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x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
|
34-1560655
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
o
|
|
|
|
|
|||
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
o
|
|
|
|
Title of Class
|
|
Units Outstanding as of May 1, 2017
|
Units Representing
Limited Partner Interests
|
|
56,235,646
|
|
|
|
|
|
|
|
|||
|
|
|
||
Item 1.
|
|
|
||
|
|
|
||
Item 2.
|
|
|
||
|
|
|
||
Item 3.
|
|
|
||
|
|
|
||
Item 4.
|
|
|
||
|
|
|||
|
|
|||
|
|
|
||
Item 1.
|
|
|
||
|
|
|
||
Item 1A.
|
|
|
||
|
|
|
|
|
Item 2.
|
|
|
||
|
|
|
|
|
Item 6.
|
|
|
||
|
|
|||
|
||||
|
|
|||
|
|
|
3/26/2017
|
|
12/31/2016
|
|
3/27/2016
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
34,242
|
|
|
$
|
122,716
|
|
|
$
|
64,551
|
|
Receivables
|
|
28,585
|
|
|
35,414
|
|
|
33,914
|
|
|||
Inventories
|
|
39,318
|
|
|
26,276
|
|
|
38,455
|
|
|||
Prepaid advertising
|
|
20,046
|
|
|
1,571
|
|
|
18,929
|
|
|||
Other current assets
|
|
9,043
|
|
|
9,699
|
|
|
8,989
|
|
|||
|
|
131,234
|
|
|
195,676
|
|
|
164,838
|
|
|||
Property and Equipment:
|
|
|
|
|
|
|
||||||
Land
|
|
266,433
|
|
|
265,961
|
|
|
270,534
|
|
|||
Land improvements
|
|
403,830
|
|
|
402,013
|
|
|
382,791
|
|
|||
Buildings
|
|
664,936
|
|
|
663,982
|
|
|
650,581
|
|
|||
Rides and equipment
|
|
1,649,934
|
|
|
1,643,770
|
|
|
1,575,003
|
|
|||
Construction in progress
|
|
97,920
|
|
|
58,299
|
|
|
87,833
|
|
|||
|
|
3,083,053
|
|
|
3,034,025
|
|
|
2,966,742
|
|
|||
Less accumulated depreciation
|
|
(1,494,405
|
)
|
|
(1,494,805
|
)
|
|
(1,396,588
|
)
|
|||
|
|
1,588,648
|
|
|
1,539,220
|
|
|
1,570,154
|
|
|||
Goodwill
|
|
179,899
|
|
|
179,660
|
|
|
214,708
|
|
|||
Other Intangibles, net
|
|
37,724
|
|
|
37,837
|
|
|
36,655
|
|
|||
Other Assets
|
|
20,774
|
|
|
20,788
|
|
|
17,405
|
|
|||
|
|
$
|
1,958,279
|
|
|
$
|
1,973,181
|
|
|
$
|
2,003,760
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
|
||||||
Current maturities of long-term debt
|
|
$
|
4,350
|
|
|
$
|
2,775
|
|
|
$
|
4,050
|
|
Accounts payable
|
|
44,715
|
|
|
20,851
|
|
|
34,092
|
|
|||
Deferred revenue
|
|
116,132
|
|
|
82,765
|
|
|
105,256
|
|
|||
Accrued interest
|
|
11,013
|
|
|
9,986
|
|
|
11,360
|
|
|||
Accrued taxes
|
|
8,536
|
|
|
58,958
|
|
|
10,563
|
|
|||
Accrued salaries, wages and benefits
|
|
14,427
|
|
|
30,358
|
|
|
22,441
|
|
|||
Self-insurance reserves
|
|
25,833
|
|
|
27,063
|
|
|
24,252
|
|
|||
Distribution payable
|
|
—
|
|
|
—
|
|
|
46,314
|
|
|||
Other accrued liabilities
|
|
11,619
|
|
|
9,927
|
|
|
7,196
|
|
|||
|
|
236,625
|
|
|
242,683
|
|
|
265,524
|
|
|||
Deferred Tax Liability
|
|
122,007
|
|
|
104,885
|
|
|
138,948
|
|
|||
Derivative Liability
|
|
15,658
|
|
|
17,721
|
|
|
27,855
|
|
|||
Other Liabilities
|
|
12,923
|
|
|
13,162
|
|
|
12,388
|
|
|||
Long-Term Debt:
|
|
|
|
|
|
|
||||||
Revolving credit loans
|
|
85,000
|
|
|
—
|
|
|
65,000
|
|
|||
Term debt
|
|
593,197
|
|
|
594,228
|
|
|
597,309
|
|
|||
Notes
|
|
940,421
|
|
|
939,983
|
|
|
938,542
|
|
|||
|
|
1,618,618
|
|
|
1,534,211
|
|
|
1,600,851
|
|
|||
Partners’ Equity:
|
|
|
|
|
|
|
||||||
Special L.P. interests
|
|
5,290
|
|
|
5,290
|
|
|
5,290
|
|
|||
General partner
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Limited partners, 56,236, 56,201 and 56,069 units outstanding at March 26, 2017, December 31, 2016 and March 27, 2016, respectively
|
|
(57,116
|
)
|
|
52,288
|
|
|
(43,361
|
)
|
|||
Accumulated other comprehensive income (loss)
|
|
4,275
|
|
|
2,941
|
|
|
(3,735
|
)
|
|||
|
|
(47,552
|
)
|
|
60,519
|
|
|
(41,806
|
)
|
|||
|
|
$
|
1,958,279
|
|
|
$
|
1,973,181
|
|
|
$
|
2,003,760
|
|
|
Three months ended
|
||||||
|
3/26/2017
|
|
3/27/2016
|
||||
Net revenues:
|
|
|
|
||||
Admissions
|
$
|
22,563
|
|
|
$
|
28,660
|
|
Food, merchandise and games
|
18,208
|
|
|
21,767
|
|
||
Accommodations, extra-charge products and other
|
7,547
|
|
|
8,011
|
|
||
|
48,318
|
|
|
58,438
|
|
||
Costs and expenses:
|
|
|
|
||||
Cost of food, merchandise, and games revenues
|
5,480
|
|
|
6,237
|
|
||
Operating expenses
|
84,289
|
|
|
84,604
|
|
||
Selling, general and administrative
|
27,619
|
|
|
25,612
|
|
||
Depreciation and amortization
|
5,365
|
|
|
5,191
|
|
||
Loss on impairment / retirement of fixed assets, net
|
1,526
|
|
|
2,612
|
|
||
|
124,279
|
|
|
124,256
|
|
||
Operating loss
|
(75,961
|
)
|
|
(65,818
|
)
|
||
Interest expense
|
18,914
|
|
|
19,787
|
|
||
Net effect of swaps
|
301
|
|
|
1,842
|
|
||
Gain on foreign currency
|
(2,671
|
)
|
|
(19,561
|
)
|
||
Interest income
|
(32
|
)
|
|
(18
|
)
|
||
Loss before taxes
|
(92,473
|
)
|
|
(67,868
|
)
|
||
Benefit for taxes
|
(27,719
|
)
|
|
(19,382
|
)
|
||
Net loss
|
(64,754
|
)
|
|
(48,486
|
)
|
||
Net loss allocated to general partner
|
(1
|
)
|
|
—
|
|
||
Net loss allocated to limited partners
|
$
|
(64,753
|
)
|
|
$
|
(48,486
|
)
|
|
|
|
|
||||
Net loss
|
$
|
(64,754
|
)
|
|
$
|
(48,486
|
)
|
Other comprehensive income (loss), (net of tax):
|
|
|
|
||||
Foreign currency translation adjustment
|
(660
|
)
|
|
(4,395
|
)
|
||
Unrealized gain (loss) on cash flow hedging derivatives
|
1,994
|
|
|
(2,631
|
)
|
||
Other comprehensive income (loss), (net of tax)
|
1,334
|
|
|
(7,026
|
)
|
||
Total comprehensive loss
|
$
|
(63,420
|
)
|
|
$
|
(55,512
|
)
|
Basic loss per limited partner unit:
|
|
|
|
||||
Weighted average limited partner units outstanding
|
56,008
|
|
|
55,877
|
|
||
Net loss per limited partner unit
|
$
|
(1.16
|
)
|
|
$
|
(0.87
|
)
|
Diluted loss per limited partner unit:
|
|
|
|
||||
Weighted average limited partner units outstanding
|
56,008
|
|
|
55,877
|
|
||
Net loss per limited partner unit
|
$
|
(1.16
|
)
|
|
$
|
(0.87
|
)
|
|
Three months ended
|
||||||
|
3/26/2017
|
|
3/27/2016
|
||||
Limited Partnership Units Outstanding
|
|
|
|
||||
Beginning balance
|
56,201
|
|
|
56,018
|
|
||
Limited partnership unit options exercised
|
10
|
|
|
7
|
|
||
Limited partnership unit forfeitures
|
(2
|
)
|
|
—
|
|
||
Issuance of limited partnership units as compensation
|
27
|
|
|
44
|
|
||
|
56,236
|
|
|
56,069
|
|
||
Limited Partners’ Equity
|
|
|
|
||||
Beginning balance
|
$
|
52,288
|
|
|
$
|
48,428
|
|
Net loss
|
(64,753
|
)
|
|
(48,486
|
)
|
||
Partnership distribution declared ($0.855 and $0.825 per limited partnership unit)
|
(48,135
|
)
|
|
(46,314
|
)
|
||
Expense recognized for limited partnership unit options
|
—
|
|
|
5
|
|
||
Tax effect of units involved in treasury unit transactions
|
(1,369
|
)
|
|
(1,549
|
)
|
||
Issuance of limited partnership units as compensation
|
4,853
|
|
|
4,555
|
|
||
|
(57,116
|
)
|
|
(43,361
|
)
|
||
General Partner’s Equity
|
|
|
|
||||
Beginning balance
|
—
|
|
|
—
|
|
||
Net loss
|
(1
|
)
|
|
—
|
|
||
Partnership distribution declared
|
—
|
|
|
—
|
|
||
|
(1
|
)
|
|
—
|
|
||
Special L.P. Interests
|
5,290
|
|
|
5,290
|
|
||
|
|
|
|
||||
Accumulated Other Comprehensive Income
|
|
|
|
||||
Foreign currency translation adjustment:
|
|
|
|
||||
Beginning balance
|
18,891
|
|
|
22,591
|
|
||
Period activity, net of tax $0 and $2,520
|
(660
|
)
|
|
(4,395
|
)
|
||
|
18,231
|
|
|
18,196
|
|
||
Unrealized loss on cash flow hedging derivatives:
|
|
|
|
||||
Beginning balance
|
(15,950
|
)
|
|
(19,300
|
)
|
||
Period activity, net of tax ($371) and $464
|
1,994
|
|
|
(2,631
|
)
|
||
|
(13,956
|
)
|
|
(21,931
|
)
|
||
|
4,275
|
|
|
(3,735
|
)
|
||
Total Partners’ Equity
|
$
|
(47,552
|
)
|
|
$
|
(41,806
|
)
|
|
Three months ended
|
||||||
|
3/26/2017
|
|
3/27/2016
|
||||
CASH FLOWS FOR OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(64,754
|
)
|
|
$
|
(48,486
|
)
|
Adjustments to reconcile net loss to net cash for operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,365
|
|
|
5,191
|
|
||
Non-cash foreign currency gain on debt
|
(2,010
|
)
|
|
(19,812
|
)
|
||
Other non-cash expenses
|
4,627
|
|
|
10,434
|
|
||
Net change in working capital
|
(33,738
|
)
|
|
(19,917
|
)
|
||
Net change in other assets/liabilities
|
16,526
|
|
|
5,657
|
|
||
Net cash for operating activities
|
(73,984
|
)
|
|
(66,933
|
)
|
||
CASH FLOWS FOR INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(48,455
|
)
|
|
(52,221
|
)
|
||
Purchase of identifiable intangible assets
|
(10
|
)
|
|
—
|
|
||
Net cash for investing activities
|
(48,465
|
)
|
|
(52,221
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings on revolving credit loans
|
85,000
|
|
|
65,000
|
|
||
Distributions paid to partners
|
(48,135
|
)
|
|
—
|
|
||
Tax effect of units involved in treasury unit transactions
|
(1,369
|
)
|
|
(1,549
|
)
|
||
Payments related to tax withholding for equity compensation
|
(1,904
|
)
|
|
(909
|
)
|
||
Net cash from financing activities
|
33,592
|
|
|
62,542
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
383
|
|
|
1,606
|
|
||
CASH AND CASH EQUIVALENTS
|
|
|
|
||||
Net decrease for the period
|
(88,474
|
)
|
|
(55,006
|
)
|
||
Balance, beginning of period
|
122,716
|
|
|
119,557
|
|
||
Balance, end of period
|
$
|
34,242
|
|
|
$
|
64,551
|
|
SUPPLEMENTAL INFORMATION
|
|
|
|
||||
Cash payments for interest expense
|
$
|
17,978
|
|
|
$
|
18,123
|
|
Interest capitalized
|
1,047
|
|
|
788
|
|
||
Cash payments for income taxes, net of refunds
|
8,084
|
|
|
2,834
|
|
||
Capital expenditures in accounts payable
|
11,898
|
|
|
4,809
|
|
(In thousands)
|
|
Goodwill
(gross)
|
|
Accumulated
Impairment
Losses
|
|
Goodwill
(net)
|
||||||
Balance at December 31, 2016
|
|
$
|
259,528
|
|
|
$
|
(79,868
|
)
|
|
$
|
179,660
|
|
Foreign currency translation
|
|
239
|
|
|
—
|
|
|
239
|
|
|||
Balance at March 26, 2017
|
|
$
|
259,767
|
|
|
$
|
(79,868
|
)
|
|
$
|
179,899
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2015
|
|
$
|
290,679
|
|
|
$
|
(79,868
|
)
|
|
$
|
210,811
|
|
Foreign currency translation
|
|
3,897
|
|
|
—
|
|
|
3,897
|
|
|||
Balance at March 27, 2016
|
|
$
|
294,576
|
|
|
$
|
(79,868
|
)
|
|
$
|
214,708
|
|
(In thousands)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||
March 26, 2017
|
|
|
|
|
|
|
||||||
Other intangible assets:
|
|
|
|
|
|
|
||||||
Trade names
|
|
$
|
35,656
|
|
|
$
|
—
|
|
|
$
|
35,656
|
|
License / franchise agreements
|
|
3,301
|
|
|
(1,233
|
)
|
|
2,068
|
|
|||
Total other intangible assets
|
|
$
|
38,957
|
|
|
$
|
(1,233
|
)
|
|
$
|
37,724
|
|
|
|
|
|
|
|
|
||||||
December 31, 2016
|
|
|
|
|
|
|
||||||
Other intangible assets:
|
|
|
|
|
|
|
||||||
Trade names
|
|
$
|
35,603
|
|
|
$
|
—
|
|
|
$
|
35,603
|
|
License / franchise agreements
|
|
3,326
|
|
|
(1,092
|
)
|
|
2,234
|
|
|||
Total other intangible assets
|
|
$
|
38,929
|
|
|
$
|
(1,092
|
)
|
|
$
|
37,837
|
|
|
|
|
|
|
|
|
||||||
March 27, 2016
|
|
|
|
|
|
|
||||||
Other intangible assets:
|
|
|
|
|
|
|
||||||
Trade names
|
|
$
|
35,760
|
|
|
$
|
—
|
|
|
$
|
35,760
|
|
License / franchise agreements
|
|
1,444
|
|
|
(549
|
)
|
|
895
|
|
|||
Total other intangible assets
|
|
$
|
37,204
|
|
|
$
|
(549
|
)
|
|
$
|
36,655
|
|
(In thousands)
|
March 26, 2017
|
|
December 31, 2016
|
|
March 27, 2016
|
||||||
|
|
|
|
|
|
||||||
Revolving credit facility (due 2018)
|
$
|
85,000
|
|
|
$
|
—
|
|
|
$
|
65,000
|
|
Term debt
(1)
|
|
|
|
|
|
||||||
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)
|
602,850
|
|
|
602,850
|
|
|
608,850
|
|
|||
Notes
|
|
|
|
|
|
||||||
June 2014 U.S. fixed rate notes at 5.375% (due 2024)
|
450,000
|
|
|
450,000
|
|
|
450,000
|
|
|||
March 2013 U.S. fixed rate notes at 5.25% (due 2021)
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
|||
|
1,637,850
|
|
|
1,552,850
|
|
|
1,623,850
|
|
|||
Less current portion
|
(4,350
|
)
|
|
(2,775
|
)
|
|
(4,050
|
)
|
|||
|
1,633,500
|
|
|
1,550,075
|
|
|
1,619,800
|
|
|||
Less debt issuance costs
|
(14,882
|
)
|
|
(15,864
|
)
|
|
(18,949
|
)
|
|||
|
$
|
1,618,618
|
|
|
$
|
1,534,211
|
|
|
$
|
1,600,851
|
|
(1)
|
The average interest rate does not reflect the effect of interest rate swap agreements (see Note 6).
|
(In thousands)
|
|
March 26, 2017
|
|
December 31, 2016
|
|
March 27, 2016
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
(15,658
|
)
|
|
$
|
(17,721
|
)
|
|
$
|
(27,855
|
)
|
(In thousands)
|
|
Amount of Gain (Loss)
recognized in OCI on Derivatives (Effective Portion) |
|
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income (Effective Portion) |
|
Amount and Location of Gain (Loss) Recognized
in Income on Derivatives
|
||||||||||||||||||||||
Designated Derivatives
|
|
Three months ended 3/26/2017
|
|
Three months ended 3/27/2016
|
|
Designated Derivatives
|
|
Three months ended 3/26/2017
|
|
Three months ended 3/27/2016
|
|
Derivatives
Not Designated
|
|
Three months ended 3/26/2017
|
|
Three months ended 3/27/2016
|
||||||||||||
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
(4,671
|
)
|
|
Interest Expense
|
|
$
|
—
|
|
|
$
|
(851
|
)
|
|
Net effect of swaps
|
|
$
|
2,063
|
|
|
$
|
(265
|
)
|
•
|
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.
|
(In thousands)
|
Unaudited Condensed
Consolidated Balance Sheet Location
|
Fair Value Hierarchy Level
|
|
March 26, 2017
|
|
December 31, 2016
|
|
March 27, 2016
|
|||||||||||||||
|
Carrying Value
|
Fair
Value
|
|
Carrying Value
|
Fair
Value
|
|
Carrying Value
|
Fair
Value
|
|||||||||||||||
Financial assets (liabilities) measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap agreements not designated as cash flow hedges
|
Derivative Liability
|
Level 2
|
|
$
|
(15,658
|
)
|
$
|
(15,658
|
)
|
|
$
|
(17,721
|
)
|
$
|
(17,721
|
)
|
|
$
|
(27,855
|
)
|
$
|
(27,855
|
)
|
Other financial assets (liabilities):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term debt
|
Long-Term Debt
(1)
|
Level 2
|
|
$
|
(598,500
|
)
|
$
|
(601,493
|
)
|
|
$
|
(600,075
|
)
|
$
|
(603,075
|
)
|
|
$
|
(604,800
|
)
|
$
|
(604,800
|
)
|
March 2013 notes
|
Long-Term Debt
(1)
|
Level 1
|
|
$
|
(500,000
|
)
|
$
|
(513,125
|
)
|
|
$
|
(500,000
|
)
|
$
|
(510,000
|
)
|
|
$
|
(500,000
|
)
|
$
|
(518,750
|
)
|
June 2014 notes
|
Long-Term Debt
(1)
|
Level 1
|
|
$
|
(450,000
|
)
|
$
|
(462,375
|
)
|
|
$
|
(450,000
|
)
|
$
|
(462,375
|
)
|
|
$
|
(450,000
|
)
|
$
|
(464,625
|
)
|
(1)
|
Carrying values of long-term debt balances are before reductions for debt issuance costs of
$14.9 million
,
$15.9 million
, and
$18.9 million
as of
March 26, 2017
,
December 31, 2016
, and
March 27, 2016
, respectively.
|
|
Three months ended
|
||||||
|
3/26/2017
|
|
3/27/2016
|
||||
|
(In thousands, except per unit amounts)
|
||||||
Basic weighted average units outstanding
|
56,008
|
|
|
55,877
|
|
||
Diluted weighted average units outstanding
|
56,008
|
|
|
55,877
|
|
||
Net loss per unit - basic
|
$
|
(1.16
|
)
|
|
$
|
(0.87
|
)
|
Net loss per unit - diluted
|
$
|
(1.16
|
)
|
|
$
|
(0.87
|
)
|
Changes in Accumulated Other Comprehensive Income by Component
(1)
|
|||||||||||||
(In thousands)
|
|
Gains and Losses on Cash Flow Hedges
|
|
Foreign Currency Translation
|
|
Total
|
|||||||
Balance at December 31, 2016
|
|
$
|
(15,950
|
)
|
|
$
|
18,891
|
|
|
$
|
2,941
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassifications
|
|
—
|
|
|
(660
|
)
|
|
(660
|
)
|
||||
|
|
|
|
|
|
|
|
||||||
Amounts reclassified from accumulated other comprehensive income, net of tax ($371)
(2)
|
|
1,994
|
|
|
—
|
|
|
1,994
|
|
||||
|
|
|
|
|
|
|
|
||||||
Net other comprehensive income
|
|
1,994
|
|
|
(660
|
)
|
|
1,334
|
|
||||
|
|
|
|
|
|
|
|
||||||
Balance at March 26, 2017
|
|
$
|
(13,956
|
)
|
|
$
|
18,231
|
|
|
$
|
4,275
|
|
(1)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
(2)
|
See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.
|
Changes in Accumulated Other Comprehensive Income by Component
(1)
|
|||||||||||||
(In thousands)
|
|
Gains and Losses on Cash Flow Hedges
|
|
Foreign Currency Translation
|
|
Total
|
|||||||
Balance at December 31, 2015
|
|
$
|
(19,300
|
)
|
|
$
|
22,591
|
|
|
$
|
3,291
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassifications, net of tax $711 and $2,520, respectively
|
|
(3,960
|
)
|
|
(4,395
|
)
|
|
(8,355
|
)
|
||||
|
|
|
|
|
|
|
|
||||||
Amounts reclassified from accumulated other comprehensive income, net of tax ($247)
(2)
|
|
1,329
|
|
|
—
|
|
|
1,329
|
|
||||
|
|
|
|
|
|
|
|
||||||
Net other comprehensive income
|
|
(2,631
|
)
|
|
(4,395
|
)
|
|
(7,026
|
)
|
||||
|
|
|
|
|
|
|
|
||||||
Balance at March 27, 2016
|
|
$
|
(21,931
|
)
|
|
$
|
18,196
|
|
|
$
|
(3,735
|
)
|
(1)
|
All amounts are net of tax. Amounts in parentheses indicate debits.
|
(2)
|
See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.
|
Reclassifications Out of Accumulated Other Comprehensive Income
(1)
|
|||||||||||
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in the Statement Where Net Income is Presented
|
|||||||
(In thousands)
|
|
Three months ended
3/26/2017
|
|
Three months ended
3/27/2016
|
|
|
|||||
Interest rate contracts
|
|
$
|
2,365
|
|
|
$
|
1,576
|
|
|
Net effect of swaps
|
|
Provision for taxes
|
|
(371
|
)
|
|
(247
|
)
|
|
Benefit for taxes
|
|||
Gains and losses on cash flow hedges
|
|
$
|
1,994
|
|
|
$
|
1,329
|
|
|
Net of tax
|
(1)
|
Amounts in parentheses indicate gains.
|
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,590
|
|
|
$
|
4,652
|
|
|
$
|
—
|
|
|
$
|
34,242
|
|
Receivables
|
|
—
|
|
|
1,552
|
|
|
61,894
|
|
|
541,622
|
|
|
(576,483
|
)
|
|
28,585
|
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
2,008
|
|
|
37,310
|
|
|
—
|
|
|
39,318
|
|
||||||
Other current assets
|
|
74
|
|
|
907
|
|
|
3,419
|
|
|
26,350
|
|
|
(1,661
|
)
|
|
29,089
|
|
||||||
|
|
74
|
|
|
2,459
|
|
|
96,911
|
|
|
609,934
|
|
|
(578,144
|
)
|
|
131,234
|
|
||||||
Property and Equipment, net
|
|
—
|
|
|
835
|
|
|
176,952
|
|
|
1,410,861
|
|
|
—
|
|
|
1,588,648
|
|
||||||
Investment in Park
|
|
711,257
|
|
|
852,264
|
|
|
195,731
|
|
|
294,228
|
|
|
(2,053,480
|
)
|
|
—
|
|
||||||
Goodwill
|
|
674
|
|
|
—
|
|
|
59,620
|
|
|
119,605
|
|
|
—
|
|
|
179,899
|
|
||||||
Other Intangibles, net
|
|
—
|
|
|
—
|
|
|
13,306
|
|
|
24,418
|
|
|
—
|
|
|
37,724
|
|
||||||
Deferred Tax Asset
|
|
—
|
|
|
16,616
|
|
|
—
|
|
|
—
|
|
|
(16,616
|
)
|
|
—
|
|
||||||
Other Assets
|
|
—
|
|
|
2,000
|
|
|
109
|
|
|
18,665
|
|
|
—
|
|
|
20,774
|
|
||||||
|
|
$
|
712,005
|
|
|
$
|
874,174
|
|
|
$
|
542,629
|
|
|
$
|
2,477,711
|
|
|
$
|
(2,648,240
|
)
|
|
$
|
1,958,279
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt
|
|
$
|
—
|
|
|
$
|
897
|
|
|
$
|
100
|
|
|
$
|
3,353
|
|
|
$
|
—
|
|
|
$
|
4,350
|
|
Accounts payable
|
|
453,329
|
|
|
125,934
|
|
|
2,081
|
|
|
39,854
|
|
|
(576,483
|
)
|
|
44,715
|
|
||||||
Deferred revenue
|
|
—
|
|
|
—
|
|
|
7,373
|
|
|
108,759
|
|
|
—
|
|
|
116,132
|
|
||||||
Accrued interest
|
|
864
|
|
|
589
|
|
|
7,729
|
|
|
1,831
|
|
|
—
|
|
|
11,013
|
|
||||||
Accrued taxes
|
|
1,084
|
|
|
—
|
|
|
—
|
|
|
9,113
|
|
|
(1,661
|
)
|
|
8,536
|
|
||||||
Accrued salaries, wages and benefits
|
|
—
|
|
|
13,792
|
|
|
635
|
|
|
—
|
|
|
—
|
|
|
14,427
|
|
||||||
Self-insurance reserves
|
|
—
|
|
|
11,397
|
|
|
1,484
|
|
|
12,952
|
|
|
—
|
|
|
25,833
|
|
||||||
Other accrued liabilities
|
|
2,644
|
|
|
3,907
|
|
|
164
|
|
|
4,904
|
|
|
—
|
|
|
11,619
|
|
||||||
|
|
457,921
|
|
|
156,516
|
|
|
19,566
|
|
|
180,766
|
|
|
(578,144
|
)
|
|
236,625
|
|
||||||
Deferred Tax Liability
|
|
—
|
|
|
—
|
|
|
13,273
|
|
|
125,350
|
|
|
(16,616
|
)
|
|
122,007
|
|
||||||
Derivative Liability
|
|
9,395
|
|
|
6,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,658
|
|
||||||
Other Liabilities
|
|
—
|
|
|
1,125
|
|
|
—
|
|
|
11,798
|
|
|
—
|
|
|
12,923
|
|
||||||
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revolving credit loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,000
|
|
|
—
|
|
|
85,000
|
|
||||||
Term debt
|
|
—
|
|
|
123,347
|
|
|
13,576
|
|
|
456,274
|
|
|
—
|
|
|
593,197
|
|
||||||
Notes
|
|
292,241
|
|
|
203,256
|
|
|
444,924
|
|
|
—
|
|
|
—
|
|
|
940,421
|
|
||||||
|
|
292,241
|
|
|
326,603
|
|
|
458,500
|
|
|
541,274
|
|
|
—
|
|
|
1,618,618
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
(47,552
|
)
|
|
383,667
|
|
|
51,290
|
|
|
1,618,523
|
|
|
(2,053,480
|
)
|
|
(47,552
|
)
|
||||||
|
|
$
|
712,005
|
|
|
$
|
874,174
|
|
|
$
|
542,629
|
|
|
$
|
2,477,711
|
|
|
$
|
(2,648,240
|
)
|
|
$
|
1,958,279
|
|
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
65,563
|
|
|
$
|
58,178
|
|
|
$
|
(1,025
|
)
|
|
$
|
122,716
|
|
Receivables
|
|
—
|
|
|
1,409
|
|
|
28,019
|
|
|
576,975
|
|
|
(570,989
|
)
|
|
35,414
|
|
||||||
Inventories
|
|
—
|
|
|
—
|
|
|
1,371
|
|
|
24,905
|
|
|
—
|
|
|
26,276
|
|
||||||
Other current assets
|
|
173
|
|
|
796
|
|
|
2,229
|
|
|
9,833
|
|
|
(1,761
|
)
|
|
11,270
|
|
||||||
|
|
173
|
|
|
2,205
|
|
|
97,182
|
|
|
669,891
|
|
|
(573,775
|
)
|
|
195,676
|
|
||||||
Property and Equipment, net
|
|
—
|
|
|
844
|
|
|
175,358
|
|
|
1,363,018
|
|
|
—
|
|
|
1,539,220
|
|
||||||
Investment in Park
|
|
798,076
|
|
|
937,626
|
|
|
200,075
|
|
|
324,282
|
|
|
(2,260,059
|
)
|
|
—
|
|
||||||
Goodwill
|
|
674
|
|
|
—
|
|
|
59,381
|
|
|
119,605
|
|
|
—
|
|
|
179,660
|
|
||||||
Other Intangibles, net
|
|
—
|
|
|
—
|
|
|
13,255
|
|
|
24,582
|
|
|
—
|
|
|
37,837
|
|
||||||
Deferred Tax Asset
|
|
—
|
|
|
33,303
|
|
|
—
|
|
|
—
|
|
|
(33,303
|
)
|
|
—
|
|
||||||
Other Assets
|
|
—
|
|
|
2,000
|
|
|
108
|
|
|
18,680
|
|
|
—
|
|
|
20,788
|
|
||||||
|
|
$
|
798,923
|
|
|
$
|
975,978
|
|
|
$
|
545,359
|
|
|
$
|
2,520,058
|
|
|
$
|
(2,867,137
|
)
|
|
$
|
1,973,181
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt
|
|
$
|
—
|
|
|
$
|
572
|
|
|
$
|
64
|
|
|
$
|
2,139
|
|
|
$
|
—
|
|
|
2,775
|
|
|
Accounts payable
|
|
428,396
|
|
|
145,258
|
|
|
740
|
|
|
18,471
|
|
|
(572,014
|
)
|
|
20,851
|
|
||||||
Deferred revenue
|
|
—
|
|
|
—
|
|
|
5,601
|
|
|
77,164
|
|
|
—
|
|
|
82,765
|
|
||||||
Accrued interest
|
|
4,613
|
|
|
3,207
|
|
|
2,057
|
|
|
109
|
|
|
—
|
|
|
9,986
|
|
||||||
Accrued taxes
|
|
405
|
|
|
18,653
|
|
|
—
|
|
|
41,661
|
|
|
(1,761
|
)
|
|
58,958
|
|
||||||
Accrued salaries, wages and benefits
|
|
—
|
|
|
29,227
|
|
|
1,131
|
|
|
—
|
|
|
—
|
|
|
30,358
|
|
||||||
Self-insurance reserves
|
|
—
|
|
|
12,490
|
|
|
1,321
|
|
|
13,252
|
|
|
|
|
|
27,063
|
|
||||||
Other accrued liabilities
|
|
2,282
|
|
|
3,018
|
|
|
193
|
|
|
4,434
|
|
|
—
|
|
|
9,927
|
|
||||||
|
|
435,696
|
|
|
212,425
|
|
|
11,107
|
|
|
157,230
|
|
|
(573,775
|
)
|
|
242,683
|
|
||||||
Deferred Tax Liability
|
|
—
|
|
|
—
|
|
|
12,838
|
|
|
125,350
|
|
|
(33,303
|
)
|
|
104,885
|
|
||||||
Derivative Liability
|
|
10,633
|
|
|
7,088
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,721
|
|
||||||
Other Liabilities
|
|
—
|
|
|
1,236
|
|
|
—
|
|
|
11,926
|
|
|
—
|
|
|
13,162
|
|
||||||
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term debt
|
|
—
|
|
|
123,672
|
|
|
13,598
|
|
|
456,958
|
|
|
—
|
|
|
594,228
|
|
||||||
Notes
|
|
292,075
|
|
|
203,140
|
|
|
444,768
|
|
|
—
|
|
|
—
|
|
|
939,983
|
|
||||||
|
|
292,075
|
|
|
326,812
|
|
|
458,366
|
|
|
456,958
|
|
|
—
|
|
|
1,534,211
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
60,519
|
|
|
428,417
|
|
|
63,048
|
|
|
1,768,594
|
|
|
(2,260,059
|
)
|
|
60,519
|
|
||||||
|
|
$
|
798,923
|
|
|
$
|
975,978
|
|
|
$
|
545,359
|
|
|
$
|
2,520,058
|
|
|
$
|
(2,867,137
|
)
|
|
$
|
1,973,181
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,251
|
|
|
$
|
28,203
|
|
|
$
|
(1,903
|
)
|
|
$
|
64,551
|
|
Receivables
|
|
18
|
|
|
2,192
|
|
|
20,709
|
|
|
488,005
|
|
|
(477,010
|
)
|
|
33,914
|
|
||||||
Inventories
|
|
—
|
|
|
131
|
|
|
1,920
|
|
|
36,404
|
|
|
—
|
|
|
38,455
|
|
||||||
Other current assets
|
|
77
|
|
|
26,642
|
|
|
2,097
|
|
|
25,153
|
|
|
(26,051
|
)
|
|
27,918
|
|
||||||
|
|
95
|
|
|
28,965
|
|
|
62,977
|
|
|
577,765
|
|
|
(504,964
|
)
|
|
164,838
|
|
||||||
Property and Equipment, net
|
|
—
|
|
|
5,584
|
|
|
186,379
|
|
|
1,378,191
|
|
|
—
|
|
|
1,570,154
|
|
||||||
Investment in Park
|
|
699,382
|
|
|
904,557
|
|
|
176,055
|
|
|
24,194
|
|
|
(1,804,188
|
)
|
|
—
|
|
||||||
Goodwill
|
|
674
|
|
|
—
|
|
|
94,428
|
|
|
119,606
|
|
|
—
|
|
|
214,708
|
|
||||||
Other Intangibles, net
|
|
—
|
|
|
—
|
|
|
13,384
|
|
|
23,271
|
|
|
—
|
|
|
36,655
|
|
||||||
Deferred Tax Asset
|
|
—
|
|
|
2,920
|
|
|
—
|
|
|
—
|
|
|
(2,920
|
)
|
|
—
|
|
||||||
Other Assets
|
|
—
|
|
|
14,413
|
|
|
219
|
|
|
2,773
|
|
|
—
|
|
|
17,405
|
|
||||||
|
|
$
|
700,151
|
|
|
$
|
956,439
|
|
|
$
|
533,442
|
|
|
$
|
2,125,800
|
|
|
$
|
(2,312,072
|
)
|
|
$
|
2,003,760
|
|
LIABILITIES AND PARTNERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current maturities of long-term debt
|
|
$
|
—
|
|
|
$
|
1,649
|
|
|
$
|
93
|
|
|
$
|
2,308
|
|
|
$
|
—
|
|
|
$
|
4,050
|
|
Accounts payable
|
|
317,035
|
|
|
161,288
|
|
|
1,839
|
|
|
32,189
|
|
|
(478,259
|
)
|
|
34,092
|
|
||||||
Deferred revenue
|
|
—
|
|
|
139
|
|
|
6,313
|
|
|
98,804
|
|
|
—
|
|
|
105,256
|
|
||||||
Accrued interest
|
|
1,290
|
|
|
1,303
|
|
|
7,853
|
|
|
914
|
|
|
—
|
|
|
11,360
|
|
||||||
Accrued taxes
|
|
1,935
|
|
|
—
|
|
|
1,810
|
|
|
32,869
|
|
|
(26,051
|
)
|
|
10,563
|
|
||||||
Accrued salaries, wages and benefits
|
|
—
|
|
|
21,805
|
|
|
636
|
|
|
—
|
|
|
—
|
|
|
22,441
|
|
||||||
Self-insurance reserves
|
|
—
|
|
|
11,417
|
|
|
1,426
|
|
|
11,409
|
|
|
—
|
|
|
24,252
|
|
||||||
Distribution payable
|
|
46,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(654
|
)
|
|
46,314
|
|
||||||
Other accrued liabilities
|
|
1,438
|
|
|
1,125
|
|
|
190
|
|
|
4,443
|
|
|
—
|
|
|
7,196
|
|
||||||
|
|
368,666
|
|
|
198,726
|
|
|
20,160
|
|
|
182,936
|
|
|
(504,964
|
)
|
|
265,524
|
|
||||||
Deferred Tax Liability
|
|
—
|
|
|
—
|
|
|
20,003
|
|
|
121,865
|
|
|
(2,920
|
)
|
|
138,948
|
|
||||||
Derivative Liability
|
|
16,713
|
|
|
11,142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,855
|
|
||||||
Other Liabilities
|
|
—
|
|
|
1,232
|
|
|
—
|
|
|
11,156
|
|
|
—
|
|
|
12,388
|
|
||||||
Long-Term Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revolving credit loans
|
|
65,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
||||||
Term debt
|
|
—
|
|
|
243,628
|
|
|
13,660
|
|
|
340,021
|
|
|
—
|
|
|
597,309
|
|
||||||
Notes
|
|
291,578
|
|
|
202,794
|
|
|
444,170
|
|
|
—
|
|
|
—
|
|
|
938,542
|
|
||||||
|
|
356,578
|
|
|
446,422
|
|
|
457,830
|
|
|
340,021
|
|
|
—
|
|
|
1,600,851
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity
|
|
(41,806
|
)
|
|
298,917
|
|
|
35,449
|
|
|
1,469,822
|
|
|
(1,804,188
|
)
|
|
(41,806
|
)
|
||||||
|
|
$
|
700,151
|
|
|
$
|
956,439
|
|
|
$
|
533,442
|
|
|
$
|
2,125,800
|
|
|
$
|
(2,312,072
|
)
|
|
$
|
2,003,760
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenues
|
|
$
|
(6,138
|
)
|
|
$
|
(291
|
)
|
|
$
|
353
|
|
|
$
|
45,296
|
|
|
$
|
9,098
|
|
|
$
|
48,318
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of food, merchandise, and games revenues
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,480
|
|
|
—
|
|
|
5,480
|
|
||||||
Operating expenses
|
|
—
|
|
|
40,592
|
|
|
5,304
|
|
|
29,295
|
|
|
9,098
|
|
|
84,289
|
|
||||||
Selling, general and administrative
|
|
894
|
|
|
14,495
|
|
|
746
|
|
|
11,484
|
|
|
—
|
|
|
27,619
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
8
|
|
|
2
|
|
|
5,355
|
|
|
—
|
|
|
5,365
|
|
||||||
Loss on impairment / retirement of fixed assets, net
|
|
—
|
|
|
—
|
|
|
445
|
|
|
1,081
|
|
|
—
|
|
|
1,526
|
|
||||||
|
|
894
|
|
|
55,095
|
|
|
6,497
|
|
|
52,695
|
|
|
9,098
|
|
|
124,279
|
|
||||||
Operating loss
|
|
(7,032
|
)
|
|
(55,386
|
)
|
|
(6,144
|
)
|
|
(7,399
|
)
|
|
—
|
|
|
(75,961
|
)
|
||||||
Interest expense (income), net
|
|
8,169
|
|
|
5,308
|
|
|
5,905
|
|
|
(500
|
)
|
|
—
|
|
|
18,882
|
|
||||||
Net effect of swaps
|
|
150
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
301
|
|
||||||
Gain on foreign currency
|
|
—
|
|
|
—
|
|
|
(2,671
|
)
|
|
—
|
|
|
—
|
|
|
(2,671
|
)
|
||||||
Other (income) expense
|
|
62
|
|
|
(15,264
|
)
|
|
657
|
|
|
14,545
|
|
|
—
|
|
|
—
|
|
||||||
Income from investment in affiliates
|
|
48,666
|
|
|
20,604
|
|
|
4,344
|
|
|
11,097
|
|
|
(84,711
|
)
|
|
—
|
|
||||||
Loss before taxes
|
|
(64,079
|
)
|
|
(66,185
|
)
|
|
(14,379
|
)
|
|
(32,541
|
)
|
|
84,711
|
|
|
(92,473
|
)
|
||||||
Provision (benefit) for taxes
|
|
675
|
|
|
(17,519
|
)
|
|
(3,276
|
)
|
|
(7,599
|
)
|
|
—
|
|
|
(27,719
|
)
|
||||||
Net loss
|
|
$
|
(64,754
|
)
|
|
$
|
(48,666
|
)
|
|
$
|
(11,103
|
)
|
|
$
|
(24,942
|
)
|
|
$
|
84,711
|
|
|
$
|
(64,754
|
)
|
Other comprehensive income (loss), (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
|
(660
|
)
|
|
—
|
|
|
(660
|
)
|
|
—
|
|
|
660
|
|
|
(660
|
)
|
||||||
Unrealized gain on cash flow hedging derivatives
|
|
1,994
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
(605
|
)
|
|
1,994
|
|
||||||
Other comprehensive income (loss), (net of tax)
|
|
1,334
|
|
|
605
|
|
|
(660
|
)
|
|
—
|
|
|
55
|
|
|
1,334
|
|
||||||
Total comprehensive loss
|
|
$
|
(63,420
|
)
|
|
$
|
(48,061
|
)
|
|
$
|
(11,763
|
)
|
|
$
|
(24,942
|
)
|
|
$
|
84,766
|
|
|
$
|
(63,420
|
)
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenues
|
|
$
|
(2,500
|
)
|
|
$
|
7,841
|
|
|
$
|
119
|
|
|
$
|
58,317
|
|
|
$
|
(5,339
|
)
|
|
$
|
58,438
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of food, merchandise, and games revenues
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
6,239
|
|
|
—
|
|
|
6,237
|
|
||||||
Operating expenses
|
|
10
|
|
|
39,978
|
|
|
5,277
|
|
|
44,678
|
|
|
(5,339
|
)
|
|
84,604
|
|
||||||
Selling, general and administrative
|
|
894
|
|
|
13,186
|
|
|
763
|
|
|
10,769
|
|
|
—
|
|
|
25,612
|
|
||||||
Depreciation and amortization
|
|
—
|
|
|
9
|
|
|
—
|
|
|
5,182
|
|
|
—
|
|
|
5,191
|
|
||||||
Loss on impairment / retirement of fixed assets, net
|
|
—
|
|
|
—
|
|
|
21
|
|
|
2,591
|
|
|
—
|
|
|
2,612
|
|
||||||
|
|
904
|
|
|
53,173
|
|
|
6,059
|
|
|
69,459
|
|
|
(5,339
|
)
|
|
124,256
|
|
||||||
Operating loss
|
|
(3,404
|
)
|
|
(45,332
|
)
|
|
(5,940
|
)
|
|
(11,142
|
)
|
|
—
|
|
|
(65,818
|
)
|
||||||
Interest expense (income), net
|
|
8,038
|
|
|
6,445
|
|
|
6,036
|
|
|
(750
|
)
|
|
—
|
|
|
19,769
|
|
||||||
Net effect of swaps
|
|
1,442
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
||||||
Gain on foreign currency
|
|
—
|
|
|
—
|
|
|
(19,561
|
)
|
|
—
|
|
|
—
|
|
|
(19,561
|
)
|
||||||
Other (income) expense
|
|
62
|
|
|
(19,371
|
)
|
|
874
|
|
|
18,435
|
|
|
—
|
|
|
—
|
|
||||||
Income (loss) from investment in affiliates
|
|
34,681
|
|
|
14,144
|
|
|
3,475
|
|
|
(725
|
)
|
|
(51,575
|
)
|
|
—
|
|
||||||
Income (loss) before taxes
|
|
(47,627
|
)
|
|
(46,950
|
)
|
|
3,236
|
|
|
(28,102
|
)
|
|
51,575
|
|
|
(67,868
|
)
|
||||||
Provision (benefit) for taxes
|
|
859
|
|
|
(12,270
|
)
|
|
2,510
|
|
|
(10,481
|
)
|
|
—
|
|
|
(19,382
|
)
|
||||||
Net income (loss)
|
|
$
|
(48,486
|
)
|
|
$
|
(34,680
|
)
|
|
$
|
726
|
|
|
$
|
(17,621
|
)
|
|
$
|
51,575
|
|
|
$
|
(48,486
|
)
|
Other comprehensive income (loss), (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustment
|
|
(4,395
|
)
|
|
—
|
|
|
(4,395
|
)
|
|
—
|
|
|
4,395
|
|
|
(4,395
|
)
|
||||||
Unrealized loss on cash flow hedging derivatives
|
|
(2,631
|
)
|
|
(756
|
)
|
|
—
|
|
|
—
|
|
|
756
|
|
|
(2,631
|
)
|
||||||
Other comprehensive income (loss), (net of tax)
|
|
(7,026
|
)
|
|
(756
|
)
|
|
(4,395
|
)
|
|
—
|
|
|
5,151
|
|
|
(7,026
|
)
|
||||||
Total comprehensive loss
|
|
$
|
(55,512
|
)
|
|
$
|
(35,436
|
)
|
|
$
|
(3,669
|
)
|
|
$
|
(17,621
|
)
|
|
$
|
56,726
|
|
|
$
|
(55,512
|
)
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET CASH FROM (FOR) OPERATING ACTIVITIES
|
|
$
|
23,702
|
|
|
$
|
56,496
|
|
|
$
|
(35,208
|
)
|
|
$
|
(119,483
|
)
|
|
$
|
509
|
|
|
$
|
(73,984
|
)
|
CASH FLOWS FOR INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany receivables (payments) receipts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,274
|
|
|
(28,274
|
)
|
|
—
|
|
||||||
Purchase of identifiable intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
|
(47,307
|
)
|
|
—
|
|
|
(48,455
|
)
|
||||||
Net cash for investing activities
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
|
(19,043
|
)
|
|
(28,274
|
)
|
|
(48,465
|
)
|
||||||
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on revolving credit loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,000
|
|
|
—
|
|
|
85,000
|
|
||||||
Distributions paid to partners
|
|
(48,651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
(48,135
|
)
|
||||||
Intercompany payables (payments) receipts
|
|
24,949
|
|
|
(53,223
|
)
|
|
—
|
|
|
—
|
|
|
28,274
|
|
|
—
|
|
||||||
Tax effect of units involved in treasury unit transactions
|
|
—
|
|
|
(1,369
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,369
|
)
|
||||||
Payments related to tax withholding for equity compensation
|
|
—
|
|
|
(1,904
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,904
|
)
|
||||||
Net cash from (for) financing activities
|
|
(23,702
|
)
|
|
(56,496
|
)
|
|
—
|
|
|
85,000
|
|
|
28,790
|
|
|
33,592
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
383
|
|
||||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net decrease for the period
|
|
—
|
|
|
—
|
|
|
(35,973
|
)
|
|
(53,526
|
)
|
|
1,025
|
|
|
(88,474
|
)
|
||||||
Balance, beginning of period
|
|
—
|
|
|
—
|
|
|
65,563
|
|
|
58,178
|
|
|
(1,025
|
)
|
|
122,716
|
|
||||||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,590
|
|
|
$
|
4,652
|
|
|
$
|
—
|
|
|
$
|
34,242
|
|
|
|
Cedar Fair L.P. (Parent)
|
|
Co-Issuer Subsidiary (Magnum)
|
|
Co-Issuer Subsidiary (Cedar Canada)
|
|
Guarantor Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NET CASH FROM (FOR) OPERATING
ACTIVITIES |
|
$
|
(25,319
|
)
|
|
$
|
(51,142
|
)
|
|
$
|
(214
|
)
|
|
$
|
11,645
|
|
|
$
|
(1,903
|
)
|
|
$
|
(66,933
|
)
|
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Intercompany receivables (payments) receipts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,088
|
|
|
(63,088
|
)
|
|
—
|
|
||||||
Capital expenditures
|
|
—
|
|
|
—
|
|
|
(2,247
|
)
|
|
(49,974
|
)
|
|
—
|
|
|
(52,221
|
)
|
||||||
Net cash from (for) investing activities
|
|
—
|
|
|
—
|
|
|
(2,247
|
)
|
|
13,114
|
|
|
(63,088
|
)
|
|
(52,221
|
)
|
||||||
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Borrowings on revolving credit loans
|
|
65,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
||||||
Intercompany payables (payments) receipts
|
|
(116,688
|
)
|
|
53,600
|
|
|
—
|
|
|
—
|
|
|
63,088
|
|
|
—
|
|
||||||
Tax effect of units involved in treasury unit transactions
|
|
—
|
|
|
(1,549
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,549
|
)
|
||||||
Payments related to tax withholding for equity compensation
|
|
—
|
|
|
(909
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(909
|
)
|
||||||
Net cash from (for) financing activities
|
|
(51,688
|
)
|
|
51,142
|
|
|
—
|
|
|
—
|
|
|
63,088
|
|
|
62,542
|
|
||||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
1,606
|
|
|
—
|
|
|
—
|
|
|
1,606
|
|
||||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net increase (decrease) for the period
|
|
(77,007
|
)
|
|
—
|
|
|
(855
|
)
|
|
24,759
|
|
|
(1,903
|
)
|
|
(55,006
|
)
|
||||||
Balance, beginning of period
|
|
77,007
|
|
|
—
|
|
|
39,106
|
|
|
3,444
|
|
|
—
|
|
|
119,557
|
|
||||||
Balance, end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,251
|
|
|
$
|
28,203
|
|
|
$
|
(1,903
|
)
|
|
$
|
64,551
|
|
•
|
Income Taxes
|
|
Three months ended
|
||||||
|
3/26/2017
|
|
3/27/2016
|
||||
(In thousands)
|
(13 weeks)
|
|
(13 weeks)
|
||||
Net loss
|
$
|
(64,754
|
)
|
|
$
|
(48,486
|
)
|
Interest expense
|
18,914
|
|
|
19,787
|
|
||
Interest income
|
(32
|
)
|
|
(18
|
)
|
||
Benefit for taxes
|
(27,719
|
)
|
|
(19,382
|
)
|
||
Depreciation and amortization
|
5,365
|
|
|
5,191
|
|
||
EBITDA
|
(68,226
|
)
|
|
(42,908
|
)
|
||
Net effect of swaps
|
301
|
|
|
1,842
|
|
||
Non-cash foreign currency gain
|
(2,679
|
)
|
|
(19,714
|
)
|
||
Non-cash equity compensation expense
|
3,417
|
|
|
2,468
|
|
||
Loss on impairment / retirement of fixed assets, net
|
1,526
|
|
|
2,612
|
|
||
Other
(1)
|
192
|
|
|
244
|
|
||
Adjusted EBITDA
|
$
|
(65,469
|
)
|
|
$
|
(55,456
|
)
|
(1)
|
Consists of certain costs as defined in the Company's 2013 Credit Agreement and prior credit agreements. These items are excluded in the calculation of Adjusted EBITDA and have included certain legal expenses, costs associated with certain ride abandonment or relocation expenses, contract termination costs, and severance expenses.
|
|
|
Three months ended
|
|
Three months ended
|
|
|
|||||||||
|
|
3/26/2017
|
|
3/27/2016
|
|
Increase (Decrease)
|
|||||||||
|
|
(13 weeks)
|
|
(13 weeks)
|
|
$
|
|
%
|
|||||||
|
|
(Amounts in thousands, except for per capita spending)
|
|||||||||||||
Net revenues
|
|
$
|
48,318
|
|
|
$
|
58,438
|
|
|
$
|
(10,120
|
)
|
|
(17.3
|
)%
|
Operating costs and expenses
|
|
117,388
|
|
|
116,453
|
|
|
935
|
|
|
0.8
|
%
|
|||
Depreciation and amortization
|
|
5,365
|
|
|
5,191
|
|
|
174
|
|
|
3.4
|
%
|
|||
Loss on impairment / retirement of fixed assets, net
|
|
1,526
|
|
|
2,612
|
|
|
(1,086
|
)
|
|
N/M
|
|
|||
Operating loss
|
|
$
|
(75,961
|
)
|
|
$
|
(65,818
|
)
|
|
$
|
(10,143
|
)
|
|
(15.4
|
)%
|
N/M - Not meaningful
|
|
|
|
|
|
|
|
|
|||||||
Other Data:
|
|
|
|
|
|
|
|
|
|||||||
Adjusted EBITDA
(1)
|
|
$
|
(65,469
|
)
|
|
$
|
(55,456
|
)
|
|
$
|
(10,013
|
)
|
|
(18.1
|
)%
|
(1)
|
For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net loss, see page 26.
|
•
|
$450 million
of
5.375%
senior unsecured notes, maturing in
2024
, issued at par. Prior to June 1, 2017, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to
105.375%
together with accrued and unpaid interest. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The notes pay interest semi-annually in June and December.
|
•
|
$500 million
of
5.25%
senior unsecured notes, maturing in
2021
, issued at par. The notes were redeemed in whole prior to March 15, 2018 at a price equal to
102.625%
of the principal amount of the notes redeemed, together with accrued and unpaid interest to the redemption date. The notes paid interest semi-annually in March and September.
|
•
|
$602.9 million
of senior secured term debt, maturing in March 2020 under our 2013 Credit Agreement. The term debt had an interest rate of London InterBank Offering Rate ("LIBOR") plus 250 basis points (bps) with a LIBOR floor of 75 bps. The term loan amortized at $6.3 million annually. Current maturities totaled
$4.4 million
as of
March 26, 2017
.
|
•
|
$85.0 million
of borrowings under the
$255 million
senior secured revolving credit facility under our 2013 Credit Agreement. Under the 2013 Credit Agreement, the Canadian portion of the revolving credit facility had a sub-limit of
$15.0 million
. U.S. denominated and Canadian denominated loans made under the revolving credit facility had an interest rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility was scheduled to mature in March 2018 and also provided for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement required that we pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities. After letters of credit, which totaled
$15.9 million
at
March 26, 2017
, we had
$154.1 million
of available borrowings under the revolving credit facility and cash on hand of
$34.2 million
.
|
Period
|
|
(a)
Total Number of Units Purchased
(1)
|
|
(b)
Average Price Paid per Unit
|
|
(c)
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
|
|
(d)
Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
|
||||||
January 1 - January 29
|
|
1,068
|
|
|
$
|
63.35
|
|
|
—
|
|
|
$
|
—
|
|
January 30 - February 26
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
February 27 - March 26
|
|
26,855
|
|
|
68.39
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
27,923
|
|
|
$
|
68.20
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
All of the units reported as purchased are attributable to units that were reacquired by the Partnership in satisfaction of tax obligations related to the vesting of restricted units which were granted under the Partnership's Omnibus Incentive Plan.
|
Exhibit (4.1)
|
|
Indenture, dated as of April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, and Millennium Operations LLC, as issuers, the guarantors named therein, and The Bank of New York Mellon, as trustee. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 13, 2017.
|
|
|
|
Exhibit (4.2)
|
|
Form of 5.375% Senior Note due 2027 (included in Exhibit 4.1). Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 13, 2017.
|
|
|
|
Exhibit (4.3)
|
|
Registration Rights Agreement, dated April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, and Millennium Operations LLC, 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 April 13, 2017.
|
|
|
|
Exhibit (10.1)
|
|
Restatement Agreement, dated April 13, 2017, among Cedar Fair, L.P., Magnum Management Corporation, Canada’s Wonderland Company, and Millennium Operations LLC, 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 8-K filed April 13, 2017.
|
|
|
|
Exhibit (31.1)
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit (31.2)
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit (32)
|
|
Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit (101)
|
|
The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Unaudited Condensed Consolidated Statements of Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statement of Equity, and (v) related notes.
|
|
|
CEDAR FAIR, L.P.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By Cedar Fair Management, Inc.
|
|
|
|
General Partner
|
|
|
|
|
|
Date:
|
May 3, 2017
|
/s/ Matthew A. Ouimet
|
|
|
|
Matthew A. Ouimet
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Date:
|
May 3, 2017
|
/s/ Brian C. Witherow
|
|
|
|
Brian C. Witherow
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
Exhibit (4.1)
|
|
Indenture, dated as of April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, and Millennium Operations LLC, as issuers, the guarantors named therein, and The Bank of New York Mellon, as trustee. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 13, 2017.
|
|
|
|
Exhibit (4.2)
|
|
Form of 5.375% Senior Note due 2027 (included in Exhibit 4.1). Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed April 13, 2017.
|
|
|
|
Exhibit (4.3)
|
|
Registration Rights Agreement, dated April 13, 2017, by and among Cedar Fair, L.P., Canada’s Wonderland Company, Magnum Management Corporation, and Millennium Operations LLC, 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 April 13, 2017.
|
|
|
|
Exhibit (10.1)
|
|
Restatement Agreement, dated April 13, 2017, among Cedar Fair, L.P., Magnum Management Corporation, Canada’s Wonderland Company, and Millennium Operations LLC, 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 8-K filed April 13, 2017.
|
|
|
|
Exhibit (31.1)
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit (31.2)
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit (32)
|
|
Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Exhibit (101)
|
|
The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 26, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Unaudited Condensed Consolidated Statements of Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statement of Equity, and (v) related notes.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|