x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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34-1560655
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Cedar Point Drive
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Sandusky, Ohio
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44870-5259
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(Address of principal executive office)
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(Zip Code)
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Registrant's telephone number, including area code: (419) 626-0830
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Title of each class
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Name of each exchange on which registered
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Depositary Units (Representing Limited Partner Interests)
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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PAGE
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3
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7
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11
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12
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25
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26
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60
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60
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62
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62
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62
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62
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63
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63
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63
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67
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68
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Consent
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100
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Certifications
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101
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Name
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Age
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Position(s)
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Matthew A. Ouimet
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56
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Matt Ouimet has served as Chief Executive Officer since January 2012 and as President since June 2011. Before joining Cedar Fair, Matt served in multiple roles from 2009 through 2010 at Corinthian Colleges, including President and Chief Executive Officer. Prior to joining Corinthian Colleges, he served as President, Hotel Group for Starwood Hotels and Resorts Worldwide from 2006 through 2008.
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Richard A. Zimmerman
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54
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Richard Zimmerman has served as Chief Operating Officer since October 2011. Prior to that, he served as Executive Vice President since November 2010, previously serving as Regional Vice President since June 2007 and has been with Cedar Fair since 2006. Richard served as Vice President and General Manager of Kings Dominion from 1998 through 2006.
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Brian C. Witherow
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48
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Brian Witherow has served as Executive Vice President and Chief Financial Officer since January 2012. Prior to that, Brian served as Vice President and Corporate Controller beginning in July 2005. Brian has been with Cedar Fair in various other positions since 1995.
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H. Philip Bender
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59
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Phil Bender has served as Executive Vice President, Operations, since November 2010, previously serving as Regional Vice President beginning in June 2006. Prior to being promoted to a corporate executive, he served as Vice President and General Manager of Worlds of Fun / Oceans of Fun from 2000 through 2006.
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Robert A. Decker
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54
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Rob Decker was promoted to Senior Vice President of Planning & Design in January 2015. Prior to that, Rob served as Corporate Vice President of Planning & Design since the end of 2002, and he has been with Cedar Fair since 1999. Prior to joining Cedar Fair, Rob served as Design Director at Jack Rouse Associates, Inc., a consultant firm to the entertainment industry, from 1989 through 1999.
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Craig J. Freeman
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61
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Craig Freeman was promoted to Senior Vice President of Administration in January 2015. Prior to that, he served as Corporate Vice President of Administration since September 2005. Craig served as Vice President and General Manager of Knott’s Camp Snoopy at the Mall of America from 1996 through 2005.
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Duffield E. Milkie
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49
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Duff Milkie was promoted to Executive Vice President and General Counsel in January 2015 and has served as Corporate Secretary since February 2012. He served as Corporate Vice President and General Counsel from February 2008 to February 2012. Prior to joining Cedar Fair, Duff was a partner in the law firm of Wickens, Herzer, Panza, Cook, & Batista from 1998 through 2008.
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David R. Hoffman
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46
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Dave Hoffman has served as Senior Vice President and Chief Accounting Officer since January 2012. Prior to that, he served as Vice President of Finance and Corporate Tax since November 2010. He served as Vice President of Corporate Tax from October 2006 until November 2010. Prior to joining Cedar Fair, Dave served as a business advisor with Ernst & Young from 2002 through 2006.
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Kelley Semmelroth
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50
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Kelley Semmelroth has served as Executive Vice President and Chief Marketing Officer since February 2012. Prior to joining Cedar Fair, Kelley served as Senior Vice President, Marketing Planning Director for TD Bank from 2010 through 2012. Prior to joining TD Bank, she served as Senior Vice President of Brand Strategy and Management at Bank of America from 2005 through 2010.
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•
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pay distributions on or make distributions in respect of our capital stock or units or make other restricted payments;
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•
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incur additional debt or issue certain preferred equity;
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•
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make certain investments;
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•
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sell certain assets;
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•
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create restrictions on distributions from restricted subsidiaries;
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•
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create liens on certain assets to secure debt;
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•
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consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all of our assets;
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•
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enter into certain transactions with our affiliates; and
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•
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designate our subsidiaries as unrestricted subsidiaries.
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•
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limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes;
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•
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limit our flexibility in planning or reacting to changes in business and future business operations; and
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•
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make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing other indebtedness.
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2014
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Distribution
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High
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Low
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4th quarter
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$
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0.75
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$
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48.25
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$
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42.75
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3rd quarter
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0.70
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53.15
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45.05
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2nd quarter
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0.70
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55.77
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48.84
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1st quarter
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0.70
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54.70
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47.21
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2013
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4th quarter
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$
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0.70
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$
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50.16
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$
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42.67
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3rd quarter
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0.63
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44.49
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41.11
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2nd quarter
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0.63
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44.29
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38.28
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1st quarter
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0.63
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39.90
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33.95
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Period
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(a)
Total Number of Units Purchased
(1)
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(b)
Average Price Paid per Unit
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(c)
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
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(d)
Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
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||||||||
September 29 - October 28
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$
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—
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$
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—
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$
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—
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$
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—
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October 29 - November 28
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—
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—
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—
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—
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November 29 - December 31
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35,991
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48.40
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—
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—
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||||
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$
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35,991
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$
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48.40
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$
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—
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$
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—
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(1)
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All of the units reported as purchased are attributable to units that were disposed of back to us in satisfaction of tax obligations related to the vesting of restricted units which were granted under the Cedar Fair, L.P. 2008 Omnibus Incentive Plan.
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Base Period
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Return
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||||||||||||||||||||
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2009
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2010
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2011
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2012
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2013
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2014
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||||||||||||
Cedar Fair, L.P.
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$
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100.00
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$
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135.12
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$
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200.83
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$
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328.87
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$
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517.23
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$
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547.87
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S&P 500
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100.00
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115.05
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117.48
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133.23
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172.67
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192.34
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||||||
S&P 400
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100.00
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126.64
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124.45
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144.45
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190.04
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205.60
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||||||
S&P Movies and Entertainment
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100.00
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83.26
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92.70
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124.81
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194.17
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228.77
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2014
(1)
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2013
(2)
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2012
(3)
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2011
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2010
(4)
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||||||||||
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(In thousands, except per unit and per capita amounts)
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||||||||||||||||||
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||||||||||
Statement of Operations
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Net revenues
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$
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1,159,605
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$
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1,134,572
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$
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1,068,454
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$
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1,028,472
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$
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977,592
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Operating income
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278,332
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301,761
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233,675
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227,946
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151,669
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|||||
Income (loss) before taxes
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114,100
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128,447
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133,614
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73,173
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(30,382
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)
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|||||
Net income (loss)
|
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104,215
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108,204
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101,857
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65,296
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(33,052
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)
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|||||
Net income (loss) per unit - basic
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1.88
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1.95
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1.83
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1.18
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(0.60
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)
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|||||
Net income (loss) per unit - diluted
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1.86
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1.94
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1.82
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1.17
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(0.60
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)
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|||||
Balance Sheet Data
|
|
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||||||||||
Total assets
|
|
$
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2,038,319
|
|
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$
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2,014,627
|
|
|
$
|
2,019,865
|
|
|
$
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2,047,168
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|
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$
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2,065,877
|
|
Working capital (deficit)
|
|
5,498
|
|
|
27,698
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|
|
2,904
|
|
|
(104,928
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)
|
|
(98,518
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)
|
|||||
Long-term debt
|
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1,558,850
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|
|
1,520,632
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|
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1,532,180
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|
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1,556,379
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|
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1,579,703
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|
|||||
Partners' equity
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96,217
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|
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139,131
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|
|
154,451
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|
|
136,350
|
|
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121,628
|
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|||||
Distributions
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|
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||||||||||
Declared per limited partner unit
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|
$
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2.85
|
|
|
$
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2.58
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|
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$
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1.60
|
|
|
$
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1.00
|
|
|
$
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0.25
|
|
Paid per limited partner unit
|
|
2.85
|
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2.58
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1.60
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1.00
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|
|
0.25
|
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|||||
Other Data
|
|
|
|
|
|
|
|
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|
|
||||||||||
Depreciation and amortization
|
|
$
|
124,286
|
|
|
$
|
122,487
|
|
|
$
|
126,306
|
|
|
$
|
125,837
|
|
|
$
|
128,856
|
|
Adjusted EBITDA
(5)
|
|
431,280
|
|
|
425,430
|
|
|
390,954
|
|
|
374,576
|
|
|
359,231
|
|
|||||
Capital expenditures
|
|
166,719
|
|
|
120,488
|
|
|
96,232
|
|
|
90,190
|
|
|
71,706
|
|
|||||
Combined attendance
(6)
|
|
23,305
|
|
|
23,519
|
|
|
23,300
|
|
|
23,386
|
|
|
22,794
|
|
|||||
Combined in-park guest per capita spending
(7)
|
|
$
|
45.54
|
|
|
$
|
44.15
|
|
|
$
|
41.95
|
|
|
$
|
40.03
|
|
|
$
|
39.21
|
|
(1)
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Operating results for 2014 include a charge of $29.3 million for the loss on early debt extinguishment and a non-cash charge of $2.4 million for the impairment of long-lived assets at Wildwater Kingdom.
|
(2)
|
Operating results for 2013 include a non-cash charge of $34.6 million for the loss on early debt extinguishment.
|
(3)
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Operating results for 2012 include a non-cash charge of $25.0 million for the impairment of long-lived assets at Wildwater Kingdom.
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(4)
|
Operating results for 2010 include a non-cash charge of $35.3 million for the loss on debt extinguishment and a non-cash charge of $62.0 million for the impairment of long-lived assets at Great America, the majority of which were originally recorded with the Paramount Parks acquisition.
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(5)
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Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current credit agreement. Adjusted EBITDA is not a measurement of operating performance computed in accordance with GAAP and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. We believe that Adjusted EBITDA is a meaningful measure of park-level operating profitability and we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA may not be comparable to similarly titled measures of other companies. A reconciliation of net income (loss) to Adjusted EBITDA is provided below.
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(6)
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Combined attendance includes attendance figures from the eleven amusement parks and all separately gated outdoor water parks.
|
(7)
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Combined in-park guest per capita spending ("per capita spending") includes all amusement park, outdoor water park, causeway tolls and parking revenues for the amusement park and water park operating seasons. Revenues from indoor water park, hotel, campground, marina and other out-of-park operations are excluded from per capita statistics.
|
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(In thousands )
|
||||||||||||||||||
Net income (loss)
|
|
$
|
104,215
|
|
|
$
|
108,204
|
|
|
$
|
101,857
|
|
|
$
|
65,296
|
|
|
$
|
(33,052
|
)
|
Interest expense
|
|
96,286
|
|
|
103,071
|
|
|
110,619
|
|
|
157,185
|
|
|
150,285
|
|
|||||
Interest income
|
|
(126
|
)
|
|
(154
|
)
|
|
(68
|
)
|
|
(157
|
)
|
|
(1,154
|
)
|
|||||
Provision for taxes
|
|
9,885
|
|
|
20,243
|
|
|
31,757
|
|
|
7,877
|
|
|
2,670
|
|
|||||
Depreciation and amortization
|
|
124,286
|
|
|
122,487
|
|
|
126,306
|
|
|
125,837
|
|
|
128,856
|
|
|||||
EBITDA
|
|
334,546
|
|
|
353,851
|
|
|
370,471
|
|
|
356,038
|
|
|
247,605
|
|
|||||
Loss on early debt extinguishment
|
|
29,261
|
|
|
34,573
|
|
|
—
|
|
|
—
|
|
|
35,289
|
|
|||||
Net effect of swaps
|
|
(2,062
|
)
|
|
6,883
|
|
|
(1,492
|
)
|
|
(13,119
|
)
|
|
18,194
|
|
|||||
Unrealized foreign currency (gain) loss
|
|
40,883
|
|
|
29,085
|
|
|
(9,181
|
)
|
|
9,830
|
|
|
(17,464
|
)
|
|||||
Equity-based compensation
|
|
12,536
|
|
|
5,535
|
|
|
3,265
|
|
|
(239
|
)
|
|
(89
|
)
|
|||||
Loss on impairment of goodwill and other intangibles
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,293
|
|
|||||
Loss on impairment/retirement of fixed assets, net
|
|
9,757
|
|
|
2,539
|
|
|
30,336
|
|
|
11,355
|
|
|
62,752
|
|
|||||
Gain on sale of other assets
|
|
(921
|
)
|
|
(8,743
|
)
|
|
(6,625
|
)
|
|
—
|
|
|
—
|
|
|||||
Terminated merger costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
10,375
|
|
|||||
Refinancing costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
955
|
|
|
—
|
|
|||||
Class action settlement costs
|
|
4,953
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276
|
|
|||||
Other non-recurring costs
(1)
|
|
2,327
|
|
|
1,707
|
|
|
4,180
|
|
|
9,526
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
|
$
|
431,280
|
|
|
$
|
425,430
|
|
|
$
|
390,954
|
|
|
$
|
374,576
|
|
|
$
|
359,231
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The Company's 2010, 2011, and 2013 Credit Agreements reference certain costs as non-recurring or unusual. These items are excluded in the calculation of Adjusted EBITDA and have included litigation expenses and costs for SEC compliance matters related to Special Meeting requests, costs associated with certain unusual ride abandonment and relocation expenses, and costs associated with the transition to a new advertising agency.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
For the years ended December 31,
|
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
|
( amounts in millions, except attendance, per capita spending and percentages)
|
|||||||||||||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Admissions
|
|
|
$
|
661.5
|
|
|
57.0
|
%
|
|
$
|
647.0
|
|
|
57.0
|
%
|
|
$
|
612.1
|
|
|
57.3
|
%
|
Food, merchandise and games
|
|
|
365.5
|
|
|
31.5
|
%
|
|
356.1
|
|
|
31.4
|
%
|
|
342.2
|
|
|
32.0
|
%
|
|||
Accommodations and other
|
|
|
132.6
|
|
|
11.4
|
%
|
|
131.5
|
|
|
11.6
|
%
|
|
114.1
|
|
|
10.7
|
%
|
|||
Net revenues
|
|
|
1,159.6
|
|
|
100.0
|
%
|
|
1,134.6
|
|
|
100.0
|
%
|
|
1,068.4
|
|
|
100.0
|
%
|
|||
Operating costs and expenses
|
|
|
748.1
|
|
|
64.5
|
%
|
|
716.5
|
|
|
63.2
|
%
|
|
684.7
|
|
|
64.1
|
%
|
|||
Depreciation and amortization
|
|
|
124.2
|
|
|
10.7
|
%
|
|
122.5
|
|
|
10.8
|
%
|
|
126.3
|
|
|
11.8
|
%
|
|||
Loss on impairment / retirement of fixed assets
|
|
9.8
|
|
|
0.8
|
%
|
|
2.5
|
|
|
0.2
|
%
|
|
30.3
|
|
|
2.8
|
%
|
||||
Gain on sale of other assets
|
|
|
(0.9
|
)
|
|
(0.1
|
)%
|
|
(8.7
|
)
|
|
(0.8
|
)%
|
|
(6.6
|
)
|
|
(0.6
|
)%
|
|||
Operating income
|
|
|
278.4
|
|
|
24.0
|
%
|
|
301.8
|
|
|
26.6
|
%
|
|
233.7
|
|
|
21.9
|
%
|
|||
Interest and other expense, net
|
|
|
96.2
|
|
|
8.3
|
%
|
|
102.9
|
|
|
9.0
|
%
|
|
110.6
|
|
|
10.3
|
%
|
|||
Net effect of swaps
|
|
|
(2.1
|
)
|
|
(0.2
|
)%
|
|
6.9
|
|
|
0.6
|
%
|
|
(1.5
|
)
|
|
(0.1
|
)%
|
|||
Loss on early debt extinguishment
|
|
|
29.3
|
|
|
2.5
|
%
|
|
34.6
|
|
|
3.0
|
%
|
|
—
|
|
|
—
|
%
|
|||
Unrealized / realized foreign currency (gain) loss
|
|
40.9
|
|
|
3.5
|
%
|
|
28.9
|
|
|
2.5
|
%
|
|
(9.0
|
)
|
|
(0.8
|
)%
|
||||
Provision for taxes
|
|
|
9.9
|
|
|
0.9
|
%
|
|
20.3
|
|
|
1.8
|
%
|
|
31.7
|
|
|
3.0
|
%
|
|||
Net income
|
|
|
$
|
104.2
|
|
|
9.0
|
%
|
|
$
|
108.2
|
|
|
9.5
|
%
|
|
$
|
101.9
|
|
|
9.5
|
%
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Combined attendance (in thousands)
|
|
23,305
|
|
|
|
|
23,519
|
|
|
|
|
23,300
|
|
|
|
|||||||
Combined in-park guest per capita spending
|
|
$
|
45.54
|
|
|
|
|
$
|
44.15
|
|
|
|
|
$
|
41.95
|
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|||||||||
|
|
12/31/13
|
|
12/31/12
|
|
$
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Net revenues
|
|
$
|
1,134,572
|
|
|
$
|
1,068,454
|
|
|
$
|
66,118
|
|
|
6.2
|
%
|
Operating costs and expenses
|
|
716,528
|
|
|
684,762
|
|
|
31,766
|
|
|
4.6
|
%
|
|||
Depreciation and amortization
|
|
122,487
|
|
|
126,306
|
|
|
(3,819
|
)
|
|
(3.0
|
)%
|
|||
Loss on impairment/retirement of fixed assets
|
|
2,539
|
|
|
30,336
|
|
|
(27,797
|
)
|
|
N/M
|
|
|||
Gain on sale of other assets
|
|
(8,743
|
)
|
|
(6,625
|
)
|
|
(2,118
|
)
|
|
N/M
|
|
|||
Operating income
|
|
$
|
301,761
|
|
|
$
|
233,675
|
|
|
$
|
68,086
|
|
|
29.1
|
%
|
Other Data:
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA
(1)
|
|
$
|
425,430
|
|
|
$
|
390,954
|
|
|
$
|
34,476
|
|
|
8.8
|
%
|
Adjusted EBITDA margin
(2)
|
|
37.5
|
%
|
|
36.6
|
%
|
|
—
|
|
|
0.9
|
%
|
|||
Attendance
|
|
23,519
|
|
|
23,300
|
|
|
219
|
|
|
0.9
|
%
|
|||
Per capita spending
|
|
$
|
44.15
|
|
|
$
|
41.95
|
|
|
$
|
2.20
|
|
|
5.2
|
%
|
Out-of-park revenues
|
|
$
|
124,164
|
|
|
$
|
116,767
|
|
|
$
|
7,397
|
|
|
6.3
|
%
|
N/M - Not meaningful
|
|
|
|
|
|
|
|
|
|||||||
(1) for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income, see Item 6, "Selected Financial Data," on pages 15-16.
|
|||||||||||||||
(2) Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) is not a measurement computed in accordance with generally accepted accounting principles ("GAAP") or a substitute for measures computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies. The Partnership provides Adjusted EBITDA margin because it believes the measure provides a meaningful metric of operating profitability.
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
2020 -
|
||||||||||
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
Thereafter
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
$
|
2,117,345
|
|
|
$
|
89,565
|
|
|
$
|
172,804
|
|
|
$
|
164,099
|
|
|
$
|
1,690,877
|
|
Capital expenditures
(2)
|
172,071
|
|
|
158,375
|
|
|
13,696
|
|
|
—
|
|
|
—
|
|
|||||
Lease & other obligations
(3)
|
157,212
|
|
|
21,469
|
|
|
15,692
|
|
|
13,008
|
|
|
107,043
|
|
|||||
Total
|
$
|
2,446,628
|
|
|
$
|
269,409
|
|
|
$
|
202,192
|
|
|
$
|
177,107
|
|
|
$
|
1,797,920
|
|
(1)
|
Represents maturities and mandatory prepayments on long-term debt obligations, fixed interest on senior notes, variable interest on term debt assuming current LIBOR interest rates, and the impact of our various derivative contracts. See Note 5 in “Notes to Consolidated Financial Statements” for further information.
|
(2)
|
Represents contractual obligations in place at year-end for the purchase of new rides, facilities, and attractions. Obligations not denominated in U.S. dollars have been converted based on the currency exchange rates as of
December 31, 2014
.
|
(3)
|
Represents contractual lease and purchase obligations in place at year-end.
|
|
|
|
|
|
|
|
|
Net income
|
|
Net income
|
||||||||||
|
|
|
|
|
|
|
|
(loss) per
|
|
(loss) per
|
||||||||||
|
|
|
|
Operating income
|
|
Net income
|
|
limited partner
|
|
limited partner
|
||||||||||
(Unaudited)
|
|
Net revenues
|
|
(loss)
|
|
(loss)
|
|
unit-basic
|
|
unit-diluted
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1st Quarter
|
|
$
|
40,466
|
|
|
$
|
(71,577
|
)
|
|
$
|
(83,540
|
)
|
|
$
|
(1.51
|
)
|
|
$
|
(1.51
|
)
|
2nd Quarter
(1)
|
|
363,014
|
|
|
91,847
|
|
|
43,902
|
|
|
0.79
|
|
|
0.79
|
|
|||||
3rd Quarter
|
|
595,318
|
|
|
252,933
|
|
|
161,902
|
|
|
2.92
|
|
|
2.90
|
|
|||||
4th Quarter
(2)
|
|
160,807
|
|
|
5,129
|
|
|
(18,049
|
)
|
|
(0.32
|
)
|
|
(0.32
|
)
|
|||||
|
|
$
|
1,159,605
|
|
|
$
|
278,332
|
|
|
$
|
104,215
|
|
|
$
|
1.88
|
|
|
$
|
1.86
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1st Quarter
(3)
|
|
$
|
41,799
|
|
|
$
|
(66,320
|
)
|
|
$
|
(109,126
|
)
|
|
$
|
(1.95
|
)
|
|
$
|
(1.95
|
)
|
2nd Quarter
|
|
361,620
|
|
|
97,455
|
|
|
47,390
|
|
|
0.85
|
|
|
0.85
|
|
|||||
3rd Quarter
|
|
592,076
|
|
|
266,723
|
|
|
190,424
|
|
|
3.43
|
|
|
3.41
|
|
|||||
4th Quarter
|
|
139,077
|
|
|
3,903
|
|
|
(20,484
|
)
|
|
(0.37
|
)
|
|
(0.37
|
)
|
|||||
|
|
$
|
1,134,572
|
|
|
$
|
301,761
|
|
|
$
|
108,204
|
|
|
$
|
1.95
|
|
|
$
|
1.94
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The second quarter of 2014 included a charge of $29.3 million for the loss on early extinguishment of debt due to the June 2014 refinancing.
|
(2)
|
The fourth quarter of 2014 included a non-cash charge of $2.4 million for the impairment of long-lived assets at Wildwater Kingdom.
|
(3)
|
The first quarter of 2013 included a non-cash charge of $34.6 million for the loss on early extinguishment of debt due to the March 2013 refinancing.
|
Note:
|
To assure that our highly seasonal operations will not result in misleading comparisons of interim periods, the Partnership has adopted the following reporting procedures: (a) seasonal operating costs are expensed over the operating season, including some costs incurred prior to the season, which are deferred and amortized over the season, and (b) all other costs are expensed as incurred or ratably over the entire year.
|
|
|
12/31/2014
|
|
12/31/2013
|
||||
ASSETS
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
131,840
|
|
|
$
|
118,056
|
|
Receivables
|
|
27,395
|
|
|
21,333
|
|
||
Inventories
|
|
25,883
|
|
|
26,080
|
|
||
Current deferred tax asset
|
|
9,265
|
|
|
9,675
|
|
||
Other current assets
|
|
9,334
|
|
|
11,353
|
|
||
|
|
203,717
|
|
|
186,497
|
|
||
Property and Equipment:
|
|
|
|
|
||||
Land
|
|
276,297
|
|
|
283,313
|
|
||
Land improvements
|
|
366,863
|
|
|
350,869
|
|
||
Buildings
|
|
599,907
|
|
|
584,659
|
|
||
Rides and equipment
|
|
1,535,705
|
|
|
1,494,112
|
|
||
Construction in progress
|
|
70,431
|
|
|
44,550
|
|
||
|
|
2,849,203
|
|
|
2,757,503
|
|
||
Less accumulated depreciation
|
|
(1,322,652
|
)
|
|
(1,251,740
|
)
|
||
|
|
1,526,551
|
|
|
1,505,763
|
|
||
Goodwill
|
|
228,291
|
|
|
238,089
|
|
||
Other Intangibles, net
|
|
38,191
|
|
|
39,471
|
|
||
Other Assets
|
|
41,569
|
|
|
44,807
|
|
||
|
|
$
|
2,038,319
|
|
|
$
|
2,014,627
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
23,933
|
|
|
$
|
13,222
|
|
Deferred revenue
|
|
61,161
|
|
|
44,521
|
|
||
Accrued interest
|
|
9,916
|
|
|
23,201
|
|
||
Accrued taxes
|
|
21,800
|
|
|
19,481
|
|
||
Accrued salaries, wages and benefits
|
|
34,102
|
|
|
29,200
|
|
||
Self-insurance reserves
|
|
23,377
|
|
|
23,653
|
|
||
Current derivative liability
|
|
11,791
|
|
|
—
|
|
||
Other accrued liabilities
|
|
12,139
|
|
|
5,521
|
|
||
|
|
198,219
|
|
|
158,799
|
|
||
Deferred Tax Liability
|
|
152,513
|
|
|
158,113
|
|
||
Derivative Liability
|
|
14,649
|
|
|
26,662
|
|
||
Other Liabilities
|
|
17,871
|
|
|
11,290
|
|
||
Long-Term Debt:
|
|
|
|
|
||||
Term debt
|
|
608,850
|
|
|
618,850
|
|
||
Notes
|
|
950,000
|
|
|
901,782
|
|
||
|
|
1,558,850
|
|
|
1,520,632
|
|
||
Commitments and Contingencies (Note 10)
|
|
|
|
|
||||
Partners’ Equity:
|
|
|
|
|
||||
Special L.P. interests
|
|
5,290
|
|
|
5,290
|
|
||
General partner
|
|
1
|
|
|
2
|
|
||
Limited partners, 55,828, and 55,716 units outstanding at December 31, 2014 and December 31, 2013, respectively
|
|
101,556
|
|
|
148,847
|
|
||
Accumulated other comprehensive loss
|
|
(10,630
|
)
|
|
(15,008
|
)
|
||
|
|
96,217
|
|
|
139,131
|
|
||
|
|
$
|
2,038,319
|
|
|
$
|
2,014,627
|
|
For the years ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenues:
|
|
|
|
|
|
|
||||||
Admissions
|
|
$
|
661,455
|
|
|
$
|
647,007
|
|
|
$
|
612,069
|
|
Food, merchandise and games
|
|
365,528
|
|
|
356,105
|
|
|
342,214
|
|
|||
Accommodations and other
|
|
132,622
|
|
|
131,460
|
|
|
114,171
|
|
|||
|
|
1,159,605
|
|
|
1,134,572
|
|
|
1,068,454
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of food, merchandise and games revenues
|
|
95,208
|
|
|
91,772
|
|
|
95,048
|
|
|||
Operating expenses
|
|
496,079
|
|
|
472,344
|
|
|
451,403
|
|
|||
Selling, general and administrative
|
|
156,864
|
|
|
152,412
|
|
|
138,311
|
|
|||
Depreciation and amortization
|
|
124,286
|
|
|
122,487
|
|
|
126,306
|
|
|||
Loss on impairment / retirement of fixed assets, net
|
|
9,757
|
|
|
2,539
|
|
|
30,336
|
|
|||
Gain on sale of other assets
|
|
(921
|
)
|
|
(8,743
|
)
|
|
(6,625
|
)
|
|||
|
|
881,273
|
|
|
832,811
|
|
|
834,779
|
|
|||
Operating income
|
|
278,332
|
|
|
301,761
|
|
|
233,675
|
|
|||
Interest expense
|
|
96,286
|
|
|
103,071
|
|
|
110,619
|
|
|||
Net effect of swaps
|
|
(2,062
|
)
|
|
6,883
|
|
|
(1,492
|
)
|
|||
Loss on early debt extinguishment
|
|
29,261
|
|
|
34,573
|
|
|
—
|
|
|||
Unrealized/realized foreign currency (gain) loss
|
|
40,873
|
|
|
28,941
|
|
|
(8,998
|
)
|
|||
Other income
|
|
(126
|
)
|
|
(154
|
)
|
|
(68
|
)
|
|||
Income before taxes
|
|
114,100
|
|
|
128,447
|
|
|
133,614
|
|
|||
Provision for taxes
|
|
9,885
|
|
|
20,243
|
|
|
31,757
|
|
|||
Net income
|
|
104,215
|
|
|
108,204
|
|
|
101,857
|
|
|||
Net income allocated to general partner
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
Net income allocated to limited partners
|
|
$
|
104,214
|
|
|
$
|
108,203
|
|
|
$
|
101,856
|
|
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
104,215
|
|
|
$
|
108,204
|
|
|
$
|
101,857
|
|
Other comprehensive income, (net of tax):
|
|
|
|
|
|
|
||||||
Cumulative foreign currency translation adjustment
|
|
5,931
|
|
|
2,756
|
|
|
369
|
|
|||
Unrealized income (loss) on cash flow hedging derivatives
|
|
(1,553
|
)
|
|
10,736
|
|
|
139
|
|
|||
Other comprehensive income, (net of tax)
|
|
4,378
|
|
|
13,492
|
|
|
508
|
|
|||
Total comprehensive income
|
|
$
|
108,593
|
|
|
$
|
121,696
|
|
|
$
|
102,365
|
|
Basic earnings per limited partner unit:
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding
|
|
55,548
|
|
|
55,476
|
|
|
55,518
|
|
|||
Net income per limited partner unit
|
|
$
|
1.88
|
|
|
$
|
1.95
|
|
|
$
|
1.83
|
|
Diluted earnings per limited partner unit:
|
|
|
|
|
|
|
||||||
Weighted average limited partner units outstanding
|
|
55,992
|
|
|
55,825
|
|
|
55,895
|
|
|||
Net income per limited partner unit
|
|
$
|
1.86
|
|
|
$
|
1.94
|
|
|
$
|
1.82
|
|
For the years ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
104,215
|
|
|
$
|
108,204
|
|
|
$
|
101,857
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
124,286
|
|
|
122,487
|
|
|
126,306
|
|
|||
Non-cash equity based compensation expense
|
|
9,668
|
|
|
6,391
|
|
|
4,476
|
|
|||
Loss on early debt extinguishment
|
|
29,261
|
|
|
34,573
|
|
|
—
|
|
|||
Loss on impairment / retirement of fixed assets, net
|
|
9,757
|
|
|
2,539
|
|
|
30,336
|
|
|||
Gain on sale of other assets
|
|
(921
|
)
|
|
(8,743
|
)
|
|
(6,625
|
)
|
|||
Net effect of swaps
|
|
(2,062
|
)
|
|
6,883
|
|
|
(1,492
|
)
|
|||
Amortization of debt issuance costs
|
|
4,602
|
|
|
6,130
|
|
|
10,417
|
|
|||
Non-cash foreign currency loss (gain) on debt
|
|
39,088
|
|
|
27,786
|
|
|
(8,758
|
)
|
|||
Non-cash deferred income tax expense (benefit)
|
|
(2,961
|
)
|
|
3,348
|
|
|
27,502
|
|
|||
Excess tax benefit from unit-based compensation expense
|
|
(140
|
)
|
|
(855
|
)
|
|
(1,208
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in receivables
|
|
(6,235
|
)
|
|
(6,257
|
)
|
|
(10,543
|
)
|
|||
(Increase) decrease in inventories
|
|
46
|
|
|
1,535
|
|
|
5,251
|
|
|||
(Increase) decrease in current assets
|
|
1,949
|
|
|
(317
|
)
|
|
3,923
|
|
|||
(Increase) decrease in other assets
|
|
1,072
|
|
|
(1,737
|
)
|
|
(2,739
|
)
|
|||
Increase (decrease) in accounts payable
|
|
884
|
|
|
174
|
|
|
170
|
|
|||
Increase (decrease) in deferred revenue
|
|
16,965
|
|
|
5,491
|
|
|
9,804
|
|
|||
Increase (decrease) in accrued interest
|
|
(12,554
|
)
|
|
8,714
|
|
|
(587
|
)
|
|||
Increase (decrease) in accrued taxes
|
|
2,319
|
|
|
1,690
|
|
|
1,883
|
|
|||
Increase (decrease) in accrued salaries and wages
|
|
4,998
|
|
|
4,440
|
|
|
(8,576
|
)
|
|||
Increase (decrease) in self-insurance reserves
|
|
(133
|
)
|
|
(136
|
)
|
|
2,625
|
|
|||
Increase (decrease) in other current liabilities
|
|
6,630
|
|
|
(386
|
)
|
|
(1,986
|
)
|
|||
Increase (decrease) in other liabilities
|
|
6,369
|
|
|
2,503
|
|
|
3,897
|
|
|||
Net cash from operating activities
|
|
337,103
|
|
|
324,457
|
|
|
285,933
|
|
|||
CASH FLOWS FOR INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from the sale of other assets
|
|
1,377
|
|
|
15,297
|
|
|
16,058
|
|
|||
Capital expenditures
|
|
(166,719
|
)
|
|
(120,448
|
)
|
|
(96,232
|
)
|
|||
Net cash for investing activities
|
|
(165,342
|
)
|
|
(105,151
|
)
|
|
(80,174
|
)
|
|||
CASH FLOWS FOR FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Term debt borrowings
|
|
—
|
|
|
630,000
|
|
|
—
|
|
|||
Note borrowings
|
|
450,000
|
|
|
500,000
|
|
|
—
|
|
|||
Derivative settlement
|
|
—
|
|
|
—
|
|
|
(50,450
|
)
|
|||
Term debt payments, including early termination penalties
|
|
(10,000
|
)
|
|
(1,142,250
|
)
|
|
(25,000
|
)
|
|||
Note payments, including early termination penalties
|
|
(426,148
|
)
|
|
—
|
|
|
—
|
|
|||
Distributions paid to partners
|
|
(159,432
|
)
|
|
(143,457
|
)
|
|
(88,813
|
)
|
|||
Payment of debt issuance costs
|
|
(9,795
|
)
|
|
(23,532
|
)
|
|
—
|
|
|||
Exercise of limited partnership unit options
|
|
—
|
|
|
52
|
|
|
76
|
|
|||
Excess tax benefit from unit-based compensation expense
|
|
140
|
|
|
855
|
|
|
1,208
|
|
|||
Net cash for financing activities
|
|
(155,235
|
)
|
|
(178,332
|
)
|
|
(162,979
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
(2,742
|
)
|
|
(1,748
|
)
|
|
526
|
|
|||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
||||||
Net increase for the year
|
|
13,784
|
|
|
39,226
|
|
|
43,306
|
|
|||
Balance, beginning of year
|
|
118,056
|
|
|
78,830
|
|
|
35,524
|
|
|||
Balance, end of year
|
|
$
|
131,840
|
|
|
$
|
118,056
|
|
|
$
|
78,830
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
For the years ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
||||||
SUPPLEMENTAL INFORMATION
|
|
|
|
|
|
|
||||||
Cash payments for interest expense
|
|
$
|
104,198
|
|
|
$
|
90,834
|
|
|
$
|
101,883
|
|
Interest capitalized
|
|
2,983
|
|
|
1,610
|
|
|
1,322
|
|
|||
Cash payments for income taxes, net of refunds
|
|
11,162
|
|
|
14,822
|
|
|
1,783
|
|
|||
Capital expenditures in accounts payable
|
|
12,262
|
|
|
4,099
|
|
|
1,896
|
|
For the years ended December 31,
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Limited Partnership Units Outstanding
|
|
|
|
|
|
||||||
Beginning balance
|
55,716
|
|
|
55,618
|
|
|
55,346
|
|
|||
Limited partnership unit options exercised
|
19
|
|
|
6
|
|
|
16
|
|
|||
Limited partnership unit forfeitures
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Issuance of limited partnership units related to compensation
|
95
|
|
|
93
|
|
|
256
|
|
|||
|
55,828
|
|
|
55,716
|
|
|
55,618
|
|
|||
Limited Partners’ Equity
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
148,847
|
|
|
$
|
177,660
|
|
|
$
|
160,068
|
|
Net income
|
104,214
|
|
|
108,203
|
|
|
101,856
|
|
|||
Partnership distribution declared (2014 - $2.85; 2013 - $2.58; 2012 - $1.60)
|
(159,430
|
)
|
|
(143,457
|
)
|
|
(88,813
|
)
|
|||
Expense recognized for limited partnership unit options
|
890
|
|
|
903
|
|
|
345
|
|
|||
Cash received for limited partnership unit options exercised
|
—
|
|
|
52
|
|
|
76
|
|
|||
Tax effect of units involved in option exercises and treasury unit transactions
|
140
|
|
|
855
|
|
|
1,208
|
|
|||
Issuance of limited partnership units related to compensation
|
6,895
|
|
|
4,631
|
|
|
2,920
|
|
|||
|
101,556
|
|
|
148,847
|
|
|
177,660
|
|
|||
General Partner’s Equity
|
|
|
|
|
|
||||||
Beginning balance
|
2
|
|
|
1
|
|
|
—
|
|
|||
Partnership distribution declared
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Net income
|
1
|
|
|
1
|
|
|
1
|
|
|||
|
1
|
|
|
2
|
|
|
1
|
|
|||
Special L.P. Interests
|
5,290
|
|
|
5,290
|
|
|
5,290
|
|
|||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Cumulative foreign currency translation adjustment:
|
|
|
|
|
|
||||||
Beginning balance
|
5
|
|
|
(2,751
|
)
|
|
(3,120
|
)
|
|||
Current year activity, net of tax ($3,410) in 2014, ($1,586) in 2013, ($213) in 2012)
|
5,931
|
|
|
2,756
|
|
|
369
|
|
|||
|
5,936
|
|
|
5
|
|
|
(2,751
|
)
|
|||
Unrealized loss on cash flow hedging derivatives:
|
|
|
|
|
|
||||||
Beginning balance
|
(15,013
|
)
|
|
(25,749
|
)
|
|
(25,888
|
)
|
|||
Current year activity, net of tax ($288 in 2014, ($1,745) in 2013, ($210) in 2012)
|
(1,553
|
)
|
|
10,736
|
|
|
139
|
|
|||
|
(16,566
|
)
|
|
(15,013
|
)
|
|
(25,749
|
)
|
|||
|
(10,630
|
)
|
|
(15,008
|
)
|
|
(28,500
|
)
|
|||
Total Partners’ Equity
|
$
|
96,217
|
|
|
$
|
139,131
|
|
|
$
|
154,451
|
|
Land improvements
|
Approximately
|
|
25 years
|
|
Buildings
|
25 years
|
-
|
40 years
|
|
Rides
|
Approximately
|
|
20 years
|
|
Equipment
|
3 years
|
-
|
10 years
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
(In thousands except per unit amounts)
|
|
|
|
|
|
|
||||||
Basic weighted average units outstanding
|
|
55,548
|
|
|
55,476
|
|
|
55,518
|
|
|||
Effect of dilutive units:
|
|
|
|
|
|
|
||||||
Deferred units (Note 7)
|
|
6
|
|
|
—
|
|
|
—
|
|
|||
Performance units (Note 7)
|
|
31
|
|
|
—
|
|
|
—
|
|
|||
Restricted units (Note 7)
|
|
195
|
|
|
103
|
|
|
37
|
|
|||
Unit options (Note 7)
|
|
123
|
|
|
59
|
|
|
6
|
|
|||
Phantom units (Note 7)
|
|
89
|
|
|
187
|
|
|
334
|
|
|||
Diluted weighted average units outstanding
|
|
55,992
|
|
|
55,825
|
|
|
55,895
|
|
|||
Net income per unit - basic
|
|
$
|
1.88
|
|
|
$
|
1.95
|
|
|
$
|
1.83
|
|
Net income per unit - diluted
|
|
$
|
1.86
|
|
|
$
|
1.94
|
|
|
$
|
1.82
|
|
|
|
|
|
|
|
|
•
|
The amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors.
|
•
|
Any additional amount the reporting entity expects to pay on behalf of its co-obligors.
|
|
|
|
|
Accumulated
|
|
|
||||||
|
|
Goodwill
|
|
Impairment
|
|
Goodwill
|
||||||
|
|
(gross)
|
|
Losses
|
|
(net)
|
||||||
($'s in thousands)
|
|
|
|
|
|
|
||||||
Balance at December 31, 2012
|
|
$
|
326,089
|
|
|
$
|
(79,868
|
)
|
|
$
|
246,221
|
|
Foreign currency exchange translation
|
|
(8,132
|
)
|
|
—
|
|
|
(8,132
|
)
|
|||
Balance at December 31, 2013
|
|
317,957
|
|
|
(79,868
|
)
|
|
238,089
|
|
|||
Foreign currency exchange translation
|
|
(9,798
|
)
|
|
—
|
|
|
(9,798
|
)
|
|||
Balance at December 31, 2014
|
|
$
|
308,159
|
|
|
$
|
(79,868
|
)
|
|
$
|
228,291
|
|
|
|
Weighted
|
|
|
|
|
|
|
|||||||
|
|
Average
|
|
Gross
|
|
|
|
Net
|
|||||||
|
|
Amortization
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|||||||
|
|
Period
|
|
Amount
|
|
Amortization
|
|
Value
|
|||||||
|
|
($'s in thousands)
|
|||||||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|||||||
Other intangible assets:
|
|
|
|
|
|
|
|
|
|||||||
Trade names
|
|
—
|
|
|
$
|
37,683
|
|
|
$
|
—
|
|
|
$
|
37,683
|
|
License / franchise agreements
|
|
13.5 years
|
|
|
818
|
|
|
310
|
|
|
508
|
|
|||
Total other intangible assets
|
|
13.5 years
|
|
|
$
|
38,501
|
|
|
$
|
310
|
|
|
$
|
38,191
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|||||||
Other intangible assets:
|
|
|
|
|
|
|
|
|
|||||||
Trade names
|
|
—
|
|
|
$
|
39,070
|
|
|
$
|
—
|
|
|
$
|
39,070
|
|
License / franchise agreements
|
|
14.7 years
|
|
|
800
|
|
|
399
|
|
|
401
|
|
|||
Total other intangible assets
|
|
14.7 years
|
|
|
$
|
39,870
|
|
|
$
|
399
|
|
|
$
|
39,471
|
|
($'s in thousands)
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Revolving credit facility (due 2018)
|
|
$
|
—
|
|
|
$
|
—
|
|
Term debt
(1)
|
|
|
|
|
||||
March 2013 U.S. term loan averaging 3.25% at 2013 (due 2013-2020)
|
|
608,850
|
|
|
618,850
|
|
||
Notes
|
|
|
|
|
||||
June 2014 U.S. fixed rate note at 5.375% (due 2024)
|
|
450,000
|
|
|
—
|
|
||
March 2013 U.S. fixed rate note at 5.25% (due 2021)
|
|
500,000
|
|
|
500,000
|
|
||
July 2010 U.S. fixed rate note at 9.125% (due 2018)
|
|
—
|
|
|
401,782
|
|
||
|
|
1,558,850
|
|
|
1,520,632
|
|
||
Less: current portion
|
|
—
|
|
|
—
|
|
||
|
|
$
|
1,558,850
|
|
|
$
|
1,520,632
|
|
|
|
|
|
|
(1)
|
These average interest rates do not reflect the effect of interest rate swap agreements entered into on variable-rate term debt (see Note 6).
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Total
|
||||||||||||||
U.S. Term loan maturing in 2020
|
$
|
—
|
|
|
$
|
2,475
|
|
|
$
|
6,300
|
|
|
$
|
6,300
|
|
|
$
|
6,300
|
|
|
$
|
587,475
|
|
|
$
|
608,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($'s in thousands):
|
|
Consolidated
Balance Sheet Location
|
|
Fair Value as of
|
|
Fair Value as of
|
||||
December 31, 2014
|
|
December 31, 2013
|
||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Derivative Liability
|
|
$
|
(14,649
|
)
|
|
$
|
(3,916
|
)
|
Total derivatives designated as hedging instruments:
|
|
|
|
(14,649
|
)
|
|
(3,916
|
)
|
||
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Current Derivative Liability
|
|
(11,791
|
)
|
|
—
|
|
||
Interest rate swaps
|
|
Derivative Liability
|
|
—
|
|
|
(22,746
|
)
|
||
Total derivatives not designated as hedging instruments:
|
|
|
|
(11,791
|
)
|
|
(22,746
|
)
|
||
Net derivative liability
|
|
|
|
$
|
(26,440
|
)
|
|
$
|
(26,662
|
)
|
($'s in thousands):
|
|
Amount of Gain (Loss)
recognized in OCI on Derivatives (Effective Portion) |
|
Amount and Location of (Loss)
Reclassified from Accumulated OCI into Income (Effective Portion) |
|
Amount and Location of Gain Recognized in Income on Derivative (Ineffective Portion)
|
||||||||||||||||||||||
|
|
Year ended 12/31/14
|
|
Year ended 12/31/13
|
|
|
|
Year ended 12/31/14
|
|
Year ended 12/31/13
|
|
|
|
Year ended 12/31/14
|
|
Year ended 12/31/13
|
||||||||||||
Interest rate swaps
|
|
$
|
(10,735
|
)
|
|
$
|
(1,650
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
(2,797
|
)
|
|
Net effect of swaps
|
|
$
|
—
|
|
|
$
|
3,703
|
|
|
($ in thousands):
|
|
Amount and Location of Gain (Loss) Recognized
in Income on Derivatives
|
||||||||
|
Derivatives not designated as Cash Flow
Hedging Relationships
|
|
|
|
|
|
|
||||
|
|
|
|
Year ended 12/31/14
|
|
Year ended 12/31/13
|
|||||
|
Interest rate swaps
|
|
Net effect of swaps
|
|
$
|
10,958
|
|
|
$
|
3,547
|
|
|
|
|
|
|
$
|
10,958
|
|
|
$
|
3,547
|
|
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
Weighted Average
|
|
|
|
Weighted Average
|
||||||
|
|
|
Unit Options
|
|
Exercise Price
|
|
Unit Options
|
|
Exercise Price
|
||||||
Outstanding, beginning of year
|
|
684,822
|
|
|
$
|
33.97
|
|
|
294,022
|
|
|
$
|
29.45
|
|
|
Granted
|
|
|
—
|
|
|
—
|
|
|
413,248
|
|
|
36.95
|
|
||
Exercised
|
|
|
(49,656
|
)
|
|
32.93
|
|
|
(16,278
|
)
|
|
28.36
|
|
||
Forfeited
|
|
|
(12,850
|
)
|
|
34.96
|
|
|
(6,170
|
)
|
|
32.93
|
|
||
Outstanding, end of year
|
|
622,316
|
|
|
$
|
34.03
|
|
|
684,822
|
|
|
$
|
33.97
|
|
|
Options exercisable, end of year
|
|
476,043
|
|
|
$
|
33.45
|
|
|
274,252
|
|
|
$
|
32.61
|
|
|
|
|
Unit Options
|
|
Weighted Average Exercise Price
|
|||
Nonvested, beginning of year
|
|
410,570
|
|
|
$
|
34.88
|
|
|
Granted, net of forfeitures
|
|
|
—
|
|
|
—
|
|
|
Vested
|
|
|
(201,791
|
)
|
|
34.60
|
|
|
Exercised
|
|
|
(49,656
|
)
|
|
32.93
|
|
|
Forfeited
|
|
|
(12,850
|
)
|
|
$
|
34.96
|
|
Nonvested, end of year
|
|
146,273
|
|
|
$
|
35.92
|
|
($'s in thousands)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
186,389
|
|
|
$
|
159,256
|
|
|
$
|
113,132
|
|
Foreign
|
|
(72,289
|
)
|
|
(30,809
|
)
|
|
20,482
|
|
|||
|
|
$
|
114,100
|
|
|
$
|
128,447
|
|
|
$
|
133,614
|
|
|
|
|
|
|
|
|
($'s in thousands)
|
2014
|
|
2013
|
|
2012
|
|||||||
|
|
|
|
|
|
|
||||||
Income taxes:
|
|
|
|
|
|
|
||||||
Current federal
|
|
$
|
4,513
|
|
|
$
|
5,398
|
|
|
$
|
(1,081
|
)
|
Current state and local
|
|
1,413
|
|
|
1,436
|
|
|
743
|
|
|||
Current foreign
|
|
(2,692
|
)
|
|
412
|
|
|
(4,152
|
)
|
|||
Total current
|
|
3,234
|
|
|
7,246
|
|
|
(4,490
|
)
|
|||
Deferred federal, state and local
|
|
9,239
|
|
|
9,989
|
|
|
9,237
|
|
|||
Deferred foreign
|
|
(12,200
|
)
|
|
(6,641
|
)
|
|
18,265
|
|
|||
Total deferred
|
|
(2,961
|
)
|
|
3,348
|
|
|
27,502
|
|
|||
|
|
$
|
273
|
|
|
$
|
10,594
|
|
|
$
|
23,012
|
|
($'s in thousands)
|
2014
|
|
2013
|
|
2012
|
|||||||
|
|
|
|
|
|
|
||||||
Income tax provision based on the U.S. federal statutory tax rate
|
|
$
|
39,935
|
|
|
$
|
44,956
|
|
|
$
|
46,765
|
|
Partnership income not includible in corporate income
|
|
(39,922
|
)
|
|
(31,574
|
)
|
|
(21,273
|
)
|
|||
State and local taxes, net of federal income tax benefit
|
|
1,786
|
|
|
2,459
|
|
|
3,486
|
|
|||
Valuation allowance
|
|
(1,112
|
)
|
|
(4,460
|
)
|
|
(6,030
|
)
|
|||
Tax credits
|
|
(997
|
)
|
|
(1,303
|
)
|
|
(2,100
|
)
|
|||
Nondeductible expenses and other
|
|
583
|
|
|
516
|
|
|
2,164
|
|
|||
|
|
$
|
273
|
|
|
$
|
10,594
|
|
|
$
|
23,012
|
|
($'s in thousands)
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Options and deferred compensation
|
|
$
|
12,476
|
|
|
$
|
11,086
|
|
Accrued expenses
|
|
7,380
|
|
|
6,369
|
|
||
Foreign tax credits
|
|
16,844
|
|
|
24,300
|
|
||
Tax attribute carryforwards
|
|
7,906
|
|
|
8,566
|
|
||
Derivatives
|
|
3,044
|
|
|
4,377
|
|
||
Foreign currency
|
|
2,645
|
|
|
—
|
|
||
Deferred revenue
|
|
4,841
|
|
|
1,383
|
|
||
Other
|
|
483
|
|
|
402
|
|
||
Deferred tax assets
|
|
55,619
|
|
|
56,483
|
|
||
Valuation allowance
|
|
(5,680
|
)
|
|
(6,792
|
)
|
||
Net deferred tax assets
|
|
49,939
|
|
|
49,691
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property
|
|
(182,434
|
)
|
|
(190,175
|
)
|
||
Intangibles
|
|
(10,753
|
)
|
|
(7,569
|
)
|
||
Foreign currency
|
|
—
|
|
|
(385
|
)
|
||
Deferred tax liabilities
|
|
(193,187
|
)
|
|
(198,129
|
)
|
||
Net deferred tax liability
|
|
$
|
(143,248
|
)
|
|
$
|
(148,438
|
)
|
($'s in thousands)
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Net current deferred tax asset
|
$
|
9,265
|
|
|
$
|
9,675
|
|
|
Net non-current deferred tax liability
|
(152,513
|
)
|
|
(158,113
|
)
|
|||
Net deferred tax liability
|
$
|
(143,248
|
)
|
|
$
|
(148,438
|
)
|
|
|
|
|
|
|
|
|
($'s in thousands)
|
||
Balance at December 31, 2012
|
|
$
|
1,100
|
|
Increase from 2013 tax positions
|
—
|
|
||
Increase from 2012 tax positions
|
—
|
|
||
Decrease from settlements with taxing authority
|
—
|
|
||
Decrease from expiration of statute of limitations
|
—
|
|
||
Balance at December 31, 2013
|
|
1,100
|
|
|
Increase from 2014 tax positions
|
—
|
|
||
Increase from 2013 tax positions
|
100
|
|
||
Decrease from settlements with taxing authority
|
—
|
|
||
Decrease from expiration of statute of limitations
|
—
|
|
||
Balance at December 31, 2014
|
|
$
|
1,200
|
|
2015
|
$
|
8,823
|
|
2016
|
8,060
|
|
|
2017
|
7,632
|
|
|
2018
|
6,937
|
|
|
2019
|
6,071
|
|
|
Thereafter
|
107,043
|
|
|
|
$
|
144,566
|
|
|
|
•
|
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.
|
($'s in thousands)
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
(1)
|
|
$
|
(14,649
|
)
|
|
$
|
—
|
|
|
$
|
(14,649
|
)
|
|
$
|
—
|
|
Interest rate swap agreements
(2)
|
|
(11,791
|
)
|
|
—
|
|
|
(11,791
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(26,440
|
)
|
|
$
|
—
|
|
|
$
|
(26,440
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap agreements
(1)
|
|
$
|
(3,916
|
)
|
|
$
|
—
|
|
|
$
|
(3,916
|
)
|
|
$
|
—
|
|
Interest rate swap agreements
(3)
|
|
(22,746
|
)
|
|
—
|
|
|
(22,746
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(26,662
|
)
|
|
$
|
—
|
|
|
$
|
(26,662
|
)
|
|
$
|
—
|
|
|
(1)
|
Designated as hedging instruments and included in "Derivative Liability" on the Consolidated Balance Sheet
|
(2)
|
Not designated as hedging instruments and included in "Current Derivative Liability" on the Consolidated Balance Sheet
|
(3)
|
Not designated as hedging instruments and included in "Derivative Liability" on the Consolidated Balance Sheet
|
|
Changes in Accumulated Other Comprehensive Income by Component
(1)
|
||||||||||||
($'s in thousands)
|
|
|
|
|
|
|
|||||||
|
|
|
Unrealized income
|
|
Foreign currency
|
|
|
||||||
|
|
|
on cash flow hedges
|
|
translation adjustment
|
|
Total
|
||||||
Balance at December 31, 2013
|
|
$
|
(15,013
|
)
|
|
$
|
5
|
|
|
$
|
(15,008
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassifications, net of tax $1,630 and $(3,410)
|
|
(9,105
|
)
|
|
5,931
|
|
|
(3,174
|
)
|
||||
|
|
|
|
|
|
|
|
||||||
Amounts reclassified from accumulated other comprehensive income, net of tax ($1,341)
(2)
|
|
7,552
|
|
|
—
|
|
|
7,552
|
|
||||
|
|
|
|
|
|
|
|
||||||
Net current-period other comprehensive income
|
|
(1,553
|
)
|
|
5,931
|
|
|
4,378
|
|
||||
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
$
|
(16,566
|
)
|
|
$
|
5,936
|
|
|
$
|
(10,630
|
)
|
|
Changes in Accumulated Other Comprehensive Income by Component
(1)
|
|||||||||
($'s in thousands)
|
|
|
|
|
|
|
||||
|
|
|
Unrealized income
|
|
Foreign currency
|
|
|
|||
|
|
|
on cash flow hedges
|
|
translation adjustment
|
|
Total
|
|||
Balance at December 31, 2012
|
|
(25,749
|
)
|
|
(2,751
|
)
|
|
(28,500
|
)
|
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income before reclassifications, net of tax $405 and ($1,586)
|
|
(1,246
|
)
|
|
2,756
|
|
|
1,510
|
|
|
|
|
|
|
|
|
|
|
|||
Amounts reclassified from accumulated other comprehensive income, net of tax ($2,150)
(2)
|
|
11,982
|
|
|
—
|
|
|
11,982
|
|
|
|
|
|
|
|
|
|
|
|||
Net current-period other comprehensive income
|
|
10,736
|
|
|
2,756
|
|
|
13,492
|
|
|
|
|
|
|
|
|
|
|
|||
December 31, 2013
|
|
(15,013
|
)
|
|
5
|
|
|
(15,008
|
)
|
Condensed Consolidating Statements of Cash Flows
|
|||||||||||||||||||||||||
For the Year Ended December 31, 2013
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(In thousands)
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As reported - Net cash from (for) operating activities
|
|
$
|
304,815
|
|
|
$
|
37,035
|
|
|
$
|
30,786
|
|
|
$
|
45,916
|
|
|
$
|
(94,095
|
)
|
|
$
|
324,457
|
|
|
Investment in joint ventures and affiliates
|
|
(29,812
|
)
|
|
(24,552
|
)
|
|
(33,113
|
)
|
|
(6,618
|
)
|
|
94,095
|
|
|
—
|
|
|
||||||
Intercompany receivables (payments) receipts
|
|
—
|
|
|
(44,023
|
)
|
|
—
|
|
|
55,136
|
|
|
(11,113
|
)
|
|
—
|
|
|
||||||
Intercompany payables (payments) receipts
|
|
(112,553
|
)
|
|
54,236
|
|
|
3,117
|
|
|
44,087
|
|
|
11,113
|
|
|
—
|
|
|
||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
13,173
|
|
|
—
|
|
|
(13,173
|
)
|
|
—
|
|
|
||||||
As corrected - Net cash from (for) operating activities
|
|
$
|
162,450
|
|
|
$
|
22,696
|
|
|
$
|
13,963
|
|
|
$
|
138,521
|
|
|
$
|
(13,173
|
)
|
|
$
|
324,457
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|||||||||||
As reported - Net cash from (for) investing activities
|
|
$
|
(86,066
|
)
|
|
$
|
(24,552
|
)
|
|
$
|
(42,836
|
)
|
|
$
|
(45,792
|
)
|
|
$
|
94,095
|
|
|
$
|
(105,151
|
)
|
|
Investment in joint ventures and affiliates
|
|
29,812
|
|
|
24,552
|
|
|
33,113
|
|
|
6,618
|
|
|
(94,095
|
)
|
|
—
|
|
|
||||||
Intercompany receivables (payments) receipts
|
|
—
|
|
|
44,023
|
|
|
—
|
|
|
(55,136
|
)
|
|
11,113
|
|
|
—
|
|
|
||||||
As corrected - Net cash from (for) investing activities
|
|
$
|
(56,254
|
)
|
|
$
|
44,023
|
|
|
$
|
(9,723
|
)
|
|
$
|
(94,310
|
)
|
|
$
|
11,113
|
|
|
$
|
(105,151
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|||||||||||
As reported - Net cash from (for) financing activities
|
|
$
|
(168,749
|
)
|
|
$
|
(8,783
|
)
|
|
$
|
(800
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(178,332
|
)
|
|
Dividends paid
|
|
—
|
|
|
—
|
|
|
(13,173
|
)
|
|
—
|
|
|
13,173
|
|
|
—
|
|
|
||||||
Intercompany payables (payments) receipts
|
|
112,553
|
|
|
(54,236
|
)
|
|
(3,117
|
)
|
|
(44,087
|
)
|
|
(11,113
|
)
|
|
—
|
|
|
||||||
As corrected - Net cash from (for) financing activities
|
|
$
|
(56,196
|
)
|
|
$
|
(63,019
|
)
|
|
$
|
(17,090
|
)
|
|
$
|
(44,087
|
)
|
|
$
|
2,060
|
|
|
$
|
(178,332
|
)
|
|
Condensed Consolidating Statements of Cash Flows
|
|||||||||||||||||||||||||
For the Year Ended December 31, 2012
|
|||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(In thousands)
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As reported - Net cash from (for) operating activities
|
|
$
|
130,043
|
|
|
$
|
30,996
|
|
|
$
|
21,256
|
|
|
$
|
143,489
|
|
|
$
|
(39,851
|
)
|
|
$
|
285,933
|
|
|
Investment in joint ventures and affiliates
|
|
30,855
|
|
|
(56,099
|
)
|
|
2,172
|
|
|
(16,779
|
)
|
|
39,851
|
|
|
—
|
|
|
||||||
Intercompany receivables (payments) receipts
|
|
—
|
|
|
57,817
|
|
|
—
|
|
|
63,524
|
|
|
(121,341
|
)
|
|
—
|
|
|
||||||
Intercompany payables (payments) receipts
|
|
28,674
|
|
|
(108,688
|
)
|
|
16,500
|
|
|
(57,827
|
)
|
|
121,341
|
|
|
—
|
|
|
||||||
As corrected - Net cash from (for) operating activities
|
|
$
|
189,572
|
|
|
$
|
(75,974
|
)
|
|
$
|
39,928
|
|
|
$
|
132,407
|
|
|
$
|
—
|
|
|
$
|
285,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|||||||||||
As reported - Net cash from (for) investing activities
|
|
$
|
(1,636
|
)
|
|
$
|
(56,107
|
)
|
|
$
|
(12,379
|
)
|
|
$
|
(49,903
|
)
|
|
$
|
39,851
|
|
|
$
|
(80,174
|
)
|
|
Investment in joint ventures and affiliates
|
|
(30,855
|
)
|
|
56,099
|
|
|
(2,172
|
)
|
|
16,779
|
|
|
(39,851
|
)
|
|
—
|
|
|
||||||
Intercompany receivables (payments) receipts
|
|
—
|
|
|
(57,817
|
)
|
|
—
|
|
|
(63,524
|
)
|
|
121,341
|
|
|
—
|
|
|
||||||
Intercompany debt receipts
|
|
—
|
|
|
93,845
|
|
|
—
|
|
|
—
|
|
|
(93,845
|
)
|
|
—
|
|
|
||||||
Capital contribution
|
|
—
|
|
|
(60,000
|
)
|
|
—
|
|
|
—
|
|
|
60,000
|
|
|
—
|
|
|
||||||
As corrected - Net cash from (for) investing activities
|
|
$
|
(32,491
|
)
|
|
$
|
(23,980
|
)
|
|
$
|
(14,551
|
)
|
|
$
|
(96,648
|
)
|
|
$
|
87,496
|
|
|
$
|
(80,174
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As reported - Net cash from (for) financing activities
|
|
$
|
(103,407
|
)
|
|
$
|
25,043
|
|
|
$
|
9,230
|
|
|
$
|
(93,845
|
)
|
|
$
|
—
|
|
|
$
|
(162,979
|
)
|
|
Intercompany debt payments
|
|
—
|
|
|
(93,845
|
)
|
|
—
|
|
|
—
|
|
|
93,845
|
|
|
—
|
|
|
||||||
Capital infusion
|
|
—
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
(60,000
|
)
|
|
—
|
|
|
||||||
Intercompany payables (payments) receipts
|
|
(28,674
|
)
|
|
108,688
|
|
|
(16,500
|
)
|
|
57,827
|
|
|
(121,341
|
)
|
|
—
|
|
|
||||||
As corrected - Net cash from (for) financing activities
|
|
$
|
(132,081
|
)
|
|
$
|
99,886
|
|
|
$
|
(7,270
|
)
|
|
$
|
(36,018
|
)
|
|
$
|
(87,496
|
)
|
|
$
|
(162,979
|
)
|
|
|
|
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
|
|
$
|
80,000
|
|
|
$
|
382
|
|
|
$
|
45,519
|
|
|
$
|
5,939
|
|
|
$
|
—
|
|
|
$
|
131,840
|
|
Receivables
|
|
8
|
|
|
143,931
|
|
|
85,838
|
|
|
634,112
|
|
|
(836,494
|
)
|
|
27,395
|
|
||||||
Inventories
|
|
—
|
|
|
2,074
|
|
|
1,594
|
|
|
22,215
|
|
|
—
|
|
|
25,883
|
|
||||||
Current deferred tax asset
|
|
—
|
|
|
4,547
|
|
|
674
|
|
|
4,044
|
|
|
—
|
|
|
9,265
|
|
||||||
Other current assets
|
|
680
|
|
|
2,079
|
|
|
23,818
|
|
|
5,905
|
|
|
(23,148
|
)
|
|
9,334
|
|
||||||
|
|
80,688
|
|
|
153,013
|
|
|
157,443
|
|
|
672,215
|
|
|
(859,642
|
)
|
|
203,717
|
|
||||||
Property and Equipment, net
|
|
470,851
|
|
|
5,630
|
|
|
218,260
|
|
|
831,810
|
|
|
—
|
|
|
1,526,551
|
|
||||||
Investment in Park
|
|
544,340
|
|
|
812,549
|
|
|
163,904
|
|
|
43,659
|
|
|
(1,564,452
|
)
|
|
—
|
|
||||||
Goodwill
|
|
9,061
|
|
|
—
|
|
|
108,012
|
|
|
111,218
|
|
|
—
|
|
|
228,291
|
|
||||||
Other Intangibles, net
|
|
—
|
|
|
—
|
|
|
15,312
|
|
|
22,879
|
|
|
—
|
|
|
38,191
|
|
||||||
Deferred Tax Asset
|
|
—
|
|
|
24,827
|
|
|
—
|
|
|
—
|
|
|
(24,827
|
)
|
|
—
|
|
||||||
Other Assets
|
|
10,615
|
|
|
20,874
|
|
|
8,034
|
|
|
2,046
|
|
|
—
|
|
|
41,569
|
|
||||||
|
|
$
|
1,115,555
|
|
|
$
|
1,016,893
|
|
|
$
|
670,965
|
|
|
$
|
1,683,827
|
|
|
$
|
(2,448,921
|
)
|
|
$
|
2,038,319
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
352,518
|
|
|
$
|
203,895
|
|
|
$
|
32,691
|
|
|
$
|
271,323
|
|
|
$
|
(836,494
|
)
|
|
$
|
23,933
|
|
Deferred revenue
|
|
—
|
|
|
60
|
|
|
4,592
|
|
|
56,509
|
|
|
—
|
|
|
61,161
|
|
||||||
Accrued interest
|
|
4,637
|
|
|
3,223
|
|
|
2,056
|
|
|
—
|
|
|
—
|
|
|
9,916
|
|
||||||
Accrued taxes
|
|
4,309
|
|
|
—
|
|
|
—
|
|
|
40,639
|
|
|
(23,148
|
)
|
|
21,800
|
|
||||||
Accrued salaries, wages and benefits
|
|
—
|
|
|
25,851
|
|
|
1,103
|
|
|
7,148
|
|
|
—
|
|
|
34,102
|
|
||||||
Self-insurance reserves
|
|
—
|
|
|
5,386
|
|
|
1,565
|
|
|
16,426
|
|
|
—
|
|
|
23,377
|
|
||||||
Current derivative liability
|
|
7,062
|
|
|
4,729
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,791
|
|
||||||
Other accrued liabilities
|
|
508
|
|
|
8,134
|
|
|
122
|
|
|
3,375
|
|
|
—
|
|
|
12,139
|
|
||||||
|
|
369,034
|
|
|
251,278
|
|
|
42,129
|
|
|
395,420
|
|
|
(859,642
|
)
|
|
198,219
|
|
||||||
Deferred Tax Liability
|
|
—
|
|
|
—
|
|
|
49,695
|
|
|
127,645
|
|
|
(24,827
|
)
|
|
152,513
|
|
||||||
Derivative Liability
|
|
8,438
|
|
|
6,211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,649
|
|
||||||
Other Liabilities
|
|
—
|
|
|
6,105
|
|
|
—
|
|
|
11,766
|
|
|
—
|
|
|
17,871
|
|
||||||
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term debt
|
|
346,969
|
|
|
247,890
|
|
|
13,991
|
|
|
—
|
|
|
—
|
|
|
608,850
|
|
||||||
Notes
|
|
294,897
|
|
|
205,103
|
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
950,000
|
|
||||||
|
|
641,866
|
|
|
452,993
|
|
|
463,991
|
|
|
—
|
|
|
—
|
|
|
1,558,850
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
96,217
|
|
|
300,306
|
|
|
115,150
|
|
|
1,148,996
|
|
|
(1,564,452
|
)
|
|
96,217
|
|
||||||
|
|
$
|
1,115,555
|
|
|
$
|
1,016,893
|
|
|
$
|
670,965
|
|
|
$
|
1,683,827
|
|
|
$
|
(2,448,921
|
)
|
|
$
|
2,038,319
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
75,000
|
|
|
$
|
4,144
|
|
|
$
|
35,575
|
|
|
$
|
3,337
|
|
|
$
|
—
|
|
|
$
|
118,056
|
|
Receivables
|
|
6
|
|
|
115,972
|
|
|
67,829
|
|
|
552,633
|
|
|
(715,107
|
)
|
|
21,333
|
|
||||||
Inventories
|
|
—
|
|
|
1,968
|
|
|
1,898
|
|
|
22,214
|
|
|
—
|
|
|
26,080
|
|
||||||
Current deferred tax asset
|
|
—
|
|
|
5,430
|
|
|
800
|
|
|
3,445
|
|
|
—
|
|
|
9,675
|
|
||||||
Other current assets
|
|
599
|
|
|
4,443
|
|
|
14,266
|
|
|
7,764
|
|
|
(15,719
|
)
|
|
11,353
|
|
||||||
|
|
75,605
|
|
|
131,957
|
|
|
120,368
|
|
|
589,393
|
|
|
(730,826
|
)
|
|
186,497
|
|
||||||
Property and Equipment, net
|
|
447,724
|
|
|
976
|
|
|
243,208
|
|
|
813,855
|
|
|
—
|
|
|
1,505,763
|
|
||||||
Investment in Park
|
|
514,948
|
|
|
796,735
|
|
|
142,668
|
|
|
63,948
|
|
|
(1,518,299
|
)
|
|
—
|
|
||||||
Goodwill
|
|
9,061
|
|
|
—
|
|
|
117,810
|
|
|
111,218
|
|
|
—
|
|
|
238,089
|
|
||||||
Other Intangibles, net
|
|
—
|
|
|
—
|
|
|
16,683
|
|
|
22,788
|
|
|
—
|
|
|
39,471
|
|
||||||
Deferred Tax Asset
|
|
—
|
|
|
31,122
|
|
|
—
|
|
|
117
|
|
|
(31,239
|
)
|
|
—
|
|
||||||
Other Assets
|
|
25,210
|
|
|
10,002
|
|
|
6,657
|
|
|
2,938
|
|
|
—
|
|
|
44,807
|
|
||||||
|
|
$
|
1,072,548
|
|
|
$
|
970,792
|
|
|
$
|
647,394
|
|
|
$
|
1,604,257
|
|
|
$
|
(2,280,364
|
)
|
|
$
|
2,014,627
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts payable
|
|
$
|
259,850
|
|
|
$
|
188,818
|
|
|
$
|
17,632
|
|
|
$
|
262,029
|
|
|
$
|
(715,107
|
)
|
|
$
|
13,222
|
|
Deferred revenue
|
|
—
|
|
|
—
|
|
|
2,815
|
|
|
41,706
|
|
|
—
|
|
|
44,521
|
|
||||||
Accrued interest
|
|
4,637
|
|
|
3,223
|
|
|
15,341
|
|
|
—
|
|
|
—
|
|
|
23,201
|
|
||||||
Accrued taxes
|
|
4,609
|
|
|
—
|
|
|
—
|
|
|
30,591
|
|
|
(15,719
|
)
|
|
19,481
|
|
||||||
Accrued salaries, wages and benefits
|
|
—
|
|
|
21,596
|
|
|
1,101
|
|
|
6,503
|
|
|
—
|
|
|
29,200
|
|
||||||
Self-insurance reserves
|
|
—
|
|
|
5,757
|
|
|
1,742
|
|
|
16,154
|
|
|
—
|
|
|
23,653
|
|
||||||
Other accrued liabilities
|
|
1,146
|
|
|
2,993
|
|
|
181
|
|
|
1,201
|
|
|
—
|
|
|
5,521
|
|
||||||
|
|
270,242
|
|
|
222,387
|
|
|
38,812
|
|
|
358,184
|
|
|
(730,826
|
)
|
|
158,799
|
|
||||||
Deferred Tax Liability
|
|
—
|
|
|
—
|
|
|
57,704
|
|
|
131,648
|
|
|
(31,239
|
)
|
|
158,113
|
|
||||||
Derivative Liability
|
|
15,610
|
|
|
11,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,662
|
|
||||||
Other Liabilities
|
|
—
|
|
|
7,858
|
|
|
—
|
|
|
3,432
|
|
|
—
|
|
|
11,290
|
|
||||||
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term debt
|
|
352,668
|
|
|
251,961
|
|
|
14,221
|
|
|
—
|
|
|
|
|
|
618,850
|
|
||||||
Notes
|
|
294,897
|
|
|
205,103
|
|
|
401,782
|
|
|
—
|
|
|
|
|
|
901,782
|
|
||||||
|
|
647,565
|
|
|
457,064
|
|
|
416,003
|
|
|
—
|
|
|
—
|
|
|
1,520,632
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
139,131
|
|
|
272,431
|
|
|
134,875
|
|
|
1,110,993
|
|
|
(1,518,299
|
)
|
|
139,131
|
|
||||||
|
|
$
|
1,072,548
|
|
|
$
|
970,792
|
|
|
$
|
647,394
|
|
|
$
|
1,604,257
|
|
|
$
|
(2,280,364
|
)
|
|
$
|
2,014,627
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenues
|
|
$
|
159,454
|
|
|
$
|
295,252
|
|
|
$
|
121,249
|
|
|
$
|
1,034,056
|
|
|
$
|
(450,406
|
)
|
|
$
|
1,159,605
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of food, merchandise and games revenues
|
|
—
|
|
|
273
|
|
|
8,985
|
|
|
85,950
|
|
|
—
|
|
|
95,208
|
|
||||||
Operating expenses
|
|
5,371
|
|
|
195,899
|
|
|
47,013
|
|
|
698,202
|
|
|
(450,406
|
)
|
|
496,079
|
|
||||||
Selling, general and administrative
|
|
5,791
|
|
|
102,021
|
|
|
11,318
|
|
|
37,734
|
|
|
—
|
|
|
156,864
|
|
||||||
Depreciation and amortization
|
|
38,341
|
|
|
294
|
|
|
16,910
|
|
|
68,741
|
|
|
—
|
|
|
124,286
|
|
||||||
Loss on impairment / retirement of fixed assets, net
|
|
2,621
|
|
|
2,463
|
|
|
2,445
|
|
|
2,228
|
|
|
—
|
|
|
9,757
|
|
||||||
Gain on sale of other assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(921
|
)
|
|
—
|
|
|
(921
|
)
|
||||||
|
|
52,124
|
|
|
300,950
|
|
|
86,671
|
|
|
891,934
|
|
|
(450,406
|
)
|
|
881,273
|
|
||||||
Operating income (loss)
|
|
107,330
|
|
|
(5,698
|
)
|
|
34,578
|
|
|
142,122
|
|
|
—
|
|
|
278,332
|
|
||||||
Interest expense, net
|
|
42,440
|
|
|
28,718
|
|
|
34,249
|
|
|
(9,247
|
)
|
|
—
|
|
|
96,160
|
|
||||||
Net effect of swaps
|
|
(1,595
|
)
|
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,062
|
)
|
||||||
Loss on early debt extinguishment
|
|
—
|
|
|
—
|
|
|
29,261
|
|
|
—
|
|
|
—
|
|
|
29,261
|
|
||||||
Unrealized / realized foreign currency loss
|
|
—
|
|
|
—
|
|
|
40,873
|
|
|
—
|
|
|
—
|
|
|
40,873
|
|
||||||
Other (income) expense
|
|
750
|
|
|
(12,920
|
)
|
|
2,482
|
|
|
9,688
|
|
|
—
|
|
|
—
|
|
||||||
(Income) loss from investment in affiliates
|
|
(48,622
|
)
|
|
(12,899
|
)
|
|
(21,236
|
)
|
|
25,658
|
|
|
57,099
|
|
|
—
|
|
||||||
Income (loss) before taxes
|
|
114,357
|
|
|
(8,130
|
)
|
|
(51,051
|
)
|
|
116,023
|
|
|
(57,099
|
)
|
|
114,100
|
|
||||||
Provision (benefit) for taxes
|
|
10,142
|
|
|
(8,473
|
)
|
|
(25,396
|
)
|
|
33,612
|
|
|
—
|
|
|
9,885
|
|
||||||
Net income (loss)
|
|
$
|
104,215
|
|
|
$
|
343
|
|
|
$
|
(25,655
|
)
|
|
$
|
82,411
|
|
|
$
|
(57,099
|
)
|
|
$
|
104,215
|
|
Other comprehensive income (loss), (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative foreign currency translation adjustment
|
|
5,931
|
|
|
—
|
|
|
5,931
|
|
|
—
|
|
|
(5,931
|
)
|
|
5,931
|
|
||||||
Unrealized income on cash flow hedging derivatives
|
|
(1,553
|
)
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
66
|
|
|
(1,553
|
)
|
||||||
Other comprehensive income, (net of tax)
|
|
4,378
|
|
|
(66
|
)
|
|
5,931
|
|
|
—
|
|
|
(5,865
|
)
|
|
4,378
|
|
||||||
Total Comprehensive Income
|
|
$
|
108,593
|
|
|
$
|
277
|
|
|
$
|
(19,724
|
)
|
|
$
|
82,411
|
|
|
$
|
(62,964
|
)
|
|
$
|
108,593
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenues
|
|
$
|
152,469
|
|
|
$
|
296,077
|
|
|
$
|
127,692
|
|
|
$
|
1,006,469
|
|
|
$
|
(448,135
|
)
|
|
$
|
1,134,572
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of food, merchandise and games revenues
|
|
—
|
|
|
—
|
|
|
9,322
|
|
|
82,450
|
|
|
—
|
|
|
91,772
|
|
||||||
Operating expenses
|
|
6,003
|
|
|
183,604
|
|
|
47,770
|
|
|
683,102
|
|
|
(448,135
|
)
|
|
472,344
|
|
||||||
Selling, general and administrative
|
|
5,717
|
|
|
100,825
|
|
|
10,984
|
|
|
34,886
|
|
|
—
|
|
|
152,412
|
|
||||||
Depreciation and amortization
|
|
36,807
|
|
|
37
|
|
|
17,333
|
|
|
68,310
|
|
|
—
|
|
|
122,487
|
|
||||||
Loss on impairment / retirement of fixed assets, net
|
|
424
|
|
|
—
|
|
|
479
|
|
|
1,636
|
|
|
—
|
|
|
2,539
|
|
||||||
Gain on sale of other assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,743
|
)
|
|
—
|
|
|
(8,743
|
)
|
||||||
|
|
48,951
|
|
|
284,466
|
|
|
85,888
|
|
|
861,641
|
|
|
(448,135
|
)
|
|
832,811
|
|
||||||
Operating income
|
|
103,518
|
|
|
11,611
|
|
|
41,804
|
|
|
144,828
|
|
|
—
|
|
|
301,761
|
|
||||||
Interest expense, net
|
|
42,630
|
|
|
28,875
|
|
|
39,376
|
|
|
(7,964
|
)
|
|
—
|
|
|
102,917
|
|
||||||
Net effect of swaps
|
|
4,190
|
|
|
2,693
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,883
|
|
||||||
Loss on early debt extinguishment
|
|
21,175
|
|
|
12,781
|
|
|
617
|
|
|
—
|
|
|
—
|
|
|
34,573
|
|
||||||
Unrealized / realized foreign currency gain
|
|
—
|
|
|
—
|
|
|
28,941
|
|
|
—
|
|
|
—
|
|
|
28,941
|
|
||||||
Other (income) expense
|
|
750
|
|
|
(11,257
|
)
|
|
3,679
|
|
|
6,828
|
|
|
—
|
|
|
—
|
|
||||||
(Income) loss from investment in affiliates
|
|
(83,557
|
)
|
|
(37,520
|
)
|
|
(17,438
|
)
|
|
2,477
|
|
|
136,038
|
|
|
—
|
|
||||||
Income (loss) before taxes
|
|
118,330
|
|
|
16,039
|
|
|
(13,371
|
)
|
|
143,487
|
|
|
(136,038
|
)
|
|
128,447
|
|
||||||
Provision (benefit) for taxes
|
|
10,126
|
|
|
(12,133
|
)
|
|
(10,856
|
)
|
|
33,106
|
|
|
—
|
|
|
20,243
|
|
||||||
Net income (loss)
|
|
$
|
108,204
|
|
|
$
|
28,172
|
|
|
$
|
(2,515
|
)
|
|
$
|
110,381
|
|
|
$
|
(136,038
|
)
|
|
$
|
108,204
|
|
Other comprehensive income, (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative foreign currency translation adjustment
|
|
2,756
|
|
|
—
|
|
|
2,756
|
|
|
—
|
|
|
(2,756
|
)
|
|
2,756
|
|
||||||
Unrealized income on cash flow hedging derivatives
|
|
10,736
|
|
|
2,848
|
|
|
—
|
|
|
—
|
|
|
(2,848
|
)
|
|
10,736
|
|
||||||
Other comprehensive income, (net of tax)
|
|
13,492
|
|
|
2,848
|
|
|
2,756
|
|
|
—
|
|
|
(5,604
|
)
|
|
13,492
|
|
||||||
Total Comprehensive Income
|
|
$
|
121,696
|
|
|
$
|
31,020
|
|
|
$
|
241
|
|
|
$
|
110,381
|
|
|
$
|
(141,642
|
)
|
|
$
|
121,696
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenues
|
|
$
|
145,715
|
|
|
$
|
258,136
|
|
|
$
|
140,418
|
|
|
$
|
927,668
|
|
|
$
|
(403,483
|
)
|
|
$
|
1,068,454
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of food, merchandise and games revenues
|
|
—
|
|
|
—
|
|
|
10,316
|
|
|
84,732
|
|
|
—
|
|
|
95,048
|
|
||||||
Operating expenses
|
|
5,380
|
|
|
176,356
|
|
|
47,863
|
|
|
625,287
|
|
|
(403,483
|
)
|
|
451,403
|
|
||||||
Selling, general and administrative
|
|
6,495
|
|
|
86,615
|
|
|
11,135
|
|
|
34,066
|
|
|
—
|
|
|
138,311
|
|
||||||
Depreciation and amortization
|
|
37,660
|
|
|
40
|
|
|
18,199
|
|
|
70,407
|
|
|
—
|
|
|
126,306
|
|
||||||
Loss on impairment / retirement of fixed assets, net
|
|
25,997
|
|
|
—
|
|
|
6
|
|
|
4,333
|
|
|
—
|
|
|
30,336
|
|
||||||
Gain on sale of other assets
|
|
(862
|
)
|
|
—
|
|
|
—
|
|
|
(5,763
|
)
|
|
—
|
|
|
(6,625
|
)
|
||||||
|
|
74,670
|
|
|
263,011
|
|
|
87,519
|
|
|
813,062
|
|
|
(403,483
|
)
|
|
834,779
|
|
||||||
Operating income (loss)
|
|
71,045
|
|
|
(4,875
|
)
|
|
52,899
|
|
|
114,606
|
|
|
—
|
|
|
233,675
|
|
||||||
Interest expense, net
|
|
48,524
|
|
|
29,328
|
|
|
40,870
|
|
|
(8,171
|
)
|
|
—
|
|
|
110,551
|
|
||||||
Net effect of swaps
|
|
(138
|
)
|
|
121
|
|
|
(1,475
|
)
|
|
—
|
|
|
—
|
|
|
(1,492
|
)
|
||||||
Unrealized / realized foreign currency gain
|
|
—
|
|
|
—
|
|
|
(8,998
|
)
|
|
—
|
|
|
—
|
|
|
(8,998
|
)
|
||||||
Other (income) expense
|
|
749
|
|
|
(9,507
|
)
|
|
2,020
|
|
|
6,738
|
|
|
—
|
|
|
—
|
|
||||||
(Income) loss from investment in affiliates
|
|
(90,022
|
)
|
|
(66,150
|
)
|
|
(14,597
|
)
|
|
(31,759
|
)
|
|
202,528
|
|
|
—
|
|
||||||
Income (loss) before taxes
|
|
111,932
|
|
|
41,333
|
|
|
35,079
|
|
|
147,798
|
|
|
(202,528
|
)
|
|
133,614
|
|
||||||
Provision (benefit) for taxes
|
|
10,075
|
|
|
(9,856
|
)
|
|
3,413
|
|
|
28,125
|
|
|
—
|
|
|
31,757
|
|
||||||
Net income (loss)
|
|
$
|
101,857
|
|
|
$
|
51,189
|
|
|
$
|
31,666
|
|
|
$
|
119,673
|
|
|
$
|
(202,528
|
)
|
|
$
|
101,857
|
|
Other comprehensive income (loss), (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cumulative foreign currency translation adjustment
|
|
369
|
|
|
—
|
|
|
369
|
|
|
—
|
|
|
(369
|
)
|
|
369
|
|
||||||
Unrealized income (loss) on cash flow hedging derivatives
|
|
139
|
|
|
114
|
|
|
21
|
|
|
—
|
|
|
(135
|
)
|
|
139
|
|
||||||
Other comprehensive income (loss), (net of tax)
|
|
508
|
|
|
114
|
|
|
390
|
|
|
—
|
|
|
(504
|
)
|
|
508
|
|
||||||
Total Comprehensive Income
|
|
$
|
102,365
|
|
|
$
|
51,303
|
|
|
$
|
32,056
|
|
|
$
|
119,673
|
|
|
$
|
(203,032
|
)
|
|
$
|
102,365
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET CASH FROM (FOR) OPERATING ACTIVITIES
|
|
$
|
138,669
|
|
|
$
|
12,384
|
|
|
$
|
9,772
|
|
|
$
|
180,251
|
|
|
$
|
(3,973
|
)
|
|
$
|
337,103
|
|
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany receivables (payments) receipts
|
|
—
|
|
|
13,794
|
|
|
—
|
|
|
(79,456
|
)
|
|
65,662
|
|
|
—
|
|
||||||
Sale of other assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,377
|
|
|
—
|
|
|
1,377
|
|
||||||
(Purchase) sale of subsidiary interest
|
|
(12,024
|
)
|
|
12,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Capital expenditures
|
|
(64,837
|
)
|
|
(270
|
)
|
|
(16,072
|
)
|
|
(85,540
|
)
|
|
—
|
|
|
(166,719
|
)
|
||||||
Net cash for investing activities
|
|
(76,861
|
)
|
|
25,548
|
|
|
(16,072
|
)
|
|
(163,619
|
)
|
|
65,662
|
|
|
(165,342
|
)
|
||||||
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Note borrowings
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
||||||
Term debt payments, including early termination penalties
|
|
(5,698
|
)
|
|
(4,072
|
)
|
|
(230
|
)
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
||||||
Note payments, including amounts paid for early termination
|
|
—
|
|
|
—
|
|
|
(426,148
|
)
|
|
—
|
|
|
—
|
|
|
(426,148
|
)
|
||||||
Intercompany payables (payments) receipts
|
|
110,763
|
|
|
(37,762
|
)
|
|
5,159
|
|
|
(14,030
|
)
|
|
(64,130
|
)
|
|
—
|
|
||||||
Distributions (paid) received
|
|
(161,873
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,441
|
|
|
(159,432
|
)
|
||||||
Payment of debt issuance costs
|
|
—
|
|
|
—
|
|
|
(9,795
|
)
|
|
—
|
|
|
—
|
|
|
(9,795
|
)
|
||||||
Excess tax benefit from unit-based compensation expense
|
|
—
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
||||||
Net cash (for) financing activities
|
|
(56,808
|
)
|
|
(41,694
|
)
|
|
18,986
|
|
|
(14,030
|
)
|
|
(61,689
|
)
|
|
(155,235
|
)
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
(2,742
|
)
|
|
—
|
|
|
—
|
|
|
(2,742
|
)
|
||||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase (decrease) for the year
|
|
5,000
|
|
|
(3,762
|
)
|
|
9,944
|
|
|
2,602
|
|
|
—
|
|
|
13,784
|
|
||||||
Balance, beginning of year
|
|
75,000
|
|
|
4,144
|
|
|
35,575
|
|
|
3,337
|
|
|
—
|
|
|
118,056
|
|
||||||
Balance, end of year
|
|
$
|
80,000
|
|
|
$
|
382
|
|
|
$
|
45,519
|
|
|
$
|
5,939
|
|
|
$
|
—
|
|
|
$
|
131,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET CASH FROM (FOR) OPERATING ACTIVITIES
|
|
$
|
162,450
|
|
|
$
|
22,696
|
|
|
$
|
13,963
|
|
|
$
|
138,521
|
|
|
$
|
(13,173
|
)
|
|
$
|
324,457
|
|
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany receivables (payments) receipts
|
|
—
|
|
|
44,023
|
|
|
|
|
|
(55,136
|
)
|
|
11,113
|
|
|
—
|
|
||||||
Sale of other assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,297
|
|
|
—
|
|
|
15,297
|
|
||||||
Capital expenditures
|
|
(56,254
|
)
|
|
—
|
|
|
(9,723
|
)
|
|
(54,471
|
)
|
|
—
|
|
|
(120,448
|
)
|
||||||
Net cash from (for) investing activities
|
|
(56,254
|
)
|
|
44,023
|
|
|
(9,723
|
)
|
|
(94,310
|
)
|
|
11,113
|
|
|
(105,151
|
)
|
||||||
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
|
|
||||||
Intercompany payables (payments) receipts
|
|
112,553
|
|
|
(54,236
|
)
|
|
(3,117
|
)
|
|
(44,087
|
)
|
|
(11,113
|
)
|
|
—
|
|
||||||
Term debt payments, including early termination penalties
|
|
(661,180
|
)
|
|
(466,336
|
)
|
|
(14,734
|
)
|
|
—
|
|
|
—
|
|
|
(1,142,250
|
)
|
||||||
Distributions (paid) received
|
|
(146,953
|
)
|
|
3,496
|
|
|
(13,173
|
)
|
|
—
|
|
|
13,173
|
|
|
(143,457
|
)
|
||||||
Payment of debt issuance costs
|
|
(14,535
|
)
|
|
(8,453
|
)
|
|
(544
|
)
|
|
—
|
|
|
—
|
|
|
(23,532
|
)
|
||||||
Exercise of limited partnership unit options
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Excess tax benefit from unit-based compensation expense
|
|
—
|
|
|
855
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
855
|
|
||||||
Net cash from (for) financing activities
|
|
(56,196
|
)
|
|
(63,019
|
)
|
|
(17,090
|
)
|
|
(44,087
|
)
|
|
2,060
|
|
|
(178,332
|
)
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
(1,748
|
)
|
|
—
|
|
|
—
|
|
|
(1,748
|
)
|
||||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase (decrease) for the year
|
|
50,000
|
|
|
3,700
|
|
|
(14,598
|
)
|
|
124
|
|
|
—
|
|
|
39,226
|
|
||||||
Balance, beginning of year
|
|
25,000
|
|
|
444
|
|
|
50,173
|
|
|
3,213
|
|
|
—
|
|
|
78,830
|
|
||||||
Balance, end of year
|
|
$
|
75,000
|
|
|
$
|
4,144
|
|
|
$
|
35,575
|
|
|
$
|
3,337
|
|
|
$
|
—
|
|
|
$
|
118,056
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET CASH FROM (FOR) OPERATING ACTIVITIES
|
|
$
|
189,572
|
|
|
$
|
(75,974
|
)
|
|
$
|
39,928
|
|
|
$
|
132,407
|
|
|
$
|
—
|
|
|
$
|
285,933
|
|
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany receivables payments
|
|
—
|
|
|
(57,817
|
)
|
|
—
|
|
|
(63,524
|
)
|
|
121,341
|
|
|
—
|
|
||||||
Intercompany debt receipts
|
|
—
|
|
|
93,845
|
|
|
—
|
|
|
—
|
|
|
(93,845
|
)
|
|
—
|
|
||||||
Capital contribution
|
|
—
|
|
|
(60,000
|
)
|
|
—
|
|
|
—
|
|
|
60,000
|
|
|
—
|
|
||||||
Sale of other assets
|
|
1,173
|
|
|
—
|
|
|
—
|
|
|
14,885
|
|
|
—
|
|
|
16,058
|
|
||||||
Capital expenditures
|
|
(33,664
|
)
|
|
(8
|
)
|
|
(14,551
|
)
|
|
(48,009
|
)
|
|
—
|
|
|
(96,232
|
)
|
||||||
Net cash from (for) investing activities
|
|
(32,491
|
)
|
|
(23,980
|
)
|
|
(14,551
|
)
|
|
(96,648
|
)
|
|
87,496
|
|
|
(80,174
|
)
|
||||||
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative settlement
|
|
—
|
|
|
—
|
|
|
(50,450
|
)
|
|
—
|
|
|
—
|
|
|
(50,450
|
)
|
||||||
Term debt borrowings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Intercompany payable (payments) receipts
|
|
(28,674
|
)
|
|
108,688
|
|
|
(16,500
|
)
|
|
57,827
|
|
|
(121,341
|
)
|
|
—
|
|
||||||
Intercompany debt payments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,845
|
)
|
|
93,845
|
|
|
—
|
|
||||||
Term debt payments, including early termination penalties
|
|
(14,468
|
)
|
|
(10,212
|
)
|
|
(320
|
)
|
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
||||||
Distributions (paid) received
|
|
(88,939
|
)
|
|
126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,813
|
)
|
||||||
Capital infusion
|
|
—
|
|
|
—
|
|
|
60,000
|
|
|
—
|
|
|
(60,000
|
)
|
|
—
|
|
||||||
Exercise of limited partnership unit options
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
||||||
Excess tax benefit from unit-based compensation expense
|
|
—
|
|
|
1,208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,208
|
|
||||||
Net cash from (for) financing activities
|
|
(132,081
|
)
|
|
99,886
|
|
|
(7,270
|
)
|
|
(36,018
|
)
|
|
(87,496
|
)
|
|
(162,979
|
)
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
526
|
|
|
—
|
|
|
—
|
|
|
526
|
|
||||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase (decrease) for the year
|
|
25,000
|
|
|
(68
|
)
|
|
18,633
|
|
|
(259
|
)
|
|
—
|
|
|
43,306
|
|
||||||
Balance, beginning of year
|
|
—
|
|
|
512
|
|
|
31,540
|
|
|
3,472
|
|
|
—
|
|
|
35,524
|
|
||||||
Balance, end of year
|
|
$
|
25,000
|
|
|
$
|
444
|
|
|
$
|
50,173
|
|
|
$
|
3,213
|
|
|
$
|
—
|
|
|
$
|
78,830
|
|
Plan Category
|
|
Number of units to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
Weighted-average exercise price of outstanding options, warrants and rights
(b)
(1)
|
|
Number of units remaining available for future issuance under equity compensation plans
(excluding units
reflected in column (a))
(c)
|
||||
Equity compensation plans approved by unitholders
|
|
1,174,975
|
|
|
$
|
34.03
|
|
|
612,154
|
|
Equity compensation plans not approved by unitholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,174,975
|
|
|
$
|
34.03
|
|
|
612,154
|
|
|
|
Page
|
|
(i)
|
Report of Independent Registered Public Accounting Firm.
|
27
|
|
(ii)
|
Consolidated Balance Sheets - December 31, 2014 and 2013.
|
28
|
|
(iii)
|
Consolidated Statements of Operations and Comprehensive Income - Years ended December 31, 2014, 2013, and 2012.
|
29
|
|
(iv)
|
Consolidated Statements of Cash Flows - Years ended December 31, 2014, 2013, and 2012.
|
30
|
|
(v)
|
Consolidated Statements of Partners' Equity - Years ended December 31, 2014, 2013, and 2012.
|
32
|
|
(vi)
|
Notes to Consolidated Financial Statements - December 31, 2014, 2013, and 2012.
|
33
|
|
Exhibit Number
|
Description
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, by and among Siddur Holdings, Ltd., Siddur Merger Sub, LLC, Cedar Fair Management, Inc. and Cedar Fair, L.P., dated as of December 16, 2009. Incorporated herein by reference to Exhibit 2.1 to the Registrant's Form 8-K (File No. 001-9444) filed on December 17, 2009.
|
2.2
|
|
Termination and Settlement Agreement among Cedar Fair, L.P. and its affiliates, and the Apollo Parties thereto, dated April 5, 2010. Incorporated herein by reference to Exhibit 2.1 to the Registrant's Form 8-K filed on April 6, 2010.
|
3.1
|
|
Sixth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. Incorporated herein by reference to Exhibit 3.1 to the Registrant's Form 10-Q (File No. 001-9444) filed November 4, 2011.
|
3.2
|
|
Regulations of Cedar Fair Management Inc. Incorporated herein by reference to Exhibit 3.2 to the Registrant's Form 10-Q filed November 4, 2011.
|
4.1
|
|
Indenture, by and among Cedar Fair, L.P., Canada's Wonderland Company, and Magnum Management Corporation, as issuers, the guarantors named therein, and The Bank of New York Mellon, as trustee, dated as of July 29, 2010 (including form of 9.125% Senior Notes due 2018). Incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on July 29, 2010.
|
4.2
|
|
Registration Rights Agreement, among Cedar Fair, L.P., Canada's Wonderland Company, and Magnum Management Corporation, as issuers, the guarantors named therein, and J.P. Morgan Securities Inc., as representative of the initial purchasers named therein, dated July 29, 2010. Incorporated herein by reference to Exhibit 4.2 to the Registrant's Form 8-K filed on July 29, 2010.
|
4.3
|
|
Indenture, by and among Cedar Fair, L.P., Canada's Wonderland Company, and Magnum Management Corporation, as issuers, the guarantors named therein, and The Bank of New York Mellon, as trustee, dated as of March 6, 2013 (including form of 5.25% Senior Note due 2021). Incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on March 8, 2013.
|
4.4
|
|
Registration Rights Agreement, among Cedar Fair, L.P., Canada's Wonderland Company, and Magnum Management Corporation, as issuers, the guarantors named therein, and J.P. Morgan Securities Inc., as representative of the initial purchasers named therein, dated March 6, 2013. Incorporated herein by reference to Exhibit 4.3 to the Registrant's Form 8-K filed on March 8, 2013.
|
4.5
|
|
Indenture, dated as of June 3, 2014, by and among Cedar Fair, L.P., Canada’s Wonderland Company and Magnum Management Corporation, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee (including Form of 5.375% Senior Note due 2024). Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 3, 2014.
|
4.6
|
|
Registration Rights Agreement, dated June 3, 2014, by and among Cedar Fair, L.P., Canada’s Wonderland Company and Magnum Management Corporation, as issuers, the guarantors named therein and J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers named therein. Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed on June 3, 2014.
|
10.1
|
|
Cedar Fair, L.P. Amended and Restated Executive Severance Plan dated July 18, 2007. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-09444) filed on August 3, 2007. (+)
|
10.2
|
|
Cedar Fair, L.P. Amended and Restated Supplemental Retirement Program dated July 18, 2007. Incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-09444) filed on August 3, 2007. (+)
|
10.3
|
|
Cedar Fair, L.P. 2008 Supplemental Retirement Program dated February 4, 2008. Incorporated herein by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K (File No. 001-09444) filed on February 29, 2008. (+)
|
10.4
|
|
2007 Amended and Restated Employment Agreement with Richard L. Kinzel. Incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-09444) filed on August 3, 2007. (+)
|
10.5
|
|
Amendment to the 2007 Amended and Restated Employment Agreement with Richard L. Kinzel dated January 24, 2011. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on May 6, 2011. (+)
|
10.6
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan dated as of May 15, 2008. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on May 20, 2008. (+)
|
10.7
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Long-Term Incentive Award Agreement. Incorporated herein by reference to Exhibit 10.13 to the Registrant's Form 10-K (File No. 001-09444) filed on March 2, 2009. (+)
|
10.8
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan 2008-2011 Performance Award Agreement. Incorporated herein by reference to Exhibit 10.13 to the Registrant's Form 10-K (File No. 001-09444) filed on March 2, 2009. (+)
|
Exhibit Number
|
Description
|
|
|
|
|
10.9
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Phantom Unit Award Agreement. Incorporated herein by reference to Exhibit 10 to the Registrant's Form 10-Q (File No. 001-09444) filed on May 8, 2009 (+)
|
10.10
|
|
Credit Agreement, among Cedar Fair, L.P., Magnum Management Corporation and Canada's Wonderland Company as borrowers, the several lenders from time to time party thereto, Keybank National Association, Wells Fargo Bank, N.A., UBS Loan Finance LLC and Fifth Third Bank as co-syndication agents and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, dated July 29, 2010. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on July 29, 2010.
|
10.11
|
|
Amendment No. 1, dated February 25, 2011, to Credit Agreement, among Cedar Fair, L.P.,Magnum Management Corporation and Canada's Wonderland Company as borrowers, the several lenders from time to time party thereto, KeyBank National Association, Wells Fargo Bank, N.A., UBS Loan Finance, LLC and Fifth Third Bank as co-syndication agents and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on March 3, 2011.
|
10.12
|
|
Form of Indemnification Agreement. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed November 1, 2011. (+)
|
10.13
|
|
2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed March 28, 2012. (+)
|
10.14
|
|
2008 Omnibus Incentive Plan Form of Option Award Agreement. Incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 8-K filed March 28, 2012. (+)
|
10.15
|
|
2008 Omnibus Incentive Plan Form of Performance Award Agreement. Incorporated herein by reference to Exhibit 10.3 to the Registrant's Form 8-K filed March 28, 2012. (+)
|
10.16
|
|
Amended and Restated Employment Agreement, by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and David Hoffman, dated April 24, 2012. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed April 27, 2012. (+)
|
10.17
|
|
Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Corporation and Brian Witherow, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
10.18
|
|
Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Corporation and Kelley Semmelroth, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
10.19
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Matthew A. Ouimet, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.3 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
10.20
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Richard Zimmerman, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.4 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
10.21
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and H. Phillip Bender, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.5 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
10.22
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Duffield Milkie, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.30 to the Registrant's Form 10-K filed February 26, 2014. (+)
|
10.23
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Robert Decker, dated December 10, 2012. Incorporated herein by reference to Exhibit 10.31 to the Registrant's Form 10-K filed February 26, 2014. (+)
|
10.24
|
|
Credit Agreement, among Cedar Fair, L.P., Magnum Management Corporation and Canada's Wonderland Company as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and the other parties thereto, dated March 6, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on March 8, 2013.
|
10.25
|
|
Amendment No. 1, dated September 30, 2013, to Credit Agreement, among Cedar Fair, L.P., Magnum Management Corporation and Canada's Wonderland Company as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and the other parties thereto. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on November 7, 2013.
|
10.26
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed October 21, 2013. (+)
|
10.27
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated March 31, 2014, by and between Magnum Management Corporation and Matthew A. Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on April 4, 2014. (+)
|
|
|
Exhibit
Number
|
Description
|
|
|
|
|
10.28
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on May 9, 2014. (+)
|
10.29
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement. Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on May 9, 2014. (+)
|
10.30
|
|
Amendment No. 2, dated December 18, 2014, to Credit Agreement, among Cedar Fair, L.P., Magnum Management Corporation and Canada’s Wonderland Company as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and the other parties thereto.
|
10.31
|
|
Section 16 Officer Standard Form of Employment Contract (non-CEO) (December 2014). (+)
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges
|
21
|
|
Subsidiaries of Cedar Fair, L.P.
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Partners' Equity, and (v) related notes.
|
/S/ Matthew A. Ouimet
|
Matthew A. Ouimet
|
President and Chief Executive Officer
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
|
/S/
|
Matthew A. Ouimet
|
|
President and Chief Executive Officer
|
February 26, 2015
|
|
Matthew A. Ouimet
|
|
Director
|
|
|
|
|
|
|
/S/
|
Brian C. Witherow
|
|
Executive Vice President and Chief Financial Officer
|
February 26, 2015
|
|
Brian C. Witherow
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
/S/
|
David R. Hoffman
|
|
Senior Vice President and Chief Accounting Officer
|
February 26, 2015
|
|
David R. Hoffman
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
/S/
|
Eric L. Affeldt
|
|
Chairman
|
February 26, 2015
|
|
Eric L. Affeldt
|
|
|
|
|
|
|
|
|
/S/
|
Gina D. France
|
|
Director
|
February 26, 2015
|
|
Gina D. France
|
|
|
|
|
|
|
|
|
/S/
|
Daniel J. Hanrahan
|
|
Director
|
February 26, 2015
|
|
Daniel J. Hanrahan
|
|
|
|
|
|
|
|
|
/S/
|
Tom Klein
|
|
Director
|
February 26, 2015
|
|
Tom Klein
|
|
|
|
|
|
|
|
|
/S/
|
D. Scott Olivet
|
|
Director
|
February 26, 2015
|
|
D. Scott Olivet
|
|
|
|
|
|
|
|
|
/S/
|
John M. Scott III
|
|
Director
|
February 26, 2015
|
|
John M. Scott III
|
|
|
|
|
|
|
|
|
/S/
|
Lauri M. Shanahan
|
|
Director
|
February 26, 2015
|
|
Lauri M. Shanahan
|
|
|
|
|
|
|
|
|
/S/
|
Debra Smithart-Oglesby
|
|
Director
|
February 26, 2015
|
|
Debra Smithart-Oglesby
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
Description
|
Page
|
|
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, by and among Siddur Holdings, Ltd., Siddur Merger Sub, LLC, Cedar Fair Management, Inc. and Cedar Fair, L.P., dated as of December 16, 2009. Incorporated herein by reference to Exhibit 2.1 to the Registrant's Form 8-K (File No. 001-9444) filed on December 17, 2009.
|
*
|
2.2
|
|
Termination and Settlement Agreement among Cedar Fair, L.P. and its affiliates, and the Apollo Parties thereto, dated April 5, 2010. Incorporated herein by reference to Exhibit 2.1 to the Registrant's Form 8-K filed on April 6, 2010.
|
*
|
3.1
|
|
Sixth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P. Incorporated herein by reference to Exhibit 3.1 to the Registrant's Form 10-Q (File No. 001-9444) filed November 4, 2011.
|
*
|
3.2
|
|
Regulations of Cedar Fair Management Inc. Incorporated herein by reference to Exhibit 3.2 to the Registrant's Form 10-Q filed November 4, 2011.
|
*
|
4.1
|
|
Indenture, by and among Cedar Fair, L.P., Canada's Wonderland Company, and Magnum Management Corporation, as issuers, the guarantors named therein, and The Bank of New York Mellon, as trustee, dated as of July 29, 2010 (including form of 9.125% Senior Notes due 2018). Incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on July 29, 2010.
|
*
|
4.2
|
|
Registration Rights Agreement, among Cedar Fair, L.P., Canada's Wonderland Company, and Magnum Management Corporation, as issuers, the guarantors named therein, and J.P. Morgan Securities Inc., as representative of the initial purchasers named therein, dated July 29, 2010. Incorporated herein by reference to Exhibit 4.2 to the Registrant's Form 8-K filed on July 29, 2010.
|
*
|
4.3
|
|
Indenture, by and among Cedar Fair, L.P., Canada's Wonderland Company, and Magnum Management Corporation, as issuers, the guarantors named therein, and The Bank of New York Mellon, as trustee, dated as of March 6, 2013 (including form of 5.25% Senior Note due 2021). Incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 8-K filed on March 8, 2013.
|
*
|
4.4
|
|
Registration Rights Agreement, among Cedar Fair, L.P., Canada's Wonderland Company, and Magnum Management Corporation, as issuers, the guarantors named therein, and J.P. Morgan Securities Inc., as representative of the initial purchasers named therein, dated March 6, 2013. Incorporated herein by reference to Exhibit 4.3 to the Registrant's Form 8-K filed on March 8, 2013.
|
*
|
4.5
|
|
Indenture, dated as of June 3, 2014, by and among Cedar Fair, L.P., Canada’s Wonderland Company and Magnum Management Corporation, as issuers, the guarantors named therein and The Bank of New York Mellon, as trustee (including Form of 5.375% Senior Note due 2024). Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on June 3, 2014.
|
*
|
4.6
|
|
Registration Rights Agreement, dated June 3, 2014, by and among Cedar Fair, L.P., Canada’s Wonderland Company and Magnum Management Corporation, as issuers, the guarantors named therein and J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers named therein. Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form 8-K filed on June 3, 2014.
|
*
|
10.1
|
|
Cedar Fair, L.P. Amended and Restated Executive Severance Plan dated July 18, 2007. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-09444) filed on August 3, 2007. (+)
|
*
|
10.2
|
|
Cedar Fair, L.P. Amended and Restated Supplemental Retirement Program dated July 18, 2007. Incorporated herein by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-09444) filed on August 3, 2007. (+)
|
*
|
10.3
|
|
Cedar Fair, L.P. 2008 Supplemental Retirement Program dated February 4, 2008. Incorporated herein by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K (File No. 001-09444) filed on February 29, 2008. (+)
|
*
|
10.4
|
|
2007 Amended and Restated Employment Agreement with Richard L. Kinzel. Incorporated herein by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-09444) filed on August 3, 2007. (+)
|
*
|
10.5
|
|
Amendment to the 2007 Amended and Restated Employment Agreement with Richard L. Kinzel dated January 24, 2011. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on May 6, 2011. (+)
|
*
|
10.6
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan dated as of May 15, 2008. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on May 20, 2008. (+)
|
*
|
10.7
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Long-Term Incentive Award Agreement. Incorporated herein by reference to Exhibit 10.13 to the Registrant's Form 10-K (File No. 001-09444) filed on March 2, 2009. (+)
|
*
|
10.8
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan 2008-2011 Performance Award Agreement. Incorporated herein by reference to Exhibit 10.13 to the Registrant's Form 10-K (File No. 001-09444) filed on March 2, 2009. (+)
|
*
|
Exhibit
Number
|
Description
|
Page
|
|
10.9
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Phantom Unit Award Agreement. Incorporated herein by reference to Exhibit 10 to the Registrant's Form 10-Q (File No. 001-09444) filed on May 8, 2009 (+)
|
*
|
10.10
|
|
Credit Agreement, among Cedar Fair, L.P., Magnum Management Corporation and Canada's Wonderland Company as borrowers, the several lenders from time to time party thereto, Keybank National Association, Wells Fargo Bank, N.A., UBS Loan Finance LLC and Fifth Third Bank as co-syndication agents and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, dated July 29, 2010. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on July 29, 2010.
|
*
|
10.11
|
|
Amendment No. 1, dated February 25, 2011, to Credit Agreement, among Cedar Fair, L.P.,Magnum Management Corporation and Canada's Wonderland Company as borrowers, the several lenders from time to time party thereto, KeyBank National Association, Wells Fargo Bank, N.A., UBS Loan Finance, LLC and Fifth Third Bank as co-syndication agents and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on March 3, 2011.
|
*
|
10.12
|
|
Form of Indemnification Agreement. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed November 1, 2011. (+)
|
*
|
10.13
|
|
2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed March 28, 2012. (+)
|
*
|
10.14
|
|
2008 Omnibus Incentive Plan Form of Option Award Agreement. Incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 8-K filed March 28, 2012. (+)
|
*
|
10.15
|
|
2008 Omnibus Incentive Plan Form of Performance Award Agreement. Incorporated herein by reference to Exhibit 10.3 to the Registrant's Form 8-K filed March 28, 2012. (+)
|
*
|
10.16
|
|
Amended and Restated Employment Agreement, by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and David Hoffman, dated April 24, 2012. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed April 27, 2012. (+)
|
*
|
10.17
|
|
Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Corporation and Brian Witherow, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
*
|
10.18
|
|
Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Corporation and Kelley Semmelroth, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
*
|
10.19
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Matthew A. Ouimet, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.3 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
*
|
10.20
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Richard Zimmerman, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.4 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
*
|
10.21
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and H. Phillip Bender, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.5 to the Registrant's Form 8-K filed December 7, 2012. (+)
|
*
|
10.22
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Duffield Milkie, dated December 4, 2012. Incorporated herein by reference to Exhibit 10.30 to the Registrant's Form 10-K filed February 26, 2014. (+)
|
*
|
10.23
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Robert Decker, dated December 10, 2012. Incorporated herein by reference to Exhibit 10.31 to the Registrant's Form 10-K filed February 26, 2014. (+)
|
*
|
10.24
|
|
Credit Agreement, among Cedar Fair, L.P., Magnum Management Corporation and Canada's Wonderland Company as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and the other parties thereto, dated March 6, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on March 8, 2013.
|
*
|
10.25
|
|
Amendment No. 1, dated September 30, 2013, to Credit Agreement, among Cedar Fair, L.P., Magnum Management Corporation and Canada's Wonderland Company as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and the other parties thereto. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q filed on November 7, 2013.
|
*
|
10.26
|
|
Amended and Restated Employment Agreement by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Matthew A. Ouimet, dated October 21, 2013. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed October 21, 2013. (+)
|
*
|
10.27
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated March 31, 2014, by and between Magnum Management Corporation and Matthew A. Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on April 4, 2014. (+)
|
*
|
10.28
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on May 9, 2014. (+)
|
*
|
10.29
|
|
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement. Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed on May 9, 2014. (+)
|
*
|
10.30
|
|
Amendment No. 2, dated December 18, 2014, to Credit Agreement, among Cedar Fair, L.P., Magnum Management Corporation and Canada’s Wonderland Company as borrowers, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent and collateral agent and the other parties thereto.
|
*
|
10.31
|
|
Section 16 Officer Standard Form of Employment Contract (non-CEO) (December 2014). (+)
|
71
|
12.1
|
|
Computation of Ratio of Earnings to Fixed Charges
|
98
|
21
|
|
Subsidiaries of Cedar Fair, L.P.
|
99
|
23
|
|
Consent of Independent Registered Public Accounting Firm
|
100
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
101
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
102
|
32
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
103
|
101
|
|
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Partners' Equity, and (v) related notes.
|
*
|
1.
|
Employment
. Magnum hereby agrees to employ Executive, and Executive hereby agrees to accept employment with Magnum, upon the terms and conditions contained in this Agreement. Executive’s employment with Magnum under the terms of this Agreement shall commence on the Effective Date and shall continue, subject to earlier termination of such employment pursuant to the terms hereof, until (and including) December 31, ___________________(the “
Employment Period
”). This Agreement shall automatically renew for a period of twenty four (24) months commencing January 1, _____________, and on every twenty four (24) month anniversary of January 1, _______ thereafter unless one of the parties provides written notice of intent to terminate not less than sixty (60) days prior to January 1, __________ or any such twenty four (24) month anniversary thereafter; provided, however, that Cedar Fair shall have the right to terminate this Agreement at any time, subject to the obligations to provide the benefits and make the payments provided herein. The term of Executive’s employment, as set forth herein and as it may be extended pursuant to this Section 1, is hereinafter referred to as the “Employment Period”.
|
1.
|
General Release and Waiver of Claims
.
|
2.
|
No Admission of Liability
. It is understood that nothing in this Agreement is to be construed as an admission on behalf of the Company Released Parties of any wrongdoing with respect to the Employee, any such wrongdoing being expressly denied.
|
3.
|
Acknowledgement of Waiver and Release of Claims Under ADEA
.
|
4.
|
Miscellaneous
.
|
Name
|
Employment Period
|
Title
|
Base Salary Specified in Section 4.1
|
Brian C. Witherow
|
Through December 31, 2017;
renewal periods commencing on January 1, 2018 and every 24-month anniversary thereafter subject to termination provisions
|
Executive Vice President and Chief Financial Officer
|
$416,000
|
Richard A. Zimmerman
|
Through December 31, 2017;
renewal periods commencing on January 1, 2018 and every 24-month anniversary thereafter subject to termination provisions
|
Chief Operating Officer
|
$550,000
|
H. Phillip Bender
|
Through December 31, 2017;
renewal periods commencing on January 1, 2018 and every 24-month anniversary thereafter subject to termination provisions
|
Executive Vice President, Operations
|
$361,000
|
Duffield E. Milkie
|
Through December 31, 2017;
renewal periods commencing on January 1, 2018 and every 24-month anniversary thereafter subject to termination provisions
|
Corporate Vice President, Secretary and General Counsel
|
$368,000
|
For the years ended December 31,
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
(1)
|
||||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Interest expensed
|
|
$
|
96,286
|
|
|
$
|
103,071
|
|
|
$
|
110,619
|
|
|
$
|
157,185
|
|
|
$
|
150,285
|
|
|
|
Interest capitalized
|
|
2,983
|
|
|
1,610
|
|
|
1,322
|
|
|
1,835
|
|
|
1,343
|
|
||||||
|
Amortization of capitalized debt costs
|
|
4,602
|
|
|
6,130
|
|
|
10,417
|
|
|
10,000
|
|
|
5,671
|
|
||||||
|
Interest component of rental expense
|
|
4,220
|
|
|
3,142
|
|
|
2,970
|
|
|
2,419
|
|
|
2,327
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total fixed charges
|
|
$
|
108,091
|
|
|
$
|
113,953
|
|
|
$
|
125,328
|
|
|
$
|
171,439
|
|
|
$
|
159,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net income (loss)
|
|
$
|
104,215
|
|
|
$
|
108,204
|
|
|
$
|
101,857
|
|
|
$
|
65,296
|
|
|
$
|
(33,052
|
)
|
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Income tax expense
|
|
9,885
|
|
|
20,243
|
|
|
31,757
|
|
|
7,877
|
|
|
2,670
|
|
||||||
|
Fixed charges
|
|
108,091
|
|
|
113,953
|
|
|
125,328
|
|
|
171,439
|
|
|
159,626
|
|
||||||
|
Amortization of capitalized interest
|
|
897
|
|
|
830
|
|
|
761
|
|
|
659
|
|
|
581
|
|
||||||
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Interest capitalized
|
|
(2,983
|
)
|
|
(1,610
|
)
|
|
(1,322
|
)
|
|
(1,835
|
)
|
|
(1,343
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total earnings
|
|
$
|
220,105
|
|
|
$
|
241,620
|
|
|
$
|
258,381
|
|
|
$
|
243,436
|
|
|
$
|
128,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of total earnings to total fixed charges
|
|
2.0x
|
|
|
2.1x
|
|
|
2.1x
|
|
|
1.4x
|
|
|
0.8x
|
|
|||||||
Excess
|
|
|
112,014
|
|
|
127,667
|
|
|
133,053
|
|
|
71,997
|
|
|
(31,144
|
)
|
Name
|
Jurisdiction of Organization
|
|
|
Cedar Fair
|
Ohio
|
Knott's Berry Farm
|
California
|
Magnum Management Corporation
|
Ohio
|
Michigan's Adventure, Inc.
|
Michigan
|
Cedar Fair Southwest Inc.
|
Delaware
|
Kings Island Company
|
Delaware
|
Wonderland Company Inc.
|
Delaware
|
Canada's Wonderland Company
|
Canada (Nova Scotia)
|
Cedar Point Park LLC
|
Delaware
|
Valleyfair LLC
|
Delaware
|
Worlds of Fun LLC
|
Delaware
|
Dorney Park LLC
|
Delaware
|
Knotts Berry Farm LLC
|
Delaware
|
Carowinds LLC
|
Delaware
|
Kings Dominion LLC
|
Delaware
|
Michigans Adventure LLC
|
Delaware
|
Kings Island Park LLC
|
Delaware
|
Geauga Lake LLC
|
Delaware
|
1)
|
I have reviewed this annual report on Form 10-K of Cedar Fair, L.P.;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 26, 2015
|
|
/s/ Matthew A. Ouimet
|
|
|
|
Matthew A. Ouimet
|
|
|
|
President and Chief Executive Officer
|
1)
|
I have reviewed this annual report on Form 10-K of Cedar Fair, L.P.;
|
2)
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3)
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4)
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5)
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
February 26, 2015
|
|
/s/ Brian C. Witherow
|
|
|
|
Brian C. Witherow
|
|
|
|
Executive Vice President and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
|
/s/ Matthew A. Ouimet
|
|
Matthew A. Ouimet
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Brian C. Witherow
|
|
Brian C. Witherow
|
|
Executive Vice President and Chief Financial Officer
|
|