1$26.1 million increase in Adjusted EBITDA was primarily duelargely attributable to incremental revenues resulting primarily from higher average guest per capita spending, as well as increases in out-of-park revenues in the quarter. Adjusted EBITDA in the second quarter also benefited from a reduction in operating expenses in the period, due to one less week of operationsThese revenue increases were somewhat offset by higher costs associated with improving guest services and one less water park in operation.

expanding our marketing efforts.

Twelve Months Ended June 30,September 29, 2013 -

The fiscal twelve-month period ended June 30,September 29, 2013, consisted of a 52-week period and 2,2982,140 operating days compared with 53 weeks and 2,4922,416 operating days for the fiscal twelve-month period ended July 1,September 30, 2012. The difference in operating days was due primarily to anthe sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the extra week of operations in the twelve monthtwelve-month period ending July 1,September 30, 2012.

The following table presents key financial information for the twelve months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Twelve months ended Twelve months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,086,069
 $1,102,917
 $(16,848) (1.5)%
Operating costs and expenses 689,010
 700,446
 (11,436) (1.6)%
Depreciation and amortization 125,136
 130,416
 (5,280) (4.0)%
(Gain) on sale of other assets (6,625) 
 (6,625) N/M
Loss on impairment/retirement of fixed assets 31,735
 10,389
 21,346
 N/M
Operating income $246,813
 $261,666
 $(14,853) (5.7)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $404,590
 $411,007
 $(6,417) (1.6)%
Adjusted EBITDA margin 37.3% 37.3% 
  %
Attendance 23,248
 24,934
 (1,686) (6.8)%
Per capita spending $42.67
 $40.40
 $2.27
 5.6 %
Out-of-park revenues $119,611
 $124,394
 (4,783) (3.8)%
  Twelve months ended Twelve months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,124,700
 $1,084,094
 $40,606
 3.7 %
Operating costs and expenses 700,317
 701,915
 (1,598) (0.2)%
Depreciation and amortization 122,408
 127,191
 (4,783) (3.8)%
Gain on sale of other assets (15,368) 
 (15,368) N/M
Loss on impairment/retirement of fixed assets 8,372
 34,509
 (26,137) N/M
Operating income $308,971
 $220,479
 $88,492
 40.1 %
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $430,663
 $393,612
 $37,051
 9.4 %
Adjusted EBITDA margin 38.3% 36.3% 
 2.0 %
Attendance 23,263
 23,961
 (698) (2.9)%
Per capita spending $44.13
 $41.44
 $2.69
 6.5 %
Out-of-park revenues $124,041
 $119,460
 4,581
 3.8 %

Net revenues totaled $1,086.11,124.7 million for the twelve months ended June 30,September 29, 2013, decreasingincreasing $16.840.6 million, from $1,102.91,084.1 million for the trailing twelve months ended July 1,September 30, 2012. The 2% decrease4% increase in revenues for the twelve-month period was primarily due to the extra week of operationsdriven by a 7% increase in the prior year's twelve month period. For the current twelve month period,average in-park guest per capita spending, increased 6%, onthe result of a stronger admissions per capita spendingcap and improved pure in-park spending. The increase in pure in-park spending which was driven largely byin large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased between

42


years due primarily to the extra week of operations in the twelve-month period ended July 1, 2012.September 30, 2012, as well as the sale of two non-core water parks during the current year period. Out-of-park revenues increased $4.6 million primarily due to an increase in processing fees as part of our expansion of ticketing options. The decreaseincrease in net revenues for the twelve months ended June 30,September 29, 2013 also reflects the negative impact of currency exchange rates and the weakening Canadian dollar on our Canadian operations (approximately $3.7$3.2 million) during the period.


41


Operating costs and expenses decreased $11.4$1.6 million, or 2%less than 1%, to $689.0$700.3 million, in large part due to one less week of operations in the current twelve-month period, and were in line with expectations. The decrease in costs and expenses reflects a $2.8$2.9 million decrease in cost of goods sold and a $6.4$1.2 million decrease in operating expenses, anddue primarily to the one less week in the period. These year-over-year cost decreases were partially offset by a $2.2 decrease$2.6 million increase in SG&A costs. The increase in SG&A costs reflects a $2.8 million increase in employment-related costs related to higher staffing levels and incentive compensation plans tied to company performance and a $3.0 million increase in advertising costs related to the transition to a new advertising agency, somewhat offset by a $2.6 decrease in professional and administrative costs, the result of reductions in litigation expenses and consulting fees in the period. The overall decrease in costs and expenses also reflects the impact of exchange rates on our Canadian operations ($0.61.0 million) during the period.

For the twelve-month period ending September 29, 2013, the gain on sale of other assets was $15.4 million, reflecting the gain on the sale of two non-core water parks during the period. Loss on impairment/retirement of fixed assets net,for the period was $8.4 million, due to the removal of a ride to enhance a section of one of our parks, as well as retirements of assets across all of our properties. Loss on impairment/retirement of fixed assets during the period ended September 30, 2012 totaled $31.7$34.5 million, which reflectsreflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom along with losses on other retirements. During the twelve-month period ended June 30, 2013, two non-core assets were sold at gains totaling $6.6 million. During the twelve-month period ended July 1, 2012, aand an $8.8 million charge of $10.4 million for the retirement of fixed assets was recorded,an asset which includes the retirement of the asset asis further described in Note 11 to the financial statements.

Depreciation and amortization expense for the period decreased $5.3$4.8 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of 2012. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period decreased $14.9increased $88.5 million to $246.8$309.0 million from $261.7$220.5 million.

Interest expense for the twelve months ended June 30,September 29, 2013 decreased $25.7$12.5 million to $105.2$103.9 million, from $130.9$116.4 million for the same twelve-month period a year ago. The reductiondecrease in interest expense was primarily attributablereflects a decrease in revolver interest in the period due to an approximate 300 basis point (bps) declinelower borrowings and a lower average cost resulting from the March 2013 refinancing, a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our effective interest rate,prior credit agreement, and the result of lower fixed rates on London InterBank Offered Rate (LIBOR) within our interest-rate swap contracts. Additionally during the current period, the average outstanding balanceimpact of the revolver, as well assettlement of our Canadian cross-currency swaps in the average borrowing rate on the revolver, both declined resulting in lower interest expense.first quarter of 2012.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a charge to earnings of $6.6$8.1 million compared to a benefit to earnings of $14.7$10.9 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI and write-off of amounts related to de-designated swaps, which were offset by gains from marking the ineffective and de-designated swaps to market and foreign currency gains related to the U.S.-dollar denominated Canadian term loan in the current period. During the current period, we also recognized a $13.7$20.2 million charge to earnings for unrealized/realized foreign currency losses, which included a $13.9$19.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of $17.9$24.0 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of $13.8$27.9 million in twelve-month period ended July 1, 2012 for the tax attributes of our corporate subsidiaries and PTP taxes.September 30, 2012.

After interest expense and provision for taxes, net income for the period totaled $69.0$118.4 million, or $1.24$2.12 per diluted limited partner unit, compared with net income of $117.1$105.9 million, or $2.10$1.89 per diluted unit, a year ago.

As discussed above, the current twelve-monthtrailing-twelve-month results include one less week of operations due to the timing of the secondthird quarter fiscal close. Comparing the twelve-month periods for both 2013 and 2012 on a comparable 52-week basis, net revenues would be up approximately $37.3$55.1 million, or 4%5%, on increases in both average in-park guest per capita spending and out-of- parkout-of-park revenues, partially offset by a slight decline in attendance. The increase in average in-park guest per capita spending is primarily due to a higher admissions per capita spendingcap and improved pure in-park spending, which was driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Out-of-park revenues would have increased $0.7$6.3 million primarily due to an increase in transaction fees from on-line ticket sales. Attendance for the comparable period would have decreased 404,000351,000 visits, primarily due to soft attendance during the fourth quarter of 2012 compared with the fourth quarter of 2011.


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On a comparable 52-week basis, operating costs and expenses would have increased approximately $10.1$9.1 million, the net result of a $1.7$1.9 million increasedecrease in cost of goods sold, a $7.4$6.2 million increase in operating expenses and a $1.0$4.8 million increase in SG&A costs. The increase in operating expenses was primarily attributable to an increase in employment-related expenses of $7.0$3.3 million, a $4.7$3.9 million increase in operating supply costs, a $1.9 million increase in property and other non-income taxes, and a $1.4$1.6 million increase in utility costs. Somewhat offsetting these operating-expense increases were decreases in maintenance expenses of $5.0$3.5 million and insurance expenses of $3.3$1.6 million. The increase in employment-related costs was largely due to higher benefit costs and increased seasonal labor hours resulting from expanded operating hours at several parks, the introduction of additional attractions and enhanced guest services at our parks. Operating supply costssupplies increased due largely to the introduction of new extra-charge attractions and incremental expenses related to our expanded premium benefit offerings. Property taxes increased due to the timing

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of the receipt of a refund at one of our parks in the trailing-twelve-month period ended July 1, 2012, while utilityUtility costs increased primarily due to rate increases and the addition of new rides and attractions at the parks. The increase in SG&A costs for the period reflects a $3.1$3.4 million increase in employment-related costs due to higher staffing levels and bonusincentive compensation plans tied to company performance, and a $1.9$4.0 million increase in advertising costs related to the transition to a new advertising agency, and a $1.3 million increase in operating supplies, largely related to the expansion of our e-commerce platform.agency. Somewhat offsetting these SG&A cost increases was a $4.6$2.5 million decrease in professional and administrative costs primarily due to reductions in litigation expenses and consulting fees in the period.

Adjusted EBITDA for the twelve-month period ended June 30,September 29, 2013, decreased $6.4increased $37.1 million, or 2%9%, to $404.6$430.7 million. This decrease was due to the one fewer operating week in the current twelve-month period. On a same-week basis, Adjusted EBITDA for the twelve-month period would have increased approximately $26.1$40.9 million, or 7%11%. On a same-week basis, our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased 120190 bps to 37.3%38.3% from 36.1%36.4% for the twelve-month period ended June 30,September 29, 2013, primarily due to an increase in revenues resulting from the continued success of high-margin revenues initiatives as our new premium guest benefit offerings and theour admission pricing, program combined with continued focus on controlling operating costs.

JulyOctober 2013 -

Based on preliminary results, through August 4, 2013, net revenues through November 3, 2013 were approximately $712$1,104 million, up 5%6%, or $36$65 million, compared with $676$1,039 million for the same period last year. The increase was athe result of an approximate 5%6%, or $2.24,$2.31, increase in average in-park guest per capita spending to $43.47,a record $44.33, and aan approximate 7%, or $5$8 million increase, in out-of-park revenues to $78$117 million. These increases were slightly offset by a less than one percent, or 52,000-visit, decreaseAlso contributing to revenue growth was an increase in attendance to 15.0 million visits.of 100,000 visits, compared with last year. Excluding the sale of two water park sold in 2012,parks, attendance was up 1%2%, or 75,000334,000 visits, when compared with this time last year.to a record 22.7 million visits on a comparable park basis.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the secondthird quarter of 2013 in sound condition. The negative working capital ratio (current liabilitiesassets divided by current assets)liabilities) of 1.21.5 at June 30,September 29, 2013 reflects the impact of our seasonal business. Cash, receivablesReceivables, inventories, and inventoriespayables are at normal seasonal levels and credit facilities arelevels.
Operating Activities
During the nine-month period ended September 29, 2013, net cash provided by operating activities increased $40.2 million from the same period a year ago, primarily due to the year-over-year growth in placerevenues.
For the twelve-month period ended September 29, 2013 net cash provided by operating activities increased $52.3 million from the same period a year ago, also reflective of the year-over-year growth in revenues.
Investing Activities
Net cash used in investing activities in the first nine months of 2013 was $82.2 million, an increase of $7.6 million compared with the nine month period ended September 30, 2012. Within investing activities, capital expenditures increased $21.7 million. During the current period, $15.3 million was received for the sale of a non-core waterpark.
Net cash used in investing activities for the trailing-twelve-month period ended September 29, 2013 totaled $86.6 million compared with $91.9 million for the same period a year ago. The decrease reflects the receipt of $30.2 million from the sale of two non-core water parks during the period, offset somewhat by a $23.6 million increase in capital expenditures.
Financing Activities
Net cash used in financing activities in the first nine months of 2013 was $130.1 million, a decrease of $12.3 million compared with the nine-month period ended September 30, 2012. The decrease was due to funda one-time cash cost of $50.5 million to settle our Canadian derivative in the first quarter of 2012, offset somewhat by an increase in distributions paid in the current liabilities.year of $37.9 million.
Net cash used in financing activities in the trailing-twelve-month period ended September 29, 2013 totaled $150.6 million, a decrease of $31.2 million compared with the twelve-month period ended September 30, 2012. The decrease was due to the $50.5

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million Canadian derivative settlement in 2012, offset somewhat by an increase in distributions paid of $21.4 million in the current twelve-month period.
In July 2010, we issued $405 million of 9.125% senior unsecured notes, maturing in 2018, in a private placement, including $5.6 million of Original Issue Discount (OID) to yield 9.375%. Concurrently with this offering, we entered into a new $1,435 million credit agreement (the "2010 Credit Agreement"), which included a $1,175 million senior secured term loan facility and a $260 million senior secured revolving credit facility. The net proceeds from the offering of the notes, along with borrowings under the 2010 Credit Agreement, were used to repay in full all amounts outstanding under our previous credit facilities.

In February 2011, we amended the 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") and extended the maturity date of the U.S. term loan portion of the credit facilities by one year. Under the Amended 2010 Credit Agreement, the extended U.S. term loan was scheduled to mature in December of 2017 and bore interest at a rate of LIBOR plus 300 bps, with a LIBOR floor of 100 bps.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013,we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

43


letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.4 million of fixed-rate debt (including OID), $58.0 million outstanding borrowings under our revolving credit facility, and cash on hand of $43.6 million. After letters of credit, which totaled $16.4 million at June 30, 2013, we had $180.6 million of available borrowings under the revolving credit facility under the 2013 Credit Agreement.
Our $405 million of senior unsecured notes require semi-annual interest payments in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.
In February 2011, we amended our 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") to provide a $1,175 million senior secured term loan facility with interest at a rate of LIBOR plus 300 bps along with a LIBOR floor of 100 bps. The amendment extended the maturity date of the term loan portion of the credit facilities to December 2018.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013, we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Our $500 million of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%.

Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the Amended 2010 Credit Agreement. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. The Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.6 million of fixed-rate debt (including OID), no outstanding borrowings under our revolving credit facility, and cash on hand of $183.5 million. After letters of credit, which totaled $16.4 million at September 29, 2013, we had $238.6 million of available borrowings under the revolving credit facility.
In order to maintainlock in fixed interest costs on a portion of our domestic term debt, in September 2010 we entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, we determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of $7.2 million recorded in AOCI through the date of de-designation are being amortized through December 2015.
In March 2011, we entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to earnings and

45


recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.
In May 2011, we entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.
As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, and accordingly, the May 2011 swaps are now over hedged. On March 4, 2013, we entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The September 2010 swaps, the March 2011 swaps, and the March 2013 swapsCombination Swaps were jointly designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.33%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million, which will be amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.
During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%. In October 2013, the Partnership entered into an additional forward-starting interest rate swap agreement ("October 2013 swaps") that will effectively convert $100 million of variable-rate debt to a 2.70% fixed rate beginning in December of 2015.
At June 30,September 29, 2013, the fair market value of the September 2010 swaps, the March 2011 swaps and the March 2013 swapsderivative portfolio was a liability of $20.131.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet. The May 2011 swaps had a fair market value of $6.7 million as of June 30, 2013 and was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

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The following table presents our September 20102013 forwards and the October 2013 swaps March 2011 swaps,which mature in December 2018, and the Combination Swaps and May 2011 swaps, and March 2013 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 2.27% 50,000
 2.54%
 75,000
 2.30% 30,000
 2.54%
 50,000
 2.29% 70,000
 2.54%
 150,000
 2.43% 50,000
 2.54%
 50,000
 2.29%    
 50,000
 2.43%    
 25,000
 2.30%    
Total $'s / Average Rate$600,000
 2.33% $200,000
 2.54%
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 3.00% $200,000
 2.27%
 100,000
 3.00% 150,000
 2.43%
 100,000
 3.00% 75,000
 2.30%
 100,000
 2.70% 70,000
 2.54%
     50,000
 2.54%
     50,000
 2.54%
     50,000
 2.43%
     50,000
 2.29%
     50,000
 2.29%
     30,000
 2.54%
     25,000
 2.30%
Total $'s / Average Rate$500,000
 2.94% $800,000
 2.38%


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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

45


give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

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As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

48


as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

4749


ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

4850


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 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

4951


INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

5052
s in thousands)
Derivatives designated as hedging instruments Derivatives not designated as hedging instrumentsDerivatives designated as hedging instruments Derivatives not designated as hedging instruments
Notional Amounts LIBOR Rate Notional Amounts LIBOR RateNotional Amounts LIBOR Rate Notional Amounts LIBOR Rate
$200,000
 2.27% 50,000
 2.54%$200,000
 3.00% $200,000
 2.27%
75,000
 2.30% 30,000
 2.54%100,000
 3.00% 150,000
 2.43%
50,000
 2.29% 70,000
 2.54%100,000
 3.00% 75,000
 2.30%
150,000
 2.43% 50,000
 2.54%100,000
 2.70% 70,000
 2.54%
50,000
 2.29%        50,000
 2.54%
50,000
 2.43%        50,000
 2.54%
25,000
 2.30%        50,000
 2.43%
    50,000
 2.29%
    50,000
 2.29%
    30,000
 2.54%
    25,000
 2.30%
Total


46


The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

45


give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

47


As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










46


PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

48


as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

4749


ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

4850


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 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

4951


INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

5052
s in thousands)
Derivatives designated as hedging instruments Derivatives not designated as hedging instrumentsDerivatives designated as hedging instruments Derivatives not designated as hedging instruments
Notional Amounts LIBOR Rate Notional Amounts LIBOR RateNotional Amounts LIBOR Rate Notional Amounts LIBOR Rate
$200,000
 2.27% 50,000
 2.54%$200,000
 3.00% $200,000
 2.27%
75,000
 2.30% 30,000
 2.54%100,000
 3.00% 150,000
 2.43%
50,000
 2.29% 70,000
 2.54%100,000
 3.00% 75,000
 2.30%
150,000
 2.43% 50,000
 2.54%    70,000
 2.54%
50,000
 2.29%        50,000
 2.54%
50,000
 2.43%        50,000
 2.54%
25,000
 2.30%        50,000
 2.43%
    50,000
 2.29%
    50,000
 2.29%
    30,000
 2.54%
    25,000
 2.30%
Total
 

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $
 $(2,866) Interest Expense $
 $(3,221) Net effect of swaps $3,268
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(5,483) $438
 Interest Expense $
 $(2,990) Net effect of swaps $
 $
                 

14


(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   6/30/13 7/1/12
Interest rate swaps (1)
 Net effect of swaps 992
 
    $992
 $
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   9/29/13 9/30/12
Interest rate swaps (1)
 Net effect of swaps 609
 
    $609
 $
       
(1)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

14


During the quarter ended June 30,September 29, 2013, in addition to gains of $3.3 million and $1.00.6 million recognized in income on the ineffective portion of derivatives and on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a benefitcharge to earnings of $2.31.4 million recorded in “Net effect of swaps.”

For the three-month period ended July 1,September 30, 2012, $0.2 million of expenseincome representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of $0.2 million recorded in “Net effect of swaps.”


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the six-monthnine-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Six months ended Six months ended   Six months ended Six months ended   Six months ended Six months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $2,266
 $(2,746) Interest Expense $(2,797) $(6,014) Net effect of swaps $3,703
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Nine months ended Nine months ended   Nine months ended Nine months ended   Nine months ended Nine months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(3,217) $(2,308) Interest Expense $(2,797) $(9,004) Net effect of swaps $3,703
 $
                 
(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Six months ended Six months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps (479) 
    $(479) $1,279
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Nine months ended Nine months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps 130
 
    $130
 $1,279
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
During the six-monthnine-month period ended June 30,September 29, 2013, in addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.34.3 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter.period. The effect of these amounts resulted in a charge to earnings of $6.98.3 million recorded in “Net effect of swaps.”

For the six-monthnine-month period ended July 1,September 30, 2012, in addition to the $1.3 million gain recognized in income on the ineffective portion of derivatives noted in the tables above, $0.40.2 million of expense representing the amortization of amounts in AOCI for the swaps and $0.2 million of foreign currency gain in the quarterperiod related to the U.S. dollar denominated Canadian term loan were

15


recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of $1.11.3 million recorded in “Net effect of swaps.”









15


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
(In thousands): 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $5,152
 $(18,396) Interest Expense $(8,810) $(9,037) Net effect of swaps $3,703
 $20,193
                 
(In thousands) 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(769) $(873) Interest Expense $(5,820) $(12,027) Net effect of swaps $3,703
 $4,797
                 

(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps 
 9,139
Foreign currency swaps Net effect of swaps 
 (3,081)
Interest rate swaps (2)
 Net effect of swaps $(479) $
    $(479) $6,058
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps 
 (4,483)
Foreign currency swaps Net effect of swaps 
 10,129
Interest rate swaps (2)
 Net effect of swaps $130
 $
    $130
 $5,646
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
In addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain recognized in income on the ineffective portion of derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.04.1 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended June 30,September 29, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of $6.68.1 million recorded in “Net effect of swaps.”
For the twelve monthtwelve-month period ending July 1,September 30, 2012, in addition to the $20.24.8 million gain recognized in income on the ineffective portion of derivatives designated as derivatives and $6.15.6 million of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above, $11.30.1 million of expenseincome representing the amortization of amounts in AOCI for the swaps and a $0.30.4 million foreign currency lossgain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended July 1,September 30, 2012 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $14.710.9 million recorded in “Net effect of swaps.”
The amounts reclassified from AOCI into income for the periods noted above are primarily the result of the Partnership’s initial three-year requirement to swap at least 75% of its aggregate term debt to fixed rates under the terms of the Amended 2010 Credit Agreement.
 

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


16


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 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 on a recurring basis:
  Total Level 1 Level 2 Level 3
June 30, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(20,122) $
 $(20,122) $
Interest rate swap agreements (2)
 (6,650) 
 (6,650) 
Net derivative liability $(26,772) $
 $(26,772) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
July 1, 2012        
Interest rate swap agreements (1)
 $(35,146) $
 $(35,146) $
Net derivative liability $(35,146) $
 $(35,146) $
  Total Level 1 Level 2 Level 3
September 29, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(5,483) $
 $(5,483) $
Interest rate swap agreements (2)
 (26,163) 
 (26,163) 
Net derivative liability $(31,646) $
 $(31,646) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
September 30, 2012        
Interest rate swap agreements (1)
 $(34,708) $
 $(34,708) $
Net derivative liability $(34,708) $
 $(34,708) $
(1)Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet
(2)Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.70.9 million as of June 30,September 29, 2013.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.
There were no assets measured at fair value on a non-recurring basis at June 30,September 29, 2013 or July 1,September 30, 2012, except for as described below.
At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million during the quarter.
The fair value of term debt at June 30,September 29, 2013 was approximately $630.0627.6 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at June 30,September 29, 2013 was approximately $913.2922.0 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.


17


(8) Earnings per Unit:
Net income (loss) per limited partner unit is calculated based on the following unit amounts:
  Three months ended Six months endedTwelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/20126/30/2013 7/1/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,484
 55,481
 55,464
 55,433
55,446
 55,389
Effect of dilutive units:           
Unit options and restricted unit awards 152
 2
 
 
84
 3
Phantom units 186
 335
 
 
261
 452
Diluted weighted average units outstanding 55,822
 55,818
 55,464
 55,433
55,791
 55,844
Net income (loss) per unit - basic $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.11
Net income (loss) per unit - diluted $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.10
            
  Three months ended Nine months endedTwelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/20129/29/2013 9/30/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,485
 55,611
 55,472
 55,473
55,460
 55,440
Effect of dilutive units:           
Unit options and restricted unit awards 189
 45
 146
 42
120
 31
Phantom units 189
 336
 185
 333
224
 416
Diluted weighted average units outstanding 55,863
 55,992
 55,803
 55,848
55,804
 55,887
Net income per unit - basic $3.43
 $2.54
 $2.32
 $2.02
$2.13
 $1.91
Net income per unit - diluted $3.41
 $2.52
 $2.31
 $2.01
$2.12
 $1.89
            
The effect of unit options on the three, sixnine and twelve months ended June 30,September 29, 2013, had they not been out of the money or antidilutive, would have been zero, 8,9007,000, and 8,5004,000 units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the three, sixnine and twelve months ended July 1,September 30, 2012, had they not been out of the money or antidilutive, would have been 66,000, 31,00034,000 and 41,50036,000 units, respectively.
 
(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the secondthird quarter of 2013 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

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

(11) Restatement:

We haveThe Partnership has made the following correction relating to ourits use of the composite depreciation method.

This correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and twelve monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from ourthe Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with respondinga response to an SEC comment letter. WeThe Partnership ultimately concluded that such disposition was unusual and that an $8.8 million charge should be reflected in the 2011 financial statements.







18



The tables below reflect the impact on the financial statements of the correction as described above.

Balance Sheet 
(In thousands)7/1/2012
Accumulated depreciation 
As filed$(1,111,530)
Correction(8,369)
As restated$(1,119,899)
Total assets 
As filed$2,141,898
Correction(8,369)
As restated$2,133,529
Deferred Tax Liability 
As filed$137,288
Correction(3,180)
As restated$134,108
Limited Partners' Equity 
As filed$93,946
Correction(5,189)
As restated$88,757
Balance Sheet 
(In thousands)9/30/2012
Accumulated depreciation 
As filed$(1,175,744)
Correction(7,845)
As restated$(1,183,589)
Total assets 
As filed$2,089,837
Correction(7,845)
As restated$2,081,992
Deferred Tax Liability 
As filed$143,094
Correction(2,981)
As restated$140,113
Limited Partners' Equity 
As filed$212,797
Correction(4,864)
As restated$207,933








19


Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Six months ended Twelve months ended
  7/1/2012 7/1/2012 7/1/2012
Depreciation and amortization      
As filed $48,330
 $52,409
 $130,837
Correction (421) (421) (421)
As restated $47,909
 $51,988
 $130,416
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $(862) $(770) $1,599
Correction 
 
 8,790
As restated $(862) $(770) $10,389
Income (loss) before tax      
As filed $47,543
 $(39,411) $139,267
Correction 421
 421
 (8,369)
As restated $47,964
 $(38,990) $130,898
Provision (benefit) for taxes     
As filed $11,221
 $(10,318) $16,970
Correction 160
 160
 (3,180)
As restated $11,381
 $(10,158) $13,790
Net income (loss)     
As filed $36,322
 $(29,093) $122,297
Correction 261
 261
 (5,189)
As restated $36,583
 $(28,832) $117,108
       
Basic earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.21
Correction 0.01
 
 (0.10)
As restated $0.66
 $(0.52) $2.11
       
Diluted earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.19
Correction 0.01
 
 (0.09)
As restated $0.66
 $(0.52) $2.10
Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Nine months ended Twelve months ended
  9/30/2012 9/30/2012 9/30/2012
Depreciation and amortization      
As filed $60,747
 $113,156
 $128,136
Correction (524) (945) (945)
As restated $60,223
 $112,211
 $127,191
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $25,000
 $24,230
 $25,719
Correction 
 
 8,790
As restated $25,000
 $24,230
 $34,509
Income (loss) before tax      
As filed $192,401
 $152,990
 $141,606
Correction 524
 945
 (7,845)
As restated $192,925
 $153,935
 $133,761
Provision (benefit) for taxes     
As filed $51,713
 $41,395
 $30,839
Correction 199
 359
 (2,981)
As restated $51,912
 $41,754
 $27,858
Net income (loss)     
As filed $140,688
 $111,595
 $110,767
Correction 325
 586
 (4,864)
As restated $141,013
 $112,181
 $105,903
       
Basic earnings per limited partner unit:     
As filed $2.53
 $2.01
 $2.00
Correction 0.01
 0.01
 (0.09)
As restated $2.54
 $2.02
 $1.91
       
Diluted earnings per limited partner unit:     
As filed $2.51
 $2.00
 $1.98
Correction 0.01
 0.01
 (0.09)
As restated $2.52
 $2.01
 $1.89




20


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

The following tables reflect the changes in Accumulated other comprehensive income (loss)Other Comprehensive Income (Loss) related to limited partners' equity for the periodthree-, nine-, and twelve-month periods ended June 30,September 29, 2013:

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)       
   Gains and    
   Losses on Foreign  
   Cash Flow Currency  
   Hedges Items Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
 Other comprehensive      
 income before      
 reclassifications 1,940
 1,893
 3,833
        
 Amounts reclassified      
 from accumulated      
 other comprehensive      
 
income (2)
 8,624
 
 8,624
        
Net current-period other      
comprehensive income 10,564
 1,893
 12,457
        
June 30, 2013 $(15,185) $(858) $(16,043)
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at June 30, 2013 $(15,185) $(858) $(16,043)
        
Other comprehensive income before reclassifications (4,440) (699) (5,139)
        
Amounts reclassified from accumulated other comprehensive income (2)
 1,679
 
 1,679
        
Net current-period other comprehensive income (2,761) (699) (3,460)
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)       
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges      
 Interest rate contracts $10,160
  Net effect of swaps
   $10,160
  Total before tax
   (1,536)  Provision (benefit) for taxes
   $8,624
  Net of tax
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
Other comprehensive income before reclassifications (2,500) 1,194
 (1,306)
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,303
 
 10,303
        
Net current-period other comprehensive income 7,803
 1,194
 8,997
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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


21


 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at September 30, 2012 $(27,686) $(4,371) $(32,057)
        
Other comprehensive income before reclassifications (416) 2,814
 2,398
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,156
 
 10,156
        
Net current-period other comprehensive income 9,740
 2,814
 12,554
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)          
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges 3 months ended 9/29/13 9 months ended 9/29/13 12 months ended 9/29/13   
 Interest rate contracts $1,986
 $12,146
 $11,972
 Net effect of swaps
   $1,986
 $12,146
 $11,972
 Total before tax
   (307) (1,843) (1,816) Provision (benefit) for taxes
   $1,679
 $10,303
 $10,156
 Net of tax

(1) Amounts in parentheses indicate debits.

2122



(13) Consolidating Financial Information of Guarantors and Issuers:

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

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of June 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 and for the three, sixnine and twelve month periods ended June 30,September 29, 2013 and July 1,September 30, 2012. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, we havethe Partnership has included the accompanying condensed consolidating financial statements.

Since Cedar Fair, L.P., Cedar Canada and Magnum are co-issuers of the notes and co-borrowers under the 2013 Credit Agreement, all outstanding debt has been equally reflected within each co-issuer's June 30,September 29, 2013, December 31, 2012 and July 1,September 30, 2012 balance sheets in the accompanying condensed consolidating financial statements.

The consolidating financial information has been corrected for the information described in Note 11.
  

22


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $
 $
 $21,745
 $27,904
 $(6,021) $43,628
Receivables 2,960
 89,760
 86,590
 517,925
 (630,036) 67,199
Inventories 
 4,639
 4,182
 36,631
 
 45,452
Current deferred tax asset 
 23,822
 816
 3,664
 
 28,302
Prepaid advertising 
 9,181
 1,579
 5,854
 
 16,614
Other current assets 620
 2,259
 487
 13,908
 
 17,274
  3,580
 129,661
 115,399
 605,886
 (636,057) 218,469
Property and Equipment (net) 463,783
 994
 250,249
 835,875
 
 1,550,901
Investment in Park 447,080
 735,017
 129,942
 38,992
 (1,351,031) 
Goodwill 9,061
 
 119,201
 111,218
 
 239,480
Other Intangibles, net 
 
 16,880
 22,839
 
 39,719
Deferred Tax Asset 
 34,028
 
 90
 (34,118) 
Intercompany Receivable 874,125
 1,123,159
 1,165,828
 
 (3,163,112) 
Other Assets 13,605
 9,382
 7,112
 2,227
 
 32,326
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 155,522
 208,924
 7,971
 285,379
 (623,457) 34,339
Deferred revenue 
 
 18,719
 113,646
 
 132,365
Accrued interest 5,189
 3,563
 15,192
 
 
 23,944
Accrued taxes 6,534
 458
 181
 2,848
 
 10,021
Accrued salaries, wages and benefits 1
 18,642
 2,153
 9,100
 
 29,896
Self-insurance reserves 
 5,535
 1,727
 17,330
 
 24,592
Other accrued liabilities 860
 4,421
 715
 2,793
 
 8,789
  174,406
 247,843
 52,958
 431,096
 (636,057) 270,246
Deferred Tax Liability 
 
 61,544
 126,866
 (34,118) 154,292
Derivative Liability 16,039
 10,733
 
 
 
 26,772
Other Liabilities 
 5,296
 
 3,500
 
 8,796
Long-Term Debt:            
Revolving credit loans 58,000
 58,000
 58,000
 
 (116,000) 58,000
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,431
 901,431
 901,431
 
 (1,802,862) 901,431
  1,581,556
 1,581,556
 1,581,556
 
 (3,163,112) 1,581,556
             
Equity 39,233
 186,813
 108,553
 1,055,665
 (1,351,031) 39,233
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895


23


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
Receivables 12
 124,478
 70,303
 589,797
 (742,056) 42,534
Inventories 
 1,578
 2,090
 25,648
 
 29,316
Current deferred tax asset 
 3,708
 816
 3,661
 
 8,185
Income tax refundable 
 
 662
 
 
 662
Other current assets 995
 3,558
 613
 3,798
 
 8,964
  134,007
 135,615
 110,671
 634,906
 (742,056) 273,143
Property and Equipment (net) 450,205
 985
 248,484
 815,000
 
 1,514,674
Investment in Park 548,241
 824,356
 143,548
 81,719
 (1,597,864) 
Goodwill 9,061
 
 121,657
 111,218
 
 241,936
Other Intangibles, net 
 
 17,228
 22,797
 
 40,025
Deferred Tax Asset 
 30,316
 
 90
 (30,406) 
Intercompany Receivable 877,010
 1,069,069
 1,113,983
 
 (3,060,062) 
Other Assets 13,196
 9,031
 6,902
 2,140
 
 31,269
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 281,983
 159,781
 7,802
 314,367
 (742,056) 21,877
Deferred revenue 
 
 1,951
 35,676
 
 37,627
Accrued interest 2,677
 1,593
 5,983
 
 
 10,253
Accrued taxes 5,413
 29,386
 
 4,594
 
 39,393
Accrued salaries, wages and benefits 1
 27,622
 2,154
 9,844
 
 39,621
Self-insurance reserves 
 5,545
 1,896
 16,647
 
 24,088
Other accrued liabilities 991
 4,077
 694
 1,856
 
 7,618
  297,365
 234,304
 26,780
 382,984
 (754,656) 186,777
Deferred Tax Liability 
 
 61,143
 126,866
 (30,406) 157,603
Derivative Liability 18,407
 13,239
 
 
 
 31,646
Other Liabilities 
 5,573
 
 3,500
 
 9,073
Long-Term Debt:            
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,606
 901,606
 901,606
 
 (1,803,212) 901,606
  1,523,731
 1,523,731
 1,523,731
 
 (3,047,462) 1,523,731
             
Equity 192,217
 292,525
 150,819
 1,154,520
 (1,597,864) 192,217
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047


24


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2012
(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 $25,000
 $444
 $50,173
 $3,213
 $
 $78,830
Receivables 4
 101,093
 71,099
 498,555
 (652,559) 18,192
Inventories 
 1,724
 2,352
 23,764
 
 27,840
Current deferred tax asset 
 3,705
 816
 3,663
 
 8,184
Other current assets 563
 17,858
 530
 5,490
 (16,381) 8,060
  25,567
 124,824
 124,970
 534,685
 (668,940) 141,106
Property and Equipment (net) 439,506
 1,013
 268,157
 835,596
 
 1,544,272
Investment in Park 485,136
 772,183
 115,401
 53,790
 (1,426,510) 
Goodwill 9,061
 
 125,942
 111,218
 
 246,221
Other Intangibles, net 
 
 17,835
 22,817
 
 40,652
Deferred Tax Asset 
 36,443
 
 90
 (36,533) 
Intercompany Receivable 877,612
 1,070,125
 1,116,623
 
 (3,064,360) 
Other Assets 22,048
 14,832
 8,419
 2,315
 
 47,614
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $147,264
 $213,279
 $16,101
 $286,649
 $(652,559) $10,734
Deferred revenue 
 
 4,996
 34,489
 
 39,485
Accrued interest 98
 64
 15,350
 
 
 15,512
Accrued taxes 4,518
 
 6,239
 23,437
 (16,381) 17,813
Accrued salaries, wages and benefits 
 17,932
 1,214
 5,690
 
 24,836
Self-insurance reserves 
 5,528
 1,754
 16,624
 
 23,906
Other accrued liabilities 1,110
 2,502
 140
 2,164
 
 5,916
  152,990
 239,305
 45,794
 369,053
 (668,940) 138,202
Deferred Tax Liability 
 
 63,460
 126,865
 (36,533) 153,792
Derivative Liability 19,309
 12,951
 
 
 
 32,260
Other Liabilities 
 5,480
 
 3,500
 
 8,980
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 401,080
 401,080
 401,080
 
 (802,160) 401,080
  1,532,180
 1,532,180
 1,532,180
 
 (3,064,360) 1,532,180
             
Equity 154,451
 229,504
 135,913
 1,061,093
 (1,426,510) 154,451
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865

24


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
July 1, 2012 (As restated)
(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 $
 $
 $13,974
 $27,476
 $(5,521) $35,929
Receivables 
 71,210
 64,931
 436,324
 (529,512) 42,953
Inventories 
 4,861
 4,663
 41,712
 
 51,236
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Prepaid advertising 
 10,181
 596
 5,473
 
 16,250
Income tax refundable 
 
 10,083
 
 
 10,083
Other current assets 800
 2,971
 908
 4,660
 
 9,339
  800
 95,462
 95,927
 518,979
 (535,033) 176,135
Property and Equipment (net) 465,146
 1,025
 272,511
 882,682
 
 1,621,364
Investment in Park 471,253
 701,181
 114,053
 21,834
 (1,308,321) 
Intercompany Note Receivable 
 86,362
 
 
 (86,362) 
Goodwill 9,061
 
 122,960
 111,218
 
 243,239
Other Intangibles, net 
 
 17,412
 22,837
 
 40,249
Deferred Tax Asset 
 43,471
 
 
 (43,471) 
Intercompany Receivable 880,971
 1,186,016
 1,236,507
 
 (3,303,494) 
Other Assets 24,678
 16,454
 9,010
 2,400
 
 52,542
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $108,234
 $233,508
 $14,320
 $217,263
 $(535,033) $38,292
Deferred revenue 
 
 19,946
 88,521
 
 108,467
Accrued interest 481
 195
 15,353
 
 
 16,029
Accrued taxes 7,083
 571
 59
 3,027
 
 10,740
Accrued salaries, wages and benefits 1
 26,108
 2,410
 9,190
 
 37,709
Self-insurance reserves 
 4,280
 1,771
 17,147
 
 23,198
Other accrued liabilities 953
 4,489
 935
 2,275
 
 8,652
  116,752
 269,151
 54,794
 337,423
 (535,033) 243,087
Deferred Tax Liability 
 
 58,162
 119,417
 (43,471) 134,108
Derivative Liability 21,090
 14,056
 
 
 
 35,146
Other Liabilities 
 3,621
 
 3,500
 
 7,121
Intercompany Note Payable 
 
 
 86,362
 (86,362) 
Long-Term Debt:            
Revolving credit loans 111,000
 111,000
 111,000
 
 (222,000) 111,000
Term debt 1,140,100
 1,140,100
 1,140,100
 
 (2,280,200) 1,140,100
Notes 400,647
 400,647
 400,647
 
 (801,294) 400,647
  1,651,747
 1,651,747
 1,651,747
 
 (3,303,494) 1,651,747
             
Equity 62,320
 191,396
 103,677
 1,013,248
 (1,308,321) 62,320
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529


25


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)BALANCE SHEET
For the Three Months Ended September 30, 2012June 30, 2013
(As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,925
 $85,358
 $34,954
 $326,473
 $(129,090) $361,620
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 28,059
 
 31,053
Operating expenses 1,408
 52,246
 15,586
 201,134
 (129,090) 141,284
Selling, general and administrative 1,222
 26,888
 3,868
 13,789
 
 45,767
Depreciation and amortization 12,891
 9
 6,818
 26,314
 
 46,032
Loss on impairment / retirement of fixed assets, net 
 
 
 29
 
 29
  15,521
 79,143
 29,266
 269,325
 (129,090) 264,165
Operating income 28,404
 6,215
 5,688
 57,148
 
 97,455
Interest expense (income), net 10,210
 7,246
 9,843
 (1,507) 
 25,792
Net effect of swaps (1,378) (895) 
 
 
 (2,273)
Unrealized / realized foreign currency loss 
 
 14,886
 
 
 14,886
Other (income) expense 187
 (2,128) 583
 1,358
 
 
(Income) loss from investment in affiliates (30,875) (15,540) (8,232) 4,649
 49,998
 
Net income (loss) before taxes 50,260
 17,532
 (11,392) 52,648
 (49,998) 59,050
Provision (benefit) for taxes 2,870
 684
 (6,732) 14,838
 
 11,660
Net income (loss) $47,390
 $16,848
 $(4,660) $37,810
 $(49,998) $47,390
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,592
 
 1,592
 
 (1,592) 1,592
Unrealized income on cash flow hedging derivatives 1,679
 503
 
 
 (503) 1,679
Other comprehensive income, (net of tax) 3,271
 503
 1,592
 
 (2,095) 3,271
Total Comprehensive (Income) loss $50,661
 $17,351
 $(3,068) $37,810
 $(52,093) $50,661

  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 $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
Receivables 3
 108,211
 64,153
 478,372
 (621,382) 29,357
Inventories 
 1,584
 2,742
 29,267
 
 33,593
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Income tax refundable 
 
 10,454
 
 
 10,454
Other current assets 929
 2,065
 674
 3,775
 
 7,443
  43,932
 120,362
 119,073
 525,309
 (621,382) 187,294
Property and Equipment (net) 425,747
 1,025
 272,951
 856,276
 
 1,555,999
Investment in Park 572,748
 786,753
 115,271
 60,141
 (1,534,913) 
Goodwill 9,061
 
 127,384
 111,218
 
 247,663
Other Intangibles, net 
 
 18,039
 22,826
 
 40,865
Deferred Tax Asset 
 39,320
 
 
 (39,320) 
Intercompany Receivable 877,208
 1,069,721
 1,116,623
 
 (3,063,552) 
Other Assets 23,361
 15,580
 8,925
 2,305
 
 50,171
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $210,936
 $116,160
 $29,248
 $287,634
 $(621,382) $22,596
Deferred revenue 
 
 4,544
 30,138
 
 34,682
Accrued interest 735
 195
 6,082
 
 
 7,012
Accrued taxes 5,818
 42,090
 
 4,496
 
 52,404
Accrued salaries, wages and benefits 
 24,864
 2,365
 8,990
 
 36,219
Self-insurance reserves 
 4,751
 1,698
 16,643
 
 23,092
Other accrued liabilities 824
 4,097
 2,417
 3,505
 
 10,843
  218,313
 192,157
 46,354
 351,406
 (621,382) 186,848
Deferred Tax Liability 
 
 59,462
 119,971
 (39,320) 140,113
Derivative Liability 20,801
 13,907
 
 
 
 34,708
Other Liabilities 
 3,880
 
 3,500
 
 7,380
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 400,676
 400,676
 400,676
 
 (801,352) 400,676
  1,531,776
 1,531,776
 1,531,776
 
 (3,063,552) 1,531,776
             
Equity 181,167
 291,041
 140,674
 1,103,198
 (1,534,913) 181,167
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992


26


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $83,285
 $161,866
 $82,265
 $509,467
 $(244,807) $592,076
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,082
 39,761
 
 45,843
Operating expenses 1,669
 76,468
 19,042
 318,022
 (244,807) 170,394
Selling, general and administrative 1,796
 38,083
 4,781
 14,067
 
 58,727
Depreciation and amortization 18,306
 10
 8,979
 30,200
 
 57,495
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 368
 
 1
 1,268
 
 1,637
  22,139
 114,561
 38,885
 394,575
 (244,807) 325,353
Operating income 61,146
 47,305
 43,380
 114,892
 
 266,723
Interest expense (income), net 10,858
 6,901
 9,731
 (1,978) 
 25,512
Net effect of swaps 810
 567
 
 
 
 1,377
Unrealized / realized foreign currency gain 
 
 (8,615) 
 
 (8,615)
Other (income) expense 188
 (2,129) 584
 1,357
 
 
Income from investment in affiliates (146,054) (78,714) (13,606) (40,904) 279,278
 
Net income before taxes 195,344
 120,680
 55,286
 156,417
 (279,278) 248,449
Provision for taxes 4,920
 14,537
 14,390
 24,178
 
 58,025
Net income $190,424
 $106,143
 $40,896
 $132,239
 $(279,278) $190,424
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (699) 
 (699) 
 699
 (699)
Unrealized income (loss) on cash flow hedging derivatives (2,761) (1,202) 
 
 1,202
 (2,761)
Other comprehensive income (loss), (net of tax) (3,460) (1,202) (699) 
 1,901
 (3,460)
Total Comprehensive Income $186,964
 $104,941
 $40,197
 $132,239
 $(277,377) $186,964



27


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,745
 $77,510
 $41,841
 $315,637
 $(121,127) $357,606
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 28,945
 
 32,486
Operating expenses 1,438
 52,584
 15,935
 197,406
 (121,127) 146,236
Selling, general and administrative 1,656
 24,525
 4,295
 14,035
 
 44,511
Depreciation and amortization 13,531
 9
 6,985
 27,384
 
 47,909
Loss (gain) on impairment / retirement of fixed assets, net (861) 
 (1) 
 
 (862)
  15,764
 77,118
 30,755
 267,770
 (121,127) 270,280
Operating income 27,981
 392
 11,086
 47,867
 
 87,326
Interest expense, net 13,067
 8,084
 10,598
 (1,515) 
 30,234
Net effect of swaps (104) (69) 
 
 
 (173)
Unrealized / realized foreign currency gain 
 
 9,301
 
 
 9,301
Other (income) expense 188
 (2,041) 512
 1,341
 
 
Income from investment in affiliates (24,476) (16,973) (6,955) (260) 48,664
 
Income (loss) before taxes 39,306
 11,391
 (2,370) 48,301
 (48,664) 47,964
Provision (benefit) for taxes 2,723
 (1,876) (1,322) 11,856
 
 11,381
Net income (loss) $36,583
 $13,267
 $(1,048) $36,445
 $(48,664) $36,583
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 481
 
 481
 
 (481) 481
Unrealized income on cash flow hedging derivatives (2,370) (775) 
 
 775
 (2,370)
Other comprehensive income (loss), (net of tax) (1,889) (775) 481
 
 294
 (1,889)
Total Comprehensive Income (Loss) $34,694
 $12,492
 $(567) $36,445
 $(48,370) $34,694
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $79,663
 $141,134
 $88,334
 $464,902
 $(220,588) $553,445
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,447
 40,906
 
 47,353
Operating expenses 1,368
 74,191
 18,736
 289,604
 (220,588) 163,311
Selling, general and administrative 1,853
 32,627
 4,822
 13,691
 
 52,993
Depreciation and amortization 19,209
 10
 9,430
 31,574
 
 60,223
Loss on impairment / retirement of fixed assets, net 25,000
 
 
 
 
 25,000
  47,430
 106,828
 39,435
 375,775
 (220,588) 348,880
Operating income 32,233
 34,306
 48,899
 89,127
 
 204,565
Interest expense, net 12,213
 7,258
 9,897
 (2,518) 
 26,850
Net effect of swaps (104) (71) 
 
 
 (175)
Unrealized / realized foreign currency gain 
 
 (15,035) 
 
 (15,035)
Other (income) expense 186
 (2,043) 512
 1,345
 
 
Income from investment in affiliates (125,636) (79,925) (11,355) (45,354) 262,270
 
Income before taxes 145,574
 109,087
 64,880
 135,654
 (262,270) 192,925
Provision for taxes 4,561
 9,777
 17,181
 20,393
 
 51,912
Net income $141,013
 $99,310
 $47,699
 $115,261
 $(262,270) $141,013
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (563) 
 (563) 
 563
 (563)
Unrealized income (loss) on cash flow hedging derivatives (234) 48
 
 
 (48) (234)
Other comprehensive income (loss), (net of tax) (797) 48
 (563) 
 515
 (797)
Total Comprehensive Income $140,216
 $99,358
 $47,136
 $115,261
 $(261,755) $140,216

























27


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $48,243
 $93,729
 $35,243
 $367,983
 $(141,779) $403,419
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 33,096
 
 36,090
Operating expenses 2,831
 73,852
 21,527
 261,510
 (141,779) 217,941
Selling, general and administrative 2,514
 43,501
 4,579
 16,212
 
 66,806
Depreciation and amortization 13,366
 18
 6,818
 30,616
 
 50,818
Loss on impairment / retirement of fixed assets, net 36
 
 478
 115
 
 629
  18,747
 117,371
 36,396
 341,549
 (141,779) 372,284
Operating income (loss) 29,496
 (23,642) (1,153) 26,434
 
 31,135
Interest expense (income), net 20,722
 14,923
 19,607
 (3,737) 
 51,515
Net effect of swaps 4,257
 2,681
 
 
 
 6,938
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 23,844
 
 
 23,844
Other (income) expense 375
 (4,516) 1,383
 2,758
 
 
(Income) loss from investment in affiliates 41,221
 20,100
 (4,712) 25,876
 (82,485) 
Income (loss) before taxes (58,254) (69,611) (41,892) 1,537
 82,485
 (85,735)
Provision (benefit) for taxes 3,482
 (16,981) (15,986) 5,486
 
 (23,999)
Net income (loss) (61,736) (52,630) (25,906) (3,949) 82,485
 (61,736)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,893
 
 1,893
 
 (1,893) 1,893
Unrealized income (loss) on cash flow hedging derivatives 10,564
 3,038
 
 
 (3,038) 10,564
Other comprehensive income (loss), (net of tax) 12,457
 3,038
 1,893
 
 (4,931) 12,457
Total Comprehensive Income (Loss) $(49,279) $(49,592) $(24,013) $(3,949) $77,554
 $(49,279)



28


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the SixNine Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,528
 $255,595
 $117,508
 $877,450
 $(386,586) $995,495
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,076
 72,857
 
 81,933
Operating expenses 4,500
 150,320
 40,569
 579,532
 (386,586) 388,335
Selling, general and administrative 4,310
 81,584
 9,360
 30,279
 
 125,533
Depreciation and amortization 31,672
 28
 15,797
 60,816
 
 108,313
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 404
 
 479
 1,383
 
 2,266
  40,886
 231,932
 75,281
 736,124
 (386,586) 697,637
Operating income 90,642
 23,663
 42,227
 141,326
 
 297,858
Interest expense (income), net 31,580
 21,824
 29,338
 (5,715) 
 77,027
Net effect of swaps 5,067
 3,248
 
 
 
 8,315
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 15,229
 
 
 15,229
Other (income) expense 563
 (6,645) 1,967
 4,115
 
 
Income from investment in affiliates (104,833) (58,614) (18,318) (15,029) 196,794
 
Income before taxes 137,090
 51,069
 13,394
 157,955
 (196,794) 162,714
Provision (benefit) for taxes 8,402
 (2,444) (1,596) 29,664
 
 34,026
Net income $128,688
 $53,513
 $14,990
 $128,291
 $(196,794) $128,688
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,194
 
 1,194
 
 (1,194) 1,194
Unrealized income on cash flow hedging derivatives 7,803
 1,836
 
 
 (1,836) 7,803
Other comprehensive income, (net of tax) 8,997
 1,836
 1,194
 
 (3,030) 8,997
Total Comprehensive Income $137,685
 $55,349
 $16,184
 $128,291
 $(199,824) $137,685



29


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $45,201
 $80,087
 $42,107
 $343,569
 $(125,160) $385,804
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 33,032
 
 36,573
Operating expenses 2,773
 73,020
 21,592
 245,296
 (125,160) 217,521
Selling, general and administrative 2,988
 38,221
 5,055
 16,231
 
 62,495
Depreciation and amortization 14,227
 18
 6,985
 30,758
 
 51,988
Loss (gain) on impairment / retirement of fixed assets, net (779) 
 9
 
 
 (770)
  19,209
 111,259
 37,182
 325,317
 (125,160) 367,807
Operating income (loss) 25,992
 (31,172) 4,925
 18,252
 
 17,997
Interest expense, net 24,225
 14,699
 21,001
 (2,904) 
 57,021
Net effect of swaps 69
 263
 (1,475) 
 
 (1,143)
Unrealized / realized foreign currency loss 
 
 1,109
 
 
 1,109
Other (income) expense 375
 (5,076) 709
 3,992
 
 
(Income) loss from investment in affiliates 26,015
 6,477
 (3,541) 6,803
 (35,754) 
Income (loss) before taxes (24,692) (47,535) (12,878) 10,361
 35,754
 (38,990)
Provision (benefit) for taxes 4,140
 (13,548) (3,656) 2,906
 
 (10,158)
Net income (loss) $(28,832) $(33,987) $(9,222) $7,455
 $35,754
 $(28,832)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (688) 
 (688) 
 688
 (688)
Unrealized income on cash flow hedging derivatives (2,031) (677) 21
 
 656
 (2,031)
Other comprehensive income (loss), (net of tax) (2,719) (677) (667) 
 1,344
 (2,719)
Total Comprehensive Income (loss) $(31,551) $(34,664) $(9,889) $7,455
 $37,098
 $(31,551)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $124,864
 $221,221
 $130,441
 $808,471
 $(345,748) $939,249
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,988
 73,938
 
 83,926
Operating expenses 4,141
 147,211
 40,328
 534,900
 (345,748) 380,832
Selling, general and administrative 4,841
 70,848
 9,877
 29,922
 
 115,488
Depreciation and amortization 33,436
 28
 16,415
 62,332
 
 112,211
Loss on impairment / retirement of fixed assets, net 24,221
 
 9
 
 
 24,230
  66,639
 218,087
 76,617
 701,092
 (345,748) 716,687
Operating income 58,225
 3,134
 53,824
 107,379
 
 222,562
Interest expense, net 36,438
 21,957
 30,898
 (5,422) 
 83,871
Net effect of swaps (35) 192
 (1,475) 
 
 (1,318)
Unrealized / realized foreign currency gain 
 
 (13,926) 
 
 (13,926)
Other (income) expense 561
 (7,119) 1,221
 5,337
 
 
Income from investment in affiliates (99,621) (73,448) (14,896) (38,551) 226,516
 
Income before taxes 120,882
 61,552
 52,002
 146,015
 (226,516) 153,935
Provision (benefit) for taxes 8,701
 (3,771) 13,525
 23,299
 
 41,754
Net income $112,181
 $65,323
 $38,477
 $122,716
 $(226,516) $112,181
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (1,251) 
 (1,251) 
 1,251
 (1,251)
Unrealized income (loss) on cash flow hedging derivatives (1,798) (629) 21
 
 608
 (1,798)
Other comprehensive income (loss), (net of tax) (3,049) (629) (1,230) 
 1,859
 (3,049)
Total Comprehensive Income $109,132
 $64,694
 $37,247
 $122,716
 $(224,657) $109,132


























2930


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended June 30,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $148,757
 $271,778
 $133,554
 $952,082
 $(420,102) $1,086,069
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,769
 84,796
 
 94,565
Operating expenses 5,438
 177,188
 47,798
 641,501
 (420,102) 451,823
Selling, general and administrative 6,021
 91,895
 10,659
 34,047
 
 142,622
Depreciation and amortization 36,799
 40
 18,032
 70,265
 
 125,136
(Gain) on sale of other assets 
 
 
 (6,625) 
 (6,625)
Loss on impairment / retirement of fixed assets, net 25,950
 
 475
 5,310
 
 31,735
  74,208
 269,123
 86,733
 829,294
 (420,102) 839,256
Operating income 74,549
 2,655
 46,821
 122,788
 
 246,813
Interest (income) expense, net 45,022
 29,552
 39,476
 (9,005) 
 105,045
Net effect of swaps 4,050
 2,539
 
 
 
 6,589
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 13,737
 
 
 13,737
Other (income) expense 749
 (8,947) 2,694
 5,504
 
 
Income from investment in affiliates (74,816) (52,527) (15,768) (12,687) 155,798
 
Income before taxes 78,369
 19,257
 6,065
 138,976
 (155,798) 86,869
Provision (benefit) for taxes 9,417
 (13,289) (8,917) 30,706
 
 17,917
Net income $68,952
 $32,546
 $14,982
 $108,270
 $(155,798) $68,952
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,950
 
 2,950
 
 (2,950) 2,950
Unrealized income on cash flow hedging derivatives 12,735
 3,635
 
 
 (3,635) 12,735
Other comprehensive income, (net of tax) 15,685
 3,635
 2,950
 
 (6,585) 15,685
Total Comprehensive Income $84,637
 $36,181
 $17,932
 $108,270
 $(162,383) $84,637



30


CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Twelve Months Ended July 1, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $150,783
 $267,882
 $138,595
 $963,915
 $(418,258) $1,102,917
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,743
 86,664
 
 97,407
Operating expenses 5,341
 175,593
 47,795
 647,795
 (418,258) 458,266
Selling, general and administrative 6,309
 88,725
 11,892
 37,847
 
 144,773
Depreciation and amortization 38,843
 42
 17,976
 73,555
 
 130,416
Loss (gain) on impairment / retirement of fixed assets, net 15
 
 (52) 10,426
 
 10,389
  50,508
 264,360
 88,354
 856,287
 (418,258) 841,251
Operating income 100,275
 3,522
 50,241
 107,628
 
 261,666
Interest expense, net 61,742
 24,419
 48,119
 (3,440) 
 130,840
Net effect of swaps (9,027) (121) (5,569) 
 
 (14,717)
Unrealized / realized foreign currency loss 
 
 14,863
 
 
 14,863
Other (income) expense 533
 (9,873) 1,602
 7,520
 
 (218)
(Income) loss from investment in affiliates (80,137) (28,421) (6,557) 6,067
 109,048
 
Income (loss) before taxes 127,164
 17,518
 (2,217) 97,481
 (109,048) 130,898
Provision (benefit) for taxes 10,056
 (26,630) 7,042
 23,322
 
 13,790
Net income (loss) $117,108
 $44,148
 $(9,259) $74,159
 $(109,048) $117,108
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 733
 
 733
 
 (733) 733
Unrealized income (loss) on cash flow hedging derivatives (3,854) (4,884) 21
 
 4,863
 (3,854)
Other comprehensive income (loss), (net of tax) (3,121) (4,884) 754
 
 4,130
 (3,121)
Total Comprehensive Income (Loss) $113,987
 $39,264
 $(8,505) $74,159
 $(104,918) $113,987

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $152,379
 $292,510
 $127,485
 $996,647
 $(444,321) $1,124,700
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,404
 83,651
 
 93,055
Operating expenses 5,739
 179,465
 48,104
 669,919
 (444,321) 458,906
Selling, general and administrative 5,964
 97,351
 10,618
 34,423
 
 148,356
Depreciation and amortization 35,896
 40
 17,581
 68,891
 
 122,408
(Gain) on sale of other assets 
 
 
 (15,368) 
 (15,368)
Loss on impairment / retirement of fixed assets, net 1,318
 
 476
 6,578
 
 8,372
  48,917
 276,856
 86,183
 848,094
 (444,321) 815,729
Operating income 103,462
 15,654
 41,302
 148,553
 
 308,971
Interest (income) expense, net 43,667
 29,195
 39,310
 (8,465) 
 103,707
Net effect of swaps 4,964
 3,177
 
 
 
 8,141
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 20,157
 
 
 20,157
Other (income) expense 751
 (9,033) 2,766
 5,516
 
 
Income from investment in affiliates (95,234) (51,316) (18,019) (8,239) 172,808
 
Income (loss) before taxes 128,139
 30,850
 (3,529) 159,741
 (172,808) 142,393
Provision (benefit) for taxes 9,776
 (8,530) (11,708) 34,492
 
 24,030
Net income $118,363
 $39,380
 $8,179
 $125,249
 $(172,808) $118,363
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,814
 
 2,814
 
 (2,814) 2,814
Unrealized income on cash flow hedging derivatives 9,740
 2,385
 
 
 (2,385) 9,740
Other comprehensive income, (net of tax) 12,554
 2,385
 2,814
 
 (5,199) 12,554
Total Comprehensive Income $130,917
 $41,765
 $10,993
 $125,249
 $(178,007) $130,917



31


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSOPERATIONS AND COMPREHENSIVE INCOME
For the SixTwelve Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $4,808
 $(30,371) $(4,856) $44,138
 $68,837
 $82,556
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 38,056
 37,167
 (18,274) 17,909
 (74,858) 
Capital expenditures (38,398) 
 (3,435) (37,356) 
 (79,189)
Net cash from (for) investing activities (342) 37,167
 (21,709) (19,447) (74,858) (79,189)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 58,000
 
 
 
 
 58,000
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,312) (8,014) (438) 
 
 (22,764)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (71,350) 1,711
 
 
 
 (69,639)
Exercise of limited partnership unit options 
 28
 
 
 
 28
Excess tax benefit from unit-based compensation expense 
 (130) 
 
 
 (130)
Net cash from (for) financing activities (29,466) (7,240) (474) 
 
 (37,180)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (1,389) 
 
 (1,389)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (25,000) (444) (28,428) 24,691
 (6,021) (35,202)
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $147,733
 $261,878
 $142,250
 $941,465
 $(409,232) $1,084,094
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,531
 85,471
 
 96,002
Operating expenses 5,452
 180,665
 47,134
 636,106
 (409,232) 460,125
Selling, general and administrative 6,865
 90,892
 11,650
 36,381
 
 145,788
Depreciation and amortization 37,698
 41
 18,300
 71,152
 
 127,191
Loss (gain) on impairment / retirement of fixed assets, net 24,188
 
 (62) 10,383
 
 34,509
  74,203
 271,598
 87,553
 839,493
 (409,232) 863,615
Operating income (loss) 73,530
 (9,720) 54,697
 101,972
 
 220,479
Interest expense, net 50,007
 28,592
 44,583
 (6,813) 
 116,369
Net effect of swaps (5,019) (1) (5,910) 
 
 (10,930)
Unrealized / realized foreign currency gain 
 
 (18,721) 
 
 (18,721)
Other (income) expense 749
 (10,205) 1,498
 7,958
 
 
Income from investment in affiliates (88,216) (50,693) (9,456) (21,713) 170,078
 
Income before taxes 116,009
 22,587
 42,703
 122,540
 (170,078) 133,761
Provision (benefit) for taxes 10,106
 (29,298) 20,942
 26,108
 
 27,858
Net income $105,903
 $51,885
 $21,761
 $96,432
 $(170,078) $105,903
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (2,672) 
 (2,672) 
 2,672
 (2,672)
Unrealized income (loss) on cash flow hedging derivatives (397) (109) 21
 
 88
 (397)
Other comprehensive income (loss), (net of tax) (3,069) (109) (2,651) 
 2,760
 (3,069)
Total Comprehensive Income $102,834
 $51,776
 $19,110
 $96,432
 $(167,318) $102,834




32


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the SixNine Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $(75,559) $47,309
 $(12,724) $44,638
 $60,941
 $64,605
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 41,361
 11,532
 (415) 13,984
 (66,462) 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (24,266) 
 (13,478) (27,136) 
 (64,880)
Net cash from (for) investing activities 18,268
 11,532
 (13,893) (13,152) (66,462) (63,707)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 111,000
 
 
 
 
 111,000
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (9,259) (6,536) (205) 
 
 (16,000)
Intercompany (payments) receipts 
 7,482
 
 (7,482) 
 
Distributions (paid) received (44,450) 92
 
 
 
 (44,358)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities 57,291
 (59,353) 9,345
 (7,482) 
 (199)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (294) 
 
 (294)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 
 (512) (17,566) 24,004
 (5,521) 405
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929
             
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $337,821
 $60,434
 $21,615
 $66,757
 $(169,672) $316,955
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (63,105) (52,172) (29,579) (24,816) 169,672
 
Sale of other assets 
 
 
 15,297
 
 15,297
Capital expenditures (43,568) 
 (5,517) (48,449) 
 (97,534)
Net cash from investing activities (106,673) (52,172) (35,096) (57,968) 169,672
 (82,237)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (107,013) 2,555
 
 
 
 (104,458)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Excess tax benefit from unit-based compensation expense 
 (148) 
 
 
 (148)
Net cash (for) financing activities (123,148) (6,413) (489) 
 
 (130,050)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (16) 
 
 (16)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 108,000
 1,849
 (13,986) 8,789
 
 104,652
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

33


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the TwelveNine Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $210,085
 $(47,009) $29,440
 $140,865
 $(30,675) $302,706
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 27,874
 (30,140) (15,735) (12,174) 30,175
 
Sale of other assets 
 
 
 14,885
 
 14,885
Capital expenditures (47,797) (8) (4,404) (56,786) 
 (108,995)
Net cash for investing activities (19,923) (30,148) (20,139) (54,075) 30,175
 (94,110)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans (53,000) 
 
 
 
 (53,000)
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Intercompany term debt (payments) receipts 
 86,362
 
 (86,362) 
 
Term debt payments, including early termination penalties (660,931) (466,114) (14,630) 
 
 (1,141,675)
Distributions (paid) received (115,839) 1,746
 
 
 
 (114,093)
Exercise of limited partnership unit options 
 57
 
 
 
 57
Payment of debt issuance costs (14,311) (8,014) (433) 
 
 (22,758)
Excess tax benefit from unit-based compensation expense 
 1,517
 
 
 
 1,517
Net cash from (for) financing activities (190,162) 77,157
 (585) (86,362) 
 (199,952)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (945) 
 
 (945)
CASH AND CASH EQUIVALENTS            
Net increase for the period 
 
 7,771
 428
 (500) 7,699
Balance, beginning of period 
 
 13,974
 27,476
 (5,521) 35,929
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $209,022
 $49,092
 $9,484
 $156,240
 $(147,094) $276,744
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (56,757) (70,669) 3,557
 (23,225) 147,094
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (29,295) (8) (14,426) (32,081) 
 (75,810)
Net cash (for) investing activities (84,879) (70,677) (10,869) (55,306) 147,094
 (74,637)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (14,468) (10,212) (320) 
 
 (25,000)
Intercompany (payments) receipts 
 93,845
 
 (93,845) 
 
Distributions (paid) received (66,675) 110
 
 
 
 (66,565)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (81,143) 23,336
 9,230
 (93,845) 
 (142,422)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 893
 
 
 893
CASH AND CASH EQUIVALENTS            
Net increase for the period 43,000
 1,751
 8,738
 7,089
 
 60,578
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
             
             

34


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $146,874
 $(73,709) $24,332
 $223,401
 $(63,983) $256,915
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (31,801) (37,181) (579) 11,099
 58,462
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (36,852) 
 (25,832) (40,701) 
 (103,385)
Net cash from (for) investing activities (67,480) (37,181) (26,411) (29,602) 58,462
 (102,212)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings (payments) on revolving credit loans 26,000
 
 
 
 
 26,000
Intercompany term debt (payments) receipts 
 183,138
 
 (183,138) 
 
Term debt payments, including early termination penalties (21,383) (15,094) (473) 
 
 (36,950)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (90,011) 269
 
 
 
 (89,742)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities (85,394) 107,928
 8,354
 (183,138) 
 (152,250)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (2,203) 
 
 (2,203)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (2,962) 4,072
 10,661
 (5,521) 250
Balance, beginning of period 6,000
 2,962
 9,902
 16,815
 
 35,679
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $258,843
 $42,367
 $32,927
 $52,457
 $(61,746) $324,848
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 24,507
 (37,602) (30,743) (17,908) 61,746
 
Sale of other assets 
 
 
 30,182
 
 30,182
Capital expenditures (47,938) (1) (5,532) (63,290) 
 (116,761)
Net cash (for) investing activities (23,431) (37,603) (36,275) (51,016) 61,746
 (86,579)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (129,277) 2,571
 
 
 
 (126,706)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Excess tax benefit from unit-based compensation expense 
 1,515
 
 
 
 1,515
Net cash (for) financing activities (145,412) (4,734) (489) 
 
 (150,635)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (254) 
 
 (254)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 90,000
 30
 (4,091) 1,441
 
 87,380
Balance, beginning of period 43,000
 2,263
 40,278
 10,561
 
 96,102
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

35


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended September 30, 2012 (As restated)
(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 $181,718
 $(157,023) $8,795
 $314,835
 $(75,771) $272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (35,830) (42,342) 8,488
 (6,087) 75,771
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (33,025) (8) (23,050) (37,037) 
 (93,120)
Net cash (for) investing activities (67,682) (42,350) (14,562) (43,124) 75,771
 (91,947)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany term debt (payments) receipts 
 269,500
 
 (269,500) 
 
Term debt payments, including early termination penalties (14,467) (10,213) (320) 
 
 (25,000)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (105,569) 261
 
 
 
 (105,308)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (120,036) 199,147
 8,507
 (269,500) 
 (181,882)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 1,065
 
 
 1,065
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (226) 3,805
 2,211
 
 (210)
Balance, beginning of period 49,000
 2,489
 36,473
 8,350
 
 96,312
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102


36


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

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

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

Aside fromAlong with attendance and guest per capita statistics, discrete financial information and operating results are not prepared at the regional level, but rather at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.


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

Income Taxes
In the secondthird quarter of 2013, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012 except as noted below.
Change in Depreciation Method
Effective January 1, 2013, the Partnershipwe changed itsour method of depreciation 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 from the composite method to the unit method.
Historically, the Partnershipwe had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.
In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnershipwe had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for

36


all assets. The Partnership believesWe believe that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be

37


accounted for prospectively. This prospective application will result in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.
The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended June 30,September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.


Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three-, six-nine- and twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012.
 
  Three months ended Six months ended Twelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/2012 6/30/2013 7/1/2012
  (13 weeks) (14 weeks) (26 weeks) (26 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income (loss) $47,390
 $36,583
 $(61,736) $(28,832) $68,952
 $117,108
Interest expense 25,861
 30,236
 51,624
 57,039
 105,204
 130,927
Interest income (69) (2) (109) (18) (159) (87)
Provision (benefit) for taxes 11,660
 11,381
 (23,999) (10,158) 17,917
 13,790
Depreciation and amortization 46,032
 47,909
 50,818
 51,988
 125,136
 130,416
EBITDA 130,874
 126,107
 16,598
 70,019
 317,050
 392,154
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps (2,273) (173) 6,938
 (1,143) 6,589
 (14,717)
Unrealized foreign currency loss 14,875
 8,878
 23,756
 629
 13,946
 14,549
Non-cash equity expense 869
 568
 3,802
 2,268
 4,799
 2,257
Loss (gain) on impairment/retirement of fixed assets, net 29
 (862) 629
 (770) 31,735
 10,389
Gain on sale of other assets 
 
 
 
 (6,625) 
Terminated merger costs 
 
 
 
 
 150
Refinancing costs 
 
 
 
 
 (195)
Other non-recurring items (as defined) (297) 444
 508
 2,165
 2,523
 6,420
Adjusted EBITDA (1)
 $144,077
 $134,962
 $86,804
 $73,168
 $404,590
 $411,007
             
(1) As permitted by and defined in the 2013 Credit Agreement        
  Three months ended Nine months ended Twelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
  (13 weeks) (13 weeks) (39 weeks) (39 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income $190,424
 $141,013
 $128,688
 $112,181
 $118,363
 $105,903
Interest expense 25,529
 26,863
 77,153
 83,902
 103,870
 116,437
Interest income (17) (13) (126) (31) (163) (68)
Provision for taxes 58,025
 51,912
 34,026
 41,754
 24,030
 27,858
Depreciation and amortization 57,495
 60,223
 108,313
 112,211
 122,408
 127,191
EBITDA 331,456
 279,998
 348,054
 350,017
 368,508
 377,321
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps 1,377
 (175) 8,315
 (1,318) 8,141
 (10,930)
Unrealized foreign currency (gain) loss (8,385) (14,737) 15,371
 (14,108) 20,298
 (17,502)
Non-cash equity expense 843
 362
 4,645
 2,630
 5,280
 2,619
Loss on impairment/retirement of fixed assets, net 1,637
 25,000
 2,266
 24,230
 8,372
 34,509
Gain on sale of other assets (8,743) 
 (8,743) 
 (15,368) 
Terminated merger costs 
 
 
 
 
 150
Other non-recurring items (as defined) 197
 1,861
 705
 4,026
 859
 7,445
Adjusted EBITDA (1)
 $318,382
 $292,309
 $405,186
 $365,477
 $430,663
 $393,612
             
(1) As permitted by and defined in the 2013 Credit Agreement        

3738


Results of Operations:

Restatement -

We have made the followinga correction relating to our use of the composite depreciation method.

This The correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and 12 monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from our composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership'sour initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal was reviewed in connection with respondinga response to an SEC comment letter. We ultimately concluded that such disposition was unusual and that an $8.8 million charge should have been reflected in the 2011 financial statements.

SixNine months ended June 30,September 29, 2013

The fiscal six-monthnine-month period ended June 30,September 29, 2013, consisted of a 26-week39-week period and included a total of 9171,936 operating days compared with 2639 weeks and 1,0012,178 operating days for the fiscal six-monthnine-month period ended July 1,September 30, 2012. The difference in operating days is primarily due to the sale of atwo non-core water park in the fourth quarter of 2012,parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate for 2013.

The following table presents key financial information for the sixnine months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Six months ended Six months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (26 weeks) (26 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $403,419
 $385,804
 $17,615
 4.6 %
Operating costs and expenses 320,837
 316,589
 4,248
 1.3 %
Depreciation and amortization 50,818
 51,988
 (1,170) (2.3)%
Loss (gain) on impairment / retirement of fixed assets 629
 (770) 1,399
 N/M
Operating income $31,135
 $17,997
 $13,138
 73.0 %
         
Other Data:        
Adjusted EBITDA $86,804
 $73,168
 $13,636
 18.6 %
Attendance 8,677
 8,729
 (52) (0.6)%
Per capita spending $42.17
 $40.24
 $1.93
 4.8 %
Out-of-park revenues $48,110
 $45,266
 $2,844
 6.3 %
  Nine months ended Nine months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (39 weeks) (39 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $995,495
 $939,249
 $56,246
 6.0 %
Operating costs and expenses 595,801
 580,246
 15,555
 2.7 %
Depreciation and amortization 108,313
 112,211
 (3,898) (3.5)%
Loss on impairment / retirement of fixed assets 2,266
 24,230
 (21,964) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $297,858
 $222,562
 $75,296
 33.8 %
         
Other Data:        
Adjusted EBITDA $405,186
 $365,477
 $39,709
 10.9 %
Attendance 20,652
 20,689
 (37) (0.2)%
Per capita spending $44.24
 $41.78
 $2.46
 5.9 %
Out-of-park revenues $106,801
 $99,526
 $7,275
 7.3 %

Net revenues for the sixnine months ended June 30,September 29, 2013 increased $17.6$56.3 million to $403.4$995.5 million from $385.8$939.2 million during the sixnine months ended July 1,September 30, 2012. The increase in revenues reflects a 5%6%, or $1.93,$2.46, increase in average in-park guest per capita spending during the first sixnine months of the year when compared with the first sixnine months of 2012. In-park guest per capita spending represents the average amount spent per attendee to gain admission to a park plus all amounts spent while inside the park gates. The increase in per capita spending reflects a 4%5% increase in the admissions per capita spendingcap and a 5%6% increase in pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Additionally, for the six-monthnine-month period, out-of-park revenues increased 6%7%, or $2.8$7.3 million. Out-of-park revenues include the sale of hotel rooms, food, merchandise, and other complementary activities located outside of the park gates, as well as transaction fees from on-line product sales. The increase in out-of-park revenues was primarily driven by the strong performance of our resort properties, which saw us drivedrove higher average daily room rates (ADR's) while maintaining or growing occupancy rates. The increase in overall net revenues also reflects a less than 1% decrease inincludes attendance that was essentially comparable through the first sixnine months of 2013 when compared with the same period a year ago. This decreaseThe variance in attendance is entirely attributable to the sale of thetwo non-core water park in the fourth quarter of 2012.parks. Excluding the sale of the water parks, attendance increased 1%, or 195,000 visits on a comparable park attendance was comparable to the same period last year.basis.

3839



Revenues for the first sixnine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($0.23.6 million) during the period.

For the six-monthnine-month period in 2013, operating costs and expenses increased 1%3%, or $4.2$15.6 million, to $320.8$595.8 million from $316.6$580.2 million for the same period in 2012, the net result of a $0.4$7.5 million increase in operating expenses and a $4.3$10.0 million increase in selling, general and administrative costs.costs ("SG&A"). These cost increases were offset slightly by a $0.52%, or $1.9 million decrease in cost of goods sold during the period. The $0.4$7.5 million increase in operating expenses was due to an increaseincreases of approximately $4.3 million in employee costs, $3.2 million in operating supplies and $1.5 million in labor costs andmaintenance materials, offset slightly by a $1.7decrease of $2.7 million increase in operating supplies.insurance expense. The increase in laboremployee costs was primarily due to increased health-care insurance costs while operatingof benefits. Operating supplies increased due to new extra-charge attractions, uniforms, and expenses related to the premium benefit offerings.offerings and improved guest services. The increase$2.7 million decrease in operating costsinsurance expense was somewhat offset bydue to a reduction in insurance settlements and accruals. The $4.3$10.0 million increase in SG&A expenses was due primarily to additional marketing efforts and agency advertising costs, and increased full-time laboremployee costs, largely related to fullperformance incentives and an increase in staffing levels and performance incentives.levels.

Depreciation and amortization expense for the period decreased $1.2$3.9 million due to several significant assets being fully depreciated at the end of 2012. For the six-monthnine-month period of 2013, the $8.7 million gain on sale of other assets relates to the sale of one of our non-core water parks. For the period, loss on impairment/retirement of fixed assets was $0.6totaled $2.3 million reflectingfor the retirement of assets during the period at several of our properties. Loss on impairment/retirement of fixed assets for the period ended September 30, 2012 totaled $24.2 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom, offset slightly by gains on other retirements. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income for the period increased $13.1$75.3 million to $31.1$297.9 million in the first halfnine months of 2013 from operating income of $18.0$222.6 million in the first halfnine months of 2012.

Interest expense for the first halfnine months of 2013 was $51.6$77.2 million, a decrease of $5.4$6.8 million from the first halfnine months of 2012. The decrease in interest expense was due to the settlement of our Canadian cross-currency swaps in the first quarter of 2012, the decrease in non-cash amortization expense dueresulting from the write-off of loan fees related to theour prior credit agreement, and a decrease in revolver interest due to lower average borrowings and a lower average cost due toeffective interest rate from the March 2013 refinancing.

The net effect of our swaps resulted in a non-cash charge to earnings of $6.9$8.3 million for the first halfnine months of 2013 compared with a $1.1$1.3 million non-cash benefit to earnings in the first halfnine months of 2012. The difference reflects the regularly scheduled amortization of amounts in AOCI related to interest rate swaps, the write off of amounts in AOCI related to de-designated interest rate swaps, as well as gains from marking the ineffective designated and de-designated swaps to market. During the current year-to-date period, we also recognized a $23.8$15.2 million net charge to earnings for unrealized/realized foreign currency gains,losses, which representedincluded a $14.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Additionally, due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the current year-to-date period.

During the first halfnine months of 2013, a benefitprovision for taxes of $24.0$34.0 million was recorded to account for publicly traded partnership (“PTP”) taxes and the tax attributes of our corporate subsidiaries. During the same six monthnine-month period in 2012, a $10.2$41.8 million benefitprovision for taxes was recorded. Actual cash taxes paid or payable are estimated to be between $14 and $17 million for the 2013 calendar year.

After interest expense and the benefit for taxes, the net lossincome for the sixnine months ended June 30,September 29, 2013 totaled $61.7$128.7 million, or $1.11$2.31 per diluted limited partner unit, compared with a net lossincome of $28.8$112.2 million, or $0.52$2.01 per diluted unit, for the same period a year ago.

For the six-monthnine-month period, Adjusted EBITDA (as defined in the 2013 Credit Agreement), which we believe is a meaningful measure of our park-level operating results, increased to $86.8$405.2 million compared with $73.2$365.5 million for the fiscal six-monthnine-month period ended July 1,September 30, 2012. This increase was due to the growth in revenues produced in large part by the continued success of our premium benefit offerings, admissions sales and admission sales program,our food and beverage initiatives, offset slightly by an increase in employee related costs, advertising expenses, and advertising expenses.operating supply costs related to targeted initiatives which enhance our guests' experiences at our parks. For additional information regarding Adjusted EBITDA, including how we define Adjusted EBITDA, why we believe it provides useful information, and for a reconciliation to net income, see page 38.

Second



40


Third Quarter -

The fiscal three-month period ended June 30,September 29, 2013, consisted of a 13-week period and included a total of 8001,019 operating days compared with 1413 weeks and 9051,177 operating days for the fiscal three-month period ended July 1,September 30, 2012. The difference in operating days is due to the sale of atwo non-core water park in the fourth quarter of 2012parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013.







39






The following table presents key financial information for the three months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Three months ended Three months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (13 weeks) (14 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $361,620
 $357,606
 $4,014
 1.1 %
Operating costs and expenses 218,104
 223,233
 (5,129) (2.3)%
Depreciation and amortization 46,032
 47,909
 (1,877) (3.9)%
Loss (gain) on impairment / retirement of fixed assets 29
 (862) 891
 N/M
Operating income $97,455
 $87,326
 $10,129
 11.6 %
         
Other Data:        
Adjusted EBITDA $144,077
 $134,962
 $9,115
 6.8 %
Attendance 7,872
 8,225
 (353) (4.3)%
Per capita spending $42.36
 $40.32
 $2.04
 5.1 %
Out-of-park revenues $37,576
 $35,878
 $1,698
 4.7 %
  Three months ended Three months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (13 weeks) (13 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $592,076
 $553,445
 $38,631
 7.0 %
Operating costs and expenses 274,964
 263,657
 11,307
 4.3 %
Depreciation and amortization 57,495
 60,223
 (2,728) (4.5)%
Loss on impairment / retirement of fixed assets 1,637
 25,000
 (23,363) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $266,723
 $204,565
 $62,158
 30.4 %
         
Other Data:        
Adjusted EBITDA $318,382
 $292,309
 $26,073
 8.9 %
Attendance 11,975
 11,960
 15
 0.1 %
Per capita spending $45.73
 $42.90
 $2.83
 6.6 %
Out-of-park revenues $58,690
 $54,260
 $4,430
 8.2 %

For the quarter ended June 30,September 29, 2013, net revenues increased 1%7%, or $4.0$38.6 million, to $361.6$592.1 million from $357.6$553.5 million in the secondthird quarter of 2012. This increase reflects a 5%7% increase in average in-park per capita spending and a 5%an 8%, or $1.7$4.4 million, increase in out-of park revenues, offset slightly by a decrease of 4% in combined attendance.and attendance that was comparable with the prior year period. The increase in per capita spending was the result of higher admissions pricing, improvements in our food and beverage programs, and the successful expansion of our in-park premium benefit offerings.offerings, and improvements in our food and beverage programs. The increase in out-of-park revenues was due to the strong performance of our resort properties. The decrease inExcluding the sale our two non-core water parks, attendance for the second quarter was the direct result of fewer operating days in the period, the shift of the Easter and Spring Break holidays to the first quarter of 2013, and unfavorable short-term weather trends.increased 2%, or 207,000 visits on a comparable park basis.

Operating costs and expenses for the quarter decreased 2%increased 4%, or $5.1$11.3 million, to $218.1$275.0 million from $223.2$263.7 million in the secondthird quarter of 2012, the net result of a $1.4$1.5 million decrease in cost of goods sold, a $5.0$7.0 million decreaseincrease in operating expenses and a $1.3$5.7 million increase in SG&A costs. As a percentage of net revenues, costs and expenses decreased 120 basis points, and was
in line with expectations. The decrease in cost of goods sold was primarily the result of successful cost-savings initiatives in food and beverage. The $5.0$7.0 million decreaseincrease in operating expenses was primarily due to lower employee-relateda $2.8 million increase in employee related costs, and maintenancea $1.6 million increase in operating supplies, and expenses.a $1.5 million increase in maintenance expense. The declineincrease in employee related costs was primarily due to the one less week of operations during the second quarter of 2013 compared with the second quarter of 2012, as well as reduced expenses related to the sale of one of our water parkshigher staffing levels, salary increases, and increases in November 2012. The decline in maintenancebenefit costs. Operating supplies wasincreased due to the timing of expenses due to the one less week in operations during the second quarter of 2013.premium benefit offerings and improved guest services. The $1.3$5.7 million increase in SG&A costs was due to increases in employee-related costs and agency advertising costs, offset somewhat by a decline in professional and administrative costs. The increase in SG&A employee-related expenses was due to improvementsan increase in staffing levels across the company,performance incentive awards due to strong 2013 operating results to date, as well as an increase in equity-related compensation due to unit price appreciation.staffing levels across the company. Advertising costs increased as a result of additional marketing efforts in the period.period, including our Customer Relationship Management platform.

Depreciation and amortization expense for the quarter decreased $1.9$2.7 million primarily due to several significant assets reaching the end of their depreciable lives at the end of 2012. For the third quarter of 2013, the gain on sale of other assets was $8.7 million, reflecting the gain on the sale of one of our non-core water parks. Loss on impairment/retirement of fixed assets for the current period was $1.6 million, reflecting losses on the retirement of assets across all of our parks. Loss on impairment/retirement of fixed assets during the quarter ended September 30, 2012 totaled $25.0 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income in the secondthird quarter of 2013 increased $10.1$62.1 million to $97.4$266.7 million from operating income of $87.3$204.6 million in the secondthird quarter of 2012.

41


 
Interest expense for the secondthird quarter of 2013 was $25.9$25.5 million, representing a $4.4$1.3 million decrease from the interest expense for the secondthird quarter of 2012. As mentioned in the six-monthnine-month discussion above, interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.


40


During the 2013 secondthird quarter, the net effect of our swaps resulted in a $2.3$1.4 million non-cash benefitcharge to earnings, compared to a non-cash benefit to earnings of $0.2 million in the secondthird quarter of 2012. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative portfolio. During the 2013 secondthird quarter, we also recognized a $14.9$8.6 million net chargebenefit to earnings for unrealized/realized foreign currency losses related to angains, which included a $8.5 million unrealized foreign currency lossgain on the U.S.-dollar denominated debt held at our Canadian property.

During the quarter, a provision for taxes of $11.7$58.0 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a provision for taxes of $11.4$51.9 million in the same period a year ago. After interest expense and the provision for taxes, net income for the quarter totaled $47.4$190.4 million, or $0.85$3.41 per diluted limited partner unit, compared with net income of $36.6$141.0 million, or $0.66$2.52 per diluted unit, for the secondthird quarter a year ago.

For the current quarter, Adjusted EBITDA increased to $144.1$318.4 million from $135.0$292.3 million for the fiscal secondthird quarter of 2012. The approximate $9.1$26.1 million increase in Adjusted EBITDA was primarily duelargely attributable to incremental revenues resulting primarily from higher average guest per capita spending, as well as increases in out-of-park revenues in the quarter. Adjusted EBITDA in the second quarter also benefited from a reduction in operating expenses in the period, due to one less week of operationsThese revenue increases were somewhat offset by higher costs associated with improving guest services and one less water park in operation.

expanding our marketing efforts.

Twelve Months Ended June 30,September 29, 2013 -

The fiscal twelve-month period ended June 30,September 29, 2013, consisted of a 52-week period and 2,2982,140 operating days compared with 53 weeks and 2,4922,416 operating days for the fiscal twelve-month period ended July 1,September 30, 2012. The difference in operating days was due primarily to anthe sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the extra week of operations in the twelve monthtwelve-month period ending July 1,September 30, 2012.

The following table presents key financial information for the twelve months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Twelve months ended Twelve months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,086,069
 $1,102,917
 $(16,848) (1.5)%
Operating costs and expenses 689,010
 700,446
 (11,436) (1.6)%
Depreciation and amortization 125,136
 130,416
 (5,280) (4.0)%
(Gain) on sale of other assets (6,625) 
 (6,625) N/M
Loss on impairment/retirement of fixed assets 31,735
 10,389
 21,346
 N/M
Operating income $246,813
 $261,666
 $(14,853) (5.7)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $404,590
 $411,007
 $(6,417) (1.6)%
Adjusted EBITDA margin 37.3% 37.3% 
  %
Attendance 23,248
 24,934
 (1,686) (6.8)%
Per capita spending $42.67
 $40.40
 $2.27
 5.6 %
Out-of-park revenues $119,611
 $124,394
 (4,783) (3.8)%
  Twelve months ended Twelve months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,124,700
 $1,084,094
 $40,606
 3.7 %
Operating costs and expenses 700,317
 701,915
 (1,598) (0.2)%
Depreciation and amortization 122,408
 127,191
 (4,783) (3.8)%
Gain on sale of other assets (15,368) 
 (15,368) N/M
Loss on impairment/retirement of fixed assets 8,372
 34,509
 (26,137) N/M
Operating income $308,971
 $220,479
 $88,492
 40.1 %
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $430,663
 $393,612
 $37,051
 9.4 %
Adjusted EBITDA margin 38.3% 36.3% 
 2.0 %
Attendance 23,263
 23,961
 (698) (2.9)%
Per capita spending $44.13
 $41.44
 $2.69
 6.5 %
Out-of-park revenues $124,041
 $119,460
 4,581
 3.8 %

Net revenues totaled $1,086.11,124.7 million for the twelve months ended June 30,September 29, 2013, decreasingincreasing $16.840.6 million, from $1,102.91,084.1 million for the trailing twelve months ended July 1,September 30, 2012. The 2% decrease4% increase in revenues for the twelve-month period was primarily due to the extra week of operationsdriven by a 7% increase in the prior year's twelve month period. For the current twelve month period,average in-park guest per capita spending, increased 6%, onthe result of a stronger admissions per capita spendingcap and improved pure in-park spending. The increase in pure in-park spending which was driven largely byin large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased between

42


years due primarily to the extra week of operations in the twelve-month period ended July 1, 2012.September 30, 2012, as well as the sale of two non-core water parks during the current year period. Out-of-park revenues increased $4.6 million primarily due to an increase in processing fees as part of our expansion of ticketing options. The decreaseincrease in net revenues for the twelve months ended June 30,September 29, 2013 also reflects the negative impact of currency exchange rates and the weakening Canadian dollar on our Canadian operations (approximately $3.7$3.2 million) during the period.


41


Operating costs and expenses decreased $11.4$1.6 million, or 2%less than 1%, to $689.0$700.3 million, in large part due to one less week of operations in the current twelve-month period, and were in line with expectations. The decrease in costs and expenses reflects a $2.8$2.9 million decrease in cost of goods sold and a $6.4$1.2 million decrease in operating expenses, anddue primarily to the one less week in the period. These year-over-year cost decreases were partially offset by a $2.2 decrease$2.6 million increase in SG&A costs. The increase in SG&A costs reflects a $2.8 million increase in employment-related costs related to higher staffing levels and incentive compensation plans tied to company performance and a $3.0 million increase in advertising costs related to the transition to a new advertising agency, somewhat offset by a $2.6 decrease in professional and administrative costs, the result of reductions in litigation expenses and consulting fees in the period. The overall decrease in costs and expenses also reflects the impact of exchange rates on our Canadian operations ($0.61.0 million) during the period.

For the twelve-month period ending September 29, 2013, the gain on sale of other assets was $15.4 million, reflecting the gain on the sale of two non-core water parks during the period. Loss on impairment/retirement of fixed assets net,for the period was $8.4 million, due to the removal of a ride to enhance a section of one of our parks, as well as retirements of assets across all of our properties. Loss on impairment/retirement of fixed assets during the period ended September 30, 2012 totaled $31.7$34.5 million, which reflectsreflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom along with losses on other retirements. During the twelve-month period ended June 30, 2013, two non-core assets were sold at gains totaling $6.6 million. During the twelve-month period ended July 1, 2012, aand an $8.8 million charge of $10.4 million for the retirement of fixed assets was recorded,an asset which includes the retirement of the asset asis further described in Note 11 to the financial statements.

Depreciation and amortization expense for the period decreased $5.3$4.8 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of 2012. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period decreased $14.9increased $88.5 million to $246.8$309.0 million from $261.7$220.5 million.

Interest expense for the twelve months ended June 30,September 29, 2013 decreased $25.7$12.5 million to $105.2$103.9 million, from $130.9$116.4 million for the same twelve-month period a year ago. The reductiondecrease in interest expense was primarily attributablereflects a decrease in revolver interest in the period due to an approximate 300 basis point (bps) declinelower borrowings and a lower average cost resulting from the March 2013 refinancing, a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our effective interest rate,prior credit agreement, and the result of lower fixed rates on London InterBank Offered Rate (LIBOR) within our interest-rate swap contracts. Additionally during the current period, the average outstanding balanceimpact of the revolver, as well assettlement of our Canadian cross-currency swaps in the average borrowing rate on the revolver, both declined resulting in lower interest expense.first quarter of 2012.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a charge to earnings of $6.6$8.1 million compared to a benefit to earnings of $14.7$10.9 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI and write-off of amounts related to de-designated swaps, which were offset by gains from marking the ineffective and de-designated swaps to market and foreign currency gains related to the U.S.-dollar denominated Canadian term loan in the current period. During the current period, we also recognized a $13.7$20.2 million charge to earnings for unrealized/realized foreign currency losses, which included a $13.9$19.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of $17.9$24.0 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of $13.8$27.9 million in twelve-month period ended July 1, 2012 for the tax attributes of our corporate subsidiaries and PTP taxes.September 30, 2012.

After interest expense and provision for taxes, net income for the period totaled $69.0$118.4 million, or $1.24$2.12 per diluted limited partner unit, compared with net income of $117.1$105.9 million, or $2.10$1.89 per diluted unit, a year ago.

As discussed above, the current twelve-monthtrailing-twelve-month results include one less week of operations due to the timing of the secondthird quarter fiscal close. Comparing the twelve-month periods for both 2013 and 2012 on a comparable 52-week basis, net revenues would be up approximately $37.3$55.1 million, or 4%5%, on increases in both average in-park guest per capita spending and out-of- parkout-of-park revenues, partially offset by a slight decline in attendance. The increase in average in-park guest per capita spending is primarily due to a higher admissions per capita spendingcap and improved pure in-park spending, which was driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Out-of-park revenues would have increased $0.7$6.3 million primarily due to an increase in transaction fees from on-line ticket sales. Attendance for the comparable period would have decreased 404,000351,000 visits, primarily due to soft attendance during the fourth quarter of 2012 compared with the fourth quarter of 2011.


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On a comparable 52-week basis, operating costs and expenses would have increased approximately $10.1$9.1 million, the net result of a $1.7$1.9 million increasedecrease in cost of goods sold, a $7.4$6.2 million increase in operating expenses and a $1.0$4.8 million increase in SG&A costs. The increase in operating expenses was primarily attributable to an increase in employment-related expenses of $7.0$3.3 million, a $4.7$3.9 million increase in operating supply costs, a $1.9 million increase in property and other non-income taxes, and a $1.4$1.6 million increase in utility costs. Somewhat offsetting these operating-expense increases were decreases in maintenance expenses of $5.0$3.5 million and insurance expenses of $3.3$1.6 million. The increase in employment-related costs was largely due to higher benefit costs and increased seasonal labor hours resulting from expanded operating hours at several parks, the introduction of additional attractions and enhanced guest services at our parks. Operating supply costssupplies increased due largely to the introduction of new extra-charge attractions and incremental expenses related to our expanded premium benefit offerings. Property taxes increased due to the timing

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of the receipt of a refund at one of our parks in the trailing-twelve-month period ended July 1, 2012, while utilityUtility costs increased primarily due to rate increases and the addition of new rides and attractions at the parks. The increase in SG&A costs for the period reflects a $3.1$3.4 million increase in employment-related costs due to higher staffing levels and bonusincentive compensation plans tied to company performance, and a $1.9$4.0 million increase in advertising costs related to the transition to a new advertising agency, and a $1.3 million increase in operating supplies, largely related to the expansion of our e-commerce platform.agency. Somewhat offsetting these SG&A cost increases was a $4.6$2.5 million decrease in professional and administrative costs primarily due to reductions in litigation expenses and consulting fees in the period.

Adjusted EBITDA for the twelve-month period ended June 30,September 29, 2013, decreased $6.4increased $37.1 million, or 2%9%, to $404.6$430.7 million. This decrease was due to the one fewer operating week in the current twelve-month period. On a same-week basis, Adjusted EBITDA for the twelve-month period would have increased approximately $26.1$40.9 million, or 7%11%. On a same-week basis, our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased 120190 bps to 37.3%38.3% from 36.1%36.4% for the twelve-month period ended June 30,September 29, 2013, primarily due to an increase in revenues resulting from the continued success of high-margin revenues initiatives as our new premium guest benefit offerings and theour admission pricing, program combined with continued focus on controlling operating costs.

JulyOctober 2013 -

Based on preliminary results, through August 4, 2013, net revenues through November 3, 2013 were approximately $712$1,104 million, up 5%6%, or $36$65 million, compared with $676$1,039 million for the same period last year. The increase was athe result of an approximate 5%6%, or $2.24,$2.31, increase in average in-park guest per capita spending to $43.47,a record $44.33, and aan approximate 7%, or $5$8 million increase, in out-of-park revenues to $78$117 million. These increases were slightly offset by a less than one percent, or 52,000-visit, decreaseAlso contributing to revenue growth was an increase in attendance to 15.0 million visits.of 100,000 visits, compared with last year. Excluding the sale of two water park sold in 2012,parks, attendance was up 1%2%, or 75,000334,000 visits, when compared with this time last year.to a record 22.7 million visits on a comparable park basis.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the secondthird quarter of 2013 in sound condition. The negative working capital ratio (current liabilitiesassets divided by current assets)liabilities) of 1.21.5 at June 30,September 29, 2013 reflects the impact of our seasonal business. Cash, receivablesReceivables, inventories, and inventoriespayables are at normal seasonal levels and credit facilities arelevels.
Operating Activities
During the nine-month period ended September 29, 2013, net cash provided by operating activities increased $40.2 million from the same period a year ago, primarily due to the year-over-year growth in placerevenues.
For the twelve-month period ended September 29, 2013 net cash provided by operating activities increased $52.3 million from the same period a year ago, also reflective of the year-over-year growth in revenues.
Investing Activities
Net cash used in investing activities in the first nine months of 2013 was $82.2 million, an increase of $7.6 million compared with the nine month period ended September 30, 2012. Within investing activities, capital expenditures increased $21.7 million. During the current period, $15.3 million was received for the sale of a non-core waterpark.
Net cash used in investing activities for the trailing-twelve-month period ended September 29, 2013 totaled $86.6 million compared with $91.9 million for the same period a year ago. The decrease reflects the receipt of $30.2 million from the sale of two non-core water parks during the period, offset somewhat by a $23.6 million increase in capital expenditures.
Financing Activities
Net cash used in financing activities in the first nine months of 2013 was $130.1 million, a decrease of $12.3 million compared with the nine-month period ended September 30, 2012. The decrease was due to funda one-time cash cost of $50.5 million to settle our Canadian derivative in the first quarter of 2012, offset somewhat by an increase in distributions paid in the current liabilities.year of $37.9 million.
Net cash used in financing activities in the trailing-twelve-month period ended September 29, 2013 totaled $150.6 million, a decrease of $31.2 million compared with the twelve-month period ended September 30, 2012. The decrease was due to the $50.5

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million Canadian derivative settlement in 2012, offset somewhat by an increase in distributions paid of $21.4 million in the current twelve-month period.
In July 2010, we issued $405 million of 9.125% senior unsecured notes, maturing in 2018, in a private placement, including $5.6 million of Original Issue Discount (OID) to yield 9.375%. Concurrently with this offering, we entered into a new $1,435 million credit agreement (the "2010 Credit Agreement"), which included a $1,175 million senior secured term loan facility and a $260 million senior secured revolving credit facility. The net proceeds from the offering of the notes, along with borrowings under the 2010 Credit Agreement, were used to repay in full all amounts outstanding under our previous credit facilities.

In February 2011, we amended the 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") and extended the maturity date of the U.S. term loan portion of the credit facilities by one year. Under the Amended 2010 Credit Agreement, the extended U.S. term loan was scheduled to mature in December of 2017 and bore interest at a rate of LIBOR plus 300 bps, with a LIBOR floor of 100 bps.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013,we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

43


letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.4 million of fixed-rate debt (including OID), $58.0 million outstanding borrowings under our revolving credit facility, and cash on hand of $43.6 million. After letters of credit, which totaled $16.4 million at June 30, 2013, we had $180.6 million of available borrowings under the revolving credit facility under the 2013 Credit Agreement.
Our $405 million of senior unsecured notes require semi-annual interest payments in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.
In February 2011, we amended our 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") to provide a $1,175 million senior secured term loan facility with interest at a rate of LIBOR plus 300 bps along with a LIBOR floor of 100 bps. The amendment extended the maturity date of the term loan portion of the credit facilities to December 2018.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013, we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Our $500 million of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%.

Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the Amended 2010 Credit Agreement. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. The Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.6 million of fixed-rate debt (including OID), no outstanding borrowings under our revolving credit facility, and cash on hand of $183.5 million. After letters of credit, which totaled $16.4 million at September 29, 2013, we had $238.6 million of available borrowings under the revolving credit facility.
In order to maintainlock in fixed interest costs on a portion of our domestic term debt, in September 2010 we entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, we determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of $7.2 million recorded in AOCI through the date of de-designation are being amortized through December 2015.
In March 2011, we entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to earnings and

45


recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.
In May 2011, we entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.
As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, and accordingly, the May 2011 swaps are now over hedged. On March 4, 2013, we entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The September 2010 swaps, the March 2011 swaps, and the March 2013 swapsCombination Swaps were jointly designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.33%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million, which will be amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.
During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%. In October 2013, the Partnership entered into an additional forward-starting interest rate swap agreement ("October 2013 swaps") that will effectively convert $100 million of variable-rate debt to a 2.70% fixed rate beginning in December of 2015.
At June 30,September 29, 2013, the fair market value of the September 2010 swaps, the March 2011 swaps and the March 2013 swapsderivative portfolio was a liability of $20.131.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet. The May 2011 swaps had a fair market value of $6.7 million as of June 30, 2013 and was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

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The following table presents our September 20102013 forwards and the October 2013 swaps March 2011 swaps,which mature in December 2018, and the Combination Swaps and May 2011 swaps, and March 2013 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 2.27% 50,000
 2.54%
 75,000
 2.30% 30,000
 2.54%
 50,000
 2.29% 70,000
 2.54%
 150,000
 2.43% 50,000
 2.54%
 50,000
 2.29%    
 50,000
 2.43%    
 25,000
 2.30%    
Total $'s / Average Rate$600,000
 2.33% $200,000
 2.54%
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 3.00% $200,000
 2.27%
 100,000
 3.00% 150,000
 2.43%
 100,000
 3.00% 75,000
 2.30%
 100,000
 2.70% 70,000
 2.54%
     50,000
 2.54%
     50,000
 2.54%
     50,000
 2.43%
     50,000
 2.29%
     50,000
 2.29%
     30,000
 2.54%
     25,000
 2.30%
Total $'s / Average Rate$500,000
 2.94% $800,000
 2.38%


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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

45


give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

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As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

48


as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

4749


ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

4850


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 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

4951


INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

5052
s / Average Rate
$600,000
 2.33% $200,000
 2.54%$400,000
 3.00% $800,000
 2.38%
 

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $
 $(2,866) Interest Expense $
 $(3,221) Net effect of swaps $3,268
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(5,483) $438
 Interest Expense $
 $(2,990) Net effect of swaps $
 $
                 

14

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(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   6/30/13 7/1/12
Interest rate swaps (1)
 Net effect of swaps 992
 
    $992
 $
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   9/29/13 9/30/12
Interest rate swaps (1)
 Net effect of swaps 609
 
    $609
 $
       
(1)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

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During the quarter ended June 30,September 29, 2013, in addition to gains of $3.3 million and $1.00.6 million recognized in income on the ineffective portion of derivatives and on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a benefitcharge to earnings of $2.31.4 million recorded in “Net effect of swaps.”

For the three-month period ended July 1,September 30, 2012, $0.2 million of expenseincome representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of $0.2 million recorded in “Net effect of swaps.”


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the six-monthnine-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Six months ended Six months ended   Six months ended Six months ended   Six months ended Six months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $2,266
 $(2,746) Interest Expense $(2,797) $(6,014) Net effect of swaps $3,703
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Nine months ended Nine months ended   Nine months ended Nine months ended   Nine months ended Nine months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(3,217) $(2,308) Interest Expense $(2,797) $(9,004) Net effect of swaps $3,703
 $
                 
(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Six months ended Six months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps (479) 
    $(479) $1,279
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Nine months ended Nine months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps 130
 
    $130
 $1,279
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
During the six-monthnine-month period ended June 30,September 29, 2013, in addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.34.3 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter.period. The effect of these amounts resulted in a charge to earnings of $6.98.3 million recorded in “Net effect of swaps.”

For the six-monthnine-month period ended July 1,September 30, 2012, in addition to the $1.3 million gain recognized in income on the ineffective portion of derivatives noted in the tables above, $0.40.2 million of expense representing the amortization of amounts in AOCI for the swaps and $0.2 million of foreign currency gain in the quarterperiod related to the U.S. dollar denominated Canadian term loan were

15

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recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of $1.11.3 million recorded in “Net effect of swaps.”









15

Table of Contents

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
(In thousands): 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $5,152
 $(18,396) Interest Expense $(8,810) $(9,037) Net effect of swaps $3,703
 $20,193
                 
(In thousands) 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(769) $(873) Interest Expense $(5,820) $(12,027) Net effect of swaps $3,703
 $4,797
                 

(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps 
 9,139
Foreign currency swaps Net effect of swaps 
 (3,081)
Interest rate swaps (2)
 Net effect of swaps $(479) $
    $(479) $6,058
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps 
 (4,483)
Foreign currency swaps Net effect of swaps 
 10,129
Interest rate swaps (2)
 Net effect of swaps $130
 $
    $130
 $5,646
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
In addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain recognized in income on the ineffective portion of derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.04.1 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended June 30,September 29, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of $6.68.1 million recorded in “Net effect of swaps.”
For the twelve monthtwelve-month period ending July 1,September 30, 2012, in addition to the $20.24.8 million gain recognized in income on the ineffective portion of derivatives designated as derivatives and $6.15.6 million of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above, $11.30.1 million of expenseincome representing the amortization of amounts in AOCI for the swaps and a $0.30.4 million foreign currency lossgain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended July 1,September 30, 2012 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $14.710.9 million recorded in “Net effect of swaps.”
The amounts reclassified from AOCI into income for the periods noted above are primarily the result of the Partnership’s initial three-year requirement to swap at least 75% of its aggregate term debt to fixed rates under the terms of the Amended 2010 Credit Agreement.
 

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


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Table of Contents

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 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 on a recurring basis:
  Total Level 1 Level 2 Level 3
June 30, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(20,122) $
 $(20,122) $
Interest rate swap agreements (2)
 (6,650) 
 (6,650) 
Net derivative liability $(26,772) $
 $(26,772) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
July 1, 2012        
Interest rate swap agreements (1)
 $(35,146) $
 $(35,146) $
Net derivative liability $(35,146) $
 $(35,146) $
  Total Level 1 Level 2 Level 3
September 29, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(5,483) $
 $(5,483) $
Interest rate swap agreements (2)
 (26,163) 
 (26,163) 
Net derivative liability $(31,646) $
 $(31,646) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
September 30, 2012        
Interest rate swap agreements (1)
 $(34,708) $
 $(34,708) $
Net derivative liability $(34,708) $
 $(34,708) $
(1)Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet
(2)Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.70.9 million as of June 30,September 29, 2013.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.
There were no assets measured at fair value on a non-recurring basis at June 30,September 29, 2013 or July 1,September 30, 2012, except for as described below.
At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million during the quarter.
The fair value of term debt at June 30,September 29, 2013 was approximately $630.0627.6 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at June 30,September 29, 2013 was approximately $913.2922.0 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.


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Table of Contents

(8) Earnings per Unit:
Net income (loss) per limited partner unit is calculated based on the following unit amounts:
  Three months ended Six months endedTwelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/20126/30/2013 7/1/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,484
 55,481
 55,464
 55,433
55,446
 55,389
Effect of dilutive units:           
Unit options and restricted unit awards 152
 2
 
 
84
 3
Phantom units 186
 335
 
 
261
 452
Diluted weighted average units outstanding 55,822
 55,818
 55,464
 55,433
55,791
 55,844
Net income (loss) per unit - basic $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.11
Net income (loss) per unit - diluted $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.10
            
  Three months ended Nine months endedTwelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/20129/29/2013 9/30/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,485
 55,611
 55,472
 55,473
55,460
 55,440
Effect of dilutive units:           
Unit options and restricted unit awards 189
 45
 146
 42
120
 31
Phantom units 189
 336
 185
 333
224
 416
Diluted weighted average units outstanding 55,863
 55,992
 55,803
 55,848
55,804
 55,887
Net income per unit - basic $3.43
 $2.54
 $2.32
 $2.02
$2.13
 $1.91
Net income per unit - diluted $3.41
 $2.52
 $2.31
 $2.01
$2.12
 $1.89
            
The effect of unit options on the three, sixnine and twelve months ended June 30,September 29, 2013, had they not been out of the money or antidilutive, would have been zero, 8,9007,000, and 8,5004,000 units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the three, sixnine and twelve months ended July 1,September 30, 2012, had they not been out of the money or antidilutive, would have been 66,000, 31,00034,000 and 41,50036,000 units, respectively.
 
(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the secondthird quarter of 2013 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

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

(11) Restatement:

We haveThe Partnership has made the following correction relating to ourits use of the composite depreciation method.

This correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and twelve monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from ourthe Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with respondinga response to an SEC comment letter. WeThe Partnership ultimately concluded that such disposition was unusual and that an $8.8 million charge should be reflected in the 2011 financial statements.







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The tables below reflect the impact on the financial statements of the correction as described above.

Balance Sheet 
(In thousands)7/1/2012
Accumulated depreciation 
As filed$(1,111,530)
Correction(8,369)
As restated$(1,119,899)
Total assets 
As filed$2,141,898
Correction(8,369)
As restated$2,133,529
Deferred Tax Liability 
As filed$137,288
Correction(3,180)
As restated$134,108
Limited Partners' Equity 
As filed$93,946
Correction(5,189)
As restated$88,757
Balance Sheet 
(In thousands)9/30/2012
Accumulated depreciation 
As filed$(1,175,744)
Correction(7,845)
As restated$(1,183,589)
Total assets 
As filed$2,089,837
Correction(7,845)
As restated$2,081,992
Deferred Tax Liability 
As filed$143,094
Correction(2,981)
As restated$140,113
Limited Partners' Equity 
As filed$212,797
Correction(4,864)
As restated$207,933








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Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Six months ended Twelve months ended
  7/1/2012 7/1/2012 7/1/2012
Depreciation and amortization      
As filed $48,330
 $52,409
 $130,837
Correction (421) (421) (421)
As restated $47,909
 $51,988
 $130,416
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $(862) $(770) $1,599
Correction 
 
 8,790
As restated $(862) $(770) $10,389
Income (loss) before tax      
As filed $47,543
 $(39,411) $139,267
Correction 421
 421
 (8,369)
As restated $47,964
 $(38,990) $130,898
Provision (benefit) for taxes     
As filed $11,221
 $(10,318) $16,970
Correction 160
 160
 (3,180)
As restated $11,381
 $(10,158) $13,790
Net income (loss)     
As filed $36,322
 $(29,093) $122,297
Correction 261
 261
 (5,189)
As restated $36,583
 $(28,832) $117,108
       
Basic earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.21
Correction 0.01
 
 (0.10)
As restated $0.66
 $(0.52) $2.11
       
Diluted earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.19
Correction 0.01
 
 (0.09)
As restated $0.66
 $(0.52) $2.10
Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Nine months ended Twelve months ended
  9/30/2012 9/30/2012 9/30/2012
Depreciation and amortization      
As filed $60,747
 $113,156
 $128,136
Correction (524) (945) (945)
As restated $60,223
 $112,211
 $127,191
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $25,000
 $24,230
 $25,719
Correction 
 
 8,790
As restated $25,000
 $24,230
 $34,509
Income (loss) before tax      
As filed $192,401
 $152,990
 $141,606
Correction 524
 945
 (7,845)
As restated $192,925
 $153,935
 $133,761
Provision (benefit) for taxes     
As filed $51,713
 $41,395
 $30,839
Correction 199
 359
 (2,981)
As restated $51,912
 $41,754
 $27,858
Net income (loss)     
As filed $140,688
 $111,595
 $110,767
Correction 325
 586
 (4,864)
As restated $141,013
 $112,181
 $105,903
       
Basic earnings per limited partner unit:     
As filed $2.53
 $2.01
 $2.00
Correction 0.01
 0.01
 (0.09)
As restated $2.54
 $2.02
 $1.91
       
Diluted earnings per limited partner unit:     
As filed $2.51
 $2.00
 $1.98
Correction 0.01
 0.01
 (0.09)
As restated $2.52
 $2.01
 $1.89




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

The following tables reflect the changes in Accumulated other comprehensive income (loss)Other Comprehensive Income (Loss) related to limited partners' equity for the periodthree-, nine-, and twelve-month periods ended June 30,September 29, 2013:

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)       
   Gains and    
   Losses on Foreign  
   Cash Flow Currency  
   Hedges Items Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
 Other comprehensive      
 income before      
 reclassifications 1,940
 1,893
 3,833
        
 Amounts reclassified      
 from accumulated      
 other comprehensive      
 
income (2)
 8,624
 
 8,624
        
Net current-period other      
comprehensive income 10,564
 1,893
 12,457
        
June 30, 2013 $(15,185) $(858) $(16,043)
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at June 30, 2013 $(15,185) $(858) $(16,043)
        
Other comprehensive income before reclassifications (4,440) (699) (5,139)
        
Amounts reclassified from accumulated other comprehensive income (2)
 1,679
 
 1,679
        
Net current-period other comprehensive income (2,761) (699) (3,460)
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)       
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges      
 Interest rate contracts $10,160
  Net effect of swaps
   $10,160
  Total before tax
   (1,536)  Provision (benefit) for taxes
   $8,624
  Net of tax
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
Other comprehensive income before reclassifications (2,500) 1,194
 (1,306)
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,303
 
 10,303
        
Net current-period other comprehensive income 7,803
 1,194
 8,997
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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


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Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at September 30, 2012 $(27,686) $(4,371) $(32,057)
        
Other comprehensive income before reclassifications (416) 2,814
 2,398
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,156
 
 10,156
        
Net current-period other comprehensive income 9,740
 2,814
 12,554
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)          
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges 3 months ended 9/29/13 9 months ended 9/29/13 12 months ended 9/29/13   
 Interest rate contracts $1,986
 $12,146
 $11,972
 Net effect of swaps
   $1,986
 $12,146
 $11,972
 Total before tax
   (307) (1,843) (1,816) Provision (benefit) for taxes
   $1,679
 $10,303
 $10,156
 Net of tax

(1) Amounts in parentheses indicate debits.

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(13) Consolidating Financial Information of Guarantors and Issuers:

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

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of June 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 and for the three, sixnine and twelve month periods ended June 30,September 29, 2013 and July 1,September 30, 2012. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, we havethe Partnership has included the accompanying condensed consolidating financial statements.

Since Cedar Fair, L.P., Cedar Canada and Magnum are co-issuers of the notes and co-borrowers under the 2013 Credit Agreement, all outstanding debt has been equally reflected within each co-issuer's June 30,September 29, 2013, December 31, 2012 and July 1,September 30, 2012 balance sheets in the accompanying condensed consolidating financial statements.

The consolidating financial information has been corrected for the information described in Note 11.
  

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CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $
 $
 $21,745
 $27,904
 $(6,021) $43,628
Receivables 2,960
 89,760
 86,590
 517,925
 (630,036) 67,199
Inventories 
 4,639
 4,182
 36,631
 
 45,452
Current deferred tax asset 
 23,822
 816
 3,664
 
 28,302
Prepaid advertising 
 9,181
 1,579
 5,854
 
 16,614
Other current assets 620
 2,259
 487
 13,908
 
 17,274
  3,580
 129,661
 115,399
 605,886
 (636,057) 218,469
Property and Equipment (net) 463,783
 994
 250,249
 835,875
 
 1,550,901
Investment in Park 447,080
 735,017
 129,942
 38,992
 (1,351,031) 
Goodwill 9,061
 
 119,201
 111,218
 
 239,480
Other Intangibles, net 
 
 16,880
 22,839
 
 39,719
Deferred Tax Asset 
 34,028
 
 90
 (34,118) 
Intercompany Receivable 874,125
 1,123,159
 1,165,828
 
 (3,163,112) 
Other Assets 13,605
 9,382
 7,112
 2,227
 
 32,326
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 155,522
 208,924
 7,971
 285,379
 (623,457) 34,339
Deferred revenue 
 
 18,719
 113,646
 
 132,365
Accrued interest 5,189
 3,563
 15,192
 
 
 23,944
Accrued taxes 6,534
 458
 181
 2,848
 
 10,021
Accrued salaries, wages and benefits 1
 18,642
 2,153
 9,100
 
 29,896
Self-insurance reserves 
 5,535
 1,727
 17,330
 
 24,592
Other accrued liabilities 860
 4,421
 715
 2,793
 
 8,789
  174,406
 247,843
 52,958
 431,096
 (636,057) 270,246
Deferred Tax Liability 
 
 61,544
 126,866
 (34,118) 154,292
Derivative Liability 16,039
 10,733
 
 
 
 26,772
Other Liabilities 
 5,296
 
 3,500
 
 8,796
Long-Term Debt:            
Revolving credit loans 58,000
 58,000
 58,000
 
 (116,000) 58,000
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,431
 901,431
 901,431
 
 (1,802,862) 901,431
  1,581,556
 1,581,556
 1,581,556
 
 (3,163,112) 1,581,556
             
Equity 39,233
 186,813
 108,553
 1,055,665
 (1,351,031) 39,233
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895


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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
Receivables 12
 124,478
 70,303
 589,797
 (742,056) 42,534
Inventories 
 1,578
 2,090
 25,648
 
 29,316
Current deferred tax asset 
 3,708
 816
 3,661
 
 8,185
Income tax refundable 
 
 662
 
 
 662
Other current assets 995
 3,558
 613
 3,798
 
 8,964
  134,007
 135,615
 110,671
 634,906
 (742,056) 273,143
Property and Equipment (net) 450,205
 985
 248,484
 815,000
 
 1,514,674
Investment in Park 548,241
 824,356
 143,548
 81,719
 (1,597,864) 
Goodwill 9,061
 
 121,657
 111,218
 
 241,936
Other Intangibles, net 
 
 17,228
 22,797
 
 40,025
Deferred Tax Asset 
 30,316
 
 90
 (30,406) 
Intercompany Receivable 877,010
 1,069,069
 1,113,983
 
 (3,060,062) 
Other Assets 13,196
 9,031
 6,902
 2,140
 
 31,269
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 281,983
 159,781
 7,802
 314,367
 (742,056) 21,877
Deferred revenue 
 
 1,951
 35,676
 
 37,627
Accrued interest 2,677
 1,593
 5,983
 
 
 10,253
Accrued taxes 5,413
 29,386
 
 4,594
 
 39,393
Accrued salaries, wages and benefits 1
 27,622
 2,154
 9,844
 
 39,621
Self-insurance reserves 
 5,545
 1,896
 16,647
 
 24,088
Other accrued liabilities 991
 4,077
 694
 1,856
 
 7,618
  297,365
 234,304
 26,780
 382,984
 (754,656) 186,777
Deferred Tax Liability 
 
 61,143
 126,866
 (30,406) 157,603
Derivative Liability 18,407
 13,239
 
 
 
 31,646
Other Liabilities 
 5,573
 
 3,500
 
 9,073
Long-Term Debt:            
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,606
 901,606
 901,606
 
 (1,803,212) 901,606
  1,523,731
 1,523,731
 1,523,731
 
 (3,047,462) 1,523,731
             
Equity 192,217
 292,525
 150,819
 1,154,520
 (1,597,864) 192,217
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047


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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2012
(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 $25,000
 $444
 $50,173
 $3,213
 $
 $78,830
Receivables 4
 101,093
 71,099
 498,555
 (652,559) 18,192
Inventories 
 1,724
 2,352
 23,764
 
 27,840
Current deferred tax asset 
 3,705
 816
 3,663
 
 8,184
Other current assets 563
 17,858
 530
 5,490
 (16,381) 8,060
  25,567
 124,824
 124,970
 534,685
 (668,940) 141,106
Property and Equipment (net) 439,506
 1,013
 268,157
 835,596
 
 1,544,272
Investment in Park 485,136
 772,183
 115,401
 53,790
 (1,426,510) 
Goodwill 9,061
 
 125,942
 111,218
 
 246,221
Other Intangibles, net 
 
 17,835
 22,817
 
 40,652
Deferred Tax Asset 
 36,443
 
 90
 (36,533) 
Intercompany Receivable 877,612
 1,070,125
 1,116,623
 
 (3,064,360) 
Other Assets 22,048
 14,832
 8,419
 2,315
 
 47,614
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $147,264
 $213,279
 $16,101
 $286,649
 $(652,559) $10,734
Deferred revenue 
 
 4,996
 34,489
 
 39,485
Accrued interest 98
 64
 15,350
 
 
 15,512
Accrued taxes 4,518
 
 6,239
 23,437
 (16,381) 17,813
Accrued salaries, wages and benefits 
 17,932
 1,214
 5,690
 
 24,836
Self-insurance reserves 
 5,528
 1,754
 16,624
 
 23,906
Other accrued liabilities 1,110
 2,502
 140
 2,164
 
 5,916
  152,990
 239,305
 45,794
 369,053
 (668,940) 138,202
Deferred Tax Liability 
 
 63,460
 126,865
 (36,533) 153,792
Derivative Liability 19,309
 12,951
 
 
 
 32,260
Other Liabilities 
 5,480
 
 3,500
 
 8,980
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 401,080
 401,080
 401,080
 
 (802,160) 401,080
  1,532,180
 1,532,180
 1,532,180
 
 (3,064,360) 1,532,180
             
Equity 154,451
 229,504
 135,913
 1,061,093
 (1,426,510) 154,451
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865

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CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
July 1, 2012 (As restated)
(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 $
 $
 $13,974
 $27,476
 $(5,521) $35,929
Receivables 
 71,210
 64,931
 436,324
 (529,512) 42,953
Inventories 
 4,861
 4,663
 41,712
 
 51,236
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Prepaid advertising 
 10,181
 596
 5,473
 
 16,250
Income tax refundable 
 
 10,083
 
 
 10,083
Other current assets 800
 2,971
 908
 4,660
 
 9,339
  800
 95,462
 95,927
 518,979
 (535,033) 176,135
Property and Equipment (net) 465,146
 1,025
 272,511
 882,682
 
 1,621,364
Investment in Park 471,253
 701,181
 114,053
 21,834
 (1,308,321) 
Intercompany Note Receivable 
 86,362
 
 
 (86,362) 
Goodwill 9,061
 
 122,960
 111,218
 
 243,239
Other Intangibles, net 
 
 17,412
 22,837
 
 40,249
Deferred Tax Asset 
 43,471
 
 
 (43,471) 
Intercompany Receivable 880,971
 1,186,016
 1,236,507
 
 (3,303,494) 
Other Assets 24,678
 16,454
 9,010
 2,400
 
 52,542
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $108,234
 $233,508
 $14,320
 $217,263
 $(535,033) $38,292
Deferred revenue 
 
 19,946
 88,521
 
 108,467
Accrued interest 481
 195
 15,353
 
 
 16,029
Accrued taxes 7,083
 571
 59
 3,027
 
 10,740
Accrued salaries, wages and benefits 1
 26,108
 2,410
 9,190
 
 37,709
Self-insurance reserves 
 4,280
 1,771
 17,147
 
 23,198
Other accrued liabilities 953
 4,489
 935
 2,275
 
 8,652
  116,752
 269,151
 54,794
 337,423
 (535,033) 243,087
Deferred Tax Liability 
 
 58,162
 119,417
 (43,471) 134,108
Derivative Liability 21,090
 14,056
 
 
 
 35,146
Other Liabilities 
 3,621
 
 3,500
 
 7,121
Intercompany Note Payable 
 
 
 86,362
 (86,362) 
Long-Term Debt:            
Revolving credit loans 111,000
 111,000
 111,000
 
 (222,000) 111,000
Term debt 1,140,100
 1,140,100
 1,140,100
 
 (2,280,200) 1,140,100
Notes 400,647
 400,647
 400,647
 
 (801,294) 400,647
  1,651,747
 1,651,747
 1,651,747
 
 (3,303,494) 1,651,747
             
Equity 62,320
 191,396
 103,677
 1,013,248
 (1,308,321) 62,320
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529


25

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)BALANCE SHEET
For the Three Months Ended September 30, 2012June 30, 2013
(As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,925
 $85,358
 $34,954
 $326,473
 $(129,090) $361,620
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 28,059
 
 31,053
Operating expenses 1,408
 52,246
 15,586
 201,134
 (129,090) 141,284
Selling, general and administrative 1,222
 26,888
 3,868
 13,789
 
 45,767
Depreciation and amortization 12,891
 9
 6,818
 26,314
 
 46,032
Loss on impairment / retirement of fixed assets, net 
 
 
 29
 
 29
  15,521
 79,143
 29,266
 269,325
 (129,090) 264,165
Operating income 28,404
 6,215
 5,688
 57,148
 
 97,455
Interest expense (income), net 10,210
 7,246
 9,843
 (1,507) 
 25,792
Net effect of swaps (1,378) (895) 
 
 
 (2,273)
Unrealized / realized foreign currency loss 
 
 14,886
 
 
 14,886
Other (income) expense 187
 (2,128) 583
 1,358
 
 
(Income) loss from investment in affiliates (30,875) (15,540) (8,232) 4,649
 49,998
 
Net income (loss) before taxes 50,260
 17,532
 (11,392) 52,648
 (49,998) 59,050
Provision (benefit) for taxes 2,870
 684
 (6,732) 14,838
 
 11,660
Net income (loss) $47,390
 $16,848
 $(4,660) $37,810
 $(49,998) $47,390
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,592
 
 1,592
 
 (1,592) 1,592
Unrealized income on cash flow hedging derivatives 1,679
 503
 
 
 (503) 1,679
Other comprehensive income, (net of tax) 3,271
 503
 1,592
 
 (2,095) 3,271
Total Comprehensive (Income) loss $50,661
 $17,351
 $(3,068) $37,810
 $(52,093) $50,661

  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 $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
Receivables 3
 108,211
 64,153
 478,372
 (621,382) 29,357
Inventories 
 1,584
 2,742
 29,267
 
 33,593
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Income tax refundable 
 
 10,454
 
 
 10,454
Other current assets 929
 2,065
 674
 3,775
 
 7,443
  43,932
 120,362
 119,073
 525,309
 (621,382) 187,294
Property and Equipment (net) 425,747
 1,025
 272,951
 856,276
 
 1,555,999
Investment in Park 572,748
 786,753
 115,271
 60,141
 (1,534,913) 
Goodwill 9,061
 
 127,384
 111,218
 
 247,663
Other Intangibles, net 
 
 18,039
 22,826
 
 40,865
Deferred Tax Asset 
 39,320
 
 
 (39,320) 
Intercompany Receivable 877,208
 1,069,721
 1,116,623
 
 (3,063,552) 
Other Assets 23,361
 15,580
 8,925
 2,305
 
 50,171
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $210,936
 $116,160
 $29,248
 $287,634
 $(621,382) $22,596
Deferred revenue 
 
 4,544
 30,138
 
 34,682
Accrued interest 735
 195
 6,082
 
 
 7,012
Accrued taxes 5,818
 42,090
 
 4,496
 
 52,404
Accrued salaries, wages and benefits 
 24,864
 2,365
 8,990
 
 36,219
Self-insurance reserves 
 4,751
 1,698
 16,643
 
 23,092
Other accrued liabilities 824
 4,097
 2,417
 3,505
 
 10,843
  218,313
 192,157
 46,354
 351,406
 (621,382) 186,848
Deferred Tax Liability 
 
 59,462
 119,971
 (39,320) 140,113
Derivative Liability 20,801
 13,907
 
 
 
 34,708
Other Liabilities 
 3,880
 
 3,500
 
 7,380
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 400,676
 400,676
 400,676
 
 (801,352) 400,676
  1,531,776
 1,531,776
 1,531,776
 
 (3,063,552) 1,531,776
             
Equity 181,167
 291,041
 140,674
 1,103,198
 (1,534,913) 181,167
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992


26

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $83,285
 $161,866
 $82,265
 $509,467
 $(244,807) $592,076
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,082
 39,761
 
 45,843
Operating expenses 1,669
 76,468
 19,042
 318,022
 (244,807) 170,394
Selling, general and administrative 1,796
 38,083
 4,781
 14,067
 
 58,727
Depreciation and amortization 18,306
 10
 8,979
 30,200
 
 57,495
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 368
 
 1
 1,268
 
 1,637
  22,139
 114,561
 38,885
 394,575
 (244,807) 325,353
Operating income 61,146
 47,305
 43,380
 114,892
 
 266,723
Interest expense (income), net 10,858
 6,901
 9,731
 (1,978) 
 25,512
Net effect of swaps 810
 567
 
 
 
 1,377
Unrealized / realized foreign currency gain 
 
 (8,615) 
 
 (8,615)
Other (income) expense 188
 (2,129) 584
 1,357
 
 
Income from investment in affiliates (146,054) (78,714) (13,606) (40,904) 279,278
 
Net income before taxes 195,344
 120,680
 55,286
 156,417
 (279,278) 248,449
Provision for taxes 4,920
 14,537
 14,390
 24,178
 
 58,025
Net income $190,424
 $106,143
 $40,896
 $132,239
 $(279,278) $190,424
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (699) 
 (699) 
 699
 (699)
Unrealized income (loss) on cash flow hedging derivatives (2,761) (1,202) 
 
 1,202
 (2,761)
Other comprehensive income (loss), (net of tax) (3,460) (1,202) (699) 
 1,901
 (3,460)
Total Comprehensive Income $186,964
 $104,941
 $40,197
 $132,239
 $(277,377) $186,964



27

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,745
 $77,510
 $41,841
 $315,637
 $(121,127) $357,606
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 28,945
 
 32,486
Operating expenses 1,438
 52,584
 15,935
 197,406
 (121,127) 146,236
Selling, general and administrative 1,656
 24,525
 4,295
 14,035
 
 44,511
Depreciation and amortization 13,531
 9
 6,985
 27,384
 
 47,909
Loss (gain) on impairment / retirement of fixed assets, net (861) 
 (1) 
 
 (862)
  15,764
 77,118
 30,755
 267,770
 (121,127) 270,280
Operating income 27,981
 392
 11,086
 47,867
 
 87,326
Interest expense, net 13,067
 8,084
 10,598
 (1,515) 
 30,234
Net effect of swaps (104) (69) 
 
 
 (173)
Unrealized / realized foreign currency gain 
 
 9,301
 
 
 9,301
Other (income) expense 188
 (2,041) 512
 1,341
 
 
Income from investment in affiliates (24,476) (16,973) (6,955) (260) 48,664
 
Income (loss) before taxes 39,306
 11,391
 (2,370) 48,301
 (48,664) 47,964
Provision (benefit) for taxes 2,723
 (1,876) (1,322) 11,856
 
 11,381
Net income (loss) $36,583
 $13,267
 $(1,048) $36,445
 $(48,664) $36,583
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 481
 
 481
 
 (481) 481
Unrealized income on cash flow hedging derivatives (2,370) (775) 
 
 775
 (2,370)
Other comprehensive income (loss), (net of tax) (1,889) (775) 481
 
 294
 (1,889)
Total Comprehensive Income (Loss) $34,694
 $12,492
 $(567) $36,445
 $(48,370) $34,694
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $79,663
 $141,134
 $88,334
 $464,902
 $(220,588) $553,445
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,447
 40,906
 
 47,353
Operating expenses 1,368
 74,191
 18,736
 289,604
 (220,588) 163,311
Selling, general and administrative 1,853
 32,627
 4,822
 13,691
 
 52,993
Depreciation and amortization 19,209
 10
 9,430
 31,574
 
 60,223
Loss on impairment / retirement of fixed assets, net 25,000
 
 
 
 
 25,000
  47,430
 106,828
 39,435
 375,775
 (220,588) 348,880
Operating income 32,233
 34,306
 48,899
 89,127
 
 204,565
Interest expense, net 12,213
 7,258
 9,897
 (2,518) 
 26,850
Net effect of swaps (104) (71) 
 
 
 (175)
Unrealized / realized foreign currency gain 
 
 (15,035) 
 
 (15,035)
Other (income) expense 186
 (2,043) 512
 1,345
 
 
Income from investment in affiliates (125,636) (79,925) (11,355) (45,354) 262,270
 
Income before taxes 145,574
 109,087
 64,880
 135,654
 (262,270) 192,925
Provision for taxes 4,561
 9,777
 17,181
 20,393
 
 51,912
Net income $141,013
 $99,310
 $47,699
 $115,261
 $(262,270) $141,013
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (563) 
 (563) 
 563
 (563)
Unrealized income (loss) on cash flow hedging derivatives (234) 48
 
 
 (48) (234)
Other comprehensive income (loss), (net of tax) (797) 48
 (563) 
 515
 (797)
Total Comprehensive Income $140,216
 $99,358
 $47,136
 $115,261
 $(261,755) $140,216

























27

Table of Contents

CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $48,243
 $93,729
 $35,243
 $367,983
 $(141,779) $403,419
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 33,096
 
 36,090
Operating expenses 2,831
 73,852
 21,527
 261,510
 (141,779) 217,941
Selling, general and administrative 2,514
 43,501
 4,579
 16,212
 
 66,806
Depreciation and amortization 13,366
 18
 6,818
 30,616
 
 50,818
Loss on impairment / retirement of fixed assets, net 36
 
 478
 115
 
 629
  18,747
 117,371
 36,396
 341,549
 (141,779) 372,284
Operating income (loss) 29,496
 (23,642) (1,153) 26,434
 
 31,135
Interest expense (income), net 20,722
 14,923
 19,607
 (3,737) 
 51,515
Net effect of swaps 4,257
 2,681
 
 
 
 6,938
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 23,844
 
 
 23,844
Other (income) expense 375
 (4,516) 1,383
 2,758
 
 
(Income) loss from investment in affiliates 41,221
 20,100
 (4,712) 25,876
 (82,485) 
Income (loss) before taxes (58,254) (69,611) (41,892) 1,537
 82,485
 (85,735)
Provision (benefit) for taxes 3,482
 (16,981) (15,986) 5,486
 
 (23,999)
Net income (loss) (61,736) (52,630) (25,906) (3,949) 82,485
 (61,736)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,893
 
 1,893
 
 (1,893) 1,893
Unrealized income (loss) on cash flow hedging derivatives 10,564
 3,038
 
 
 (3,038) 10,564
Other comprehensive income (loss), (net of tax) 12,457
 3,038
 1,893
 
 (4,931) 12,457
Total Comprehensive Income (Loss) $(49,279) $(49,592) $(24,013) $(3,949) $77,554
 $(49,279)



28

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the SixNine Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,528
 $255,595
 $117,508
 $877,450
 $(386,586) $995,495
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,076
 72,857
 
 81,933
Operating expenses 4,500
 150,320
 40,569
 579,532
 (386,586) 388,335
Selling, general and administrative 4,310
 81,584
 9,360
 30,279
 
 125,533
Depreciation and amortization 31,672
 28
 15,797
 60,816
 
 108,313
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 404
 
 479
 1,383
 
 2,266
  40,886
 231,932
 75,281
 736,124
 (386,586) 697,637
Operating income 90,642
 23,663
 42,227
 141,326
 
 297,858
Interest expense (income), net 31,580
 21,824
 29,338
 (5,715) 
 77,027
Net effect of swaps 5,067
 3,248
 
 
 
 8,315
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 15,229
 
 
 15,229
Other (income) expense 563
 (6,645) 1,967
 4,115
 
 
Income from investment in affiliates (104,833) (58,614) (18,318) (15,029) 196,794
 
Income before taxes 137,090
 51,069
 13,394
 157,955
 (196,794) 162,714
Provision (benefit) for taxes 8,402
 (2,444) (1,596) 29,664
 
 34,026
Net income $128,688
 $53,513
 $14,990
 $128,291
 $(196,794) $128,688
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,194
 
 1,194
 
 (1,194) 1,194
Unrealized income on cash flow hedging derivatives 7,803
 1,836
 
 
 (1,836) 7,803
Other comprehensive income, (net of tax) 8,997
 1,836
 1,194
 
 (3,030) 8,997
Total Comprehensive Income $137,685
 $55,349
 $16,184
 $128,291
 $(199,824) $137,685



29

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $45,201
 $80,087
 $42,107
 $343,569
 $(125,160) $385,804
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 33,032
 
 36,573
Operating expenses 2,773
 73,020
 21,592
 245,296
 (125,160) 217,521
Selling, general and administrative 2,988
 38,221
 5,055
 16,231
 
 62,495
Depreciation and amortization 14,227
 18
 6,985
 30,758
 
 51,988
Loss (gain) on impairment / retirement of fixed assets, net (779) 
 9
 
 
 (770)
  19,209
 111,259
 37,182
 325,317
 (125,160) 367,807
Operating income (loss) 25,992
 (31,172) 4,925
 18,252
 
 17,997
Interest expense, net 24,225
 14,699
 21,001
 (2,904) 
 57,021
Net effect of swaps 69
 263
 (1,475) 
 
 (1,143)
Unrealized / realized foreign currency loss 
 
 1,109
 
 
 1,109
Other (income) expense 375
 (5,076) 709
 3,992
 
 
(Income) loss from investment in affiliates 26,015
 6,477
 (3,541) 6,803
 (35,754) 
Income (loss) before taxes (24,692) (47,535) (12,878) 10,361
 35,754
 (38,990)
Provision (benefit) for taxes 4,140
 (13,548) (3,656) 2,906
 
 (10,158)
Net income (loss) $(28,832) $(33,987) $(9,222) $7,455
 $35,754
 $(28,832)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (688) 
 (688) 
 688
 (688)
Unrealized income on cash flow hedging derivatives (2,031) (677) 21
 
 656
 (2,031)
Other comprehensive income (loss), (net of tax) (2,719) (677) (667) 
 1,344
 (2,719)
Total Comprehensive Income (loss) $(31,551) $(34,664) $(9,889) $7,455
 $37,098
 $(31,551)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $124,864
 $221,221
 $130,441
 $808,471
 $(345,748) $939,249
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,988
 73,938
 
 83,926
Operating expenses 4,141
 147,211
 40,328
 534,900
 (345,748) 380,832
Selling, general and administrative 4,841
 70,848
 9,877
 29,922
 
 115,488
Depreciation and amortization 33,436
 28
 16,415
 62,332
 
 112,211
Loss on impairment / retirement of fixed assets, net 24,221
 
 9
 
 
 24,230
  66,639
 218,087
 76,617
 701,092
 (345,748) 716,687
Operating income 58,225
 3,134
 53,824
 107,379
 
 222,562
Interest expense, net 36,438
 21,957
 30,898
 (5,422) 
 83,871
Net effect of swaps (35) 192
 (1,475) 
 
 (1,318)
Unrealized / realized foreign currency gain 
 
 (13,926) 
 
 (13,926)
Other (income) expense 561
 (7,119) 1,221
 5,337
 
 
Income from investment in affiliates (99,621) (73,448) (14,896) (38,551) 226,516
 
Income before taxes 120,882
 61,552
 52,002
 146,015
 (226,516) 153,935
Provision (benefit) for taxes 8,701
 (3,771) 13,525
 23,299
 
 41,754
Net income $112,181
 $65,323
 $38,477
 $122,716
 $(226,516) $112,181
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (1,251) 
 (1,251) 
 1,251
 (1,251)
Unrealized income (loss) on cash flow hedging derivatives (1,798) (629) 21
 
 608
 (1,798)
Other comprehensive income (loss), (net of tax) (3,049) (629) (1,230) 
 1,859
 (3,049)
Total Comprehensive Income $109,132
 $64,694
 $37,247
 $122,716
 $(224,657) $109,132


























2930

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended June 30,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $148,757
 $271,778
 $133,554
 $952,082
 $(420,102) $1,086,069
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,769
 84,796
 
 94,565
Operating expenses 5,438
 177,188
 47,798
 641,501
 (420,102) 451,823
Selling, general and administrative 6,021
 91,895
 10,659
 34,047
 
 142,622
Depreciation and amortization 36,799
 40
 18,032
 70,265
 
 125,136
(Gain) on sale of other assets 
 
 
 (6,625) 
 (6,625)
Loss on impairment / retirement of fixed assets, net 25,950
 
 475
 5,310
 
 31,735
  74,208
 269,123
 86,733
 829,294
 (420,102) 839,256
Operating income 74,549
 2,655
 46,821
 122,788
 
 246,813
Interest (income) expense, net 45,022
 29,552
 39,476
 (9,005) 
 105,045
Net effect of swaps 4,050
 2,539
 
 
 
 6,589
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 13,737
 
 
 13,737
Other (income) expense 749
 (8,947) 2,694
 5,504
 
 
Income from investment in affiliates (74,816) (52,527) (15,768) (12,687) 155,798
 
Income before taxes 78,369
 19,257
 6,065
 138,976
 (155,798) 86,869
Provision (benefit) for taxes 9,417
 (13,289) (8,917) 30,706
 
 17,917
Net income $68,952
 $32,546
 $14,982
 $108,270
 $(155,798) $68,952
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,950
 
 2,950
 
 (2,950) 2,950
Unrealized income on cash flow hedging derivatives 12,735
 3,635
 
 
 (3,635) 12,735
Other comprehensive income, (net of tax) 15,685
 3,635
 2,950
 
 (6,585) 15,685
Total Comprehensive Income $84,637
 $36,181
 $17,932
 $108,270
 $(162,383) $84,637



30

Table of Contents

CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Twelve Months Ended July 1, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $150,783
 $267,882
 $138,595
 $963,915
 $(418,258) $1,102,917
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,743
 86,664
 
 97,407
Operating expenses 5,341
 175,593
 47,795
 647,795
 (418,258) 458,266
Selling, general and administrative 6,309
 88,725
 11,892
 37,847
 
 144,773
Depreciation and amortization 38,843
 42
 17,976
 73,555
 
 130,416
Loss (gain) on impairment / retirement of fixed assets, net 15
 
 (52) 10,426
 
 10,389
  50,508
 264,360
 88,354
 856,287
 (418,258) 841,251
Operating income 100,275
 3,522
 50,241
 107,628
 
 261,666
Interest expense, net 61,742
 24,419
 48,119
 (3,440) 
 130,840
Net effect of swaps (9,027) (121) (5,569) 
 
 (14,717)
Unrealized / realized foreign currency loss 
 
 14,863
 
 
 14,863
Other (income) expense 533
 (9,873) 1,602
 7,520
 
 (218)
(Income) loss from investment in affiliates (80,137) (28,421) (6,557) 6,067
 109,048
 
Income (loss) before taxes 127,164
 17,518
 (2,217) 97,481
 (109,048) 130,898
Provision (benefit) for taxes 10,056
 (26,630) 7,042
 23,322
 
 13,790
Net income (loss) $117,108
 $44,148
 $(9,259) $74,159
 $(109,048) $117,108
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 733
 
 733
 
 (733) 733
Unrealized income (loss) on cash flow hedging derivatives (3,854) (4,884) 21
 
 4,863
 (3,854)
Other comprehensive income (loss), (net of tax) (3,121) (4,884) 754
 
 4,130
 (3,121)
Total Comprehensive Income (Loss) $113,987
 $39,264
 $(8,505) $74,159
 $(104,918) $113,987

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $152,379
 $292,510
 $127,485
 $996,647
 $(444,321) $1,124,700
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,404
 83,651
 
 93,055
Operating expenses 5,739
 179,465
 48,104
 669,919
 (444,321) 458,906
Selling, general and administrative 5,964
 97,351
 10,618
 34,423
 
 148,356
Depreciation and amortization 35,896
 40
 17,581
 68,891
 
 122,408
(Gain) on sale of other assets 
 
 
 (15,368) 
 (15,368)
Loss on impairment / retirement of fixed assets, net 1,318
 
 476
 6,578
 
 8,372
  48,917
 276,856
 86,183
 848,094
 (444,321) 815,729
Operating income 103,462
 15,654
 41,302
 148,553
 
 308,971
Interest (income) expense, net 43,667
 29,195
 39,310
 (8,465) 
 103,707
Net effect of swaps 4,964
 3,177
 
 
 
 8,141
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 20,157
 
 
 20,157
Other (income) expense 751
 (9,033) 2,766
 5,516
 
 
Income from investment in affiliates (95,234) (51,316) (18,019) (8,239) 172,808
 
Income (loss) before taxes 128,139
 30,850
 (3,529) 159,741
 (172,808) 142,393
Provision (benefit) for taxes 9,776
 (8,530) (11,708) 34,492
 
 24,030
Net income $118,363
 $39,380
 $8,179
 $125,249
 $(172,808) $118,363
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,814
 
 2,814
 
 (2,814) 2,814
Unrealized income on cash flow hedging derivatives 9,740
 2,385
 
 
 (2,385) 9,740
Other comprehensive income, (net of tax) 12,554
 2,385
 2,814
 
 (5,199) 12,554
Total Comprehensive Income $130,917
 $41,765
 $10,993
 $125,249
 $(178,007) $130,917



31

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSOPERATIONS AND COMPREHENSIVE INCOME
For the SixTwelve Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $4,808
 $(30,371) $(4,856) $44,138
 $68,837
 $82,556
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 38,056
 37,167
 (18,274) 17,909
 (74,858) 
Capital expenditures (38,398) 
 (3,435) (37,356) 
 (79,189)
Net cash from (for) investing activities (342) 37,167
 (21,709) (19,447) (74,858) (79,189)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 58,000
 
 
 
 
 58,000
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,312) (8,014) (438) 
 
 (22,764)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (71,350) 1,711
 
 
 
 (69,639)
Exercise of limited partnership unit options 
 28
 
 
 
 28
Excess tax benefit from unit-based compensation expense 
 (130) 
 
 
 (130)
Net cash from (for) financing activities (29,466) (7,240) (474) 
 
 (37,180)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (1,389) 
 
 (1,389)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (25,000) (444) (28,428) 24,691
 (6,021) (35,202)
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $147,733
 $261,878
 $142,250
 $941,465
 $(409,232) $1,084,094
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,531
 85,471
 
 96,002
Operating expenses 5,452
 180,665
 47,134
 636,106
 (409,232) 460,125
Selling, general and administrative 6,865
 90,892
 11,650
 36,381
 
 145,788
Depreciation and amortization 37,698
 41
 18,300
 71,152
 
 127,191
Loss (gain) on impairment / retirement of fixed assets, net 24,188
 
 (62) 10,383
 
 34,509
  74,203
 271,598
 87,553
 839,493
 (409,232) 863,615
Operating income (loss) 73,530
 (9,720) 54,697
 101,972
 
 220,479
Interest expense, net 50,007
 28,592
 44,583
 (6,813) 
 116,369
Net effect of swaps (5,019) (1) (5,910) 
 
 (10,930)
Unrealized / realized foreign currency gain 
 
 (18,721) 
 
 (18,721)
Other (income) expense 749
 (10,205) 1,498
 7,958
 
 
Income from investment in affiliates (88,216) (50,693) (9,456) (21,713) 170,078
 
Income before taxes 116,009
 22,587
 42,703
 122,540
 (170,078) 133,761
Provision (benefit) for taxes 10,106
 (29,298) 20,942
 26,108
 
 27,858
Net income $105,903
 $51,885
 $21,761
 $96,432
 $(170,078) $105,903
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (2,672) 
 (2,672) 
 2,672
 (2,672)
Unrealized income (loss) on cash flow hedging derivatives (397) (109) 21
 
 88
 (397)
Other comprehensive income (loss), (net of tax) (3,069) (109) (2,651) 
 2,760
 (3,069)
Total Comprehensive Income $102,834
 $51,776
 $19,110
 $96,432
 $(167,318) $102,834




32

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the SixNine Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $(75,559) $47,309
 $(12,724) $44,638
 $60,941
 $64,605
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 41,361
 11,532
 (415) 13,984
 (66,462) 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (24,266) 
 (13,478) (27,136) 
 (64,880)
Net cash from (for) investing activities 18,268
 11,532
 (13,893) (13,152) (66,462) (63,707)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 111,000
 
 
 
 
 111,000
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (9,259) (6,536) (205) 
 
 (16,000)
Intercompany (payments) receipts 
 7,482
 
 (7,482) 
 
Distributions (paid) received (44,450) 92
 
 
 
 (44,358)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities 57,291
 (59,353) 9,345
 (7,482) 
 (199)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (294) 
 
 (294)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 
 (512) (17,566) 24,004
 (5,521) 405
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929
             
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $337,821
 $60,434
 $21,615
 $66,757
 $(169,672) $316,955
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (63,105) (52,172) (29,579) (24,816) 169,672
 
Sale of other assets 
 
 
 15,297
 
 15,297
Capital expenditures (43,568) 
 (5,517) (48,449) 
 (97,534)
Net cash from investing activities (106,673) (52,172) (35,096) (57,968) 169,672
 (82,237)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (107,013) 2,555
 
 
 
 (104,458)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Excess tax benefit from unit-based compensation expense 
 (148) 
 
 
 (148)
Net cash (for) financing activities (123,148) (6,413) (489) 
 
 (130,050)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (16) 
 
 (16)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 108,000
 1,849
 (13,986) 8,789
 
 104,652
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

33

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the TwelveNine Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $210,085
 $(47,009) $29,440
 $140,865
 $(30,675) $302,706
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 27,874
 (30,140) (15,735) (12,174) 30,175
 
Sale of other assets 
 
 
 14,885
 
 14,885
Capital expenditures (47,797) (8) (4,404) (56,786) 
 (108,995)
Net cash for investing activities (19,923) (30,148) (20,139) (54,075) 30,175
 (94,110)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans (53,000) 
 
 
 
 (53,000)
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Intercompany term debt (payments) receipts 
 86,362
 
 (86,362) 
 
Term debt payments, including early termination penalties (660,931) (466,114) (14,630) 
 
 (1,141,675)
Distributions (paid) received (115,839) 1,746
 
 
 
 (114,093)
Exercise of limited partnership unit options 
 57
 
 
 
 57
Payment of debt issuance costs (14,311) (8,014) (433) 
 
 (22,758)
Excess tax benefit from unit-based compensation expense 
 1,517
 
 
 
 1,517
Net cash from (for) financing activities (190,162) 77,157
 (585) (86,362) 
 (199,952)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (945) 
 
 (945)
CASH AND CASH EQUIVALENTS            
Net increase for the period 
 
 7,771
 428
 (500) 7,699
Balance, beginning of period 
 
 13,974
 27,476
 (5,521) 35,929
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $209,022
 $49,092
 $9,484
 $156,240
 $(147,094) $276,744
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (56,757) (70,669) 3,557
 (23,225) 147,094
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (29,295) (8) (14,426) (32,081) 
 (75,810)
Net cash (for) investing activities (84,879) (70,677) (10,869) (55,306) 147,094
 (74,637)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (14,468) (10,212) (320) 
 
 (25,000)
Intercompany (payments) receipts 
 93,845
 
 (93,845) 
 
Distributions (paid) received (66,675) 110
 
 
 
 (66,565)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (81,143) 23,336
 9,230
 (93,845) 
 (142,422)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 893
 
 
 893
CASH AND CASH EQUIVALENTS            
Net increase for the period 43,000
 1,751
 8,738
 7,089
 
 60,578
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
             
             

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $146,874
 $(73,709) $24,332
 $223,401
 $(63,983) $256,915
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (31,801) (37,181) (579) 11,099
 58,462
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (36,852) 
 (25,832) (40,701) 
 (103,385)
Net cash from (for) investing activities (67,480) (37,181) (26,411) (29,602) 58,462
 (102,212)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings (payments) on revolving credit loans 26,000
 
 
 
 
 26,000
Intercompany term debt (payments) receipts 
 183,138
 
 (183,138) 
 
Term debt payments, including early termination penalties (21,383) (15,094) (473) 
 
 (36,950)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (90,011) 269
 
 
 
 (89,742)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities (85,394) 107,928
 8,354
 (183,138) 
 (152,250)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (2,203) 
 
 (2,203)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (2,962) 4,072
 10,661
 (5,521) 250
Balance, beginning of period 6,000
 2,962
 9,902
 16,815
 
 35,679
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $258,843
 $42,367
 $32,927
 $52,457
 $(61,746) $324,848
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 24,507
 (37,602) (30,743) (17,908) 61,746
 
Sale of other assets 
 
 
 30,182
 
 30,182
Capital expenditures (47,938) (1) (5,532) (63,290) 
 (116,761)
Net cash (for) investing activities (23,431) (37,603) (36,275) (51,016) 61,746
 (86,579)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (129,277) 2,571
 
 
 
 (126,706)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Excess tax benefit from unit-based compensation expense 
 1,515
 
 
 
 1,515
Net cash (for) financing activities (145,412) (4,734) (489) 
 
 (150,635)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (254) 
 
 (254)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 90,000
 30
 (4,091) 1,441
 
 87,380
Balance, beginning of period 43,000
 2,263
 40,278
 10,561
 
 96,102
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended September 30, 2012 (As restated)
(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 $181,718
 $(157,023) $8,795
 $314,835
 $(75,771) $272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (35,830) (42,342) 8,488
 (6,087) 75,771
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (33,025) (8) (23,050) (37,037) 
 (93,120)
Net cash (for) investing activities (67,682) (42,350) (14,562) (43,124) 75,771
 (91,947)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany term debt (payments) receipts 
 269,500
 
 (269,500) 
 
Term debt payments, including early termination penalties (14,467) (10,213) (320) 
 
 (25,000)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (105,569) 261
 
 
 
 (105,308)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (120,036) 199,147
 8,507
 (269,500) 
 (181,882)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 1,065
 
 
 1,065
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (226) 3,805
 2,211
 
 (210)
Balance, beginning of period 49,000
 2,489
 36,473
 8,350
 
 96,312
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102


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

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

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

Aside fromAlong with attendance and guest per capita statistics, discrete financial information and operating results are not prepared at the regional level, but rather at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.


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

Income Taxes
In the secondthird quarter of 2013, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012 except as noted below.
Change in Depreciation Method
Effective January 1, 2013, the Partnershipwe changed itsour method of depreciation 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 from the composite method to the unit method.
Historically, the Partnershipwe had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.
In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnershipwe had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for

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all assets. The Partnership believesWe believe that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be

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accounted for prospectively. This prospective application will result in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.
The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended June 30,September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.


Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three-, six-nine- and twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012.
 
  Three months ended Six months ended Twelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/2012 6/30/2013 7/1/2012
  (13 weeks) (14 weeks) (26 weeks) (26 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income (loss) $47,390
 $36,583
 $(61,736) $(28,832) $68,952
 $117,108
Interest expense 25,861
 30,236
 51,624
 57,039
 105,204
 130,927
Interest income (69) (2) (109) (18) (159) (87)
Provision (benefit) for taxes 11,660
 11,381
 (23,999) (10,158) 17,917
 13,790
Depreciation and amortization 46,032
 47,909
 50,818
 51,988
 125,136
 130,416
EBITDA 130,874
 126,107
 16,598
 70,019
 317,050
 392,154
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps (2,273) (173) 6,938
 (1,143) 6,589
 (14,717)
Unrealized foreign currency loss 14,875
 8,878
 23,756
 629
 13,946
 14,549
Non-cash equity expense 869
 568
 3,802
 2,268
 4,799
 2,257
Loss (gain) on impairment/retirement of fixed assets, net 29
 (862) 629
 (770) 31,735
 10,389
Gain on sale of other assets 
 
 
 
 (6,625) 
Terminated merger costs 
 
 
 
 
 150
Refinancing costs 
 
 
 
 
 (195)
Other non-recurring items (as defined) (297) 444
 508
 2,165
 2,523
 6,420
Adjusted EBITDA (1)
 $144,077
 $134,962
 $86,804
 $73,168
 $404,590
 $411,007
             
(1) As permitted by and defined in the 2013 Credit Agreement        
  Three months ended Nine months ended Twelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
  (13 weeks) (13 weeks) (39 weeks) (39 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income $190,424
 $141,013
 $128,688
 $112,181
 $118,363
 $105,903
Interest expense 25,529
 26,863
 77,153
 83,902
 103,870
 116,437
Interest income (17) (13) (126) (31) (163) (68)
Provision for taxes 58,025
 51,912
 34,026
 41,754
 24,030
 27,858
Depreciation and amortization 57,495
 60,223
 108,313
 112,211
 122,408
 127,191
EBITDA 331,456
 279,998
 348,054
 350,017
 368,508
 377,321
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps 1,377
 (175) 8,315
 (1,318) 8,141
 (10,930)
Unrealized foreign currency (gain) loss (8,385) (14,737) 15,371
 (14,108) 20,298
 (17,502)
Non-cash equity expense 843
 362
 4,645
 2,630
 5,280
 2,619
Loss on impairment/retirement of fixed assets, net 1,637
 25,000
 2,266
 24,230
 8,372
 34,509
Gain on sale of other assets (8,743) 
 (8,743) 
 (15,368) 
Terminated merger costs 
 
 
 
 
 150
Other non-recurring items (as defined) 197
 1,861
 705
 4,026
 859
 7,445
Adjusted EBITDA (1)
 $318,382
 $292,309
 $405,186
 $365,477
 $430,663
 $393,612
             
(1) As permitted by and defined in the 2013 Credit Agreement        

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Results of Operations:

Restatement -

We have made the followinga correction relating to our use of the composite depreciation method.

This The correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and 12 monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from our composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership'sour initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal was reviewed in connection with respondinga response to an SEC comment letter. We ultimately concluded that such disposition was unusual and that an $8.8 million charge should have been reflected in the 2011 financial statements.

SixNine months ended June 30,September 29, 2013

The fiscal six-monthnine-month period ended June 30,September 29, 2013, consisted of a 26-week39-week period and included a total of 9171,936 operating days compared with 2639 weeks and 1,0012,178 operating days for the fiscal six-monthnine-month period ended July 1,September 30, 2012. The difference in operating days is primarily due to the sale of atwo non-core water park in the fourth quarter of 2012,parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate for 2013.

The following table presents key financial information for the sixnine months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Six months ended Six months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (26 weeks) (26 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $403,419
 $385,804
 $17,615
 4.6 %
Operating costs and expenses 320,837
 316,589
 4,248
 1.3 %
Depreciation and amortization 50,818
 51,988
 (1,170) (2.3)%
Loss (gain) on impairment / retirement of fixed assets 629
 (770) 1,399
 N/M
Operating income $31,135
 $17,997
 $13,138
 73.0 %
         
Other Data:        
Adjusted EBITDA $86,804
 $73,168
 $13,636
 18.6 %
Attendance 8,677
 8,729
 (52) (0.6)%
Per capita spending $42.17
 $40.24
 $1.93
 4.8 %
Out-of-park revenues $48,110
 $45,266
 $2,844
 6.3 %
  Nine months ended Nine months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (39 weeks) (39 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $995,495
 $939,249
 $56,246
 6.0 %
Operating costs and expenses 595,801
 580,246
 15,555
 2.7 %
Depreciation and amortization 108,313
 112,211
 (3,898) (3.5)%
Loss on impairment / retirement of fixed assets 2,266
 24,230
 (21,964) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $297,858
 $222,562
 $75,296
 33.8 %
         
Other Data:        
Adjusted EBITDA $405,186
 $365,477
 $39,709
 10.9 %
Attendance 20,652
 20,689
 (37) (0.2)%
Per capita spending $44.24
 $41.78
 $2.46
 5.9 %
Out-of-park revenues $106,801
 $99,526
 $7,275
 7.3 %

Net revenues for the sixnine months ended June 30,September 29, 2013 increased $17.6$56.3 million to $403.4$995.5 million from $385.8$939.2 million during the sixnine months ended July 1,September 30, 2012. The increase in revenues reflects a 5%6%, or $1.93,$2.46, increase in average in-park guest per capita spending during the first sixnine months of the year when compared with the first sixnine months of 2012. In-park guest per capita spending represents the average amount spent per attendee to gain admission to a park plus all amounts spent while inside the park gates. The increase in per capita spending reflects a 4%5% increase in the admissions per capita spendingcap and a 5%6% increase in pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Additionally, for the six-monthnine-month period, out-of-park revenues increased 6%7%, or $2.8$7.3 million. Out-of-park revenues include the sale of hotel rooms, food, merchandise, and other complementary activities located outside of the park gates, as well as transaction fees from on-line product sales. The increase in out-of-park revenues was primarily driven by the strong performance of our resort properties, which saw us drivedrove higher average daily room rates (ADR's) while maintaining or growing occupancy rates. The increase in overall net revenues also reflects a less than 1% decrease inincludes attendance that was essentially comparable through the first sixnine months of 2013 when compared with the same period a year ago. This decreaseThe variance in attendance is entirely attributable to the sale of thetwo non-core water park in the fourth quarter of 2012.parks. Excluding the sale of the water parks, attendance increased 1%, or 195,000 visits on a comparable park attendance was comparable to the same period last year.basis.

3839



Revenues for the first sixnine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($0.23.6 million) during the period.

For the six-monthnine-month period in 2013, operating costs and expenses increased 1%3%, or $4.2$15.6 million, to $320.8$595.8 million from $316.6$580.2 million for the same period in 2012, the net result of a $0.4$7.5 million increase in operating expenses and a $4.3$10.0 million increase in selling, general and administrative costs.costs ("SG&A"). These cost increases were offset slightly by a $0.52%, or $1.9 million decrease in cost of goods sold during the period. The $0.4$7.5 million increase in operating expenses was due to an increaseincreases of approximately $4.3 million in employee costs, $3.2 million in operating supplies and $1.5 million in labor costs andmaintenance materials, offset slightly by a $1.7decrease of $2.7 million increase in operating supplies.insurance expense. The increase in laboremployee costs was primarily due to increased health-care insurance costs while operatingof benefits. Operating supplies increased due to new extra-charge attractions, uniforms, and expenses related to the premium benefit offerings.offerings and improved guest services. The increase$2.7 million decrease in operating costsinsurance expense was somewhat offset bydue to a reduction in insurance settlements and accruals. The $4.3$10.0 million increase in SG&A expenses was due primarily to additional marketing efforts and agency advertising costs, and increased full-time laboremployee costs, largely related to fullperformance incentives and an increase in staffing levels and performance incentives.levels.

Depreciation and amortization expense for the period decreased $1.2$3.9 million due to several significant assets being fully depreciated at the end of 2012. For the six-monthnine-month period of 2013, the $8.7 million gain on sale of other assets relates to the sale of one of our non-core water parks. For the period, loss on impairment/retirement of fixed assets was $0.6totaled $2.3 million reflectingfor the retirement of assets during the period at several of our properties. Loss on impairment/retirement of fixed assets for the period ended September 30, 2012 totaled $24.2 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom, offset slightly by gains on other retirements. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income for the period increased $13.1$75.3 million to $31.1$297.9 million in the first halfnine months of 2013 from operating income of $18.0$222.6 million in the first halfnine months of 2012.

Interest expense for the first halfnine months of 2013 was $51.6$77.2 million, a decrease of $5.4$6.8 million from the first halfnine months of 2012. The decrease in interest expense was due to the settlement of our Canadian cross-currency swaps in the first quarter of 2012, the decrease in non-cash amortization expense dueresulting from the write-off of loan fees related to theour prior credit agreement, and a decrease in revolver interest due to lower average borrowings and a lower average cost due toeffective interest rate from the March 2013 refinancing.

The net effect of our swaps resulted in a non-cash charge to earnings of $6.9$8.3 million for the first halfnine months of 2013 compared with a $1.1$1.3 million non-cash benefit to earnings in the first halfnine months of 2012. The difference reflects the regularly scheduled amortization of amounts in AOCI related to interest rate swaps, the write off of amounts in AOCI related to de-designated interest rate swaps, as well as gains from marking the ineffective designated and de-designated swaps to market. During the current year-to-date period, we also recognized a $23.8$15.2 million net charge to earnings for unrealized/realized foreign currency gains,losses, which representedincluded a $14.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Additionally, due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the current year-to-date period.

During the first halfnine months of 2013, a benefitprovision for taxes of $24.0$34.0 million was recorded to account for publicly traded partnership (“PTP”) taxes and the tax attributes of our corporate subsidiaries. During the same six monthnine-month period in 2012, a $10.2$41.8 million benefitprovision for taxes was recorded. Actual cash taxes paid or payable are estimated to be between $14 and $17 million for the 2013 calendar year.

After interest expense and the benefit for taxes, the net lossincome for the sixnine months ended June 30,September 29, 2013 totaled $61.7$128.7 million, or $1.11$2.31 per diluted limited partner unit, compared with a net lossincome of $28.8$112.2 million, or $0.52$2.01 per diluted unit, for the same period a year ago.

For the six-monthnine-month period, Adjusted EBITDA (as defined in the 2013 Credit Agreement), which we believe is a meaningful measure of our park-level operating results, increased to $86.8$405.2 million compared with $73.2$365.5 million for the fiscal six-monthnine-month period ended July 1,September 30, 2012. This increase was due to the growth in revenues produced in large part by the continued success of our premium benefit offerings, admissions sales and admission sales program,our food and beverage initiatives, offset slightly by an increase in employee related costs, advertising expenses, and advertising expenses.operating supply costs related to targeted initiatives which enhance our guests' experiences at our parks. For additional information regarding Adjusted EBITDA, including how we define Adjusted EBITDA, why we believe it provides useful information, and for a reconciliation to net income, see page 38.

Second



40


Third Quarter -

The fiscal three-month period ended June 30,September 29, 2013, consisted of a 13-week period and included a total of 8001,019 operating days compared with 1413 weeks and 9051,177 operating days for the fiscal three-month period ended July 1,September 30, 2012. The difference in operating days is due to the sale of atwo non-core water park in the fourth quarter of 2012parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013.







39






The following table presents key financial information for the three months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Three months ended Three months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (13 weeks) (14 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $361,620
 $357,606
 $4,014
 1.1 %
Operating costs and expenses 218,104
 223,233
 (5,129) (2.3)%
Depreciation and amortization 46,032
 47,909
 (1,877) (3.9)%
Loss (gain) on impairment / retirement of fixed assets 29
 (862) 891
 N/M
Operating income $97,455
 $87,326
 $10,129
 11.6 %
         
Other Data:        
Adjusted EBITDA $144,077
 $134,962
 $9,115
 6.8 %
Attendance 7,872
 8,225
 (353) (4.3)%
Per capita spending $42.36
 $40.32
 $2.04
 5.1 %
Out-of-park revenues $37,576
 $35,878
 $1,698
 4.7 %
  Three months ended Three months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (13 weeks) (13 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $592,076
 $553,445
 $38,631
 7.0 %
Operating costs and expenses 274,964
 263,657
 11,307
 4.3 %
Depreciation and amortization 57,495
 60,223
 (2,728) (4.5)%
Loss on impairment / retirement of fixed assets 1,637
 25,000
 (23,363) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $266,723
 $204,565
 $62,158
 30.4 %
         
Other Data:        
Adjusted EBITDA $318,382
 $292,309
 $26,073
 8.9 %
Attendance 11,975
 11,960
 15
 0.1 %
Per capita spending $45.73
 $42.90
 $2.83
 6.6 %
Out-of-park revenues $58,690
 $54,260
 $4,430
 8.2 %

For the quarter ended June 30,September 29, 2013, net revenues increased 1%7%, or $4.0$38.6 million, to $361.6$592.1 million from $357.6$553.5 million in the secondthird quarter of 2012. This increase reflects a 5%7% increase in average in-park per capita spending and a 5%an 8%, or $1.7$4.4 million, increase in out-of park revenues, offset slightly by a decrease of 4% in combined attendance.and attendance that was comparable with the prior year period. The increase in per capita spending was the result of higher admissions pricing, improvements in our food and beverage programs, and the successful expansion of our in-park premium benefit offerings.offerings, and improvements in our food and beverage programs. The increase in out-of-park revenues was due to the strong performance of our resort properties. The decrease inExcluding the sale our two non-core water parks, attendance for the second quarter was the direct result of fewer operating days in the period, the shift of the Easter and Spring Break holidays to the first quarter of 2013, and unfavorable short-term weather trends.increased 2%, or 207,000 visits on a comparable park basis.

Operating costs and expenses for the quarter decreased 2%increased 4%, or $5.1$11.3 million, to $218.1$275.0 million from $223.2$263.7 million in the secondthird quarter of 2012, the net result of a $1.4$1.5 million decrease in cost of goods sold, a $5.0$7.0 million decreaseincrease in operating expenses and a $1.3$5.7 million increase in SG&A costs. As a percentage of net revenues, costs and expenses decreased 120 basis points, and was
in line with expectations. The decrease in cost of goods sold was primarily the result of successful cost-savings initiatives in food and beverage. The $5.0$7.0 million decreaseincrease in operating expenses was primarily due to lower employee-relateda $2.8 million increase in employee related costs, and maintenancea $1.6 million increase in operating supplies, and expenses.a $1.5 million increase in maintenance expense. The declineincrease in employee related costs was primarily due to the one less week of operations during the second quarter of 2013 compared with the second quarter of 2012, as well as reduced expenses related to the sale of one of our water parkshigher staffing levels, salary increases, and increases in November 2012. The decline in maintenancebenefit costs. Operating supplies wasincreased due to the timing of expenses due to the one less week in operations during the second quarter of 2013.premium benefit offerings and improved guest services. The $1.3$5.7 million increase in SG&A costs was due to increases in employee-related costs and agency advertising costs, offset somewhat by a decline in professional and administrative costs. The increase in SG&A employee-related expenses was due to improvementsan increase in staffing levels across the company,performance incentive awards due to strong 2013 operating results to date, as well as an increase in equity-related compensation due to unit price appreciation.staffing levels across the company. Advertising costs increased as a result of additional marketing efforts in the period.period, including our Customer Relationship Management platform.

Depreciation and amortization expense for the quarter decreased $1.9$2.7 million primarily due to several significant assets reaching the end of their depreciable lives at the end of 2012. For the third quarter of 2013, the gain on sale of other assets was $8.7 million, reflecting the gain on the sale of one of our non-core water parks. Loss on impairment/retirement of fixed assets for the current period was $1.6 million, reflecting losses on the retirement of assets across all of our parks. Loss on impairment/retirement of fixed assets during the quarter ended September 30, 2012 totaled $25.0 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income in the secondthird quarter of 2013 increased $10.1$62.1 million to $97.4$266.7 million from operating income of $87.3$204.6 million in the secondthird quarter of 2012.

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Interest expense for the secondthird quarter of 2013 was $25.9$25.5 million, representing a $4.4$1.3 million decrease from the interest expense for the secondthird quarter of 2012. As mentioned in the six-monthnine-month discussion above, interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.


40


During the 2013 secondthird quarter, the net effect of our swaps resulted in a $2.3$1.4 million non-cash benefitcharge to earnings, compared to a non-cash benefit to earnings of $0.2 million in the secondthird quarter of 2012. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative portfolio. During the 2013 secondthird quarter, we also recognized a $14.9$8.6 million net chargebenefit to earnings for unrealized/realized foreign currency losses related to angains, which included a $8.5 million unrealized foreign currency lossgain on the U.S.-dollar denominated debt held at our Canadian property.

During the quarter, a provision for taxes of $11.7$58.0 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a provision for taxes of $11.4$51.9 million in the same period a year ago. After interest expense and the provision for taxes, net income for the quarter totaled $47.4$190.4 million, or $0.85$3.41 per diluted limited partner unit, compared with net income of $36.6$141.0 million, or $0.66$2.52 per diluted unit, for the secondthird quarter a year ago.

For the current quarter, Adjusted EBITDA increased to $144.1$318.4 million from $135.0$292.3 million for the fiscal secondthird quarter of 2012. The approximate $9.1$26.1 million increase in Adjusted EBITDA was primarily duelargely attributable to incremental revenues resulting primarily from higher average guest per capita spending, as well as increases in out-of-park revenues in the quarter. Adjusted EBITDA in the second quarter also benefited from a reduction in operating expenses in the period, due to one less week of operationsThese revenue increases were somewhat offset by higher costs associated with improving guest services and one less water park in operation.

expanding our marketing efforts.

Twelve Months Ended June 30,September 29, 2013 -

The fiscal twelve-month period ended June 30,September 29, 2013, consisted of a 52-week period and 2,2982,140 operating days compared with 53 weeks and 2,4922,416 operating days for the fiscal twelve-month period ended July 1,September 30, 2012. The difference in operating days was due primarily to anthe sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the extra week of operations in the twelve monthtwelve-month period ending July 1,September 30, 2012.

The following table presents key financial information for the twelve months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Twelve months ended Twelve months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,086,069
 $1,102,917
 $(16,848) (1.5)%
Operating costs and expenses 689,010
 700,446
 (11,436) (1.6)%
Depreciation and amortization 125,136
 130,416
 (5,280) (4.0)%
(Gain) on sale of other assets (6,625) 
 (6,625) N/M
Loss on impairment/retirement of fixed assets 31,735
 10,389
 21,346
 N/M
Operating income $246,813
 $261,666
 $(14,853) (5.7)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $404,590
 $411,007
 $(6,417) (1.6)%
Adjusted EBITDA margin 37.3% 37.3% 
  %
Attendance 23,248
 24,934
 (1,686) (6.8)%
Per capita spending $42.67
 $40.40
 $2.27
 5.6 %
Out-of-park revenues $119,611
 $124,394
 (4,783) (3.8)%
  Twelve months ended Twelve months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,124,700
 $1,084,094
 $40,606
 3.7 %
Operating costs and expenses 700,317
 701,915
 (1,598) (0.2)%
Depreciation and amortization 122,408
 127,191
 (4,783) (3.8)%
Gain on sale of other assets (15,368) 
 (15,368) N/M
Loss on impairment/retirement of fixed assets 8,372
 34,509
 (26,137) N/M
Operating income $308,971
 $220,479
 $88,492
 40.1 %
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $430,663
 $393,612
 $37,051
 9.4 %
Adjusted EBITDA margin 38.3% 36.3% 
 2.0 %
Attendance 23,263
 23,961
 (698) (2.9)%
Per capita spending $44.13
 $41.44
 $2.69
 6.5 %
Out-of-park revenues $124,041
 $119,460
 4,581
 3.8 %

Net revenues totaled $1,086.11,124.7 million for the twelve months ended June 30,September 29, 2013, decreasingincreasing $16.840.6 million, from $1,102.91,084.1 million for the trailing twelve months ended July 1,September 30, 2012. The 2% decrease4% increase in revenues for the twelve-month period was primarily due to the extra week of operationsdriven by a 7% increase in the prior year's twelve month period. For the current twelve month period,average in-park guest per capita spending, increased 6%, onthe result of a stronger admissions per capita spendingcap and improved pure in-park spending. The increase in pure in-park spending which was driven largely byin large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased between

42


years due primarily to the extra week of operations in the twelve-month period ended July 1, 2012.September 30, 2012, as well as the sale of two non-core water parks during the current year period. Out-of-park revenues increased $4.6 million primarily due to an increase in processing fees as part of our expansion of ticketing options. The decreaseincrease in net revenues for the twelve months ended June 30,September 29, 2013 also reflects the negative impact of currency exchange rates and the weakening Canadian dollar on our Canadian operations (approximately $3.7$3.2 million) during the period.


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Operating costs and expenses decreased $11.4$1.6 million, or 2%less than 1%, to $689.0$700.3 million, in large part due to one less week of operations in the current twelve-month period, and were in line with expectations. The decrease in costs and expenses reflects a $2.8$2.9 million decrease in cost of goods sold and a $6.4$1.2 million decrease in operating expenses, anddue primarily to the one less week in the period. These year-over-year cost decreases were partially offset by a $2.2 decrease$2.6 million increase in SG&A costs. The increase in SG&A costs reflects a $2.8 million increase in employment-related costs related to higher staffing levels and incentive compensation plans tied to company performance and a $3.0 million increase in advertising costs related to the transition to a new advertising agency, somewhat offset by a $2.6 decrease in professional and administrative costs, the result of reductions in litigation expenses and consulting fees in the period. The overall decrease in costs and expenses also reflects the impact of exchange rates on our Canadian operations ($0.61.0 million) during the period.

For the twelve-month period ending September 29, 2013, the gain on sale of other assets was $15.4 million, reflecting the gain on the sale of two non-core water parks during the period. Loss on impairment/retirement of fixed assets net,for the period was $8.4 million, due to the removal of a ride to enhance a section of one of our parks, as well as retirements of assets across all of our properties. Loss on impairment/retirement of fixed assets during the period ended September 30, 2012 totaled $31.7$34.5 million, which reflectsreflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom along with losses on other retirements. During the twelve-month period ended June 30, 2013, two non-core assets were sold at gains totaling $6.6 million. During the twelve-month period ended July 1, 2012, aand an $8.8 million charge of $10.4 million for the retirement of fixed assets was recorded,an asset which includes the retirement of the asset asis further described in Note 11 to the financial statements.

Depreciation and amortization expense for the period decreased $5.3$4.8 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of 2012. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period decreased $14.9increased $88.5 million to $246.8$309.0 million from $261.7$220.5 million.

Interest expense for the twelve months ended June 30,September 29, 2013 decreased $25.7$12.5 million to $105.2$103.9 million, from $130.9$116.4 million for the same twelve-month period a year ago. The reductiondecrease in interest expense was primarily attributablereflects a decrease in revolver interest in the period due to an approximate 300 basis point (bps) declinelower borrowings and a lower average cost resulting from the March 2013 refinancing, a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our effective interest rate,prior credit agreement, and the result of lower fixed rates on London InterBank Offered Rate (LIBOR) within our interest-rate swap contracts. Additionally during the current period, the average outstanding balanceimpact of the revolver, as well assettlement of our Canadian cross-currency swaps in the average borrowing rate on the revolver, both declined resulting in lower interest expense.first quarter of 2012.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a charge to earnings of $6.6$8.1 million compared to a benefit to earnings of $14.7$10.9 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI and write-off of amounts related to de-designated swaps, which were offset by gains from marking the ineffective and de-designated swaps to market and foreign currency gains related to the U.S.-dollar denominated Canadian term loan in the current period. During the current period, we also recognized a $13.7$20.2 million charge to earnings for unrealized/realized foreign currency losses, which included a $13.9$19.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of $17.9$24.0 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of $13.8$27.9 million in twelve-month period ended July 1, 2012 for the tax attributes of our corporate subsidiaries and PTP taxes.September 30, 2012.

After interest expense and provision for taxes, net income for the period totaled $69.0$118.4 million, or $1.24$2.12 per diluted limited partner unit, compared with net income of $117.1$105.9 million, or $2.10$1.89 per diluted unit, a year ago.

As discussed above, the current twelve-monthtrailing-twelve-month results include one less week of operations due to the timing of the secondthird quarter fiscal close. Comparing the twelve-month periods for both 2013 and 2012 on a comparable 52-week basis, net revenues would be up approximately $37.3$55.1 million, or 4%5%, on increases in both average in-park guest per capita spending and out-of- parkout-of-park revenues, partially offset by a slight decline in attendance. The increase in average in-park guest per capita spending is primarily due to a higher admissions per capita spendingcap and improved pure in-park spending, which was driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Out-of-park revenues would have increased $0.7$6.3 million primarily due to an increase in transaction fees from on-line ticket sales. Attendance for the comparable period would have decreased 404,000351,000 visits, primarily due to soft attendance during the fourth quarter of 2012 compared with the fourth quarter of 2011.


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On a comparable 52-week basis, operating costs and expenses would have increased approximately $10.1$9.1 million, the net result of a $1.7$1.9 million increasedecrease in cost of goods sold, a $7.4$6.2 million increase in operating expenses and a $1.0$4.8 million increase in SG&A costs. The increase in operating expenses was primarily attributable to an increase in employment-related expenses of $7.0$3.3 million, a $4.7$3.9 million increase in operating supply costs, a $1.9 million increase in property and other non-income taxes, and a $1.4$1.6 million increase in utility costs. Somewhat offsetting these operating-expense increases were decreases in maintenance expenses of $5.0$3.5 million and insurance expenses of $3.3$1.6 million. The increase in employment-related costs was largely due to higher benefit costs and increased seasonal labor hours resulting from expanded operating hours at several parks, the introduction of additional attractions and enhanced guest services at our parks. Operating supply costssupplies increased due largely to the introduction of new extra-charge attractions and incremental expenses related to our expanded premium benefit offerings. Property taxes increased due to the timing

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of the receipt of a refund at one of our parks in the trailing-twelve-month period ended July 1, 2012, while utilityUtility costs increased primarily due to rate increases and the addition of new rides and attractions at the parks. The increase in SG&A costs for the period reflects a $3.1$3.4 million increase in employment-related costs due to higher staffing levels and bonusincentive compensation plans tied to company performance, and a $1.9$4.0 million increase in advertising costs related to the transition to a new advertising agency, and a $1.3 million increase in operating supplies, largely related to the expansion of our e-commerce platform.agency. Somewhat offsetting these SG&A cost increases was a $4.6$2.5 million decrease in professional and administrative costs primarily due to reductions in litigation expenses and consulting fees in the period.

Adjusted EBITDA for the twelve-month period ended June 30,September 29, 2013, decreased $6.4increased $37.1 million, or 2%9%, to $404.6$430.7 million. This decrease was due to the one fewer operating week in the current twelve-month period. On a same-week basis, Adjusted EBITDA for the twelve-month period would have increased approximately $26.1$40.9 million, or 7%11%. On a same-week basis, our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased 120190 bps to 37.3%38.3% from 36.1%36.4% for the twelve-month period ended June 30,September 29, 2013, primarily due to an increase in revenues resulting from the continued success of high-margin revenues initiatives as our new premium guest benefit offerings and theour admission pricing, program combined with continued focus on controlling operating costs.

JulyOctober 2013 -

Based on preliminary results, through August 4, 2013, net revenues through November 3, 2013 were approximately $712$1,104 million, up 5%6%, or $36$65 million, compared with $676$1,039 million for the same period last year. The increase was athe result of an approximate 5%6%, or $2.24,$2.31, increase in average in-park guest per capita spending to $43.47,a record $44.33, and aan approximate 7%, or $5$8 million increase, in out-of-park revenues to $78$117 million. These increases were slightly offset by a less than one percent, or 52,000-visit, decreaseAlso contributing to revenue growth was an increase in attendance to 15.0 million visits.of 100,000 visits, compared with last year. Excluding the sale of two water park sold in 2012,parks, attendance was up 1%2%, or 75,000334,000 visits, when compared with this time last year.to a record 22.7 million visits on a comparable park basis.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the secondthird quarter of 2013 in sound condition. The negative working capital ratio (current liabilitiesassets divided by current assets)liabilities) of 1.21.5 at June 30,September 29, 2013 reflects the impact of our seasonal business. Cash, receivablesReceivables, inventories, and inventoriespayables are at normal seasonal levels and credit facilities arelevels.
Operating Activities
During the nine-month period ended September 29, 2013, net cash provided by operating activities increased $40.2 million from the same period a year ago, primarily due to the year-over-year growth in placerevenues.
For the twelve-month period ended September 29, 2013 net cash provided by operating activities increased $52.3 million from the same period a year ago, also reflective of the year-over-year growth in revenues.
Investing Activities
Net cash used in investing activities in the first nine months of 2013 was $82.2 million, an increase of $7.6 million compared with the nine month period ended September 30, 2012. Within investing activities, capital expenditures increased $21.7 million. During the current period, $15.3 million was received for the sale of a non-core waterpark.
Net cash used in investing activities for the trailing-twelve-month period ended September 29, 2013 totaled $86.6 million compared with $91.9 million for the same period a year ago. The decrease reflects the receipt of $30.2 million from the sale of two non-core water parks during the period, offset somewhat by a $23.6 million increase in capital expenditures.
Financing Activities
Net cash used in financing activities in the first nine months of 2013 was $130.1 million, a decrease of $12.3 million compared with the nine-month period ended September 30, 2012. The decrease was due to funda one-time cash cost of $50.5 million to settle our Canadian derivative in the first quarter of 2012, offset somewhat by an increase in distributions paid in the current liabilities.year of $37.9 million.
Net cash used in financing activities in the trailing-twelve-month period ended September 29, 2013 totaled $150.6 million, a decrease of $31.2 million compared with the twelve-month period ended September 30, 2012. The decrease was due to the $50.5

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million Canadian derivative settlement in 2012, offset somewhat by an increase in distributions paid of $21.4 million in the current twelve-month period.
In July 2010, we issued $405 million of 9.125% senior unsecured notes, maturing in 2018, in a private placement, including $5.6 million of Original Issue Discount (OID) to yield 9.375%. Concurrently with this offering, we entered into a new $1,435 million credit agreement (the "2010 Credit Agreement"), which included a $1,175 million senior secured term loan facility and a $260 million senior secured revolving credit facility. The net proceeds from the offering of the notes, along with borrowings under the 2010 Credit Agreement, were used to repay in full all amounts outstanding under our previous credit facilities.

In February 2011, we amended the 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") and extended the maturity date of the U.S. term loan portion of the credit facilities by one year. Under the Amended 2010 Credit Agreement, the extended U.S. term loan was scheduled to mature in December of 2017 and bore interest at a rate of LIBOR plus 300 bps, with a LIBOR floor of 100 bps.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013,we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

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letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.4 million of fixed-rate debt (including OID), $58.0 million outstanding borrowings under our revolving credit facility, and cash on hand of $43.6 million. After letters of credit, which totaled $16.4 million at June 30, 2013, we had $180.6 million of available borrowings under the revolving credit facility under the 2013 Credit Agreement.
Our $405 million of senior unsecured notes require semi-annual interest payments in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.
In February 2011, we amended our 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") to provide a $1,175 million senior secured term loan facility with interest at a rate of LIBOR plus 300 bps along with a LIBOR floor of 100 bps. The amendment extended the maturity date of the term loan portion of the credit facilities to December 2018.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013, we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Our $500 million of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%.

Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the Amended 2010 Credit Agreement. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. The Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.6 million of fixed-rate debt (including OID), no outstanding borrowings under our revolving credit facility, and cash on hand of $183.5 million. After letters of credit, which totaled $16.4 million at September 29, 2013, we had $238.6 million of available borrowings under the revolving credit facility.
In order to maintainlock in fixed interest costs on a portion of our domestic term debt, in September 2010 we entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, we determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of $7.2 million recorded in AOCI through the date of de-designation are being amortized through December 2015.
In March 2011, we entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to earnings and

45


recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.
In May 2011, we entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.
As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, and accordingly, the May 2011 swaps are now over hedged. On March 4, 2013, we entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The September 2010 swaps, the March 2011 swaps, and the March 2013 swapsCombination Swaps were jointly designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.33%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million, which will be amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.
During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%. In October 2013, the Partnership entered into an additional forward-starting interest rate swap agreement ("October 2013 swaps") that will effectively convert $100 million of variable-rate debt to a 2.70% fixed rate beginning in December of 2015.
At June 30,September 29, 2013, the fair market value of the September 2010 swaps, the March 2011 swaps and the March 2013 swapsderivative portfolio was a liability of $20.131.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet. The May 2011 swaps had a fair market value of $6.7 million as of June 30, 2013 and was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

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The following table presents our September 20102013 forwards and the October 2013 swaps March 2011 swaps,which mature in December 2018, and the Combination Swaps and May 2011 swaps, and March 2013 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 2.27% 50,000
 2.54%
 75,000
 2.30% 30,000
 2.54%
 50,000
 2.29% 70,000
 2.54%
 150,000
 2.43% 50,000
 2.54%
 50,000
 2.29%    
 50,000
 2.43%    
 25,000
 2.30%    
Total $'s / Average Rate$600,000
 2.33% $200,000
 2.54%
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 3.00% $200,000
 2.27%
 100,000
 3.00% 150,000
 2.43%
 100,000
 3.00% 75,000
 2.30%
 100,000
 2.70% 70,000
 2.54%
     50,000
 2.54%
     50,000
 2.54%
     50,000
 2.43%
     50,000
 2.29%
     50,000
 2.29%
     30,000
 2.54%
     25,000
 2.30%
Total $'s / Average Rate$500,000
 2.94% $800,000
 2.38%


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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

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give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

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As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

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as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

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ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  CEDAR FAIR, L.P. 
  (Registrant) 
    
  By Cedar Fair Management, Inc. 
  General Partner 
   
Date:August 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

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INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

5052
s / Average Rate$600,000
 2.33% $200,000
 2.54%$500,000
 2.94% $800,000
 2.38%


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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

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give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

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As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

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as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

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ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  CEDAR FAIR, L.P. 
  (Registrant) 
    
  By Cedar Fair Management, Inc. 
  General Partner 
   
Date:August 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

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INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

5052
s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instrumentsDerivatives designated as hedging instruments Derivatives not designated as hedging instruments Notional Amounts LIBOR Rate Notional Amounts LIBOR RateNotional Amounts LIBOR Rate Notional Amounts LIBOR Rate $200,000
 2.27% 50,000
 2.54%$200,000
 3.00% $200,000
 2.27% 75,000
 2.30% 30,000
 2.54%100,000
 3.00% 150,000
 2.43% 50,000
 2.29% 70,000
 2.54%100,000
 3.00% 75,000
 2.30% 150,000
 2.43% 50,000
 2.54%    70,000
 2.54% 50,000
 2.29%        50,000
 2.54% 50,000
 2.43%        50,000
 2.54% 25,000
 2.30%        50,000
 2.43%     50,000
 2.29%     50,000
 2.29%     30,000
 2.54%     25,000
 2.30%Total
 

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $
 $(2,866) Interest Expense $
 $(3,221) Net effect of swaps $3,268
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(5,483) $438
 Interest Expense $
 $(2,990) Net effect of swaps $
 $
                 

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(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   6/30/13 7/1/12
Interest rate swaps (1)
 Net effect of swaps 992
 
    $992
 $
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   9/29/13 9/30/12
Interest rate swaps (1)
 Net effect of swaps 609
 
    $609
 $
       
(1)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

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During the quarter ended June 30,September 29, 2013, in addition to gains of $3.3 million and $1.00.6 million recognized in income on the ineffective portion of derivatives and on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a benefitcharge to earnings of $2.31.4 million recorded in “Net effect of swaps.”

For the three-month period ended July 1,September 30, 2012, $0.2 million of expenseincome representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of $0.2 million recorded in “Net effect of swaps.”


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the six-monthnine-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Six months ended Six months ended   Six months ended Six months ended   Six months ended Six months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $2,266
 $(2,746) Interest Expense $(2,797) $(6,014) Net effect of swaps $3,703
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Nine months ended Nine months ended   Nine months ended Nine months ended   Nine months ended Nine months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(3,217) $(2,308) Interest Expense $(2,797) $(9,004) Net effect of swaps $3,703
 $
                 
(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Six months ended Six months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps (479) 
    $(479) $1,279
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Nine months ended Nine months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps 130
 
    $130
 $1,279
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
During the six-monthnine-month period ended June 30,September 29, 2013, in addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.34.3 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter.period. The effect of these amounts resulted in a charge to earnings of $6.98.3 million recorded in “Net effect of swaps.”

For the six-monthnine-month period ended July 1,September 30, 2012, in addition to the $1.3 million gain recognized in income on the ineffective portion of derivatives noted in the tables above, $0.40.2 million of expense representing the amortization of amounts in AOCI for the swaps and $0.2 million of foreign currency gain in the quarterperiod related to the U.S. dollar denominated Canadian term loan were

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recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of $1.11.3 million recorded in “Net effect of swaps.”









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Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
(In thousands): 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $5,152
 $(18,396) Interest Expense $(8,810) $(9,037) Net effect of swaps $3,703
 $20,193
                 
(In thousands) 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(769) $(873) Interest Expense $(5,820) $(12,027) Net effect of swaps $3,703
 $4,797
                 

(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps 
 9,139
Foreign currency swaps Net effect of swaps 
 (3,081)
Interest rate swaps (2)
 Net effect of swaps $(479) $
    $(479) $6,058
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps 
 (4,483)
Foreign currency swaps Net effect of swaps 
 10,129
Interest rate swaps (2)
 Net effect of swaps $130
 $
    $130
 $5,646
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
In addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain recognized in income on the ineffective portion of derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.04.1 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended June 30,September 29, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of $6.68.1 million recorded in “Net effect of swaps.”
For the twelve monthtwelve-month period ending July 1,September 30, 2012, in addition to the $20.24.8 million gain recognized in income on the ineffective portion of derivatives designated as derivatives and $6.15.6 million of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above, $11.30.1 million of expenseincome representing the amortization of amounts in AOCI for the swaps and a $0.30.4 million foreign currency lossgain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended July 1,September 30, 2012 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $14.710.9 million recorded in “Net effect of swaps.”
The amounts reclassified from AOCI into income for the periods noted above are primarily the result of the Partnership’s initial three-year requirement to swap at least 75% of its aggregate term debt to fixed rates under the terms of the Amended 2010 Credit Agreement.
 

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


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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 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 on a recurring basis:
  Total Level 1 Level 2 Level 3
June 30, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(20,122) $
 $(20,122) $
Interest rate swap agreements (2)
 (6,650) 
 (6,650) 
Net derivative liability $(26,772) $
 $(26,772) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
July 1, 2012        
Interest rate swap agreements (1)
 $(35,146) $
 $(35,146) $
Net derivative liability $(35,146) $
 $(35,146) $
  Total Level 1 Level 2 Level 3
September 29, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(5,483) $
 $(5,483) $
Interest rate swap agreements (2)
 (26,163) 
 (26,163) 
Net derivative liability $(31,646) $
 $(31,646) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
September 30, 2012        
Interest rate swap agreements (1)
 $(34,708) $
 $(34,708) $
Net derivative liability $(34,708) $
 $(34,708) $
(1)Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet
(2)Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.70.9 million as of June 30,September 29, 2013.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.
There were no assets measured at fair value on a non-recurring basis at June 30,September 29, 2013 or July 1,September 30, 2012, except for as described below.
At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million during the quarter.
The fair value of term debt at June 30,September 29, 2013 was approximately $630.0627.6 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at June 30,September 29, 2013 was approximately $913.2922.0 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.


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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 endedTwelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/20126/30/2013 7/1/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,484
 55,481
 55,464
 55,433
55,446
 55,389
Effect of dilutive units:           
Unit options and restricted unit awards 152
 2
 
 
84
 3
Phantom units 186
 335
 
 
261
 452
Diluted weighted average units outstanding 55,822
 55,818
 55,464
 55,433
55,791
 55,844
Net income (loss) per unit - basic $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.11
Net income (loss) per unit - diluted $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.10
            
  Three months ended Nine months endedTwelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/20129/29/2013 9/30/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,485
 55,611
 55,472
 55,473
55,460
 55,440
Effect of dilutive units:           
Unit options and restricted unit awards 189
 45
 146
 42
120
 31
Phantom units 189
 336
 185
 333
224
 416
Diluted weighted average units outstanding 55,863
 55,992
 55,803
 55,848
55,804
 55,887
Net income per unit - basic $3.43
 $2.54
 $2.32
 $2.02
$2.13
 $1.91
Net income per unit - diluted $3.41
 $2.52
 $2.31
 $2.01
$2.12
 $1.89
            
The effect of unit options on the three, sixnine and twelve months ended June 30,September 29, 2013, had they not been out of the money or antidilutive, would have been zero, 8,9007,000, and 8,5004,000 units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the three, sixnine and twelve months ended July 1,September 30, 2012, had they not been out of the money or antidilutive, would have been 66,000, 31,00034,000 and 41,50036,000 units, respectively.
 
(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the secondthird quarter of 2013 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

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

(11) Restatement:

We haveThe Partnership has made the following correction relating to ourits use of the composite depreciation method.

This correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and twelve monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from ourthe Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with respondinga response to an SEC comment letter. WeThe Partnership ultimately concluded that such disposition was unusual and that an $8.8 million charge should be reflected in the 2011 financial statements.







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The tables below reflect the impact on the financial statements of the correction as described above.

Balance Sheet 
(In thousands)7/1/2012
Accumulated depreciation 
As filed$(1,111,530)
Correction(8,369)
As restated$(1,119,899)
Total assets 
As filed$2,141,898
Correction(8,369)
As restated$2,133,529
Deferred Tax Liability 
As filed$137,288
Correction(3,180)
As restated$134,108
Limited Partners' Equity 
As filed$93,946
Correction(5,189)
As restated$88,757
Balance Sheet 
(In thousands)9/30/2012
Accumulated depreciation 
As filed$(1,175,744)
Correction(7,845)
As restated$(1,183,589)
Total assets 
As filed$2,089,837
Correction(7,845)
As restated$2,081,992
Deferred Tax Liability 
As filed$143,094
Correction(2,981)
As restated$140,113
Limited Partners' Equity 
As filed$212,797
Correction(4,864)
As restated$207,933








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Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Six months ended Twelve months ended
  7/1/2012 7/1/2012 7/1/2012
Depreciation and amortization      
As filed $48,330
 $52,409
 $130,837
Correction (421) (421) (421)
As restated $47,909
 $51,988
 $130,416
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $(862) $(770) $1,599
Correction 
 
 8,790
As restated $(862) $(770) $10,389
Income (loss) before tax      
As filed $47,543
 $(39,411) $139,267
Correction 421
 421
 (8,369)
As restated $47,964
 $(38,990) $130,898
Provision (benefit) for taxes     
As filed $11,221
 $(10,318) $16,970
Correction 160
 160
 (3,180)
As restated $11,381
 $(10,158) $13,790
Net income (loss)     
As filed $36,322
 $(29,093) $122,297
Correction 261
 261
 (5,189)
As restated $36,583
 $(28,832) $117,108
       
Basic earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.21
Correction 0.01
 
 (0.10)
As restated $0.66
 $(0.52) $2.11
       
Diluted earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.19
Correction 0.01
 
 (0.09)
As restated $0.66
 $(0.52) $2.10
Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Nine months ended Twelve months ended
  9/30/2012 9/30/2012 9/30/2012
Depreciation and amortization      
As filed $60,747
 $113,156
 $128,136
Correction (524) (945) (945)
As restated $60,223
 $112,211
 $127,191
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $25,000
 $24,230
 $25,719
Correction 
 
 8,790
As restated $25,000
 $24,230
 $34,509
Income (loss) before tax      
As filed $192,401
 $152,990
 $141,606
Correction 524
 945
 (7,845)
As restated $192,925
 $153,935
 $133,761
Provision (benefit) for taxes     
As filed $51,713
 $41,395
 $30,839
Correction 199
 359
 (2,981)
As restated $51,912
 $41,754
 $27,858
Net income (loss)     
As filed $140,688
 $111,595
 $110,767
Correction 325
 586
 (4,864)
As restated $141,013
 $112,181
 $105,903
       
Basic earnings per limited partner unit:     
As filed $2.53
 $2.01
 $2.00
Correction 0.01
 0.01
 (0.09)
As restated $2.54
 $2.02
 $1.91
       
Diluted earnings per limited partner unit:     
As filed $2.51
 $2.00
 $1.98
Correction 0.01
 0.01
 (0.09)
As restated $2.52
 $2.01
 $1.89




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

The following tables reflect the changes in Accumulated other comprehensive income (loss)Other Comprehensive Income (Loss) related to limited partners' equity for the periodthree-, nine-, and twelve-month periods ended June 30,September 29, 2013:

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)       
   Gains and    
   Losses on Foreign  
   Cash Flow Currency  
   Hedges Items Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
 Other comprehensive      
 income before      
 reclassifications 1,940
 1,893
 3,833
        
 Amounts reclassified      
 from accumulated      
 other comprehensive      
 
income (2)
 8,624
 
 8,624
        
Net current-period other      
comprehensive income 10,564
 1,893
 12,457
        
June 30, 2013 $(15,185) $(858) $(16,043)
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at June 30, 2013 $(15,185) $(858) $(16,043)
        
Other comprehensive income before reclassifications (4,440) (699) (5,139)
        
Amounts reclassified from accumulated other comprehensive income (2)
 1,679
 
 1,679
        
Net current-period other comprehensive income (2,761) (699) (3,460)
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)       
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges      
 Interest rate contracts $10,160
  Net effect of swaps
   $10,160
  Total before tax
   (1,536)  Provision (benefit) for taxes
   $8,624
  Net of tax
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
Other comprehensive income before reclassifications (2,500) 1,194
 (1,306)
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,303
 
 10,303
        
Net current-period other comprehensive income 7,803
 1,194
 8,997
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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


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Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at September 30, 2012 $(27,686) $(4,371) $(32,057)
        
Other comprehensive income before reclassifications (416) 2,814
 2,398
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,156
 
 10,156
        
Net current-period other comprehensive income 9,740
 2,814
 12,554
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)          
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges 3 months ended 9/29/13 9 months ended 9/29/13 12 months ended 9/29/13   
 Interest rate contracts $1,986
 $12,146
 $11,972
 Net effect of swaps
   $1,986
 $12,146
 $11,972
 Total before tax
   (307) (1,843) (1,816) Provision (benefit) for taxes
   $1,679
 $10,303
 $10,156
 Net of tax

(1) Amounts in parentheses indicate debits.

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(13) Consolidating Financial Information of Guarantors and Issuers:

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

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of June 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 and for the three, sixnine and twelve month periods ended June 30,September 29, 2013 and July 1,September 30, 2012. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, we havethe Partnership has included the accompanying condensed consolidating financial statements.

Since Cedar Fair, L.P., Cedar Canada and Magnum are co-issuers of the notes and co-borrowers under the 2013 Credit Agreement, all outstanding debt has been equally reflected within each co-issuer's June 30,September 29, 2013, December 31, 2012 and July 1,September 30, 2012 balance sheets in the accompanying condensed consolidating financial statements.

The consolidating financial information has been corrected for the information described in Note 11.
  

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CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $
 $
 $21,745
 $27,904
 $(6,021) $43,628
Receivables 2,960
 89,760
 86,590
 517,925
 (630,036) 67,199
Inventories 
 4,639
 4,182
 36,631
 
 45,452
Current deferred tax asset 
 23,822
 816
 3,664
 
 28,302
Prepaid advertising 
 9,181
 1,579
 5,854
 
 16,614
Other current assets 620
 2,259
 487
 13,908
 
 17,274
  3,580
 129,661
 115,399
 605,886
 (636,057) 218,469
Property and Equipment (net) 463,783
 994
 250,249
 835,875
 
 1,550,901
Investment in Park 447,080
 735,017
 129,942
 38,992
 (1,351,031) 
Goodwill 9,061
 
 119,201
 111,218
 
 239,480
Other Intangibles, net 
 
 16,880
 22,839
 
 39,719
Deferred Tax Asset 
 34,028
 
 90
 (34,118) 
Intercompany Receivable 874,125
 1,123,159
 1,165,828
 
 (3,163,112) 
Other Assets 13,605
 9,382
 7,112
 2,227
 
 32,326
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 155,522
 208,924
 7,971
 285,379
 (623,457) 34,339
Deferred revenue 
 
 18,719
 113,646
 
 132,365
Accrued interest 5,189
 3,563
 15,192
 
 
 23,944
Accrued taxes 6,534
 458
 181
 2,848
 
 10,021
Accrued salaries, wages and benefits 1
 18,642
 2,153
 9,100
 
 29,896
Self-insurance reserves 
 5,535
 1,727
 17,330
 
 24,592
Other accrued liabilities 860
 4,421
 715
 2,793
 
 8,789
  174,406
 247,843
 52,958
 431,096
 (636,057) 270,246
Deferred Tax Liability 
 
 61,544
 126,866
 (34,118) 154,292
Derivative Liability 16,039
 10,733
 
 
 
 26,772
Other Liabilities 
 5,296
 
 3,500
 
 8,796
Long-Term Debt:            
Revolving credit loans 58,000
 58,000
 58,000
 
 (116,000) 58,000
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,431
 901,431
 901,431
 
 (1,802,862) 901,431
  1,581,556
 1,581,556
 1,581,556
 
 (3,163,112) 1,581,556
             
Equity 39,233
 186,813
 108,553
 1,055,665
 (1,351,031) 39,233
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895


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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
Receivables 12
 124,478
 70,303
 589,797
 (742,056) 42,534
Inventories 
 1,578
 2,090
 25,648
 
 29,316
Current deferred tax asset 
 3,708
 816
 3,661
 
 8,185
Income tax refundable 
 
 662
 
 
 662
Other current assets 995
 3,558
 613
 3,798
 
 8,964
  134,007
 135,615
 110,671
 634,906
 (742,056) 273,143
Property and Equipment (net) 450,205
 985
 248,484
 815,000
 
 1,514,674
Investment in Park 548,241
 824,356
 143,548
 81,719
 (1,597,864) 
Goodwill 9,061
 
 121,657
 111,218
 
 241,936
Other Intangibles, net 
 
 17,228
 22,797
 
 40,025
Deferred Tax Asset 
 30,316
 
 90
 (30,406) 
Intercompany Receivable 877,010
 1,069,069
 1,113,983
 
 (3,060,062) 
Other Assets 13,196
 9,031
 6,902
 2,140
 
 31,269
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 281,983
 159,781
 7,802
 314,367
 (742,056) 21,877
Deferred revenue 
 
 1,951
 35,676
 
 37,627
Accrued interest 2,677
 1,593
 5,983
 
 
 10,253
Accrued taxes 5,413
 29,386
 
 4,594
 
 39,393
Accrued salaries, wages and benefits 1
 27,622
 2,154
 9,844
 
 39,621
Self-insurance reserves 
 5,545
 1,896
 16,647
 
 24,088
Other accrued liabilities 991
 4,077
 694
 1,856
 
 7,618
  297,365
 234,304
 26,780
 382,984
 (754,656) 186,777
Deferred Tax Liability 
 
 61,143
 126,866
 (30,406) 157,603
Derivative Liability 18,407
 13,239
 
 
 
 31,646
Other Liabilities 
 5,573
 
 3,500
 
 9,073
Long-Term Debt:            
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,606
 901,606
 901,606
 
 (1,803,212) 901,606
  1,523,731
 1,523,731
 1,523,731
 
 (3,047,462) 1,523,731
             
Equity 192,217
 292,525
 150,819
 1,154,520
 (1,597,864) 192,217
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047


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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2012
(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 $25,000
 $444
 $50,173
 $3,213
 $
 $78,830
Receivables 4
 101,093
 71,099
 498,555
 (652,559) 18,192
Inventories 
 1,724
 2,352
 23,764
 
 27,840
Current deferred tax asset 
 3,705
 816
 3,663
 
 8,184
Other current assets 563
 17,858
 530
 5,490
 (16,381) 8,060
  25,567
 124,824
 124,970
 534,685
 (668,940) 141,106
Property and Equipment (net) 439,506
 1,013
 268,157
 835,596
 
 1,544,272
Investment in Park 485,136
 772,183
 115,401
 53,790
 (1,426,510) 
Goodwill 9,061
 
 125,942
 111,218
 
 246,221
Other Intangibles, net 
 
 17,835
 22,817
 
 40,652
Deferred Tax Asset 
 36,443
 
 90
 (36,533) 
Intercompany Receivable 877,612
 1,070,125
 1,116,623
 
 (3,064,360) 
Other Assets 22,048
 14,832
 8,419
 2,315
 
 47,614
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $147,264
 $213,279
 $16,101
 $286,649
 $(652,559) $10,734
Deferred revenue 
 
 4,996
 34,489
 
 39,485
Accrued interest 98
 64
 15,350
 
 
 15,512
Accrued taxes 4,518
 
 6,239
 23,437
 (16,381) 17,813
Accrued salaries, wages and benefits 
 17,932
 1,214
 5,690
 
 24,836
Self-insurance reserves 
 5,528
 1,754
 16,624
 
 23,906
Other accrued liabilities 1,110
 2,502
 140
 2,164
 
 5,916
  152,990
 239,305
 45,794
 369,053
 (668,940) 138,202
Deferred Tax Liability 
 
 63,460
 126,865
 (36,533) 153,792
Derivative Liability 19,309
 12,951
 
 
 
 32,260
Other Liabilities 
 5,480
 
 3,500
 
 8,980
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 401,080
 401,080
 401,080
 
 (802,160) 401,080
  1,532,180
 1,532,180
 1,532,180
 
 (3,064,360) 1,532,180
             
Equity 154,451
 229,504
 135,913
 1,061,093
 (1,426,510) 154,451
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865

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CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
July 1, 2012 (As restated)
(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 $
 $
 $13,974
 $27,476
 $(5,521) $35,929
Receivables 
 71,210
 64,931
 436,324
 (529,512) 42,953
Inventories 
 4,861
 4,663
 41,712
 
 51,236
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Prepaid advertising 
 10,181
 596
 5,473
 
 16,250
Income tax refundable 
 
 10,083
 
 
 10,083
Other current assets 800
 2,971
 908
 4,660
 
 9,339
  800
 95,462
 95,927
 518,979
 (535,033) 176,135
Property and Equipment (net) 465,146
 1,025
 272,511
 882,682
 
 1,621,364
Investment in Park 471,253
 701,181
 114,053
 21,834
 (1,308,321) 
Intercompany Note Receivable 
 86,362
 
 
 (86,362) 
Goodwill 9,061
 
 122,960
 111,218
 
 243,239
Other Intangibles, net 
 
 17,412
 22,837
 
 40,249
Deferred Tax Asset 
 43,471
 
 
 (43,471) 
Intercompany Receivable 880,971
 1,186,016
 1,236,507
 
 (3,303,494) 
Other Assets 24,678
 16,454
 9,010
 2,400
 
 52,542
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $108,234
 $233,508
 $14,320
 $217,263
 $(535,033) $38,292
Deferred revenue 
 
 19,946
 88,521
 
 108,467
Accrued interest 481
 195
 15,353
 
 
 16,029
Accrued taxes 7,083
 571
 59
 3,027
 
 10,740
Accrued salaries, wages and benefits 1
 26,108
 2,410
 9,190
 
 37,709
Self-insurance reserves 
 4,280
 1,771
 17,147
 
 23,198
Other accrued liabilities 953
 4,489
 935
 2,275
 
 8,652
  116,752
 269,151
 54,794
 337,423
 (535,033) 243,087
Deferred Tax Liability 
 
 58,162
 119,417
 (43,471) 134,108
Derivative Liability 21,090
 14,056
 
 
 
 35,146
Other Liabilities 
 3,621
 
 3,500
 
 7,121
Intercompany Note Payable 
 
 
 86,362
 (86,362) 
Long-Term Debt:            
Revolving credit loans 111,000
 111,000
 111,000
 
 (222,000) 111,000
Term debt 1,140,100
 1,140,100
 1,140,100
 
 (2,280,200) 1,140,100
Notes 400,647
 400,647
 400,647
 
 (801,294) 400,647
  1,651,747
 1,651,747
 1,651,747
 
 (3,303,494) 1,651,747
             
Equity 62,320
 191,396
 103,677
 1,013,248
 (1,308,321) 62,320
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529


25

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)BALANCE SHEET
For the Three Months Ended September 30, 2012June 30, 2013
(As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,925
 $85,358
 $34,954
 $326,473
 $(129,090) $361,620
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 28,059
 
 31,053
Operating expenses 1,408
 52,246
 15,586
 201,134
 (129,090) 141,284
Selling, general and administrative 1,222
 26,888
 3,868
 13,789
 
 45,767
Depreciation and amortization 12,891
 9
 6,818
 26,314
 
 46,032
Loss on impairment / retirement of fixed assets, net 
 
 
 29
 
 29
  15,521
 79,143
 29,266
 269,325
 (129,090) 264,165
Operating income 28,404
 6,215
 5,688
 57,148
 
 97,455
Interest expense (income), net 10,210
 7,246
 9,843
 (1,507) 
 25,792
Net effect of swaps (1,378) (895) 
 
 
 (2,273)
Unrealized / realized foreign currency loss 
 
 14,886
 
 
 14,886
Other (income) expense 187
 (2,128) 583
 1,358
 
 
(Income) loss from investment in affiliates (30,875) (15,540) (8,232) 4,649
 49,998
 
Net income (loss) before taxes 50,260
 17,532
 (11,392) 52,648
 (49,998) 59,050
Provision (benefit) for taxes 2,870
 684
 (6,732) 14,838
 
 11,660
Net income (loss) $47,390
 $16,848
 $(4,660) $37,810
 $(49,998) $47,390
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,592
 
 1,592
 
 (1,592) 1,592
Unrealized income on cash flow hedging derivatives 1,679
 503
 
 
 (503) 1,679
Other comprehensive income, (net of tax) 3,271
 503
 1,592
 
 (2,095) 3,271
Total Comprehensive (Income) loss $50,661
 $17,351
 $(3,068) $37,810
 $(52,093) $50,661

  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 $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
Receivables 3
 108,211
 64,153
 478,372
 (621,382) 29,357
Inventories 
 1,584
 2,742
 29,267
 
 33,593
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Income tax refundable 
 
 10,454
 
 
 10,454
Other current assets 929
 2,065
 674
 3,775
 
 7,443
  43,932
 120,362
 119,073
 525,309
 (621,382) 187,294
Property and Equipment (net) 425,747
 1,025
 272,951
 856,276
 
 1,555,999
Investment in Park 572,748
 786,753
 115,271
 60,141
 (1,534,913) 
Goodwill 9,061
 
 127,384
 111,218
 
 247,663
Other Intangibles, net 
 
 18,039
 22,826
 
 40,865
Deferred Tax Asset 
 39,320
 
 
 (39,320) 
Intercompany Receivable 877,208
 1,069,721
 1,116,623
 
 (3,063,552) 
Other Assets 23,361
 15,580
 8,925
 2,305
 
 50,171
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $210,936
 $116,160
 $29,248
 $287,634
 $(621,382) $22,596
Deferred revenue 
 
 4,544
 30,138
 
 34,682
Accrued interest 735
 195
 6,082
 
 
 7,012
Accrued taxes 5,818
 42,090
 
 4,496
 
 52,404
Accrued salaries, wages and benefits 
 24,864
 2,365
 8,990
 
 36,219
Self-insurance reserves 
 4,751
 1,698
 16,643
 
 23,092
Other accrued liabilities 824
 4,097
 2,417
 3,505
 
 10,843
  218,313
 192,157
 46,354
 351,406
 (621,382) 186,848
Deferred Tax Liability 
 
 59,462
 119,971
 (39,320) 140,113
Derivative Liability 20,801
 13,907
 
 
 
 34,708
Other Liabilities 
 3,880
 
 3,500
 
 7,380
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 400,676
 400,676
 400,676
 
 (801,352) 400,676
  1,531,776
 1,531,776
 1,531,776
 
 (3,063,552) 1,531,776
             
Equity 181,167
 291,041
 140,674
 1,103,198
 (1,534,913) 181,167
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992


26

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $83,285
 $161,866
 $82,265
 $509,467
 $(244,807) $592,076
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,082
 39,761
 
 45,843
Operating expenses 1,669
 76,468
 19,042
 318,022
 (244,807) 170,394
Selling, general and administrative 1,796
 38,083
 4,781
 14,067
 
 58,727
Depreciation and amortization 18,306
 10
 8,979
 30,200
 
 57,495
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 368
 
 1
 1,268
 
 1,637
  22,139
 114,561
 38,885
 394,575
 (244,807) 325,353
Operating income 61,146
 47,305
 43,380
 114,892
 
 266,723
Interest expense (income), net 10,858
 6,901
 9,731
 (1,978) 
 25,512
Net effect of swaps 810
 567
 
 
 
 1,377
Unrealized / realized foreign currency gain 
 
 (8,615) 
 
 (8,615)
Other (income) expense 188
 (2,129) 584
 1,357
 
 
Income from investment in affiliates (146,054) (78,714) (13,606) (40,904) 279,278
 
Net income before taxes 195,344
 120,680
 55,286
 156,417
 (279,278) 248,449
Provision for taxes 4,920
 14,537
 14,390
 24,178
 
 58,025
Net income $190,424
 $106,143
 $40,896
 $132,239
 $(279,278) $190,424
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (699) 
 (699) 
 699
 (699)
Unrealized income (loss) on cash flow hedging derivatives (2,761) (1,202) 
 
 1,202
 (2,761)
Other comprehensive income (loss), (net of tax) (3,460) (1,202) (699) 
 1,901
 (3,460)
Total Comprehensive Income $186,964
 $104,941
 $40,197
 $132,239
 $(277,377) $186,964



27

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,745
 $77,510
 $41,841
 $315,637
 $(121,127) $357,606
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 28,945
 
 32,486
Operating expenses 1,438
 52,584
 15,935
 197,406
 (121,127) 146,236
Selling, general and administrative 1,656
 24,525
 4,295
 14,035
 
 44,511
Depreciation and amortization 13,531
 9
 6,985
 27,384
 
 47,909
Loss (gain) on impairment / retirement of fixed assets, net (861) 
 (1) 
 
 (862)
  15,764
 77,118
 30,755
 267,770
 (121,127) 270,280
Operating income 27,981
 392
 11,086
 47,867
 
 87,326
Interest expense, net 13,067
 8,084
 10,598
 (1,515) 
 30,234
Net effect of swaps (104) (69) 
 
 
 (173)
Unrealized / realized foreign currency gain 
 
 9,301
 
 
 9,301
Other (income) expense 188
 (2,041) 512
 1,341
 
 
Income from investment in affiliates (24,476) (16,973) (6,955) (260) 48,664
 
Income (loss) before taxes 39,306
 11,391
 (2,370) 48,301
 (48,664) 47,964
Provision (benefit) for taxes 2,723
 (1,876) (1,322) 11,856
 
 11,381
Net income (loss) $36,583
 $13,267
 $(1,048) $36,445
 $(48,664) $36,583
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 481
 
 481
 
 (481) 481
Unrealized income on cash flow hedging derivatives (2,370) (775) 
 
 775
 (2,370)
Other comprehensive income (loss), (net of tax) (1,889) (775) 481
 
 294
 (1,889)
Total Comprehensive Income (Loss) $34,694
 $12,492
 $(567) $36,445
 $(48,370) $34,694
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $79,663
 $141,134
 $88,334
 $464,902
 $(220,588) $553,445
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,447
 40,906
 
 47,353
Operating expenses 1,368
 74,191
 18,736
 289,604
 (220,588) 163,311
Selling, general and administrative 1,853
 32,627
 4,822
 13,691
 
 52,993
Depreciation and amortization 19,209
 10
 9,430
 31,574
 
 60,223
Loss on impairment / retirement of fixed assets, net 25,000
 
 
 
 
 25,000
  47,430
 106,828
 39,435
 375,775
 (220,588) 348,880
Operating income 32,233
 34,306
 48,899
 89,127
 
 204,565
Interest expense, net 12,213
 7,258
 9,897
 (2,518) 
 26,850
Net effect of swaps (104) (71) 
 
 
 (175)
Unrealized / realized foreign currency gain 
 
 (15,035) 
 
 (15,035)
Other (income) expense 186
 (2,043) 512
 1,345
 
 
Income from investment in affiliates (125,636) (79,925) (11,355) (45,354) 262,270
 
Income before taxes 145,574
 109,087
 64,880
 135,654
 (262,270) 192,925
Provision for taxes 4,561
 9,777
 17,181
 20,393
 
 51,912
Net income $141,013
 $99,310
 $47,699
 $115,261
 $(262,270) $141,013
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (563) 
 (563) 
 563
 (563)
Unrealized income (loss) on cash flow hedging derivatives (234) 48
 
 
 (48) (234)
Other comprehensive income (loss), (net of tax) (797) 48
 (563) 
 515
 (797)
Total Comprehensive Income $140,216
 $99,358
 $47,136
 $115,261
 $(261,755) $140,216

























27

Table of Contents

CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $48,243
 $93,729
 $35,243
 $367,983
 $(141,779) $403,419
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 33,096
 
 36,090
Operating expenses 2,831
 73,852
 21,527
 261,510
 (141,779) 217,941
Selling, general and administrative 2,514
 43,501
 4,579
 16,212
 
 66,806
Depreciation and amortization 13,366
 18
 6,818
 30,616
 
 50,818
Loss on impairment / retirement of fixed assets, net 36
 
 478
 115
 
 629
  18,747
 117,371
 36,396
 341,549
 (141,779) 372,284
Operating income (loss) 29,496
 (23,642) (1,153) 26,434
 
 31,135
Interest expense (income), net 20,722
 14,923
 19,607
 (3,737) 
 51,515
Net effect of swaps 4,257
 2,681
 
 
 
 6,938
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 23,844
 
 
 23,844
Other (income) expense 375
 (4,516) 1,383
 2,758
 
 
(Income) loss from investment in affiliates 41,221
 20,100
 (4,712) 25,876
 (82,485) 
Income (loss) before taxes (58,254) (69,611) (41,892) 1,537
 82,485
 (85,735)
Provision (benefit) for taxes 3,482
 (16,981) (15,986) 5,486
 
 (23,999)
Net income (loss) (61,736) (52,630) (25,906) (3,949) 82,485
 (61,736)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,893
 
 1,893
 
 (1,893) 1,893
Unrealized income (loss) on cash flow hedging derivatives 10,564
 3,038
 
 
 (3,038) 10,564
Other comprehensive income (loss), (net of tax) 12,457
 3,038
 1,893
 
 (4,931) 12,457
Total Comprehensive Income (Loss) $(49,279) $(49,592) $(24,013) $(3,949) $77,554
 $(49,279)



28

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the SixNine Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,528
 $255,595
 $117,508
 $877,450
 $(386,586) $995,495
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,076
 72,857
 
 81,933
Operating expenses 4,500
 150,320
 40,569
 579,532
 (386,586) 388,335
Selling, general and administrative 4,310
 81,584
 9,360
 30,279
 
 125,533
Depreciation and amortization 31,672
 28
 15,797
 60,816
 
 108,313
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 404
 
 479
 1,383
 
 2,266
  40,886
 231,932
 75,281
 736,124
 (386,586) 697,637
Operating income 90,642
 23,663
 42,227
 141,326
 
 297,858
Interest expense (income), net 31,580
 21,824
 29,338
 (5,715) 
 77,027
Net effect of swaps 5,067
 3,248
 
 
 
 8,315
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 15,229
 
 
 15,229
Other (income) expense 563
 (6,645) 1,967
 4,115
 
 
Income from investment in affiliates (104,833) (58,614) (18,318) (15,029) 196,794
 
Income before taxes 137,090
 51,069
 13,394
 157,955
 (196,794) 162,714
Provision (benefit) for taxes 8,402
 (2,444) (1,596) 29,664
 
 34,026
Net income $128,688
 $53,513
 $14,990
 $128,291
 $(196,794) $128,688
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,194
 
 1,194
 
 (1,194) 1,194
Unrealized income on cash flow hedging derivatives 7,803
 1,836
 
 
 (1,836) 7,803
Other comprehensive income, (net of tax) 8,997
 1,836
 1,194
 
 (3,030) 8,997
Total Comprehensive Income $137,685
 $55,349
 $16,184
 $128,291
 $(199,824) $137,685



29

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $45,201
 $80,087
 $42,107
 $343,569
 $(125,160) $385,804
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 33,032
 
 36,573
Operating expenses 2,773
 73,020
 21,592
 245,296
 (125,160) 217,521
Selling, general and administrative 2,988
 38,221
 5,055
 16,231
 
 62,495
Depreciation and amortization 14,227
 18
 6,985
 30,758
 
 51,988
Loss (gain) on impairment / retirement of fixed assets, net (779) 
 9
 
 
 (770)
  19,209
 111,259
 37,182
 325,317
 (125,160) 367,807
Operating income (loss) 25,992
 (31,172) 4,925
 18,252
 
 17,997
Interest expense, net 24,225
 14,699
 21,001
 (2,904) 
 57,021
Net effect of swaps 69
 263
 (1,475) 
 
 (1,143)
Unrealized / realized foreign currency loss 
 
 1,109
 
 
 1,109
Other (income) expense 375
 (5,076) 709
 3,992
 
 
(Income) loss from investment in affiliates 26,015
 6,477
 (3,541) 6,803
 (35,754) 
Income (loss) before taxes (24,692) (47,535) (12,878) 10,361
 35,754
 (38,990)
Provision (benefit) for taxes 4,140
 (13,548) (3,656) 2,906
 
 (10,158)
Net income (loss) $(28,832) $(33,987) $(9,222) $7,455
 $35,754
 $(28,832)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (688) 
 (688) 
 688
 (688)
Unrealized income on cash flow hedging derivatives (2,031) (677) 21
 
 656
 (2,031)
Other comprehensive income (loss), (net of tax) (2,719) (677) (667) 
 1,344
 (2,719)
Total Comprehensive Income (loss) $(31,551) $(34,664) $(9,889) $7,455
 $37,098
 $(31,551)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $124,864
 $221,221
 $130,441
 $808,471
 $(345,748) $939,249
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,988
 73,938
 
 83,926
Operating expenses 4,141
 147,211
 40,328
 534,900
 (345,748) 380,832
Selling, general and administrative 4,841
 70,848
 9,877
 29,922
 
 115,488
Depreciation and amortization 33,436
 28
 16,415
 62,332
 
 112,211
Loss on impairment / retirement of fixed assets, net 24,221
 
 9
 
 
 24,230
  66,639
 218,087
 76,617
 701,092
 (345,748) 716,687
Operating income 58,225
 3,134
 53,824
 107,379
 
 222,562
Interest expense, net 36,438
 21,957
 30,898
 (5,422) 
 83,871
Net effect of swaps (35) 192
 (1,475) 
 
 (1,318)
Unrealized / realized foreign currency gain 
 
 (13,926) 
 
 (13,926)
Other (income) expense 561
 (7,119) 1,221
 5,337
 
 
Income from investment in affiliates (99,621) (73,448) (14,896) (38,551) 226,516
 
Income before taxes 120,882
 61,552
 52,002
 146,015
 (226,516) 153,935
Provision (benefit) for taxes 8,701
 (3,771) 13,525
 23,299
 
 41,754
Net income $112,181
 $65,323
 $38,477
 $122,716
 $(226,516) $112,181
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (1,251) 
 (1,251) 
 1,251
 (1,251)
Unrealized income (loss) on cash flow hedging derivatives (1,798) (629) 21
 
 608
 (1,798)
Other comprehensive income (loss), (net of tax) (3,049) (629) (1,230) 
 1,859
 (3,049)
Total Comprehensive Income $109,132
 $64,694
 $37,247
 $122,716
 $(224,657) $109,132


























2930

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended June 30,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $148,757
 $271,778
 $133,554
 $952,082
 $(420,102) $1,086,069
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,769
 84,796
 
 94,565
Operating expenses 5,438
 177,188
 47,798
 641,501
 (420,102) 451,823
Selling, general and administrative 6,021
 91,895
 10,659
 34,047
 
 142,622
Depreciation and amortization 36,799
 40
 18,032
 70,265
 
 125,136
(Gain) on sale of other assets 
 
 
 (6,625) 
 (6,625)
Loss on impairment / retirement of fixed assets, net 25,950
 
 475
 5,310
 
 31,735
  74,208
 269,123
 86,733
 829,294
 (420,102) 839,256
Operating income 74,549
 2,655
 46,821
 122,788
 
 246,813
Interest (income) expense, net 45,022
 29,552
 39,476
 (9,005) 
 105,045
Net effect of swaps 4,050
 2,539
 
 
 
 6,589
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 13,737
 
 
 13,737
Other (income) expense 749
 (8,947) 2,694
 5,504
 
 
Income from investment in affiliates (74,816) (52,527) (15,768) (12,687) 155,798
 
Income before taxes 78,369
 19,257
 6,065
 138,976
 (155,798) 86,869
Provision (benefit) for taxes 9,417
 (13,289) (8,917) 30,706
 
 17,917
Net income $68,952
 $32,546
 $14,982
 $108,270
 $(155,798) $68,952
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,950
 
 2,950
 
 (2,950) 2,950
Unrealized income on cash flow hedging derivatives 12,735
 3,635
 
 
 (3,635) 12,735
Other comprehensive income, (net of tax) 15,685
 3,635
 2,950
 
 (6,585) 15,685
Total Comprehensive Income $84,637
 $36,181
 $17,932
 $108,270
 $(162,383) $84,637



30

Table of Contents

CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Twelve Months Ended July 1, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $150,783
 $267,882
 $138,595
 $963,915
 $(418,258) $1,102,917
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,743
 86,664
 
 97,407
Operating expenses 5,341
 175,593
 47,795
 647,795
 (418,258) 458,266
Selling, general and administrative 6,309
 88,725
 11,892
 37,847
 
 144,773
Depreciation and amortization 38,843
 42
 17,976
 73,555
 
 130,416
Loss (gain) on impairment / retirement of fixed assets, net 15
 
 (52) 10,426
 
 10,389
  50,508
 264,360
 88,354
 856,287
 (418,258) 841,251
Operating income 100,275
 3,522
 50,241
 107,628
 
 261,666
Interest expense, net 61,742
 24,419
 48,119
 (3,440) 
 130,840
Net effect of swaps (9,027) (121) (5,569) 
 
 (14,717)
Unrealized / realized foreign currency loss 
 
 14,863
 
 
 14,863
Other (income) expense 533
 (9,873) 1,602
 7,520
 
 (218)
(Income) loss from investment in affiliates (80,137) (28,421) (6,557) 6,067
 109,048
 
Income (loss) before taxes 127,164
 17,518
 (2,217) 97,481
 (109,048) 130,898
Provision (benefit) for taxes 10,056
 (26,630) 7,042
 23,322
 
 13,790
Net income (loss) $117,108
 $44,148
 $(9,259) $74,159
 $(109,048) $117,108
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 733
 
 733
 
 (733) 733
Unrealized income (loss) on cash flow hedging derivatives (3,854) (4,884) 21
 
 4,863
 (3,854)
Other comprehensive income (loss), (net of tax) (3,121) (4,884) 754
 
 4,130
 (3,121)
Total Comprehensive Income (Loss) $113,987
 $39,264
 $(8,505) $74,159
 $(104,918) $113,987

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $152,379
 $292,510
 $127,485
 $996,647
 $(444,321) $1,124,700
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,404
 83,651
 
 93,055
Operating expenses 5,739
 179,465
 48,104
 669,919
 (444,321) 458,906
Selling, general and administrative 5,964
 97,351
 10,618
 34,423
 
 148,356
Depreciation and amortization 35,896
 40
 17,581
 68,891
 
 122,408
(Gain) on sale of other assets 
 
 
 (15,368) 
 (15,368)
Loss on impairment / retirement of fixed assets, net 1,318
 
 476
 6,578
 
 8,372
  48,917
 276,856
 86,183
 848,094
 (444,321) 815,729
Operating income 103,462
 15,654
 41,302
 148,553
 
 308,971
Interest (income) expense, net 43,667
 29,195
 39,310
 (8,465) 
 103,707
Net effect of swaps 4,964
 3,177
 
 
 
 8,141
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 20,157
 
 
 20,157
Other (income) expense 751
 (9,033) 2,766
 5,516
 
 
Income from investment in affiliates (95,234) (51,316) (18,019) (8,239) 172,808
 
Income (loss) before taxes 128,139
 30,850
 (3,529) 159,741
 (172,808) 142,393
Provision (benefit) for taxes 9,776
 (8,530) (11,708) 34,492
 
 24,030
Net income $118,363
 $39,380
 $8,179
 $125,249
 $(172,808) $118,363
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,814
 
 2,814
 
 (2,814) 2,814
Unrealized income on cash flow hedging derivatives 9,740
 2,385
 
 
 (2,385) 9,740
Other comprehensive income, (net of tax) 12,554
 2,385
 2,814
 
 (5,199) 12,554
Total Comprehensive Income $130,917
 $41,765
 $10,993
 $125,249
 $(178,007) $130,917



31

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSOPERATIONS AND COMPREHENSIVE INCOME
For the SixTwelve Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $4,808
 $(30,371) $(4,856) $44,138
 $68,837
 $82,556
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 38,056
 37,167
 (18,274) 17,909
 (74,858) 
Capital expenditures (38,398) 
 (3,435) (37,356) 
 (79,189)
Net cash from (for) investing activities (342) 37,167
 (21,709) (19,447) (74,858) (79,189)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 58,000
 
 
 
 
 58,000
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,312) (8,014) (438) 
 
 (22,764)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (71,350) 1,711
 
 
 
 (69,639)
Exercise of limited partnership unit options 
 28
 
 
 
 28
Excess tax benefit from unit-based compensation expense 
 (130) 
 
 
 (130)
Net cash from (for) financing activities (29,466) (7,240) (474) 
 
 (37,180)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (1,389) 
 
 (1,389)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (25,000) (444) (28,428) 24,691
 (6,021) (35,202)
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $147,733
 $261,878
 $142,250
 $941,465
 $(409,232) $1,084,094
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,531
 85,471
 
 96,002
Operating expenses 5,452
 180,665
 47,134
 636,106
 (409,232) 460,125
Selling, general and administrative 6,865
 90,892
 11,650
 36,381
 
 145,788
Depreciation and amortization 37,698
 41
 18,300
 71,152
 
 127,191
Loss (gain) on impairment / retirement of fixed assets, net 24,188
 
 (62) 10,383
 
 34,509
  74,203
 271,598
 87,553
 839,493
 (409,232) 863,615
Operating income (loss) 73,530
 (9,720) 54,697
 101,972
 
 220,479
Interest expense, net 50,007
 28,592
 44,583
 (6,813) 
 116,369
Net effect of swaps (5,019) (1) (5,910) 
 
 (10,930)
Unrealized / realized foreign currency gain 
 
 (18,721) 
 
 (18,721)
Other (income) expense 749
 (10,205) 1,498
 7,958
 
 
Income from investment in affiliates (88,216) (50,693) (9,456) (21,713) 170,078
 
Income before taxes 116,009
 22,587
 42,703
 122,540
 (170,078) 133,761
Provision (benefit) for taxes 10,106
 (29,298) 20,942
 26,108
 
 27,858
Net income $105,903
 $51,885
 $21,761
 $96,432
 $(170,078) $105,903
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (2,672) 
 (2,672) 
 2,672
 (2,672)
Unrealized income (loss) on cash flow hedging derivatives (397) (109) 21
 
 88
 (397)
Other comprehensive income (loss), (net of tax) (3,069) (109) (2,651) 
 2,760
 (3,069)
Total Comprehensive Income $102,834
 $51,776
 $19,110
 $96,432
 $(167,318) $102,834




32

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the SixNine Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $(75,559) $47,309
 $(12,724) $44,638
 $60,941
 $64,605
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 41,361
 11,532
 (415) 13,984
 (66,462) 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (24,266) 
 (13,478) (27,136) 
 (64,880)
Net cash from (for) investing activities 18,268
 11,532
 (13,893) (13,152) (66,462) (63,707)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 111,000
 
 
 
 
 111,000
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (9,259) (6,536) (205) 
 
 (16,000)
Intercompany (payments) receipts 
 7,482
 
 (7,482) 
 
Distributions (paid) received (44,450) 92
 
 
 
 (44,358)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities 57,291
 (59,353) 9,345
 (7,482) 
 (199)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (294) 
 
 (294)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 
 (512) (17,566) 24,004
 (5,521) 405
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929
             
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $337,821
 $60,434
 $21,615
 $66,757
 $(169,672) $316,955
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (63,105) (52,172) (29,579) (24,816) 169,672
 
Sale of other assets 
 
 
 15,297
 
 15,297
Capital expenditures (43,568) 
 (5,517) (48,449) 
 (97,534)
Net cash from investing activities (106,673) (52,172) (35,096) (57,968) 169,672
 (82,237)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (107,013) 2,555
 
 
 
 (104,458)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Excess tax benefit from unit-based compensation expense 
 (148) 
 
 
 (148)
Net cash (for) financing activities (123,148) (6,413) (489) 
 
 (130,050)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (16) 
 
 (16)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 108,000
 1,849
 (13,986) 8,789
 
 104,652
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

33

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the TwelveNine Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $210,085
 $(47,009) $29,440
 $140,865
 $(30,675) $302,706
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 27,874
 (30,140) (15,735) (12,174) 30,175
 
Sale of other assets 
 
 
 14,885
 
 14,885
Capital expenditures (47,797) (8) (4,404) (56,786) 
 (108,995)
Net cash for investing activities (19,923) (30,148) (20,139) (54,075) 30,175
 (94,110)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans (53,000) 
 
 
 
 (53,000)
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Intercompany term debt (payments) receipts 
 86,362
 
 (86,362) 
 
Term debt payments, including early termination penalties (660,931) (466,114) (14,630) 
 
 (1,141,675)
Distributions (paid) received (115,839) 1,746
 
 
 
 (114,093)
Exercise of limited partnership unit options 
 57
 
 
 
 57
Payment of debt issuance costs (14,311) (8,014) (433) 
 
 (22,758)
Excess tax benefit from unit-based compensation expense 
 1,517
 
 
 
 1,517
Net cash from (for) financing activities (190,162) 77,157
 (585) (86,362) 
 (199,952)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (945) 
 
 (945)
CASH AND CASH EQUIVALENTS            
Net increase for the period 
 
 7,771
 428
 (500) 7,699
Balance, beginning of period 
 
 13,974
 27,476
 (5,521) 35,929
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $209,022
 $49,092
 $9,484
 $156,240
 $(147,094) $276,744
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (56,757) (70,669) 3,557
 (23,225) 147,094
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (29,295) (8) (14,426) (32,081) 
 (75,810)
Net cash (for) investing activities (84,879) (70,677) (10,869) (55,306) 147,094
 (74,637)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (14,468) (10,212) (320) 
 
 (25,000)
Intercompany (payments) receipts 
 93,845
 
 (93,845) 
 
Distributions (paid) received (66,675) 110
 
 
 
 (66,565)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (81,143) 23,336
 9,230
 (93,845) 
 (142,422)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 893
 
 
 893
CASH AND CASH EQUIVALENTS            
Net increase for the period 43,000
 1,751
 8,738
 7,089
 
 60,578
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
             
             

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $146,874
 $(73,709) $24,332
 $223,401
 $(63,983) $256,915
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (31,801) (37,181) (579) 11,099
 58,462
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (36,852) 
 (25,832) (40,701) 
 (103,385)
Net cash from (for) investing activities (67,480) (37,181) (26,411) (29,602) 58,462
 (102,212)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings (payments) on revolving credit loans 26,000
 
 
 
 
 26,000
Intercompany term debt (payments) receipts 
 183,138
 
 (183,138) 
 
Term debt payments, including early termination penalties (21,383) (15,094) (473) 
 
 (36,950)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (90,011) 269
 
 
 
 (89,742)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities (85,394) 107,928
 8,354
 (183,138) 
 (152,250)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (2,203) 
 
 (2,203)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (2,962) 4,072
 10,661
 (5,521) 250
Balance, beginning of period 6,000
 2,962
 9,902
 16,815
 
 35,679
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $258,843
 $42,367
 $32,927
 $52,457
 $(61,746) $324,848
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 24,507
 (37,602) (30,743) (17,908) 61,746
 
Sale of other assets 
 
 
 30,182
 
 30,182
Capital expenditures (47,938) (1) (5,532) (63,290) 
 (116,761)
Net cash (for) investing activities (23,431) (37,603) (36,275) (51,016) 61,746
 (86,579)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (129,277) 2,571
 
 
 
 (126,706)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Excess tax benefit from unit-based compensation expense 
 1,515
 
 
 
 1,515
Net cash (for) financing activities (145,412) (4,734) (489) 
 
 (150,635)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (254) 
 
 (254)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 90,000
 30
 (4,091) 1,441
 
 87,380
Balance, beginning of period 43,000
 2,263
 40,278
 10,561
 
 96,102
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended September 30, 2012 (As restated)
(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 $181,718
 $(157,023) $8,795
 $314,835
 $(75,771) $272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (35,830) (42,342) 8,488
 (6,087) 75,771
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (33,025) (8) (23,050) (37,037) 
 (93,120)
Net cash (for) investing activities (67,682) (42,350) (14,562) (43,124) 75,771
 (91,947)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany term debt (payments) receipts 
 269,500
 
 (269,500) 
 
Term debt payments, including early termination penalties (14,467) (10,213) (320) 
 
 (25,000)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (105,569) 261
 
 
 
 (105,308)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (120,036) 199,147
 8,507
 (269,500) 
 (181,882)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 1,065
 
 
 1,065
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (226) 3,805
 2,211
 
 (210)
Balance, beginning of period 49,000
 2,489
 36,473
 8,350
 
 96,312
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102


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

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

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

Aside fromAlong with attendance and guest per capita statistics, discrete financial information and operating results are not prepared at the regional level, but rather at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.


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

Income Taxes
In the secondthird quarter of 2013, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012 except as noted below.
Change in Depreciation Method
Effective January 1, 2013, the Partnershipwe changed itsour method of depreciation 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 from the composite method to the unit method.
Historically, the Partnershipwe had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.
In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnershipwe had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for

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all assets. The Partnership believesWe believe that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be

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accounted for prospectively. This prospective application will result in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.
The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended June 30,September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.


Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three-, six-nine- and twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012.
 
  Three months ended Six months ended Twelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/2012 6/30/2013 7/1/2012
  (13 weeks) (14 weeks) (26 weeks) (26 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income (loss) $47,390
 $36,583
 $(61,736) $(28,832) $68,952
 $117,108
Interest expense 25,861
 30,236
 51,624
 57,039
 105,204
 130,927
Interest income (69) (2) (109) (18) (159) (87)
Provision (benefit) for taxes 11,660
 11,381
 (23,999) (10,158) 17,917
 13,790
Depreciation and amortization 46,032
 47,909
 50,818
 51,988
 125,136
 130,416
EBITDA 130,874
 126,107
 16,598
 70,019
 317,050
 392,154
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps (2,273) (173) 6,938
 (1,143) 6,589
 (14,717)
Unrealized foreign currency loss 14,875
 8,878
 23,756
 629
 13,946
 14,549
Non-cash equity expense 869
 568
 3,802
 2,268
 4,799
 2,257
Loss (gain) on impairment/retirement of fixed assets, net 29
 (862) 629
 (770) 31,735
 10,389
Gain on sale of other assets 
 
 
 
 (6,625) 
Terminated merger costs 
 
 
 
 
 150
Refinancing costs 
 
 
 
 
 (195)
Other non-recurring items (as defined) (297) 444
 508
 2,165
 2,523
 6,420
Adjusted EBITDA (1)
 $144,077
 $134,962
 $86,804
 $73,168
 $404,590
 $411,007
             
(1) As permitted by and defined in the 2013 Credit Agreement        
  Three months ended Nine months ended Twelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
  (13 weeks) (13 weeks) (39 weeks) (39 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income $190,424
 $141,013
 $128,688
 $112,181
 $118,363
 $105,903
Interest expense 25,529
 26,863
 77,153
 83,902
 103,870
 116,437
Interest income (17) (13) (126) (31) (163) (68)
Provision for taxes 58,025
 51,912
 34,026
 41,754
 24,030
 27,858
Depreciation and amortization 57,495
 60,223
 108,313
 112,211
 122,408
 127,191
EBITDA 331,456
 279,998
 348,054
 350,017
 368,508
 377,321
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps 1,377
 (175) 8,315
 (1,318) 8,141
 (10,930)
Unrealized foreign currency (gain) loss (8,385) (14,737) 15,371
 (14,108) 20,298
 (17,502)
Non-cash equity expense 843
 362
 4,645
 2,630
 5,280
 2,619
Loss on impairment/retirement of fixed assets, net 1,637
 25,000
 2,266
 24,230
 8,372
 34,509
Gain on sale of other assets (8,743) 
 (8,743) 
 (15,368) 
Terminated merger costs 
 
 
 
 
 150
Other non-recurring items (as defined) 197
 1,861
 705
 4,026
 859
 7,445
Adjusted EBITDA (1)
 $318,382
 $292,309
 $405,186
 $365,477
 $430,663
 $393,612
             
(1) As permitted by and defined in the 2013 Credit Agreement        

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Results of Operations:

Restatement -

We have made the followinga correction relating to our use of the composite depreciation method.

This The correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and 12 monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from our composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership'sour initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal was reviewed in connection with respondinga response to an SEC comment letter. We ultimately concluded that such disposition was unusual and that an $8.8 million charge should have been reflected in the 2011 financial statements.

SixNine months ended June 30,September 29, 2013

The fiscal six-monthnine-month period ended June 30,September 29, 2013, consisted of a 26-week39-week period and included a total of 9171,936 operating days compared with 2639 weeks and 1,0012,178 operating days for the fiscal six-monthnine-month period ended July 1,September 30, 2012. The difference in operating days is primarily due to the sale of atwo non-core water park in the fourth quarter of 2012,parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate for 2013.

The following table presents key financial information for the sixnine months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Six months ended Six months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (26 weeks) (26 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $403,419
 $385,804
 $17,615
 4.6 %
Operating costs and expenses 320,837
 316,589
 4,248
 1.3 %
Depreciation and amortization 50,818
 51,988
 (1,170) (2.3)%
Loss (gain) on impairment / retirement of fixed assets 629
 (770) 1,399
 N/M
Operating income $31,135
 $17,997
 $13,138
 73.0 %
         
Other Data:        
Adjusted EBITDA $86,804
 $73,168
 $13,636
 18.6 %
Attendance 8,677
 8,729
 (52) (0.6)%
Per capita spending $42.17
 $40.24
 $1.93
 4.8 %
Out-of-park revenues $48,110
 $45,266
 $2,844
 6.3 %
  Nine months ended Nine months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (39 weeks) (39 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $995,495
 $939,249
 $56,246
 6.0 %
Operating costs and expenses 595,801
 580,246
 15,555
 2.7 %
Depreciation and amortization 108,313
 112,211
 (3,898) (3.5)%
Loss on impairment / retirement of fixed assets 2,266
 24,230
 (21,964) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $297,858
 $222,562
 $75,296
 33.8 %
         
Other Data:        
Adjusted EBITDA $405,186
 $365,477
 $39,709
 10.9 %
Attendance 20,652
 20,689
 (37) (0.2)%
Per capita spending $44.24
 $41.78
 $2.46
 5.9 %
Out-of-park revenues $106,801
 $99,526
 $7,275
 7.3 %

Net revenues for the sixnine months ended June 30,September 29, 2013 increased $17.6$56.3 million to $403.4$995.5 million from $385.8$939.2 million during the sixnine months ended July 1,September 30, 2012. The increase in revenues reflects a 5%6%, or $1.93,$2.46, increase in average in-park guest per capita spending during the first sixnine months of the year when compared with the first sixnine months of 2012. In-park guest per capita spending represents the average amount spent per attendee to gain admission to a park plus all amounts spent while inside the park gates. The increase in per capita spending reflects a 4%5% increase in the admissions per capita spendingcap and a 5%6% increase in pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Additionally, for the six-monthnine-month period, out-of-park revenues increased 6%7%, or $2.8$7.3 million. Out-of-park revenues include the sale of hotel rooms, food, merchandise, and other complementary activities located outside of the park gates, as well as transaction fees from on-line product sales. The increase in out-of-park revenues was primarily driven by the strong performance of our resort properties, which saw us drivedrove higher average daily room rates (ADR's) while maintaining or growing occupancy rates. The increase in overall net revenues also reflects a less than 1% decrease inincludes attendance that was essentially comparable through the first sixnine months of 2013 when compared with the same period a year ago. This decreaseThe variance in attendance is entirely attributable to the sale of thetwo non-core water park in the fourth quarter of 2012.parks. Excluding the sale of the water parks, attendance increased 1%, or 195,000 visits on a comparable park attendance was comparable to the same period last year.basis.

3839



Revenues for the first sixnine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($0.23.6 million) during the period.

For the six-monthnine-month period in 2013, operating costs and expenses increased 1%3%, or $4.2$15.6 million, to $320.8$595.8 million from $316.6$580.2 million for the same period in 2012, the net result of a $0.4$7.5 million increase in operating expenses and a $4.3$10.0 million increase in selling, general and administrative costs.costs ("SG&A"). These cost increases were offset slightly by a $0.52%, or $1.9 million decrease in cost of goods sold during the period. The $0.4$7.5 million increase in operating expenses was due to an increaseincreases of approximately $4.3 million in employee costs, $3.2 million in operating supplies and $1.5 million in labor costs andmaintenance materials, offset slightly by a $1.7decrease of $2.7 million increase in operating supplies.insurance expense. The increase in laboremployee costs was primarily due to increased health-care insurance costs while operatingof benefits. Operating supplies increased due to new extra-charge attractions, uniforms, and expenses related to the premium benefit offerings.offerings and improved guest services. The increase$2.7 million decrease in operating costsinsurance expense was somewhat offset bydue to a reduction in insurance settlements and accruals. The $4.3$10.0 million increase in SG&A expenses was due primarily to additional marketing efforts and agency advertising costs, and increased full-time laboremployee costs, largely related to fullperformance incentives and an increase in staffing levels and performance incentives.levels.

Depreciation and amortization expense for the period decreased $1.2$3.9 million due to several significant assets being fully depreciated at the end of 2012. For the six-monthnine-month period of 2013, the $8.7 million gain on sale of other assets relates to the sale of one of our non-core water parks. For the period, loss on impairment/retirement of fixed assets was $0.6totaled $2.3 million reflectingfor the retirement of assets during the period at several of our properties. Loss on impairment/retirement of fixed assets for the period ended September 30, 2012 totaled $24.2 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom, offset slightly by gains on other retirements. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income for the period increased $13.1$75.3 million to $31.1$297.9 million in the first halfnine months of 2013 from operating income of $18.0$222.6 million in the first halfnine months of 2012.

Interest expense for the first halfnine months of 2013 was $51.6$77.2 million, a decrease of $5.4$6.8 million from the first halfnine months of 2012. The decrease in interest expense was due to the settlement of our Canadian cross-currency swaps in the first quarter of 2012, the decrease in non-cash amortization expense dueresulting from the write-off of loan fees related to theour prior credit agreement, and a decrease in revolver interest due to lower average borrowings and a lower average cost due toeffective interest rate from the March 2013 refinancing.

The net effect of our swaps resulted in a non-cash charge to earnings of $6.9$8.3 million for the first halfnine months of 2013 compared with a $1.1$1.3 million non-cash benefit to earnings in the first halfnine months of 2012. The difference reflects the regularly scheduled amortization of amounts in AOCI related to interest rate swaps, the write off of amounts in AOCI related to de-designated interest rate swaps, as well as gains from marking the ineffective designated and de-designated swaps to market. During the current year-to-date period, we also recognized a $23.8$15.2 million net charge to earnings for unrealized/realized foreign currency gains,losses, which representedincluded a $14.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Additionally, due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the current year-to-date period.

During the first halfnine months of 2013, a benefitprovision for taxes of $24.0$34.0 million was recorded to account for publicly traded partnership (“PTP”) taxes and the tax attributes of our corporate subsidiaries. During the same six monthnine-month period in 2012, a $10.2$41.8 million benefitprovision for taxes was recorded. Actual cash taxes paid or payable are estimated to be between $14 and $17 million for the 2013 calendar year.

After interest expense and the benefit for taxes, the net lossincome for the sixnine months ended June 30,September 29, 2013 totaled $61.7$128.7 million, or $1.11$2.31 per diluted limited partner unit, compared with a net lossincome of $28.8$112.2 million, or $0.52$2.01 per diluted unit, for the same period a year ago.

For the six-monthnine-month period, Adjusted EBITDA (as defined in the 2013 Credit Agreement), which we believe is a meaningful measure of our park-level operating results, increased to $86.8$405.2 million compared with $73.2$365.5 million for the fiscal six-monthnine-month period ended July 1,September 30, 2012. This increase was due to the growth in revenues produced in large part by the continued success of our premium benefit offerings, admissions sales and admission sales program,our food and beverage initiatives, offset slightly by an increase in employee related costs, advertising expenses, and advertising expenses.operating supply costs related to targeted initiatives which enhance our guests' experiences at our parks. For additional information regarding Adjusted EBITDA, including how we define Adjusted EBITDA, why we believe it provides useful information, and for a reconciliation to net income, see page 38.

Second



40


Third Quarter -

The fiscal three-month period ended June 30,September 29, 2013, consisted of a 13-week period and included a total of 8001,019 operating days compared with 1413 weeks and 9051,177 operating days for the fiscal three-month period ended July 1,September 30, 2012. The difference in operating days is due to the sale of atwo non-core water park in the fourth quarter of 2012parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013.







39






The following table presents key financial information for the three months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Three months ended Three months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (13 weeks) (14 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $361,620
 $357,606
 $4,014
 1.1 %
Operating costs and expenses 218,104
 223,233
 (5,129) (2.3)%
Depreciation and amortization 46,032
 47,909
 (1,877) (3.9)%
Loss (gain) on impairment / retirement of fixed assets 29
 (862) 891
 N/M
Operating income $97,455
 $87,326
 $10,129
 11.6 %
         
Other Data:        
Adjusted EBITDA $144,077
 $134,962
 $9,115
 6.8 %
Attendance 7,872
 8,225
 (353) (4.3)%
Per capita spending $42.36
 $40.32
 $2.04
 5.1 %
Out-of-park revenues $37,576
 $35,878
 $1,698
 4.7 %
  Three months ended Three months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (13 weeks) (13 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $592,076
 $553,445
 $38,631
 7.0 %
Operating costs and expenses 274,964
 263,657
 11,307
 4.3 %
Depreciation and amortization 57,495
 60,223
 (2,728) (4.5)%
Loss on impairment / retirement of fixed assets 1,637
 25,000
 (23,363) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $266,723
 $204,565
 $62,158
 30.4 %
         
Other Data:        
Adjusted EBITDA $318,382
 $292,309
 $26,073
 8.9 %
Attendance 11,975
 11,960
 15
 0.1 %
Per capita spending $45.73
 $42.90
 $2.83
 6.6 %
Out-of-park revenues $58,690
 $54,260
 $4,430
 8.2 %

For the quarter ended June 30,September 29, 2013, net revenues increased 1%7%, or $4.0$38.6 million, to $361.6$592.1 million from $357.6$553.5 million in the secondthird quarter of 2012. This increase reflects a 5%7% increase in average in-park per capita spending and a 5%an 8%, or $1.7$4.4 million, increase in out-of park revenues, offset slightly by a decrease of 4% in combined attendance.and attendance that was comparable with the prior year period. The increase in per capita spending was the result of higher admissions pricing, improvements in our food and beverage programs, and the successful expansion of our in-park premium benefit offerings.offerings, and improvements in our food and beverage programs. The increase in out-of-park revenues was due to the strong performance of our resort properties. The decrease inExcluding the sale our two non-core water parks, attendance for the second quarter was the direct result of fewer operating days in the period, the shift of the Easter and Spring Break holidays to the first quarter of 2013, and unfavorable short-term weather trends.increased 2%, or 207,000 visits on a comparable park basis.

Operating costs and expenses for the quarter decreased 2%increased 4%, or $5.1$11.3 million, to $218.1$275.0 million from $223.2$263.7 million in the secondthird quarter of 2012, the net result of a $1.4$1.5 million decrease in cost of goods sold, a $5.0$7.0 million decreaseincrease in operating expenses and a $1.3$5.7 million increase in SG&A costs. As a percentage of net revenues, costs and expenses decreased 120 basis points, and was
in line with expectations. The decrease in cost of goods sold was primarily the result of successful cost-savings initiatives in food and beverage. The $5.0$7.0 million decreaseincrease in operating expenses was primarily due to lower employee-relateda $2.8 million increase in employee related costs, and maintenancea $1.6 million increase in operating supplies, and expenses.a $1.5 million increase in maintenance expense. The declineincrease in employee related costs was primarily due to the one less week of operations during the second quarter of 2013 compared with the second quarter of 2012, as well as reduced expenses related to the sale of one of our water parkshigher staffing levels, salary increases, and increases in November 2012. The decline in maintenancebenefit costs. Operating supplies wasincreased due to the timing of expenses due to the one less week in operations during the second quarter of 2013.premium benefit offerings and improved guest services. The $1.3$5.7 million increase in SG&A costs was due to increases in employee-related costs and agency advertising costs, offset somewhat by a decline in professional and administrative costs. The increase in SG&A employee-related expenses was due to improvementsan increase in staffing levels across the company,performance incentive awards due to strong 2013 operating results to date, as well as an increase in equity-related compensation due to unit price appreciation.staffing levels across the company. Advertising costs increased as a result of additional marketing efforts in the period.period, including our Customer Relationship Management platform.

Depreciation and amortization expense for the quarter decreased $1.9$2.7 million primarily due to several significant assets reaching the end of their depreciable lives at the end of 2012. For the third quarter of 2013, the gain on sale of other assets was $8.7 million, reflecting the gain on the sale of one of our non-core water parks. Loss on impairment/retirement of fixed assets for the current period was $1.6 million, reflecting losses on the retirement of assets across all of our parks. Loss on impairment/retirement of fixed assets during the quarter ended September 30, 2012 totaled $25.0 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income in the secondthird quarter of 2013 increased $10.1$62.1 million to $97.4$266.7 million from operating income of $87.3$204.6 million in the secondthird quarter of 2012.

41


 
Interest expense for the secondthird quarter of 2013 was $25.9$25.5 million, representing a $4.4$1.3 million decrease from the interest expense for the secondthird quarter of 2012. As mentioned in the six-monthnine-month discussion above, interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.


40


During the 2013 secondthird quarter, the net effect of our swaps resulted in a $2.3$1.4 million non-cash benefitcharge to earnings, compared to a non-cash benefit to earnings of $0.2 million in the secondthird quarter of 2012. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative portfolio. During the 2013 secondthird quarter, we also recognized a $14.9$8.6 million net chargebenefit to earnings for unrealized/realized foreign currency losses related to angains, which included a $8.5 million unrealized foreign currency lossgain on the U.S.-dollar denominated debt held at our Canadian property.

During the quarter, a provision for taxes of $11.7$58.0 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a provision for taxes of $11.4$51.9 million in the same period a year ago. After interest expense and the provision for taxes, net income for the quarter totaled $47.4$190.4 million, or $0.85$3.41 per diluted limited partner unit, compared with net income of $36.6$141.0 million, or $0.66$2.52 per diluted unit, for the secondthird quarter a year ago.

For the current quarter, Adjusted EBITDA increased to $144.1$318.4 million from $135.0$292.3 million for the fiscal secondthird quarter of 2012. The approximate $9.1$26.1 million increase in Adjusted EBITDA was primarily duelargely attributable to incremental revenues resulting primarily from higher average guest per capita spending, as well as increases in out-of-park revenues in the quarter. Adjusted EBITDA in the second quarter also benefited from a reduction in operating expenses in the period, due to one less week of operationsThese revenue increases were somewhat offset by higher costs associated with improving guest services and one less water park in operation.

expanding our marketing efforts.

Twelve Months Ended June 30,September 29, 2013 -

The fiscal twelve-month period ended June 30,September 29, 2013, consisted of a 52-week period and 2,2982,140 operating days compared with 53 weeks and 2,4922,416 operating days for the fiscal twelve-month period ended July 1,September 30, 2012. The difference in operating days was due primarily to anthe sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the extra week of operations in the twelve monthtwelve-month period ending July 1,September 30, 2012.

The following table presents key financial information for the twelve months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Twelve months ended Twelve months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,086,069
 $1,102,917
 $(16,848) (1.5)%
Operating costs and expenses 689,010
 700,446
 (11,436) (1.6)%
Depreciation and amortization 125,136
 130,416
 (5,280) (4.0)%
(Gain) on sale of other assets (6,625) 
 (6,625) N/M
Loss on impairment/retirement of fixed assets 31,735
 10,389
 21,346
 N/M
Operating income $246,813
 $261,666
 $(14,853) (5.7)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $404,590
 $411,007
 $(6,417) (1.6)%
Adjusted EBITDA margin 37.3% 37.3% 
  %
Attendance 23,248
 24,934
 (1,686) (6.8)%
Per capita spending $42.67
 $40.40
 $2.27
 5.6 %
Out-of-park revenues $119,611
 $124,394
 (4,783) (3.8)%
  Twelve months ended Twelve months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,124,700
 $1,084,094
 $40,606
 3.7 %
Operating costs and expenses 700,317
 701,915
 (1,598) (0.2)%
Depreciation and amortization 122,408
 127,191
 (4,783) (3.8)%
Gain on sale of other assets (15,368) 
 (15,368) N/M
Loss on impairment/retirement of fixed assets 8,372
 34,509
 (26,137) N/M
Operating income $308,971
 $220,479
 $88,492
 40.1 %
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $430,663
 $393,612
 $37,051
 9.4 %
Adjusted EBITDA margin 38.3% 36.3% 
 2.0 %
Attendance 23,263
 23,961
 (698) (2.9)%
Per capita spending $44.13
 $41.44
 $2.69
 6.5 %
Out-of-park revenues $124,041
 $119,460
 4,581
 3.8 %

Net revenues totaled $1,086.11,124.7 million for the twelve months ended June 30,September 29, 2013, decreasingincreasing $16.840.6 million, from $1,102.91,084.1 million for the trailing twelve months ended July 1,September 30, 2012. The 2% decrease4% increase in revenues for the twelve-month period was primarily due to the extra week of operationsdriven by a 7% increase in the prior year's twelve month period. For the current twelve month period,average in-park guest per capita spending, increased 6%, onthe result of a stronger admissions per capita spendingcap and improved pure in-park spending. The increase in pure in-park spending which was driven largely byin large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased between

42


years due primarily to the extra week of operations in the twelve-month period ended July 1, 2012.September 30, 2012, as well as the sale of two non-core water parks during the current year period. Out-of-park revenues increased $4.6 million primarily due to an increase in processing fees as part of our expansion of ticketing options. The decreaseincrease in net revenues for the twelve months ended June 30,September 29, 2013 also reflects the negative impact of currency exchange rates and the weakening Canadian dollar on our Canadian operations (approximately $3.7$3.2 million) during the period.


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Operating costs and expenses decreased $11.4$1.6 million, or 2%less than 1%, to $689.0$700.3 million, in large part due to one less week of operations in the current twelve-month period, and were in line with expectations. The decrease in costs and expenses reflects a $2.8$2.9 million decrease in cost of goods sold and a $6.4$1.2 million decrease in operating expenses, anddue primarily to the one less week in the period. These year-over-year cost decreases were partially offset by a $2.2 decrease$2.6 million increase in SG&A costs. The increase in SG&A costs reflects a $2.8 million increase in employment-related costs related to higher staffing levels and incentive compensation plans tied to company performance and a $3.0 million increase in advertising costs related to the transition to a new advertising agency, somewhat offset by a $2.6 decrease in professional and administrative costs, the result of reductions in litigation expenses and consulting fees in the period. The overall decrease in costs and expenses also reflects the impact of exchange rates on our Canadian operations ($0.61.0 million) during the period.

For the twelve-month period ending September 29, 2013, the gain on sale of other assets was $15.4 million, reflecting the gain on the sale of two non-core water parks during the period. Loss on impairment/retirement of fixed assets net,for the period was $8.4 million, due to the removal of a ride to enhance a section of one of our parks, as well as retirements of assets across all of our properties. Loss on impairment/retirement of fixed assets during the period ended September 30, 2012 totaled $31.7$34.5 million, which reflectsreflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom along with losses on other retirements. During the twelve-month period ended June 30, 2013, two non-core assets were sold at gains totaling $6.6 million. During the twelve-month period ended July 1, 2012, aand an $8.8 million charge of $10.4 million for the retirement of fixed assets was recorded,an asset which includes the retirement of the asset asis further described in Note 11 to the financial statements.

Depreciation and amortization expense for the period decreased $5.3$4.8 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of 2012. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period decreased $14.9increased $88.5 million to $246.8$309.0 million from $261.7$220.5 million.

Interest expense for the twelve months ended June 30,September 29, 2013 decreased $25.7$12.5 million to $105.2$103.9 million, from $130.9$116.4 million for the same twelve-month period a year ago. The reductiondecrease in interest expense was primarily attributablereflects a decrease in revolver interest in the period due to an approximate 300 basis point (bps) declinelower borrowings and a lower average cost resulting from the March 2013 refinancing, a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our effective interest rate,prior credit agreement, and the result of lower fixed rates on London InterBank Offered Rate (LIBOR) within our interest-rate swap contracts. Additionally during the current period, the average outstanding balanceimpact of the revolver, as well assettlement of our Canadian cross-currency swaps in the average borrowing rate on the revolver, both declined resulting in lower interest expense.first quarter of 2012.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a charge to earnings of $6.6$8.1 million compared to a benefit to earnings of $14.7$10.9 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI and write-off of amounts related to de-designated swaps, which were offset by gains from marking the ineffective and de-designated swaps to market and foreign currency gains related to the U.S.-dollar denominated Canadian term loan in the current period. During the current period, we also recognized a $13.7$20.2 million charge to earnings for unrealized/realized foreign currency losses, which included a $13.9$19.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of $17.9$24.0 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of $13.8$27.9 million in twelve-month period ended July 1, 2012 for the tax attributes of our corporate subsidiaries and PTP taxes.September 30, 2012.

After interest expense and provision for taxes, net income for the period totaled $69.0$118.4 million, or $1.24$2.12 per diluted limited partner unit, compared with net income of $117.1$105.9 million, or $2.10$1.89 per diluted unit, a year ago.

As discussed above, the current twelve-monthtrailing-twelve-month results include one less week of operations due to the timing of the secondthird quarter fiscal close. Comparing the twelve-month periods for both 2013 and 2012 on a comparable 52-week basis, net revenues would be up approximately $37.3$55.1 million, or 4%5%, on increases in both average in-park guest per capita spending and out-of- parkout-of-park revenues, partially offset by a slight decline in attendance. The increase in average in-park guest per capita spending is primarily due to a higher admissions per capita spendingcap and improved pure in-park spending, which was driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Out-of-park revenues would have increased $0.7$6.3 million primarily due to an increase in transaction fees from on-line ticket sales. Attendance for the comparable period would have decreased 404,000351,000 visits, primarily due to soft attendance during the fourth quarter of 2012 compared with the fourth quarter of 2011.


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On a comparable 52-week basis, operating costs and expenses would have increased approximately $10.1$9.1 million, the net result of a $1.7$1.9 million increasedecrease in cost of goods sold, a $7.4$6.2 million increase in operating expenses and a $1.0$4.8 million increase in SG&A costs. The increase in operating expenses was primarily attributable to an increase in employment-related expenses of $7.0$3.3 million, a $4.7$3.9 million increase in operating supply costs, a $1.9 million increase in property and other non-income taxes, and a $1.4$1.6 million increase in utility costs. Somewhat offsetting these operating-expense increases were decreases in maintenance expenses of $5.0$3.5 million and insurance expenses of $3.3$1.6 million. The increase in employment-related costs was largely due to higher benefit costs and increased seasonal labor hours resulting from expanded operating hours at several parks, the introduction of additional attractions and enhanced guest services at our parks. Operating supply costssupplies increased due largely to the introduction of new extra-charge attractions and incremental expenses related to our expanded premium benefit offerings. Property taxes increased due to the timing

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of the receipt of a refund at one of our parks in the trailing-twelve-month period ended July 1, 2012, while utilityUtility costs increased primarily due to rate increases and the addition of new rides and attractions at the parks. The increase in SG&A costs for the period reflects a $3.1$3.4 million increase in employment-related costs due to higher staffing levels and bonusincentive compensation plans tied to company performance, and a $1.9$4.0 million increase in advertising costs related to the transition to a new advertising agency, and a $1.3 million increase in operating supplies, largely related to the expansion of our e-commerce platform.agency. Somewhat offsetting these SG&A cost increases was a $4.6$2.5 million decrease in professional and administrative costs primarily due to reductions in litigation expenses and consulting fees in the period.

Adjusted EBITDA for the twelve-month period ended June 30,September 29, 2013, decreased $6.4increased $37.1 million, or 2%9%, to $404.6$430.7 million. This decrease was due to the one fewer operating week in the current twelve-month period. On a same-week basis, Adjusted EBITDA for the twelve-month period would have increased approximately $26.1$40.9 million, or 7%11%. On a same-week basis, our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased 120190 bps to 37.3%38.3% from 36.1%36.4% for the twelve-month period ended June 30,September 29, 2013, primarily due to an increase in revenues resulting from the continued success of high-margin revenues initiatives as our new premium guest benefit offerings and theour admission pricing, program combined with continued focus on controlling operating costs.

JulyOctober 2013 -

Based on preliminary results, through August 4, 2013, net revenues through November 3, 2013 were approximately $712$1,104 million, up 5%6%, or $36$65 million, compared with $676$1,039 million for the same period last year. The increase was athe result of an approximate 5%6%, or $2.24,$2.31, increase in average in-park guest per capita spending to $43.47,a record $44.33, and aan approximate 7%, or $5$8 million increase, in out-of-park revenues to $78$117 million. These increases were slightly offset by a less than one percent, or 52,000-visit, decreaseAlso contributing to revenue growth was an increase in attendance to 15.0 million visits.of 100,000 visits, compared with last year. Excluding the sale of two water park sold in 2012,parks, attendance was up 1%2%, or 75,000334,000 visits, when compared with this time last year.to a record 22.7 million visits on a comparable park basis.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the secondthird quarter of 2013 in sound condition. The negative working capital ratio (current liabilitiesassets divided by current assets)liabilities) of 1.21.5 at June 30,September 29, 2013 reflects the impact of our seasonal business. Cash, receivablesReceivables, inventories, and inventoriespayables are at normal seasonal levels and credit facilities arelevels.
Operating Activities
During the nine-month period ended September 29, 2013, net cash provided by operating activities increased $40.2 million from the same period a year ago, primarily due to the year-over-year growth in placerevenues.
For the twelve-month period ended September 29, 2013 net cash provided by operating activities increased $52.3 million from the same period a year ago, also reflective of the year-over-year growth in revenues.
Investing Activities
Net cash used in investing activities in the first nine months of 2013 was $82.2 million, an increase of $7.6 million compared with the nine month period ended September 30, 2012. Within investing activities, capital expenditures increased $21.7 million. During the current period, $15.3 million was received for the sale of a non-core waterpark.
Net cash used in investing activities for the trailing-twelve-month period ended September 29, 2013 totaled $86.6 million compared with $91.9 million for the same period a year ago. The decrease reflects the receipt of $30.2 million from the sale of two non-core water parks during the period, offset somewhat by a $23.6 million increase in capital expenditures.
Financing Activities
Net cash used in financing activities in the first nine months of 2013 was $130.1 million, a decrease of $12.3 million compared with the nine-month period ended September 30, 2012. The decrease was due to funda one-time cash cost of $50.5 million to settle our Canadian derivative in the first quarter of 2012, offset somewhat by an increase in distributions paid in the current liabilities.year of $37.9 million.
Net cash used in financing activities in the trailing-twelve-month period ended September 29, 2013 totaled $150.6 million, a decrease of $31.2 million compared with the twelve-month period ended September 30, 2012. The decrease was due to the $50.5

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million Canadian derivative settlement in 2012, offset somewhat by an increase in distributions paid of $21.4 million in the current twelve-month period.
In July 2010, we issued $405 million of 9.125% senior unsecured notes, maturing in 2018, in a private placement, including $5.6 million of Original Issue Discount (OID) to yield 9.375%. Concurrently with this offering, we entered into a new $1,435 million credit agreement (the "2010 Credit Agreement"), which included a $1,175 million senior secured term loan facility and a $260 million senior secured revolving credit facility. The net proceeds from the offering of the notes, along with borrowings under the 2010 Credit Agreement, were used to repay in full all amounts outstanding under our previous credit facilities.

In February 2011, we amended the 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") and extended the maturity date of the U.S. term loan portion of the credit facilities by one year. Under the Amended 2010 Credit Agreement, the extended U.S. term loan was scheduled to mature in December of 2017 and bore interest at a rate of LIBOR plus 300 bps, with a LIBOR floor of 100 bps.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013,we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

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letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.4 million of fixed-rate debt (including OID), $58.0 million outstanding borrowings under our revolving credit facility, and cash on hand of $43.6 million. After letters of credit, which totaled $16.4 million at June 30, 2013, we had $180.6 million of available borrowings under the revolving credit facility under the 2013 Credit Agreement.
Our $405 million of senior unsecured notes require semi-annual interest payments in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.
In February 2011, we amended our 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") to provide a $1,175 million senior secured term loan facility with interest at a rate of LIBOR plus 300 bps along with a LIBOR floor of 100 bps. The amendment extended the maturity date of the term loan portion of the credit facilities to December 2018.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013, we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Our $500 million of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%.

Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the Amended 2010 Credit Agreement. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. The Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.6 million of fixed-rate debt (including OID), no outstanding borrowings under our revolving credit facility, and cash on hand of $183.5 million. After letters of credit, which totaled $16.4 million at September 29, 2013, we had $238.6 million of available borrowings under the revolving credit facility.
In order to maintainlock in fixed interest costs on a portion of our domestic term debt, in September 2010 we entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, we determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of $7.2 million recorded in AOCI through the date of de-designation are being amortized through December 2015.
In March 2011, we entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to earnings and

45


recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.
In May 2011, we entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.
As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, and accordingly, the May 2011 swaps are now over hedged. On March 4, 2013, we entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The September 2010 swaps, the March 2011 swaps, and the March 2013 swapsCombination Swaps were jointly designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.33%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million, which will be amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.
During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%. In October 2013, the Partnership entered into an additional forward-starting interest rate swap agreement ("October 2013 swaps") that will effectively convert $100 million of variable-rate debt to a 2.70% fixed rate beginning in December of 2015.
At June 30,September 29, 2013, the fair market value of the September 2010 swaps, the March 2011 swaps and the March 2013 swapsderivative portfolio was a liability of $20.131.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet. The May 2011 swaps had a fair market value of $6.7 million as of June 30, 2013 and was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

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The following table presents our September 20102013 forwards and the October 2013 swaps March 2011 swaps,which mature in December 2018, and the Combination Swaps and May 2011 swaps, and March 2013 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 2.27% 50,000
 2.54%
 75,000
 2.30% 30,000
 2.54%
 50,000
 2.29% 70,000
 2.54%
 150,000
 2.43% 50,000
 2.54%
 50,000
 2.29%    
 50,000
 2.43%    
 25,000
 2.30%    
Total $'s / Average Rate$600,000
 2.33% $200,000
 2.54%
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 3.00% $200,000
 2.27%
 100,000
 3.00% 150,000
 2.43%
 100,000
 3.00% 75,000
 2.30%
 100,000
 2.70% 70,000
 2.54%
     50,000
 2.54%
     50,000
 2.54%
     50,000
 2.43%
     50,000
 2.29%
     50,000
 2.29%
     30,000
 2.54%
     25,000
 2.30%
Total $'s / Average Rate$500,000
 2.94% $800,000
 2.38%


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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

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give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

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As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

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as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

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ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  CEDAR FAIR, L.P. 
  (Registrant) 
    
  By Cedar Fair Management, Inc. 
  General Partner 
   
Date:August 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

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INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

5052
s / Average Rate$600,000
 2.33% $200,000
 2.54%$400,000
 3.00% $800,000
 2.38%
 

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $
 $(2,866) Interest Expense $
 $(3,221) Net effect of swaps $3,268
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Three months ended Three months ended   Three months ended Three months ended   Three months ended Three months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(5,483) $438
 Interest Expense $
 $(2,990) Net effect of swaps $
 $
                 

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(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   6/30/13 7/1/12
Interest rate swaps (1)
 Net effect of swaps 992
 
    $992
 $
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Three months ended Three months ended
   9/29/13 9/30/12
Interest rate swaps (1)
 Net effect of swaps 609
 
    $609
 $
       
(1)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

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During the quarter ended June 30,September 29, 2013, in addition to gains of $3.3 million and $1.00.6 million recognized in income on the ineffective portion of derivatives and on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a benefitcharge to earnings of $2.31.4 million recorded in “Net effect of swaps.”

For the three-month period ended July 1,September 30, 2012, $0.2 million of expenseincome representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of $0.2 million recorded in “Net effect of swaps.”


Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the six-monthnine-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
 
(In thousands): Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Six months ended Six months ended   Six months ended Six months ended   Six months ended Six months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $2,266
 $(2,746) Interest Expense $(2,797) $(6,014) Net effect of swaps $3,703
 $
                 
(In thousands) Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion) 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Nine months ended Nine months ended   Nine months ended Nine months ended   Nine months ended Nine months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(3,217) $(2,308) Interest Expense $(2,797) $(9,004) Net effect of swaps $3,703
 $
                 
(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Six months ended Six months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps (479) 
    $(479) $1,279
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
   Nine months ended Nine months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps $
 $(4,999)
Foreign currency swaps 
 Net effect of swaps 
 6,278
Interest rate swaps (2)
 Net effect of swaps 130
 
    $130
 $1,279
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
During the six-monthnine-month period ended June 30,September 29, 2013, in addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.34.3 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter.period. The effect of these amounts resulted in a charge to earnings of $6.98.3 million recorded in “Net effect of swaps.”

For the six-monthnine-month period ended July 1,September 30, 2012, in addition to the $1.3 million gain recognized in income on the ineffective portion of derivatives noted in the tables above, $0.40.2 million of expense representing the amortization of amounts in AOCI for the swaps and $0.2 million of foreign currency gain in the quarterperiod related to the U.S. dollar denominated Canadian term loan were

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recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of $1.11.3 million recorded in “Net effect of swaps.”









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Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012:
(In thousands): 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 6/30/13 7/1/12   6/30/13 7/1/12   6/30/13 7/1/12
Interest rate swaps $5,152
 $(18,396) Interest Expense $(8,810) $(9,037) Net effect of swaps $3,703
 $20,193
                 
(In thousands) 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 Twelve months ended Twelve months ended   Twelve months ended Twelve months ended   Twelve months ended Twelve months ended
 9/29/13 9/30/12   9/29/13 9/30/12   9/29/13 9/30/12
Interest rate swaps $(769) $(873) Interest Expense $(5,820) $(12,027) Net effect of swaps $3,703
 $4,797
                 

(In thousands): 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   6/30/13 7/1/12
Cross-currency swaps (1)
 Net effect of swaps 
 9,139
Foreign currency swaps Net effect of swaps 
 (3,081)
Interest rate swaps (2)
 Net effect of swaps $(479) $
    $(479) $6,058
       
(In thousands) 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
   Twelve months ended Twelve months ended
   9/29/13 9/30/12
Cross-currency swaps (1)
 Net effect of swaps 
 (4,483)
Foreign currency swaps Net effect of swaps 
 10,129
Interest rate swaps (2)
 Net effect of swaps $130
 $
    $130
 $5,646
       
(1)The cross-currency swaps became ineffective and were de-designated in August 2009.
(2)The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.
In addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.50.1 million lossgain recognized in income on the ineffective portion of derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $2.04.1 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended June 30,September 29, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of $6.68.1 million recorded in “Net effect of swaps.”
For the twelve monthtwelve-month period ending July 1,September 30, 2012, in addition to the $20.24.8 million gain recognized in income on the ineffective portion of derivatives designated as derivatives and $6.15.6 million of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above, $11.30.1 million of expenseincome representing the amortization of amounts in AOCI for the swaps and a $0.30.4 million foreign currency lossgain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended July 1,September 30, 2012 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $14.710.9 million recorded in “Net effect of swaps.”
The amounts reclassified from AOCI into income for the periods noted above are primarily the result of the Partnership’s initial three-year requirement to swap at least 75% of its aggregate term debt to fixed rates under the terms of the Amended 2010 Credit Agreement.
 

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


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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 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 on a recurring basis:
  Total Level 1 Level 2 Level 3
June 30, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(20,122) $
 $(20,122) $
Interest rate swap agreements (2)
 (6,650) 
 (6,650) 
Net derivative liability $(26,772) $
 $(26,772) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
July 1, 2012        
Interest rate swap agreements (1)
 $(35,146) $
 $(35,146) $
Net derivative liability $(35,146) $
 $(35,146) $
  Total Level 1 Level 2 Level 3
September 29, 2013        
(In thousands)        
Interest rate swap agreements (1)
 $(5,483) $
 $(5,483) $
Interest rate swap agreements (2)
 (26,163) 
 (26,163) 
Net derivative liability $(31,646) $
 $(31,646) $
         
December 31, 2012        
Interest rate swap agreements (1)
 $(32,260) $
 $(32,260) $
Net derivative liability $(32,260) $
 $(32,260) $
         
September 30, 2012        
Interest rate swap agreements (1)
 $(34,708) $
 $(34,708) $
Net derivative liability $(34,708) $
 $(34,708) $
(1)Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet
(2)Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.70.9 million as of June 30,September 29, 2013.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.
There were no assets measured at fair value on a non-recurring basis at June 30,September 29, 2013 or July 1,September 30, 2012, except for as described below.
At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million during the quarter.
The fair value of term debt at June 30,September 29, 2013 was approximately $630.0627.6 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at June 30,September 29, 2013 was approximately $913.2922.0 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.


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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 endedTwelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/20126/30/2013 7/1/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,484
 55,481
 55,464
 55,433
55,446
 55,389
Effect of dilutive units:           
Unit options and restricted unit awards 152
 2
 
 
84
 3
Phantom units 186
 335
 
 
261
 452
Diluted weighted average units outstanding 55,822
 55,818
 55,464
 55,433
55,791
 55,844
Net income (loss) per unit - basic $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.11
Net income (loss) per unit - diluted $0.85
 $0.66
 $(1.11) $(0.52)$1.24
 $2.10
            
  Three months ended Nine months endedTwelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/20129/29/2013 9/30/2012
  (In thousands except per unit amounts)
Basic weighted average units outstanding 55,485
 55,611
 55,472
 55,473
55,460
 55,440
Effect of dilutive units:           
Unit options and restricted unit awards 189
 45
 146
 42
120
 31
Phantom units 189
 336
 185
 333
224
 416
Diluted weighted average units outstanding 55,863
 55,992
 55,803
 55,848
55,804
 55,887
Net income per unit - basic $3.43
 $2.54
 $2.32
 $2.02
$2.13
 $1.91
Net income per unit - diluted $3.41
 $2.52
 $2.31
 $2.01
$2.12
 $1.89
            
The effect of unit options on the three, sixnine and twelve months ended June 30,September 29, 2013, had they not been out of the money or antidilutive, would have been zero, 8,9007,000, and 8,5004,000 units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the three, sixnine and twelve months ended July 1,September 30, 2012, had they not been out of the money or antidilutive, would have been 66,000, 31,00034,000 and 41,50036,000 units, respectively.
 
(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the secondthird quarter of 2013 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

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

(11) Restatement:

We haveThe Partnership has made the following correction relating to ourits use of the composite depreciation method.

This correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and twelve monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from ourthe Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with respondinga response to an SEC comment letter. WeThe Partnership ultimately concluded that such disposition was unusual and that an $8.8 million charge should be reflected in the 2011 financial statements.







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The tables below reflect the impact on the financial statements of the correction as described above.

Balance Sheet 
(In thousands)7/1/2012
Accumulated depreciation 
As filed$(1,111,530)
Correction(8,369)
As restated$(1,119,899)
Total assets 
As filed$2,141,898
Correction(8,369)
As restated$2,133,529
Deferred Tax Liability 
As filed$137,288
Correction(3,180)
As restated$134,108
Limited Partners' Equity 
As filed$93,946
Correction(5,189)
As restated$88,757
Balance Sheet 
(In thousands)9/30/2012
Accumulated depreciation 
As filed$(1,175,744)
Correction(7,845)
As restated$(1,183,589)
Total assets 
As filed$2,089,837
Correction(7,845)
As restated$2,081,992
Deferred Tax Liability 
As filed$143,094
Correction(2,981)
As restated$140,113
Limited Partners' Equity 
As filed$212,797
Correction(4,864)
As restated$207,933








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Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Six months ended Twelve months ended
  7/1/2012 7/1/2012 7/1/2012
Depreciation and amortization      
As filed $48,330
 $52,409
 $130,837
Correction (421) (421) (421)
As restated $47,909
 $51,988
 $130,416
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $(862) $(770) $1,599
Correction 
 
 8,790
As restated $(862) $(770) $10,389
Income (loss) before tax      
As filed $47,543
 $(39,411) $139,267
Correction 421
 421
 (8,369)
As restated $47,964
 $(38,990) $130,898
Provision (benefit) for taxes     
As filed $11,221
 $(10,318) $16,970
Correction 160
 160
 (3,180)
As restated $11,381
 $(10,158) $13,790
Net income (loss)     
As filed $36,322
 $(29,093) $122,297
Correction 261
 261
 (5,189)
As restated $36,583
 $(28,832) $117,108
       
Basic earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.21
Correction 0.01
 
 (0.10)
As restated $0.66
 $(0.52) $2.11
       
Diluted earnings per limited partner unit:     
As filed $0.65
 $(0.52) $2.19
Correction 0.01
 
 (0.09)
As restated $0.66
 $(0.52) $2.10
Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts) Three months ended Nine months ended Twelve months ended
  9/30/2012 9/30/2012 9/30/2012
Depreciation and amortization      
As filed $60,747
 $113,156
 $128,136
Correction (524) (945) (945)
As restated $60,223
 $112,211
 $127,191
Loss (gain) on impairment / retirement of fixed assets, net      
As filed $25,000
 $24,230
 $25,719
Correction 
 
 8,790
As restated $25,000
 $24,230
 $34,509
Income (loss) before tax      
As filed $192,401
 $152,990
 $141,606
Correction 524
 945
 (7,845)
As restated $192,925
 $153,935
 $133,761
Provision (benefit) for taxes     
As filed $51,713
 $41,395
 $30,839
Correction 199
 359
 (2,981)
As restated $51,912
 $41,754
 $27,858
Net income (loss)     
As filed $140,688
 $111,595
 $110,767
Correction 325
 586
 (4,864)
As restated $141,013
 $112,181
 $105,903
       
Basic earnings per limited partner unit:     
As filed $2.53
 $2.01
 $2.00
Correction 0.01
 0.01
 (0.09)
As restated $2.54
 $2.02
 $1.91
       
Diluted earnings per limited partner unit:     
As filed $2.51
 $2.00
 $1.98
Correction 0.01
 0.01
 (0.09)
As restated $2.52
 $2.01
 $1.89




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

The following tables reflect the changes in Accumulated other comprehensive income (loss)Other Comprehensive Income (Loss) related to limited partners' equity for the periodthree-, nine-, and twelve-month periods ended June 30,September 29, 2013:

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)       
   Gains and    
   Losses on Foreign  
   Cash Flow Currency  
   Hedges Items Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
 Other comprehensive      
 income before      
 reclassifications 1,940
 1,893
 3,833
        
 Amounts reclassified      
 from accumulated      
 other comprehensive      
 
income (2)
 8,624
 
 8,624
        
Net current-period other      
comprehensive income 10,564
 1,893
 12,457
        
June 30, 2013 $(15,185) $(858) $(16,043)
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at June 30, 2013 $(15,185) $(858) $(16,043)
        
Other comprehensive income before reclassifications (4,440) (699) (5,139)
        
Amounts reclassified from accumulated other comprehensive income (2)
 1,679
 
 1,679
        
Net current-period other comprehensive income (2,761) (699) (3,460)
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)       
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges      
 Interest rate contracts $10,160
  Net effect of swaps
   $10,160
  Total before tax
   (1,536)  Provision (benefit) for taxes
   $8,624
  Net of tax
 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at December 31, 2012 $(25,749) $(2,751) $(28,500)
        
Other comprehensive income before reclassifications (2,500) 1,194
 (1,306)
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,303
 
 10,303
        
Net current-period other comprehensive income 7,803
 1,194
 8,997
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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


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Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)      
   Gains and Losses    
   on Cash Flow Hedges Foreign Currency Items  
       Total
Balance at September 30, 2012 $(27,686) $(4,371) $(32,057)
        
Other comprehensive income before reclassifications (416) 2,814
 2,398
        
Amounts reclassified from accumulated other comprehensive income (2)
 10,156
 
 10,156
        
Net current-period other comprehensive income 9,740
 2,814
 12,554
        
September 29, 2013 $(17,946) $(1,557) $(19,503)

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

Reclassifications Out of Accumulated Other Comprehensive Income (1)
(In thousands)          
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges 3 months ended 9/29/13 9 months ended 9/29/13 12 months ended 9/29/13   
 Interest rate contracts $1,986
 $12,146
 $11,972
 Net effect of swaps
   $1,986
 $12,146
 $11,972
 Total before tax
   (307) (1,843) (1,816) Provision (benefit) for taxes
   $1,679
 $10,303
 $10,156
 Net of tax

(1) Amounts in parentheses indicate debits.

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(13) Consolidating Financial Information of Guarantors and Issuers:

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

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of June 30,September 29, 2013, December 31, 2012, and July 1,September 30, 2012 and for the three, sixnine and twelve month periods ended June 30,September 29, 2013 and July 1,September 30, 2012. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, we havethe Partnership has included the accompanying condensed consolidating financial statements.

Since Cedar Fair, L.P., Cedar Canada and Magnum are co-issuers of the notes and co-borrowers under the 2013 Credit Agreement, all outstanding debt has been equally reflected within each co-issuer's June 30,September 29, 2013, December 31, 2012 and July 1,September 30, 2012 balance sheets in the accompanying condensed consolidating financial statements.

The consolidating financial information has been corrected for the information described in Note 11.
  

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CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $
 $
 $21,745
 $27,904
 $(6,021) $43,628
Receivables 2,960
 89,760
 86,590
 517,925
 (630,036) 67,199
Inventories 
 4,639
 4,182
 36,631
 
 45,452
Current deferred tax asset 
 23,822
 816
 3,664
 
 28,302
Prepaid advertising 
 9,181
 1,579
 5,854
 
 16,614
Other current assets 620
 2,259
 487
 13,908
 
 17,274
  3,580
 129,661
 115,399
 605,886
 (636,057) 218,469
Property and Equipment (net) 463,783
 994
 250,249
 835,875
 
 1,550,901
Investment in Park 447,080
 735,017
 129,942
 38,992
 (1,351,031) 
Goodwill 9,061
 
 119,201
 111,218
 
 239,480
Other Intangibles, net 
 
 16,880
 22,839
 
 39,719
Deferred Tax Asset 
 34,028
 
 90
 (34,118) 
Intercompany Receivable 874,125
 1,123,159
 1,165,828
 
 (3,163,112) 
Other Assets 13,605
 9,382
 7,112
 2,227
 
 32,326
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 155,522
 208,924
 7,971
 285,379
 (623,457) 34,339
Deferred revenue 
 
 18,719
 113,646
 
 132,365
Accrued interest 5,189
 3,563
 15,192
 
 
 23,944
Accrued taxes 6,534
 458
 181
 2,848
 
 10,021
Accrued salaries, wages and benefits 1
 18,642
 2,153
 9,100
 
 29,896
Self-insurance reserves 
 5,535
 1,727
 17,330
 
 24,592
Other accrued liabilities 860
 4,421
 715
 2,793
 
 8,789
  174,406
 247,843
 52,958
 431,096
 (636,057) 270,246
Deferred Tax Liability 
 
 61,544
 126,866
 (34,118) 154,292
Derivative Liability 16,039
 10,733
 
 
 
 26,772
Other Liabilities 
 5,296
 
 3,500
 
 8,796
Long-Term Debt:            
Revolving credit loans 58,000
 58,000
 58,000
 
 (116,000) 58,000
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,431
 901,431
 901,431
 
 (1,802,862) 901,431
  1,581,556
 1,581,556
 1,581,556
 
 (3,163,112) 1,581,556
             
Equity 39,233
 186,813
 108,553
 1,055,665
 (1,351,031) 39,233
  $1,811,234
 $2,032,241
 $1,804,611
 $1,617,127
 $(5,184,318) $2,080,895


23

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
Receivables 12
 124,478
 70,303
 589,797
 (742,056) 42,534
Inventories 
 1,578
 2,090
 25,648
 
 29,316
Current deferred tax asset 
 3,708
 816
 3,661
 
 8,185
Income tax refundable 
 
 662
 
 
 662
Other current assets 995
 3,558
 613
 3,798
 
 8,964
  134,007
 135,615
 110,671
 634,906
 (742,056) 273,143
Property and Equipment (net) 450,205
 985
 248,484
 815,000
 
 1,514,674
Investment in Park 548,241
 824,356
 143,548
 81,719
 (1,597,864) 
Goodwill 9,061
 
 121,657
 111,218
 
 241,936
Other Intangibles, net 
 
 17,228
 22,797
 
 40,025
Deferred Tax Asset 
 30,316
 
 90
 (30,406) 
Intercompany Receivable 877,010
 1,069,069
 1,113,983
 
 (3,060,062) 
Other Assets 13,196
 9,031
 6,902
 2,140
 
 31,269
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $6,300
 $6,300
 $6,300
 $
 $(12,600) $6,300
Accounts payable 281,983
 159,781
 7,802
 314,367
 (742,056) 21,877
Deferred revenue 
 
 1,951
 35,676
 
 37,627
Accrued interest 2,677
 1,593
 5,983
 
 
 10,253
Accrued taxes 5,413
 29,386
 
 4,594
 
 39,393
Accrued salaries, wages and benefits 1
 27,622
 2,154
 9,844
 
 39,621
Self-insurance reserves 
 5,545
 1,896
 16,647
 
 24,088
Other accrued liabilities 991
 4,077
 694
 1,856
 
 7,618
  297,365
 234,304
 26,780
 382,984
 (754,656) 186,777
Deferred Tax Liability 
 
 61,143
 126,866
 (30,406) 157,603
Derivative Liability 18,407
 13,239
 
 
 
 31,646
Other Liabilities 
 5,573
 
 3,500
 
 9,073
Long-Term Debt:            
Term debt 622,125
 622,125
 622,125
 
 (1,244,250) 622,125
Notes 901,606
 901,606
 901,606
 
 (1,803,212) 901,606
  1,523,731
 1,523,731
 1,523,731
 
 (3,047,462) 1,523,731
             
Equity 192,217
 292,525
 150,819
 1,154,520
 (1,597,864) 192,217
  $2,031,720
 $2,069,372
 $1,762,473
 $1,667,870
 $(5,430,388) $2,101,047


24

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2012
(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 $25,000
 $444
 $50,173
 $3,213
 $
 $78,830
Receivables 4
 101,093
 71,099
 498,555
 (652,559) 18,192
Inventories 
 1,724
 2,352
 23,764
 
 27,840
Current deferred tax asset 
 3,705
 816
 3,663
 
 8,184
Other current assets 563
 17,858
 530
 5,490
 (16,381) 8,060
  25,567
 124,824
 124,970
 534,685
 (668,940) 141,106
Property and Equipment (net) 439,506
 1,013
 268,157
 835,596
 
 1,544,272
Investment in Park 485,136
 772,183
 115,401
 53,790
 (1,426,510) 
Goodwill 9,061
 
 125,942
 111,218
 
 246,221
Other Intangibles, net 
 
 17,835
 22,817
 
 40,652
Deferred Tax Asset 
 36,443
 
 90
 (36,533) 
Intercompany Receivable 877,612
 1,070,125
 1,116,623
 
 (3,064,360) 
Other Assets 22,048
 14,832
 8,419
 2,315
 
 47,614
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $147,264
 $213,279
 $16,101
 $286,649
 $(652,559) $10,734
Deferred revenue 
 
 4,996
 34,489
 
 39,485
Accrued interest 98
 64
 15,350
 
 
 15,512
Accrued taxes 4,518
 
 6,239
 23,437
 (16,381) 17,813
Accrued salaries, wages and benefits 
 17,932
 1,214
 5,690
 
 24,836
Self-insurance reserves 
 5,528
 1,754
 16,624
 
 23,906
Other accrued liabilities 1,110
 2,502
 140
 2,164
 
 5,916
  152,990
 239,305
 45,794
 369,053
 (668,940) 138,202
Deferred Tax Liability 
 
 63,460
 126,865
 (36,533) 153,792
Derivative Liability 19,309
 12,951
 
 
 
 32,260
Other Liabilities 
 5,480
 
 3,500
 
 8,980
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 401,080
 401,080
 401,080
 
 (802,160) 401,080
  1,532,180
 1,532,180
 1,532,180
 
 (3,064,360) 1,532,180
             
Equity 154,451
 229,504
 135,913
 1,061,093
 (1,426,510) 154,451
  $1,858,930
 $2,019,420
 $1,777,347
 $1,560,511
 $(5,196,343) $2,019,865

24

Table of Contents

CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING BALANCE SHEET
July 1, 2012 (As restated)
(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 $
 $
 $13,974
 $27,476
 $(5,521) $35,929
Receivables 
 71,210
 64,931
 436,324
 (529,512) 42,953
Inventories 
 4,861
 4,663
 41,712
 
 51,236
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Prepaid advertising 
 10,181
 596
 5,473
 
 16,250
Income tax refundable 
 
 10,083
 
 
 10,083
Other current assets 800
 2,971
 908
 4,660
 
 9,339
  800
 95,462
 95,927
 518,979
 (535,033) 176,135
Property and Equipment (net) 465,146
 1,025
 272,511
 882,682
 
 1,621,364
Investment in Park 471,253
 701,181
 114,053
 21,834
 (1,308,321) 
Intercompany Note Receivable 
 86,362
 
 
 (86,362) 
Goodwill 9,061
 
 122,960
 111,218
 
 243,239
Other Intangibles, net 
 
 17,412
 22,837
 
 40,249
Deferred Tax Asset 
 43,471
 
 
 (43,471) 
Intercompany Receivable 880,971
 1,186,016
 1,236,507
 
 (3,303,494) 
Other Assets 24,678
 16,454
 9,010
 2,400
 
 52,542
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $108,234
 $233,508
 $14,320
 $217,263
 $(535,033) $38,292
Deferred revenue 
 
 19,946
 88,521
 
 108,467
Accrued interest 481
 195
 15,353
 
 
 16,029
Accrued taxes 7,083
 571
 59
 3,027
 
 10,740
Accrued salaries, wages and benefits 1
 26,108
 2,410
 9,190
 
 37,709
Self-insurance reserves 
 4,280
 1,771
 17,147
 
 23,198
Other accrued liabilities 953
 4,489
 935
 2,275
 
 8,652
  116,752
 269,151
 54,794
 337,423
 (535,033) 243,087
Deferred Tax Liability 
 
 58,162
 119,417
 (43,471) 134,108
Derivative Liability 21,090
 14,056
 
 
 
 35,146
Other Liabilities 
 3,621
 
 3,500
 
 7,121
Intercompany Note Payable 
 
 
 86,362
 (86,362) 
Long-Term Debt:            
Revolving credit loans 111,000
 111,000
 111,000
 
 (222,000) 111,000
Term debt 1,140,100
 1,140,100
 1,140,100
 
 (2,280,200) 1,140,100
Notes 400,647
 400,647
 400,647
 
 (801,294) 400,647
  1,651,747
 1,651,747
 1,651,747
 
 (3,303,494) 1,651,747
             
Equity 62,320
 191,396
 103,677
 1,013,248
 (1,308,321) 62,320
  $1,851,909
 $2,129,971
 $1,868,380
 $1,559,950
 $(5,276,681) $2,133,529


25

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)BALANCE SHEET
For the Three Months Ended September 30, 2012June 30, 2013
(As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,925
 $85,358
 $34,954
 $326,473
 $(129,090) $361,620
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 28,059
 
 31,053
Operating expenses 1,408
 52,246
 15,586
 201,134
 (129,090) 141,284
Selling, general and administrative 1,222
 26,888
 3,868
 13,789
 
 45,767
Depreciation and amortization 12,891
 9
 6,818
 26,314
 
 46,032
Loss on impairment / retirement of fixed assets, net 
 
 
 29
 
 29
  15,521
 79,143
 29,266
 269,325
 (129,090) 264,165
Operating income 28,404
 6,215
 5,688
 57,148
 
 97,455
Interest expense (income), net 10,210
 7,246
 9,843
 (1,507) 
 25,792
Net effect of swaps (1,378) (895) 
 
 
 (2,273)
Unrealized / realized foreign currency loss 
 
 14,886
 
 
 14,886
Other (income) expense 187
 (2,128) 583
 1,358
 
 
(Income) loss from investment in affiliates (30,875) (15,540) (8,232) 4,649
 49,998
 
Net income (loss) before taxes 50,260
 17,532
 (11,392) 52,648
 (49,998) 59,050
Provision (benefit) for taxes 2,870
 684
 (6,732) 14,838
 
 11,660
Net income (loss) $47,390
 $16,848
 $(4,660) $37,810
 $(49,998) $47,390
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,592
 
 1,592
 
 (1,592) 1,592
Unrealized income on cash flow hedging derivatives 1,679
 503
 
 
 (503) 1,679
Other comprehensive income, (net of tax) 3,271
 503
 1,592
 
 (2,095) 3,271
Total Comprehensive (Income) loss $50,661
 $17,351
 $(3,068) $37,810
 $(52,093) $50,661

  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 $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
Receivables 3
 108,211
 64,153
 478,372
 (621,382) 29,357
Inventories 
 1,584
 2,742
 29,267
 
 33,593
Current deferred tax asset 
 6,239
 772
 3,334
 
 10,345
Income tax refundable 
 
 10,454
 
 
 10,454
Other current assets 929
 2,065
 674
 3,775
 
 7,443
  43,932
 120,362
 119,073
 525,309
 (621,382) 187,294
Property and Equipment (net) 425,747
 1,025
 272,951
 856,276
 
 1,555,999
Investment in Park 572,748
 786,753
 115,271
 60,141
 (1,534,913) 
Goodwill 9,061
 
 127,384
 111,218
 
 247,663
Other Intangibles, net 
 
 18,039
 22,826
 
 40,865
Deferred Tax Asset 
 39,320
 
 
 (39,320) 
Intercompany Receivable 877,208
 1,069,721
 1,116,623
 
 (3,063,552) 
Other Assets 23,361
 15,580
 8,925
 2,305
 
 50,171
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $210,936
 $116,160
 $29,248
 $287,634
 $(621,382) $22,596
Deferred revenue 
 
 4,544
 30,138
 
 34,682
Accrued interest 735
 195
 6,082
 
 
 7,012
Accrued taxes 5,818
 42,090
 
 4,496
 
 52,404
Accrued salaries, wages and benefits 
 24,864
 2,365
 8,990
 
 36,219
Self-insurance reserves 
 4,751
 1,698
 16,643
 
 23,092
Other accrued liabilities 824
 4,097
 2,417
 3,505
 
 10,843
  218,313
 192,157
 46,354
 351,406
 (621,382) 186,848
Deferred Tax Liability 
 
 59,462
 119,971
 (39,320) 140,113
Derivative Liability 20,801
 13,907
 
 
 
 34,708
Other Liabilities 
 3,880
 
 3,500
 
 7,380
Long-Term Debt:            
Term debt 1,131,100
 1,131,100
 1,131,100
 
 (2,262,200) 1,131,100
Notes 400,676
 400,676
 400,676
 
 (801,352) 400,676
  1,531,776
 1,531,776
 1,531,776
 
 (3,063,552) 1,531,776
             
Equity 181,167
 291,041
 140,674
 1,103,198
 (1,534,913) 181,167
  $1,952,057
 $2,032,761
 $1,778,266
 $1,578,075
 $(5,259,167) $2,081,992


26

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Three Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $83,285
 $161,866
 $82,265
 $509,467
 $(244,807) $592,076
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,082
 39,761
 
 45,843
Operating expenses 1,669
 76,468
 19,042
 318,022
 (244,807) 170,394
Selling, general and administrative 1,796
 38,083
 4,781
 14,067
 
 58,727
Depreciation and amortization 18,306
 10
 8,979
 30,200
 
 57,495
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 368
 
 1
 1,268
 
 1,637
  22,139
 114,561
 38,885
 394,575
 (244,807) 325,353
Operating income 61,146
 47,305
 43,380
 114,892
 
 266,723
Interest expense (income), net 10,858
 6,901
 9,731
 (1,978) 
 25,512
Net effect of swaps 810
 567
 
 
 
 1,377
Unrealized / realized foreign currency gain 
 
 (8,615) 
 
 (8,615)
Other (income) expense 188
 (2,129) 584
 1,357
 
 
Income from investment in affiliates (146,054) (78,714) (13,606) (40,904) 279,278
 
Net income before taxes 195,344
 120,680
 55,286
 156,417
 (279,278) 248,449
Provision for taxes 4,920
 14,537
 14,390
 24,178
 
 58,025
Net income $190,424
 $106,143
 $40,896
 $132,239
 $(279,278) $190,424
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (699) 
 (699) 
 699
 (699)
Unrealized income (loss) on cash flow hedging derivatives (2,761) (1,202) 
 
 1,202
 (2,761)
Other comprehensive income (loss), (net of tax) (3,460) (1,202) (699) 
 1,901
 (3,460)
Total Comprehensive Income $186,964
 $104,941
 $40,197
 $132,239
 $(277,377) $186,964



27

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $43,745
 $77,510
 $41,841
 $315,637
 $(121,127) $357,606
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 28,945
 
 32,486
Operating expenses 1,438
 52,584
 15,935
 197,406
 (121,127) 146,236
Selling, general and administrative 1,656
 24,525
 4,295
 14,035
 
 44,511
Depreciation and amortization 13,531
 9
 6,985
 27,384
 
 47,909
Loss (gain) on impairment / retirement of fixed assets, net (861) 
 (1) 
 
 (862)
  15,764
 77,118
 30,755
 267,770
 (121,127) 270,280
Operating income 27,981
 392
 11,086
 47,867
 
 87,326
Interest expense, net 13,067
 8,084
 10,598
 (1,515) 
 30,234
Net effect of swaps (104) (69) 
 
 
 (173)
Unrealized / realized foreign currency gain 
 
 9,301
 
 
 9,301
Other (income) expense 188
 (2,041) 512
 1,341
 
 
Income from investment in affiliates (24,476) (16,973) (6,955) (260) 48,664
 
Income (loss) before taxes 39,306
 11,391
 (2,370) 48,301
 (48,664) 47,964
Provision (benefit) for taxes 2,723
 (1,876) (1,322) 11,856
 
 11,381
Net income (loss) $36,583
 $13,267
 $(1,048) $36,445
 $(48,664) $36,583
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 481
 
 481
 
 (481) 481
Unrealized income on cash flow hedging derivatives (2,370) (775) 
 
 775
 (2,370)
Other comprehensive income (loss), (net of tax) (1,889) (775) 481
 
 294
 (1,889)
Total Comprehensive Income (Loss) $34,694
 $12,492
 $(567) $36,445
 $(48,370) $34,694
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $79,663
 $141,134
 $88,334
 $464,902
 $(220,588) $553,445
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 6,447
 40,906
 
 47,353
Operating expenses 1,368
 74,191
 18,736
 289,604
 (220,588) 163,311
Selling, general and administrative 1,853
 32,627
 4,822
 13,691
 
 52,993
Depreciation and amortization 19,209
 10
 9,430
 31,574
 
 60,223
Loss on impairment / retirement of fixed assets, net 25,000
 
 
 
 
 25,000
  47,430
 106,828
 39,435
 375,775
 (220,588) 348,880
Operating income 32,233
 34,306
 48,899
 89,127
 
 204,565
Interest expense, net 12,213
 7,258
 9,897
 (2,518) 
 26,850
Net effect of swaps (104) (71) 
 
 
 (175)
Unrealized / realized foreign currency gain 
 
 (15,035) 
 
 (15,035)
Other (income) expense 186
 (2,043) 512
 1,345
 
 
Income from investment in affiliates (125,636) (79,925) (11,355) (45,354) 262,270
 
Income before taxes 145,574
 109,087
 64,880
 135,654
 (262,270) 192,925
Provision for taxes 4,561
 9,777
 17,181
 20,393
 
 51,912
Net income $141,013
 $99,310
 $47,699
 $115,261
 $(262,270) $141,013
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (563) 
 (563) 
 563
 (563)
Unrealized income (loss) on cash flow hedging derivatives (234) 48
 
 
 (48) (234)
Other comprehensive income (loss), (net of tax) (797) 48
 (563) 
 515
 (797)
Total Comprehensive Income $140,216
 $99,358
 $47,136
 $115,261
 $(261,755) $140,216

























27

Table of Contents

CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Six Months Ended June 30, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $48,243
 $93,729
 $35,243
 $367,983
 $(141,779) $403,419
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 2,994
 33,096
 
 36,090
Operating expenses 2,831
 73,852
 21,527
 261,510
 (141,779) 217,941
Selling, general and administrative 2,514
 43,501
 4,579
 16,212
 
 66,806
Depreciation and amortization 13,366
 18
 6,818
 30,616
 
 50,818
Loss on impairment / retirement of fixed assets, net 36
 
 478
 115
 
 629
  18,747
 117,371
 36,396
 341,549
 (141,779) 372,284
Operating income (loss) 29,496
 (23,642) (1,153) 26,434
 
 31,135
Interest expense (income), net 20,722
 14,923
 19,607
 (3,737) 
 51,515
Net effect of swaps 4,257
 2,681
 
 
 
 6,938
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 23,844
 
 
 23,844
Other (income) expense 375
 (4,516) 1,383
 2,758
 
 
(Income) loss from investment in affiliates 41,221
 20,100
 (4,712) 25,876
 (82,485) 
Income (loss) before taxes (58,254) (69,611) (41,892) 1,537
 82,485
 (85,735)
Provision (benefit) for taxes 3,482
 (16,981) (15,986) 5,486
 
 (23,999)
Net income (loss) (61,736) (52,630) (25,906) (3,949) 82,485
 (61,736)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,893
 
 1,893
 
 (1,893) 1,893
Unrealized income (loss) on cash flow hedging derivatives 10,564
 3,038
 
 
 (3,038) 10,564
Other comprehensive income (loss), (net of tax) 12,457
 3,038
 1,893
 
 (4,931) 12,457
Total Comprehensive Income (Loss) $(49,279) $(49,592) $(24,013) $(3,949) $77,554
 $(49,279)



28

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the SixNine Months Ended July 1,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,528
 $255,595
 $117,508
 $877,450
 $(386,586) $995,495
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,076
 72,857
 
 81,933
Operating expenses 4,500
 150,320
 40,569
 579,532
 (386,586) 388,335
Selling, general and administrative 4,310
 81,584
 9,360
 30,279
 
 125,533
Depreciation and amortization 31,672
 28
 15,797
 60,816
 
 108,313
Gain on sale of other assets 
 
 
 (8,743) 
 (8,743)
Loss on impairment / retirement of fixed assets, net 404
 
 479
 1,383
 
 2,266
  40,886
 231,932
 75,281
 736,124
 (386,586) 697,637
Operating income 90,642
 23,663
 42,227
 141,326
 
 297,858
Interest expense (income), net 31,580
 21,824
 29,338
 (5,715) 
 77,027
Net effect of swaps 5,067
 3,248
 
 
 
 8,315
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 15,229
 
 
 15,229
Other (income) expense 563
 (6,645) 1,967
 4,115
 
 
Income from investment in affiliates (104,833) (58,614) (18,318) (15,029) 196,794
 
Income before taxes 137,090
 51,069
 13,394
 157,955
 (196,794) 162,714
Provision (benefit) for taxes 8,402
 (2,444) (1,596) 29,664
 
 34,026
Net income $128,688
 $53,513
 $14,990
 $128,291
 $(196,794) $128,688
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 1,194
 
 1,194
 
 (1,194) 1,194
Unrealized income on cash flow hedging derivatives 7,803
 1,836
 
 
 (1,836) 7,803
Other comprehensive income, (net of tax) 8,997
 1,836
 1,194
 
 (3,030) 8,997
Total Comprehensive Income $137,685
 $55,349
 $16,184
 $128,291
 $(199,824) $137,685



29

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $45,201
 $80,087
 $42,107
 $343,569
 $(125,160) $385,804
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 3,541
 33,032
 
 36,573
Operating expenses 2,773
 73,020
 21,592
 245,296
 (125,160) 217,521
Selling, general and administrative 2,988
 38,221
 5,055
 16,231
 
 62,495
Depreciation and amortization 14,227
 18
 6,985
 30,758
 
 51,988
Loss (gain) on impairment / retirement of fixed assets, net (779) 
 9
 
 
 (770)
  19,209
 111,259
 37,182
 325,317
 (125,160) 367,807
Operating income (loss) 25,992
 (31,172) 4,925
 18,252
 
 17,997
Interest expense, net 24,225
 14,699
 21,001
 (2,904) 
 57,021
Net effect of swaps 69
 263
 (1,475) 
 
 (1,143)
Unrealized / realized foreign currency loss 
 
 1,109
 
 
 1,109
Other (income) expense 375
 (5,076) 709
 3,992
 
 
(Income) loss from investment in affiliates 26,015
 6,477
 (3,541) 6,803
 (35,754) 
Income (loss) before taxes (24,692) (47,535) (12,878) 10,361
 35,754
 (38,990)
Provision (benefit) for taxes 4,140
 (13,548) (3,656) 2,906
 
 (10,158)
Net income (loss) $(28,832) $(33,987) $(9,222) $7,455
 $35,754
 $(28,832)
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (688) 
 (688) 
 688
 (688)
Unrealized income on cash flow hedging derivatives (2,031) (677) 21
 
 656
 (2,031)
Other comprehensive income (loss), (net of tax) (2,719) (677) (667) 
 1,344
 (2,719)
Total Comprehensive Income (loss) $(31,551) $(34,664) $(9,889) $7,455
 $37,098
 $(31,551)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $124,864
 $221,221
 $130,441
 $808,471
 $(345,748) $939,249
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,988
 73,938
 
 83,926
Operating expenses 4,141
 147,211
 40,328
 534,900
 (345,748) 380,832
Selling, general and administrative 4,841
 70,848
 9,877
 29,922
 
 115,488
Depreciation and amortization 33,436
 28
 16,415
 62,332
 
 112,211
Loss on impairment / retirement of fixed assets, net 24,221
 
 9
 
 
 24,230
  66,639
 218,087
 76,617
 701,092
 (345,748) 716,687
Operating income 58,225
 3,134
 53,824
 107,379
 
 222,562
Interest expense, net 36,438
 21,957
 30,898
 (5,422) 
 83,871
Net effect of swaps (35) 192
 (1,475) 
 
 (1,318)
Unrealized / realized foreign currency gain 
 
 (13,926) 
 
 (13,926)
Other (income) expense 561
 (7,119) 1,221
 5,337
 
 
Income from investment in affiliates (99,621) (73,448) (14,896) (38,551) 226,516
 
Income before taxes 120,882
 61,552
 52,002
 146,015
 (226,516) 153,935
Provision (benefit) for taxes 8,701
 (3,771) 13,525
 23,299
 
 41,754
Net income $112,181
 $65,323
 $38,477
 $122,716
 $(226,516) $112,181
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (1,251) 
 (1,251) 
 1,251
 (1,251)
Unrealized income (loss) on cash flow hedging derivatives (1,798) (629) 21
 
 608
 (1,798)
Other comprehensive income (loss), (net of tax) (3,049) (629) (1,230) 
 1,859
 (3,049)
Total Comprehensive Income $109,132
 $64,694
 $37,247
 $122,716
 $(224,657) $109,132


























2930

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended June 30,September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $148,757
 $271,778
 $133,554
 $952,082
 $(420,102) $1,086,069
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,769
 84,796
 
 94,565
Operating expenses 5,438
 177,188
 47,798
 641,501
 (420,102) 451,823
Selling, general and administrative 6,021
 91,895
 10,659
 34,047
 
 142,622
Depreciation and amortization 36,799
 40
 18,032
 70,265
 
 125,136
(Gain) on sale of other assets 
 
 
 (6,625) 
 (6,625)
Loss on impairment / retirement of fixed assets, net 25,950
 
 475
 5,310
 
 31,735
  74,208
 269,123
 86,733
 829,294
 (420,102) 839,256
Operating income 74,549
 2,655
 46,821
 122,788
 
 246,813
Interest (income) expense, net 45,022
 29,552
 39,476
 (9,005) 
 105,045
Net effect of swaps 4,050
 2,539
 
 
 
 6,589
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 13,737
 
 
 13,737
Other (income) expense 749
 (8,947) 2,694
 5,504
 
 
Income from investment in affiliates (74,816) (52,527) (15,768) (12,687) 155,798
 
Income before taxes 78,369
 19,257
 6,065
 138,976
 (155,798) 86,869
Provision (benefit) for taxes 9,417
 (13,289) (8,917) 30,706
 
 17,917
Net income $68,952
 $32,546
 $14,982
 $108,270
 $(155,798) $68,952
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,950
 
 2,950
 
 (2,950) 2,950
Unrealized income on cash flow hedging derivatives 12,735
 3,635
 
 
 (3,635) 12,735
Other comprehensive income, (net of tax) 15,685
 3,635
 2,950
 
 (6,585) 15,685
Total Comprehensive Income $84,637
 $36,181
 $17,932
 $108,270
 $(162,383) $84,637



30

Table of Contents

CEDAR FAIR, L.P.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Twelve Months Ended July 1, 2012 (As restated)
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $150,783
 $267,882
 $138,595
 $963,915
 $(418,258) $1,102,917
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,743
 86,664
 
 97,407
Operating expenses 5,341
 175,593
 47,795
 647,795
 (418,258) 458,266
Selling, general and administrative 6,309
 88,725
 11,892
 37,847
 
 144,773
Depreciation and amortization 38,843
 42
 17,976
 73,555
 
 130,416
Loss (gain) on impairment / retirement of fixed assets, net 15
 
 (52) 10,426
 
 10,389
  50,508
 264,360
 88,354
 856,287
 (418,258) 841,251
Operating income 100,275
 3,522
 50,241
 107,628
 
 261,666
Interest expense, net 61,742
 24,419
 48,119
 (3,440) 
 130,840
Net effect of swaps (9,027) (121) (5,569) 
 
 (14,717)
Unrealized / realized foreign currency loss 
 
 14,863
 
 
 14,863
Other (income) expense 533
 (9,873) 1,602
 7,520
 
 (218)
(Income) loss from investment in affiliates (80,137) (28,421) (6,557) 6,067
 109,048
 
Income (loss) before taxes 127,164
 17,518
 (2,217) 97,481
 (109,048) 130,898
Provision (benefit) for taxes 10,056
 (26,630) 7,042
 23,322
 
 13,790
Net income (loss) $117,108
 $44,148
 $(9,259) $74,159
 $(109,048) $117,108
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment 733
 
 733
 
 (733) 733
Unrealized income (loss) on cash flow hedging derivatives (3,854) (4,884) 21
 
 4,863
 (3,854)
Other comprehensive income (loss), (net of tax) (3,121) (4,884) 754
 
 4,130
 (3,121)
Total Comprehensive Income (Loss) $113,987
 $39,264
 $(8,505) $74,159
 $(104,918) $113,987

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $152,379
 $292,510
 $127,485
 $996,647
 $(444,321) $1,124,700
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 9,404
 83,651
 
 93,055
Operating expenses 5,739
 179,465
 48,104
 669,919
 (444,321) 458,906
Selling, general and administrative 5,964
 97,351
 10,618
 34,423
 
 148,356
Depreciation and amortization 35,896
 40
 17,581
 68,891
 
 122,408
(Gain) on sale of other assets 
 
 
 (15,368) 
 (15,368)
Loss on impairment / retirement of fixed assets, net 1,318
 
 476
 6,578
 
 8,372
  48,917
 276,856
 86,183
 848,094
 (444,321) 815,729
Operating income 103,462
 15,654
 41,302
 148,553
 
 308,971
Interest (income) expense, net 43,667
 29,195
 39,310
 (8,465) 
 103,707
Net effect of swaps 4,964
 3,177
 
 
 
 8,141
Loss on early debt extinguishment 21,175
 12,781
 617
 
 
 34,573
Unrealized / realized foreign currency loss 
 
 20,157
 
 
 20,157
Other (income) expense 751
 (9,033) 2,766
 5,516
 
 
Income from investment in affiliates (95,234) (51,316) (18,019) (8,239) 172,808
 
Income (loss) before taxes 128,139
 30,850
 (3,529) 159,741
 (172,808) 142,393
Provision (benefit) for taxes 9,776
 (8,530) (11,708) 34,492
 
 24,030
Net income $118,363
 $39,380
 $8,179
 $125,249
 $(172,808) $118,363
Other comprehensive income, (net of tax):            
Cumulative foreign currency translation adjustment 2,814
 
 2,814
 
 (2,814) 2,814
Unrealized income on cash flow hedging derivatives 9,740
 2,385
 
 
 (2,385) 9,740
Other comprehensive income, (net of tax) 12,554
 2,385
 2,814
 
 (5,199) 12,554
Total Comprehensive Income $130,917
 $41,765
 $10,993
 $125,249
 $(178,007) $130,917



31

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSOPERATIONS AND COMPREHENSIVE INCOME
For the SixTwelve Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $4,808
 $(30,371) $(4,856) $44,138
 $68,837
 $82,556
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 38,056
 37,167
 (18,274) 17,909
 (74,858) 
Capital expenditures (38,398) 
 (3,435) (37,356) 
 (79,189)
Net cash from (for) investing activities (342) 37,167
 (21,709) (19,447) (74,858) (79,189)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 58,000
 
 
 
 
 58,000
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,312) (8,014) (438) 
 
 (22,764)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (71,350) 1,711
 
 
 
 (69,639)
Exercise of limited partnership unit options 
 28
 
 
 
 28
Excess tax benefit from unit-based compensation expense 
 (130) 
 
 
 (130)
Net cash from (for) financing activities (29,466) (7,240) (474) 
 
 (37,180)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (1,389) 
 
 (1,389)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (25,000) (444) (28,428) 24,691
 (6,021) (35,202)
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $147,733
 $261,878
 $142,250
 $941,465
 $(409,232) $1,084,094
Costs and expenses:            
Cost of food, merchandise and games revenues 
 
 10,531
 85,471
 
 96,002
Operating expenses 5,452
 180,665
 47,134
 636,106
 (409,232) 460,125
Selling, general and administrative 6,865
 90,892
 11,650
 36,381
 
 145,788
Depreciation and amortization 37,698
 41
 18,300
 71,152
 
 127,191
Loss (gain) on impairment / retirement of fixed assets, net 24,188
 
 (62) 10,383
 
 34,509
  74,203
 271,598
 87,553
 839,493
 (409,232) 863,615
Operating income (loss) 73,530
 (9,720) 54,697
 101,972
 
 220,479
Interest expense, net 50,007
 28,592
 44,583
 (6,813) 
 116,369
Net effect of swaps (5,019) (1) (5,910) 
 
 (10,930)
Unrealized / realized foreign currency gain 
 
 (18,721) 
 
 (18,721)
Other (income) expense 749
 (10,205) 1,498
 7,958
 
 
Income from investment in affiliates (88,216) (50,693) (9,456) (21,713) 170,078
 
Income before taxes 116,009
 22,587
 42,703
 122,540
 (170,078) 133,761
Provision (benefit) for taxes 10,106
 (29,298) 20,942
 26,108
 
 27,858
Net income $105,903
 $51,885
 $21,761
 $96,432
 $(170,078) $105,903
Other comprehensive income (loss), (net of tax):            
Cumulative foreign currency translation adjustment (2,672) 
 (2,672) 
 2,672
 (2,672)
Unrealized income (loss) on cash flow hedging derivatives (397) (109) 21
 
 88
 (397)
Other comprehensive income (loss), (net of tax) (3,069) (109) (2,651) 
 2,760
 (3,069)
Total Comprehensive Income $102,834
 $51,776
 $19,110
 $96,432
 $(167,318) $102,834




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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the SixNine Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $(75,559) $47,309
 $(12,724) $44,638
 $60,941
 $64,605
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 41,361
 11,532
 (415) 13,984
 (66,462) 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (24,266) 
 (13,478) (27,136) 
 (64,880)
Net cash from (for) investing activities 18,268
 11,532
 (13,893) (13,152) (66,462) (63,707)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans 111,000
 
 
 
 
 111,000
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (9,259) (6,536) (205) 
 
 (16,000)
Intercompany (payments) receipts 
 7,482
 
 (7,482) 
 
Distributions (paid) received (44,450) 92
 
 
 
 (44,358)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities 57,291
 (59,353) 9,345
 (7,482) 
 (199)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (294) 
 
 (294)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 
 (512) (17,566) 24,004
 (5,521) 405
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929
             
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $337,821
 $60,434
 $21,615
 $66,757
 $(169,672) $316,955
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (63,105) (52,172) (29,579) (24,816) 169,672
 
Sale of other assets 
 
 
 15,297
 
 15,297
Capital expenditures (43,568) 
 (5,517) (48,449) 
 (97,534)
Net cash from investing activities (106,673) (52,172) (35,096) (57,968) 169,672
 (82,237)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (107,013) 2,555
 
 
 
 (104,458)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Excess tax benefit from unit-based compensation expense 
 (148) 
 
 
 (148)
Net cash (for) financing activities (123,148) (6,413) (489) 
 
 (130,050)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (16) 
 
 (16)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 108,000
 1,849
 (13,986) 8,789
 
 104,652
Balance, beginning of period 25,000
 444
 50,173
 3,213
 
 78,830
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the TwelveNine Months Ended JuneSeptember 30, 20132012 (As restated)
(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 $210,085
 $(47,009) $29,440
 $140,865
 $(30,675) $302,706
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 27,874
 (30,140) (15,735) (12,174) 30,175
 
Sale of other assets 
 
 
 14,885
 
 14,885
Capital expenditures (47,797) (8) (4,404) (56,786) 
 (108,995)
Net cash for investing activities (19,923) (30,148) (20,139) (54,075) 30,175
 (94,110)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings on revolving credit loans (53,000) 
 
 
 
 (53,000)
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Intercompany term debt (payments) receipts 
 86,362
 
 (86,362) 
 
Term debt payments, including early termination penalties (660,931) (466,114) (14,630) 
 
 (1,141,675)
Distributions (paid) received (115,839) 1,746
 
 
 
 (114,093)
Exercise of limited partnership unit options 
 57
 
 
 
 57
Payment of debt issuance costs (14,311) (8,014) (433) 
 
 (22,758)
Excess tax benefit from unit-based compensation expense 
 1,517
 
 
 
 1,517
Net cash from (for) financing activities (190,162) 77,157
 (585) (86,362) 
 (199,952)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (945) 
 
 (945)
CASH AND CASH EQUIVALENTS            
Net increase for the period 
 
 7,771
 428
 (500) 7,699
Balance, beginning of period 
 
 13,974
 27,476
 (5,521) 35,929
Balance, end of period $
 $
 $21,745
 $27,904
 $(6,021) $43,628
             
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $209,022
 $49,092
 $9,484
 $156,240
 $(147,094) $276,744
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (56,757) (70,669) 3,557
 (23,225) 147,094
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (29,295) (8) (14,426) (32,081) 
 (75,810)
Net cash (for) investing activities (84,879) (70,677) (10,869) (55,306) 147,094
 (74,637)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Term debt payments, including early termination penalties (14,468) (10,212) (320) 
 
 (25,000)
Intercompany (payments) receipts 
 93,845
 
 (93,845) 
 
Distributions (paid) received (66,675) 110
 
 
 
 (66,565)
Capital (contribution) infusion 
 (60,000)
60,000
 
 
 
Exercise of limited partnership unit options 
 47
 
 
 
 47
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (81,143) 23,336
 9,230
 (93,845) 
 (142,422)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 893
 
 
 893
CASH AND CASH EQUIVALENTS            
Net increase for the period 43,000
 1,751
 8,738
 7,089
 
 60,578
Balance, beginning of period 
 512
 31,540
 3,472
 
 35,524
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102
             
             

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended July 1, 2012 (As restated)September 29, 2013
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $146,874
 $(73,709) $24,332
 $223,401
 $(63,983) $256,915
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (31,801) (37,181) (579) 11,099
 58,462
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (36,852) 
 (25,832) (40,701) 
 (103,385)
Net cash from (for) investing activities (67,480) (37,181) (26,411) (29,602) 58,462
 (102,212)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Net borrowings (payments) on revolving credit loans 26,000
 
 
 
 
 26,000
Intercompany term debt (payments) receipts 
 183,138
 
 (183,138) 
 
Term debt payments, including early termination penalties (21,383) (15,094) (473) 
 
 (36,950)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (90,011) 269
 
 
 
 (89,742)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (438) 
 
 
 (438)
Net cash from (for) financing activities (85,394) 107,928
 8,354
 (183,138) 
 (152,250)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (2,203) 
 
 (2,203)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (2,962) 4,072
 10,661
 (5,521) 250
Balance, beginning of period 6,000
 2,962
 9,902
 16,815
 
 35,679
Balance, end of period $
 $
 $13,974
 $27,476
 $(5,521) $35,929

  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM OPERATING ACTIVITIES $258,843
 $42,367
 $32,927
 $52,457
 $(61,746) $324,848
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates 24,507
 (37,602) (30,743) (17,908) 61,746
 
Sale of other assets 
 
 
 30,182
 
 30,182
Capital expenditures (47,938) (1) (5,532) (63,290) 
 (116,761)
Net cash (for) investing activities (23,431) (37,603) (36,275) (51,016) 61,746
 (86,579)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt borrowings 359,022
 256,500
 14,478
 
 
 630,000
Note borrowings 294,897
 205,103
 
 
 
 500,000
Term debt payments, including early termination penalties (655,723) (462,438) (14,514) 
 
 (1,132,675)
Distributions (paid) received (129,277) 2,571
 
 
 
 (126,706)
Exercise of limited partnership unit options 
 43
 
 
 
 43
Payment of debt issuance costs (14,331) (8,028) (453) 
 
 (22,812)
Excess tax benefit from unit-based compensation expense 
 1,515
 
 
 
 1,515
Net cash (for) financing activities (145,412) (4,734) (489) 
 
 (150,635)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 (254) 
 
 (254)
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period 90,000
 30
 (4,091) 1,441
 
 87,380
Balance, beginning of period 43,000
 2,263
 40,278
 10,561
 
 96,102
Balance, end of period $133,000
 $2,293
 $36,187
 $12,002
 $
 $183,482
             

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended September 30, 2012 (As restated)
(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 $181,718
 $(157,023) $8,795
 $314,835
 $(75,771) $272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Investment in joint ventures and affiliates (35,830) (42,342) 8,488
 (6,087) 75,771
 
Sale of other assets 1,173
 
 
 
 
 1,173
Capital expenditures (33,025) (8) (23,050) (37,037) 
 (93,120)
Net cash (for) investing activities (67,682) (42,350) (14,562) (43,124) 75,771
 (91,947)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany term debt (payments) receipts 
 269,500
 
 (269,500) 
 
Term debt payments, including early termination penalties (14,467) (10,213) (320) 
 
 (25,000)
Derivative settlement 
 
 (50,450) 
 
 (50,450)
Distributions (paid) received (105,569) 261
 
 
 
 (105,308)
Capital (contribution) infusion 
 (60,000) 60,000
 
 
 
Payment of debt issuance costs 
 
 (723) 
 
 (723)
Exercise of limited partnership unit options 
 53
 
 
 
 53
Excess tax benefit from unit-based compensation 
 (454) 
 
 
 (454)
Net cash from (for) financing activities (120,036) 199,147
 8,507
 (269,500) 
 (181,882)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 
 
 1,065
 
 
 1,065
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (6,000) (226) 3,805
 2,211
 
 (210)
Balance, beginning of period 49,000
 2,489
 36,473
 8,350
 
 96,312
Balance, end of period $43,000
 $2,263
 $40,278
 $10,561
 $
 $96,102


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

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

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

Aside fromAlong with attendance and guest per capita statistics, discrete financial information and operating results are not prepared at the regional level, but rather at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.


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

Income Taxes
In the secondthird quarter of 2013, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form 10-K/A for the year ended December 31, 2012 except as noted below.
Change in Depreciation Method
Effective January 1, 2013, the Partnershipwe changed itsour method of depreciation 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 from the composite method to the unit method.
Historically, the Partnershipwe had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for all individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.
In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnershipwe had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for

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all assets. The Partnership believesWe believe that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be

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accounted for prospectively. This prospective application will result in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.
The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended June 30,September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.


Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three-, six-nine- and twelve-month periods ended June 30,September 29, 2013 and July 1,September 30, 2012.
 
  Three months ended Six months ended Twelve months ended
  6/30/2013 7/1/2012 6/30/2013 7/1/2012 6/30/2013 7/1/2012
  (13 weeks) (14 weeks) (26 weeks) (26 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income (loss) $47,390
 $36,583
 $(61,736) $(28,832) $68,952
 $117,108
Interest expense 25,861
 30,236
 51,624
 57,039
 105,204
 130,927
Interest income (69) (2) (109) (18) (159) (87)
Provision (benefit) for taxes 11,660
 11,381
 (23,999) (10,158) 17,917
 13,790
Depreciation and amortization 46,032
 47,909
 50,818
 51,988
 125,136
 130,416
EBITDA 130,874
 126,107
 16,598
 70,019
 317,050
 392,154
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps (2,273) (173) 6,938
 (1,143) 6,589
 (14,717)
Unrealized foreign currency loss 14,875
 8,878
 23,756
 629
 13,946
 14,549
Non-cash equity expense 869
 568
 3,802
 2,268
 4,799
 2,257
Loss (gain) on impairment/retirement of fixed assets, net 29
 (862) 629
 (770) 31,735
 10,389
Gain on sale of other assets 
 
 
 
 (6,625) 
Terminated merger costs 
 
 
 
 
 150
Refinancing costs 
 
 
 
 
 (195)
Other non-recurring items (as defined) (297) 444
 508
 2,165
 2,523
 6,420
Adjusted EBITDA (1)
 $144,077
 $134,962
 $86,804
 $73,168
 $404,590
 $411,007
             
(1) As permitted by and defined in the 2013 Credit Agreement        
  Three months ended Nine months ended Twelve months ended
  9/29/2013 9/30/2012 9/29/2013 9/30/2012 9/29/2013 9/30/2012
  (13 weeks) (13 weeks) (39 weeks) (39 weeks) (52 weeks) (53 weeks)
    (As restated)   (As restated)   (As restated)
  (In thousands)
Net income $190,424
 $141,013
 $128,688
 $112,181
 $118,363
 $105,903
Interest expense 25,529
 26,863
 77,153
 83,902
 103,870
 116,437
Interest income (17) (13) (126) (31) (163) (68)
Provision for taxes 58,025
 51,912
 34,026
 41,754
 24,030
 27,858
Depreciation and amortization 57,495
 60,223
 108,313
 112,211
 122,408
 127,191
EBITDA 331,456
 279,998
 348,054
 350,017
 368,508
 377,321
Loss on early extinguishment of debt 
 
 34,573
 
 34,573
 
Net effect of swaps 1,377
 (175) 8,315
 (1,318) 8,141
 (10,930)
Unrealized foreign currency (gain) loss (8,385) (14,737) 15,371
 (14,108) 20,298
 (17,502)
Non-cash equity expense 843
 362
 4,645
 2,630
 5,280
 2,619
Loss on impairment/retirement of fixed assets, net 1,637
 25,000
 2,266
 24,230
 8,372
 34,509
Gain on sale of other assets (8,743) 
 (8,743) 
 (15,368) 
Terminated merger costs 
 
 
 
 
 150
Other non-recurring items (as defined) 197
 1,861
 705
 4,026
 859
 7,445
Adjusted EBITDA (1)
 $318,382
 $292,309
 $405,186
 $365,477
 $430,663
 $393,612
             
(1) As permitted by and defined in the 2013 Credit Agreement        

3738

Table of Contents

Results of Operations:

Restatement -

We have made the followinga correction relating to our use of the composite depreciation method.

This The correction, which impacts the Balance Sheet at July 1,September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three, six,three-, nine-, and 12 monthtwelve-month periods ended July 1,September 30, 2012, reflects a subsequent determination that a disposition from our composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership'sour initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal was reviewed in connection with respondinga response to an SEC comment letter. We ultimately concluded that such disposition was unusual and that an $8.8 million charge should have been reflected in the 2011 financial statements.

SixNine months ended June 30,September 29, 2013

The fiscal six-monthnine-month period ended June 30,September 29, 2013, consisted of a 26-week39-week period and included a total of 9171,936 operating days compared with 2639 weeks and 1,0012,178 operating days for the fiscal six-monthnine-month period ended July 1,September 30, 2012. The difference in operating days is primarily due to the sale of atwo non-core water park in the fourth quarter of 2012,parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate for 2013.

The following table presents key financial information for the sixnine months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Six months ended Six months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (26 weeks) (26 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $403,419
 $385,804
 $17,615
 4.6 %
Operating costs and expenses 320,837
 316,589
 4,248
 1.3 %
Depreciation and amortization 50,818
 51,988
 (1,170) (2.3)%
Loss (gain) on impairment / retirement of fixed assets 629
 (770) 1,399
 N/M
Operating income $31,135
 $17,997
 $13,138
 73.0 %
         
Other Data:        
Adjusted EBITDA $86,804
 $73,168
 $13,636
 18.6 %
Attendance 8,677
 8,729
 (52) (0.6)%
Per capita spending $42.17
 $40.24
 $1.93
 4.8 %
Out-of-park revenues $48,110
 $45,266
 $2,844
 6.3 %
  Nine months ended Nine months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (39 weeks) (39 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $995,495
 $939,249
 $56,246
 6.0 %
Operating costs and expenses 595,801
 580,246
 15,555
 2.7 %
Depreciation and amortization 108,313
 112,211
 (3,898) (3.5)%
Loss on impairment / retirement of fixed assets 2,266
 24,230
 (21,964) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $297,858
 $222,562
 $75,296
 33.8 %
         
Other Data:        
Adjusted EBITDA $405,186
 $365,477
 $39,709
 10.9 %
Attendance 20,652
 20,689
 (37) (0.2)%
Per capita spending $44.24
 $41.78
 $2.46
 5.9 %
Out-of-park revenues $106,801
 $99,526
 $7,275
 7.3 %

Net revenues for the sixnine months ended June 30,September 29, 2013 increased $17.6$56.3 million to $403.4$995.5 million from $385.8$939.2 million during the sixnine months ended July 1,September 30, 2012. The increase in revenues reflects a 5%6%, or $1.93,$2.46, increase in average in-park guest per capita spending during the first sixnine months of the year when compared with the first sixnine months of 2012. In-park guest per capita spending represents the average amount spent per attendee to gain admission to a park plus all amounts spent while inside the park gates. The increase in per capita spending reflects a 4%5% increase in the admissions per capita spendingcap and a 5%6% increase in pure in-park spending, driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Additionally, for the six-monthnine-month period, out-of-park revenues increased 6%7%, or $2.8$7.3 million. Out-of-park revenues include the sale of hotel rooms, food, merchandise, and other complementary activities located outside of the park gates, as well as transaction fees from on-line product sales. The increase in out-of-park revenues was primarily driven by the strong performance of our resort properties, which saw us drivedrove higher average daily room rates (ADR's) while maintaining or growing occupancy rates. The increase in overall net revenues also reflects a less than 1% decrease inincludes attendance that was essentially comparable through the first sixnine months of 2013 when compared with the same period a year ago. This decreaseThe variance in attendance is entirely attributable to the sale of thetwo non-core water park in the fourth quarter of 2012.parks. Excluding the sale of the water parks, attendance increased 1%, or 195,000 visits on a comparable park attendance was comparable to the same period last year.basis.

3839



Revenues for the first sixnine months of the year also reflect the negative impact of exchange rates and the strengthening U.S. dollar on our Canadian operations ($0.23.6 million) during the period.

For the six-monthnine-month period in 2013, operating costs and expenses increased 1%3%, or $4.2$15.6 million, to $320.8$595.8 million from $316.6$580.2 million for the same period in 2012, the net result of a $0.4$7.5 million increase in operating expenses and a $4.3$10.0 million increase in selling, general and administrative costs.costs ("SG&A"). These cost increases were offset slightly by a $0.52%, or $1.9 million decrease in cost of goods sold during the period. The $0.4$7.5 million increase in operating expenses was due to an increaseincreases of approximately $4.3 million in employee costs, $3.2 million in operating supplies and $1.5 million in labor costs andmaintenance materials, offset slightly by a $1.7decrease of $2.7 million increase in operating supplies.insurance expense. The increase in laboremployee costs was primarily due to increased health-care insurance costs while operatingof benefits. Operating supplies increased due to new extra-charge attractions, uniforms, and expenses related to the premium benefit offerings.offerings and improved guest services. The increase$2.7 million decrease in operating costsinsurance expense was somewhat offset bydue to a reduction in insurance settlements and accruals. The $4.3$10.0 million increase in SG&A expenses was due primarily to additional marketing efforts and agency advertising costs, and increased full-time laboremployee costs, largely related to fullperformance incentives and an increase in staffing levels and performance incentives.levels.

Depreciation and amortization expense for the period decreased $1.2$3.9 million due to several significant assets being fully depreciated at the end of 2012. For the six-monthnine-month period of 2013, the $8.7 million gain on sale of other assets relates to the sale of one of our non-core water parks. For the period, loss on impairment/retirement of fixed assets was $0.6totaled $2.3 million reflectingfor the retirement of assets during the period at several of our properties. Loss on impairment/retirement of fixed assets for the period ended September 30, 2012 totaled $24.2 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom, offset slightly by gains on other retirements. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income for the period increased $13.1$75.3 million to $31.1$297.9 million in the first halfnine months of 2013 from operating income of $18.0$222.6 million in the first halfnine months of 2012.

Interest expense for the first halfnine months of 2013 was $51.6$77.2 million, a decrease of $5.4$6.8 million from the first halfnine months of 2012. The decrease in interest expense was due to the settlement of our Canadian cross-currency swaps in the first quarter of 2012, the decrease in non-cash amortization expense dueresulting from the write-off of loan fees related to theour prior credit agreement, and a decrease in revolver interest due to lower average borrowings and a lower average cost due toeffective interest rate from the March 2013 refinancing.

The net effect of our swaps resulted in a non-cash charge to earnings of $6.9$8.3 million for the first halfnine months of 2013 compared with a $1.1$1.3 million non-cash benefit to earnings in the first halfnine months of 2012. The difference reflects the regularly scheduled amortization of amounts in AOCI related to interest rate swaps, the write off of amounts in AOCI related to de-designated interest rate swaps, as well as gains from marking the ineffective designated and de-designated swaps to market. During the current year-to-date period, we also recognized a $23.8$15.2 million net charge to earnings for unrealized/realized foreign currency gains,losses, which representedincluded a $14.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Additionally, due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the current year-to-date period.

During the first halfnine months of 2013, a benefitprovision for taxes of $24.0$34.0 million was recorded to account for publicly traded partnership (“PTP”) taxes and the tax attributes of our corporate subsidiaries. During the same six monthnine-month period in 2012, a $10.2$41.8 million benefitprovision for taxes was recorded. Actual cash taxes paid or payable are estimated to be between $14 and $17 million for the 2013 calendar year.

After interest expense and the benefit for taxes, the net lossincome for the sixnine months ended June 30,September 29, 2013 totaled $61.7$128.7 million, or $1.11$2.31 per diluted limited partner unit, compared with a net lossincome of $28.8$112.2 million, or $0.52$2.01 per diluted unit, for the same period a year ago.

For the six-monthnine-month period, Adjusted EBITDA (as defined in the 2013 Credit Agreement), which we believe is a meaningful measure of our park-level operating results, increased to $86.8$405.2 million compared with $73.2$365.5 million for the fiscal six-monthnine-month period ended July 1,September 30, 2012. This increase was due to the growth in revenues produced in large part by the continued success of our premium benefit offerings, admissions sales and admission sales program,our food and beverage initiatives, offset slightly by an increase in employee related costs, advertising expenses, and advertising expenses.operating supply costs related to targeted initiatives which enhance our guests' experiences at our parks. For additional information regarding Adjusted EBITDA, including how we define Adjusted EBITDA, why we believe it provides useful information, and for a reconciliation to net income, see page 38.

Second



40


Third Quarter -

The fiscal three-month period ended June 30,September 29, 2013, consisted of a 13-week period and included a total of 8001,019 operating days compared with 1413 weeks and 9051,177 operating days for the fiscal three-month period ended July 1,September 30, 2012. The difference in operating days is due to the sale of atwo non-core water park in the fourth quarter of 2012parks, as well as the combiningcombination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013.







39






The following table presents key financial information for the three months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Three months ended Three months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (13 weeks) (14 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $361,620
 $357,606
 $4,014
 1.1 %
Operating costs and expenses 218,104
 223,233
 (5,129) (2.3)%
Depreciation and amortization 46,032
 47,909
 (1,877) (3.9)%
Loss (gain) on impairment / retirement of fixed assets 29
 (862) 891
 N/M
Operating income $97,455
 $87,326
 $10,129
 11.6 %
         
Other Data:        
Adjusted EBITDA $144,077
 $134,962
 $9,115
 6.8 %
Attendance 7,872
 8,225
 (353) (4.3)%
Per capita spending $42.36
 $40.32
 $2.04
 5.1 %
Out-of-park revenues $37,576
 $35,878
 $1,698
 4.7 %
  Three months ended Three months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (13 weeks) (13 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $592,076
 $553,445
 $38,631
 7.0 %
Operating costs and expenses 274,964
 263,657
 11,307
 4.3 %
Depreciation and amortization 57,495
 60,223
 (2,728) (4.5)%
Loss on impairment / retirement of fixed assets 1,637
 25,000
 (23,363) N/M
Gain on sale of other assets (8,743) 
 (8,743) N/M
Operating income $266,723
 $204,565
 $62,158
 30.4 %
         
Other Data:        
Adjusted EBITDA $318,382
 $292,309
 $26,073
 8.9 %
Attendance 11,975
 11,960
 15
 0.1 %
Per capita spending $45.73
 $42.90
 $2.83
 6.6 %
Out-of-park revenues $58,690
 $54,260
 $4,430
 8.2 %

For the quarter ended June 30,September 29, 2013, net revenues increased 1%7%, or $4.0$38.6 million, to $361.6$592.1 million from $357.6$553.5 million in the secondthird quarter of 2012. This increase reflects a 5%7% increase in average in-park per capita spending and a 5%an 8%, or $1.7$4.4 million, increase in out-of park revenues, offset slightly by a decrease of 4% in combined attendance.and attendance that was comparable with the prior year period. The increase in per capita spending was the result of higher admissions pricing, improvements in our food and beverage programs, and the successful expansion of our in-park premium benefit offerings.offerings, and improvements in our food and beverage programs. The increase in out-of-park revenues was due to the strong performance of our resort properties. The decrease inExcluding the sale our two non-core water parks, attendance for the second quarter was the direct result of fewer operating days in the period, the shift of the Easter and Spring Break holidays to the first quarter of 2013, and unfavorable short-term weather trends.increased 2%, or 207,000 visits on a comparable park basis.

Operating costs and expenses for the quarter decreased 2%increased 4%, or $5.1$11.3 million, to $218.1$275.0 million from $223.2$263.7 million in the secondthird quarter of 2012, the net result of a $1.4$1.5 million decrease in cost of goods sold, a $5.0$7.0 million decreaseincrease in operating expenses and a $1.3$5.7 million increase in SG&A costs. As a percentage of net revenues, costs and expenses decreased 120 basis points, and was
in line with expectations. The decrease in cost of goods sold was primarily the result of successful cost-savings initiatives in food and beverage. The $5.0$7.0 million decreaseincrease in operating expenses was primarily due to lower employee-relateda $2.8 million increase in employee related costs, and maintenancea $1.6 million increase in operating supplies, and expenses.a $1.5 million increase in maintenance expense. The declineincrease in employee related costs was primarily due to the one less week of operations during the second quarter of 2013 compared with the second quarter of 2012, as well as reduced expenses related to the sale of one of our water parkshigher staffing levels, salary increases, and increases in November 2012. The decline in maintenancebenefit costs. Operating supplies wasincreased due to the timing of expenses due to the one less week in operations during the second quarter of 2013.premium benefit offerings and improved guest services. The $1.3$5.7 million increase in SG&A costs was due to increases in employee-related costs and agency advertising costs, offset somewhat by a decline in professional and administrative costs. The increase in SG&A employee-related expenses was due to improvementsan increase in staffing levels across the company,performance incentive awards due to strong 2013 operating results to date, as well as an increase in equity-related compensation due to unit price appreciation.staffing levels across the company. Advertising costs increased as a result of additional marketing efforts in the period.period, including our Customer Relationship Management platform.

Depreciation and amortization expense for the quarter decreased $1.9$2.7 million primarily due to several significant assets reaching the end of their depreciable lives at the end of 2012. For the third quarter of 2013, the gain on sale of other assets was $8.7 million, reflecting the gain on the sale of one of our non-core water parks. Loss on impairment/retirement of fixed assets for the current period was $1.6 million, reflecting losses on the retirement of assets across all of our parks. Loss on impairment/retirement of fixed assets during the quarter ended September 30, 2012 totaled $25.0 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom. After depreciation, amortization, gain on sale of other assets, loss (gain) on impairment / retirement of fixed assets, and all other non-cash costs, operating income in the secondthird quarter of 2013 increased $10.1$62.1 million to $97.4$266.7 million from operating income of $87.3$204.6 million in the secondthird quarter of 2012.

41


 
Interest expense for the secondthird quarter of 2013 was $25.9$25.5 million, representing a $4.4$1.3 million decrease from the interest expense for the secondthird quarter of 2012. As mentioned in the six-monthnine-month discussion above, interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.


40


During the 2013 secondthird quarter, the net effect of our swaps resulted in a $2.3$1.4 million non-cash benefitcharge to earnings, compared to a non-cash benefit to earnings of $0.2 million in the secondthird quarter of 2012. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative portfolio. During the 2013 secondthird quarter, we also recognized a $14.9$8.6 million net chargebenefit to earnings for unrealized/realized foreign currency losses related to angains, which included a $8.5 million unrealized foreign currency lossgain on the U.S.-dollar denominated debt held at our Canadian property.

During the quarter, a provision for taxes of $11.7$58.0 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a provision for taxes of $11.4$51.9 million in the same period a year ago. After interest expense and the provision for taxes, net income for the quarter totaled $47.4$190.4 million, or $0.85$3.41 per diluted limited partner unit, compared with net income of $36.6$141.0 million, or $0.66$2.52 per diluted unit, for the secondthird quarter a year ago.

For the current quarter, Adjusted EBITDA increased to $144.1$318.4 million from $135.0$292.3 million for the fiscal secondthird quarter of 2012. The approximate $9.1$26.1 million increase in Adjusted EBITDA was primarily duelargely attributable to incremental revenues resulting primarily from higher average guest per capita spending, as well as increases in out-of-park revenues in the quarter. Adjusted EBITDA in the second quarter also benefited from a reduction in operating expenses in the period, due to one less week of operationsThese revenue increases were somewhat offset by higher costs associated with improving guest services and one less water park in operation.

expanding our marketing efforts.

Twelve Months Ended June 30,September 29, 2013 -

The fiscal twelve-month period ended June 30,September 29, 2013, consisted of a 52-week period and 2,2982,140 operating days compared with 53 weeks and 2,4922,416 operating days for the fiscal twelve-month period ended July 1,September 30, 2012. The difference in operating days was due primarily to anthe sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the extra week of operations in the twelve monthtwelve-month period ending July 1,September 30, 2012.

The following table presents key financial information for the twelve months ended June 30,September 29, 2013 and July 1,September 30, 2012:
  Twelve months ended Twelve months ended Increase (Decrease)
  6/30/2013 7/1/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,086,069
 $1,102,917
 $(16,848) (1.5)%
Operating costs and expenses 689,010
 700,446
 (11,436) (1.6)%
Depreciation and amortization 125,136
 130,416
 (5,280) (4.0)%
(Gain) on sale of other assets (6,625) 
 (6,625) N/M
Loss on impairment/retirement of fixed assets 31,735
 10,389
 21,346
 N/M
Operating income $246,813
 $261,666
 $(14,853) (5.7)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $404,590
 $411,007
 $(6,417) (1.6)%
Adjusted EBITDA margin 37.3% 37.3% 
  %
Attendance 23,248
 24,934
 (1,686) (6.8)%
Per capita spending $42.67
 $40.40
 $2.27
 5.6 %
Out-of-park revenues $119,611
 $124,394
 (4,783) (3.8)%
  Twelve months ended Twelve months ended Increase (Decrease)
  9/29/2013 9/30/2012 $ %
  (52 weeks) (53 weeks)    
    (As restated)    
  (Amounts in thousands)
Net revenues $1,124,700
 $1,084,094
 $40,606
 3.7 %
Operating costs and expenses 700,317
 701,915
 (1,598) (0.2)%
Depreciation and amortization 122,408
 127,191
 (4,783) (3.8)%
Gain on sale of other assets (15,368) 
 (15,368) N/M
Loss on impairment/retirement of fixed assets 8,372
 34,509
 (26,137) N/M
Operating income $308,971
 $220,479
 $88,492
 40.1 %
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA $430,663
 $393,612
 $37,051
 9.4 %
Adjusted EBITDA margin 38.3% 36.3% 
 2.0 %
Attendance 23,263
 23,961
 (698) (2.9)%
Per capita spending $44.13
 $41.44
 $2.69
 6.5 %
Out-of-park revenues $124,041
 $119,460
 4,581
 3.8 %

Net revenues totaled $1,086.11,124.7 million for the twelve months ended June 30,September 29, 2013, decreasingincreasing $16.840.6 million, from $1,102.91,084.1 million for the trailing twelve months ended July 1,September 30, 2012. The 2% decrease4% increase in revenues for the twelve-month period was primarily due to the extra week of operationsdriven by a 7% increase in the prior year's twelve month period. For the current twelve month period,average in-park guest per capita spending, increased 6%, onthe result of a stronger admissions per capita spendingcap and improved pure in-park spending. The increase in pure in-park spending which was driven largely byin large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased between

42


years due primarily to the extra week of operations in the twelve-month period ended July 1, 2012.September 30, 2012, as well as the sale of two non-core water parks during the current year period. Out-of-park revenues increased $4.6 million primarily due to an increase in processing fees as part of our expansion of ticketing options. The decreaseincrease in net revenues for the twelve months ended June 30,September 29, 2013 also reflects the negative impact of currency exchange rates and the weakening Canadian dollar on our Canadian operations (approximately $3.7$3.2 million) during the period.


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Operating costs and expenses decreased $11.4$1.6 million, or 2%less than 1%, to $689.0$700.3 million, in large part due to one less week of operations in the current twelve-month period, and were in line with expectations. The decrease in costs and expenses reflects a $2.8$2.9 million decrease in cost of goods sold and a $6.4$1.2 million decrease in operating expenses, anddue primarily to the one less week in the period. These year-over-year cost decreases were partially offset by a $2.2 decrease$2.6 million increase in SG&A costs. The increase in SG&A costs reflects a $2.8 million increase in employment-related costs related to higher staffing levels and incentive compensation plans tied to company performance and a $3.0 million increase in advertising costs related to the transition to a new advertising agency, somewhat offset by a $2.6 decrease in professional and administrative costs, the result of reductions in litigation expenses and consulting fees in the period. The overall decrease in costs and expenses also reflects the impact of exchange rates on our Canadian operations ($0.61.0 million) during the period.

For the twelve-month period ending September 29, 2013, the gain on sale of other assets was $15.4 million, reflecting the gain on the sale of two non-core water parks during the period. Loss on impairment/retirement of fixed assets net,for the period was $8.4 million, due to the removal of a ride to enhance a section of one of our parks, as well as retirements of assets across all of our properties. Loss on impairment/retirement of fixed assets during the period ended September 30, 2012 totaled $31.7$34.5 million, which reflectsreflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom along with losses on other retirements. During the twelve-month period ended June 30, 2013, two non-core assets were sold at gains totaling $6.6 million. During the twelve-month period ended July 1, 2012, aand an $8.8 million charge of $10.4 million for the retirement of fixed assets was recorded,an asset which includes the retirement of the asset asis further described in Note 11 to the financial statements.

Depreciation and amortization expense for the period decreased $5.3$4.8 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of 2012. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period decreased $14.9increased $88.5 million to $246.8$309.0 million from $261.7$220.5 million.

Interest expense for the twelve months ended June 30,September 29, 2013 decreased $25.7$12.5 million to $105.2$103.9 million, from $130.9$116.4 million for the same twelve-month period a year ago. The reductiondecrease in interest expense was primarily attributablereflects a decrease in revolver interest in the period due to an approximate 300 basis point (bps) declinelower borrowings and a lower average cost resulting from the March 2013 refinancing, a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our effective interest rate,prior credit agreement, and the result of lower fixed rates on London InterBank Offered Rate (LIBOR) within our interest-rate swap contracts. Additionally during the current period, the average outstanding balanceimpact of the revolver, as well assettlement of our Canadian cross-currency swaps in the average borrowing rate on the revolver, both declined resulting in lower interest expense.first quarter of 2012.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a charge to earnings of $6.6$8.1 million compared to a benefit to earnings of $14.7$10.9 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI and write-off of amounts related to de-designated swaps, which were offset by gains from marking the ineffective and de-designated swaps to market and foreign currency gains related to the U.S.-dollar denominated Canadian term loan in the current period. During the current period, we also recognized a $13.7$20.2 million charge to earnings for unrealized/realized foreign currency losses, which included a $13.9$19.4 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of $17.9$24.0 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of $13.8$27.9 million in twelve-month period ended July 1, 2012 for the tax attributes of our corporate subsidiaries and PTP taxes.September 30, 2012.

After interest expense and provision for taxes, net income for the period totaled $69.0$118.4 million, or $1.24$2.12 per diluted limited partner unit, compared with net income of $117.1$105.9 million, or $2.10$1.89 per diluted unit, a year ago.

As discussed above, the current twelve-monthtrailing-twelve-month results include one less week of operations due to the timing of the secondthird quarter fiscal close. Comparing the twelve-month periods for both 2013 and 2012 on a comparable 52-week basis, net revenues would be up approximately $37.3$55.1 million, or 4%5%, on increases in both average in-park guest per capita spending and out-of- parkout-of-park revenues, partially offset by a slight decline in attendance. The increase in average in-park guest per capita spending is primarily due to a higher admissions per capita spendingcap and improved pure in-park spending, which was driven largely by improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Out-of-park revenues would have increased $0.7$6.3 million primarily due to an increase in transaction fees from on-line ticket sales. Attendance for the comparable period would have decreased 404,000351,000 visits, primarily due to soft attendance during the fourth quarter of 2012 compared with the fourth quarter of 2011.


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On a comparable 52-week basis, operating costs and expenses would have increased approximately $10.1$9.1 million, the net result of a $1.7$1.9 million increasedecrease in cost of goods sold, a $7.4$6.2 million increase in operating expenses and a $1.0$4.8 million increase in SG&A costs. The increase in operating expenses was primarily attributable to an increase in employment-related expenses of $7.0$3.3 million, a $4.7$3.9 million increase in operating supply costs, a $1.9 million increase in property and other non-income taxes, and a $1.4$1.6 million increase in utility costs. Somewhat offsetting these operating-expense increases were decreases in maintenance expenses of $5.0$3.5 million and insurance expenses of $3.3$1.6 million. The increase in employment-related costs was largely due to higher benefit costs and increased seasonal labor hours resulting from expanded operating hours at several parks, the introduction of additional attractions and enhanced guest services at our parks. Operating supply costssupplies increased due largely to the introduction of new extra-charge attractions and incremental expenses related to our expanded premium benefit offerings. Property taxes increased due to the timing

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of the receipt of a refund at one of our parks in the trailing-twelve-month period ended July 1, 2012, while utilityUtility costs increased primarily due to rate increases and the addition of new rides and attractions at the parks. The increase in SG&A costs for the period reflects a $3.1$3.4 million increase in employment-related costs due to higher staffing levels and bonusincentive compensation plans tied to company performance, and a $1.9$4.0 million increase in advertising costs related to the transition to a new advertising agency, and a $1.3 million increase in operating supplies, largely related to the expansion of our e-commerce platform.agency. Somewhat offsetting these SG&A cost increases was a $4.6$2.5 million decrease in professional and administrative costs primarily due to reductions in litigation expenses and consulting fees in the period.

Adjusted EBITDA for the twelve-month period ended June 30,September 29, 2013, decreased $6.4increased $37.1 million, or 2%9%, to $404.6$430.7 million. This decrease was due to the one fewer operating week in the current twelve-month period. On a same-week basis, Adjusted EBITDA for the twelve-month period would have increased approximately $26.1$40.9 million, or 7%11%. On a same-week basis, our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased 120190 bps to 37.3%38.3% from 36.1%36.4% for the twelve-month period ended June 30,September 29, 2013, primarily due to an increase in revenues resulting from the continued success of high-margin revenues initiatives as our new premium guest benefit offerings and theour admission pricing, program combined with continued focus on controlling operating costs.

JulyOctober 2013 -

Based on preliminary results, through August 4, 2013, net revenues through November 3, 2013 were approximately $712$1,104 million, up 5%6%, or $36$65 million, compared with $676$1,039 million for the same period last year. The increase was athe result of an approximate 5%6%, or $2.24,$2.31, increase in average in-park guest per capita spending to $43.47,a record $44.33, and aan approximate 7%, or $5$8 million increase, in out-of-park revenues to $78$117 million. These increases were slightly offset by a less than one percent, or 52,000-visit, decreaseAlso contributing to revenue growth was an increase in attendance to 15.0 million visits.of 100,000 visits, compared with last year. Excluding the sale of two water park sold in 2012,parks, attendance was up 1%2%, or 75,000334,000 visits, when compared with this time last year.to a record 22.7 million visits on a comparable park basis.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the secondthird quarter of 2013 in sound condition. The negative working capital ratio (current liabilitiesassets divided by current assets)liabilities) of 1.21.5 at June 30,September 29, 2013 reflects the impact of our seasonal business. Cash, receivablesReceivables, inventories, and inventoriespayables are at normal seasonal levels and credit facilities arelevels.
Operating Activities
During the nine-month period ended September 29, 2013, net cash provided by operating activities increased $40.2 million from the same period a year ago, primarily due to the year-over-year growth in placerevenues.
For the twelve-month period ended September 29, 2013 net cash provided by operating activities increased $52.3 million from the same period a year ago, also reflective of the year-over-year growth in revenues.
Investing Activities
Net cash used in investing activities in the first nine months of 2013 was $82.2 million, an increase of $7.6 million compared with the nine month period ended September 30, 2012. Within investing activities, capital expenditures increased $21.7 million. During the current period, $15.3 million was received for the sale of a non-core waterpark.
Net cash used in investing activities for the trailing-twelve-month period ended September 29, 2013 totaled $86.6 million compared with $91.9 million for the same period a year ago. The decrease reflects the receipt of $30.2 million from the sale of two non-core water parks during the period, offset somewhat by a $23.6 million increase in capital expenditures.
Financing Activities
Net cash used in financing activities in the first nine months of 2013 was $130.1 million, a decrease of $12.3 million compared with the nine-month period ended September 30, 2012. The decrease was due to funda one-time cash cost of $50.5 million to settle our Canadian derivative in the first quarter of 2012, offset somewhat by an increase in distributions paid in the current liabilities.year of $37.9 million.
Net cash used in financing activities in the trailing-twelve-month period ended September 29, 2013 totaled $150.6 million, a decrease of $31.2 million compared with the twelve-month period ended September 30, 2012. The decrease was due to the $50.5

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million Canadian derivative settlement in 2012, offset somewhat by an increase in distributions paid of $21.4 million in the current twelve-month period.
In July 2010, we issued $405 million of 9.125% senior unsecured notes, maturing in 2018, in a private placement, including $5.6 million of Original Issue Discount (OID) to yield 9.375%. Concurrently with this offering, we entered into a new $1,435 million credit agreement (the "2010 Credit Agreement"), which included a $1,175 million senior secured term loan facility and a $260 million senior secured revolving credit facility. The net proceeds from the offering of the notes, along with borrowings under the 2010 Credit Agreement, were used to repay in full all amounts outstanding under our previous credit facilities.

In February 2011, we amended the 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") and extended the maturity date of the U.S. term loan portion of the credit facilities by one year. Under the Amended 2010 Credit Agreement, the extended U.S. term loan was scheduled to mature in December of 2017 and bore interest at a rate of LIBOR plus 300 bps, with a LIBOR floor of 100 bps.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013,we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

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letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.4 million of fixed-rate debt (including OID), $58.0 million outstanding borrowings under our revolving credit facility, and cash on hand of $43.6 million. After letters of credit, which totaled $16.4 million at June 30, 2013, we had $180.6 million of available borrowings under the revolving credit facility under the 2013 Credit Agreement.
Our $405 million of senior unsecured notes require semi-annual interest payments in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.
In February 2011, we amended our 2010 Credit Agreement (as so amended, the "Amended 2010 Credit Agreement") to provide a $1,175 million senior secured term loan facility with interest at a rate of LIBOR plus 300 bps along with a LIBOR floor of 100 bps. The amendment extended the maturity date of the term loan portion of the credit facilities to December 2018.
The Amended 2010 Credit Agreement also included a $260 million revolving credit facility. Under the agreement, the Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility also bear interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July of 2015, also provided for the issuance of documentary and standby letters of credit.

In March 2013, we issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Our $500 million of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%.

Concurrently with this offering, we entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 15, 2020 and an interest rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the Amended 2010 Credit Agreement. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. The Canadian portion of the revolving credit facility has a limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $628.4 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $901.6 million of fixed-rate debt (including OID), no outstanding borrowings under our revolving credit facility, and cash on hand of $183.5 million. After letters of credit, which totaled $16.4 million at September 29, 2013, we had $238.6 million of available borrowings under the revolving credit facility.
In order to maintainlock in fixed interest costs on a portion of our domestic term debt, in September 2010 we entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, we determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of $7.2 million recorded in AOCI through the date of de-designation are being amortized through December 2015.
In March 2011, we entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to earnings and

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recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.
In May 2011, we entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.
As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, and accordingly, the May 2011 swaps are now over hedged. On March 4, 2013, we entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The September 2010 swaps, the March 2011 swaps, and the March 2013 swapsCombination Swaps were jointly designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.33%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million, which will be amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.
During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%. In October 2013, the Partnership entered into an additional forward-starting interest rate swap agreement ("October 2013 swaps") that will effectively convert $100 million of variable-rate debt to a 2.70% fixed rate beginning in December of 2015.
At June 30,September 29, 2013, the fair market value of the September 2010 swaps, the March 2011 swaps and the March 2013 swapsderivative portfolio was a liability of $20.131.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet. The May 2011 swaps had a fair market value of $6.7 million as of June 30, 2013 and was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

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The following table presents our September 20102013 forwards and the October 2013 swaps March 2011 swaps,which mature in December 2018, and the Combination Swaps and May 2011 swaps, and March 2013 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 2.27% 50,000
 2.54%
 75,000
 2.30% 30,000
 2.54%
 50,000
 2.29% 70,000
 2.54%
 150,000
 2.43% 50,000
 2.54%
 50,000
 2.29%    
 50,000
 2.43%    
 25,000
 2.30%    
Total $'s / Average Rate$600,000
 2.33% $200,000
 2.54%
 Interest Rate Swaps
($'s in thousands)Derivatives designated as hedging instruments Derivatives not designated as hedging instruments
 Notional Amounts LIBOR Rate Notional Amounts LIBOR Rate
 $200,000
 3.00% $200,000
 2.27%
 100,000
 3.00% 150,000
 2.43%
 100,000
 3.00% 75,000
 2.30%
 100,000
 2.70% 70,000
 2.54%
     50,000
 2.54%
     50,000
 2.54%
     50,000
 2.43%
     50,000
 2.29%
     50,000
 2.29%
     30,000
 2.54%
     25,000
 2.30%
Total $'s / Average Rate$500,000
 2.94% $800,000
 2.38%


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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason including a decline in operating results due to economic or weather conditions,and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the secondthird quarter of 2013, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will remain at that level through the end of the first quarter in 2014 and will decrease each second quarter beginning in the second quarter of 2014. Based on our trailing-twelve-month results ending June 30,September 29, 2013, our Consolidated Leverage Ratio was 3.813.57x, providing $157.0184.1 million of EBITDA cushion on the ratio at the end of the secondthird quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of June 30,September 29, 2013.
The 2013 Credit Agreement allows restricted payments of up to $60 million so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.
At June 30,September 29, 2013, the notes maturing in 2018 have the more restrictive covenants than the 2021 notes.covenants. The terms of the indenture governing our 2018 notes permit us to make restricted payments of $20 million annually. Our ability to make additional restricted payments in 2013 and beyond is permitted should our trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.
In accordance with these debt provisions, on MayAugust 8, 2013, we announced the declaration of a distribution of $0.625 per limited partner unit, which was paid on June 17,September 16, 2013, and on August 8,November 7, 2013 we announced the declaration of a distribution of $0.625$0.70 per limited partner unit, payable SeptemberDecember 16, 2013.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.


Off Balance Sheet Arrangements:
We had $16.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 30,September 29, 2013. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can

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give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.


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

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As of June 30,September 29, 2013, we had $901.4$901.6 million of fixed-rate senior unsecured notes and $628.4 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $35$31 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt, after the fixed-rate swap agreements, would lead to a decrease of approximately $0.7 million in annual cash interest costs.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.9$3.7 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of June 30,September 29, 2013, the Partnership's management has evaluated the effectiveness of the design and operation of the Partnership's disclosure controls and procedures under supervision of management, and with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of June 30, 2013.September 29, 2013.
 

(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended June 30,September 29, 2013 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.










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PART II - OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS

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

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013 the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County Common Pleas Court for further proceedings.  On June 3, 2013 the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013 Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  TheOn September 25, 2013  the Supreme Court will review the jurisdictional memoranda filed and determine whether to acceptof Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and decide the caseits applicability to individual employment agreements. The matter will now proceed on the merits.merits and both sides will have the opportunity to file briefs with the court in support of their respective arguments.  The Partnership believes the liability recorded

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as of June 30,September 29, 2013 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.


ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in ourthe Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 5. OTHER INFORMATION

On May 8, 2013, the Partnership announced that it had identified a historical classification error in the Partnership'sits initial determination of whether a specific asset retired under the composite method of depreciation was normal or unusual. The error resulted in the overstatement of Income before taxes of $8.8 million for the period ended December 31, 2011.

Under the composite method of depreciation, no gain or loss is recognized on normal retirements of composite assets. Instead the net book value after salvage of a retired asset reduces accumulated depreciation for the composite group. Abnormal or unusual retirements of composite assets would result in the recognition of a gain or loss. The error resulted in the Partnership's application of its qualitative policy used to determine whether an asset retirement is normal or unusual. The asset retirement beingthat was restated was originally classified as normal, thus reducing accumulated depreciation. Management identified that the Partnership had failed to consider whether the specific asset had a substantial net book value and/or if the retirement caused a deviation from the estimated composite depreciation survivor curve as well as other minor qualitative issues.

The restatement amount of $8.8 million iswas recorded in Loss on impairment / retirement of fixed assets, net in the Annual Report on Form 10-K/A filing to correct the previous error.

As disclosed in the Partnership's prior filings, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation with the change effective January 1, 2013. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. The change to the unit method of depreciation eliminates the qualitative judgment needed to determine whether an asset retirement is normal or unusual, as the net book value of all retirements will be recorded in the Consolidated Statements of Operations and Comprehensive Income.

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ITEM 6. EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  CEDAR FAIR, L.P. 
  (Registrant) 
    
  By Cedar Fair Management, Inc. 
  General Partner 
   
Date:August 8,November 7, 2013/s/ Matthew A. Ouimet
  Matthew A. Ouimet
  President and Chief Executive Officer
    
Date:August 8,November 7, 2013/s/ Brian C. Witherow
  Brian C. Witherow
  Executive Vice President and
  Chief Financial Officer

 

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INDEX TO EXHIBITS
 
Exhibit (10.1)Amendment No. 1 dated September 30, 2013 to the 2013 Credit Agreement dated as of March 6, 2013.
Exhibit (10.2)Employment Agreement with Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on October 21, 2013.
Exhibit (31.1)  Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (31.2)  Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
Exhibit (32)  Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  
Exhibit (101)  The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,September 29, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) The Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) The Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes
 

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