8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2012

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE	1-9444	34-1560655
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
One Cedar Point Drive, Sandusky, Ohio		44870-5259
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (419) 626-0830

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 6, 2012, Cedar Fair, L.P. issued a news release disclosing its 2012 fiscal third quarter results. A copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1 News release of Cedar Fair, L.P. dated November 6, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CEDAR FAIR, L.P.

By Cedar Fair Management, Inc., General Partner

By:	/s/ Brian C. Witherow
	Brian C. Witherow
	Executive Vice President and
	Chief Financial Officer

Date: November 6, 2012

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	News release of Cedar Fair, L.P. dated November 6, 2012

EX-99.1

Exhibit 99.1

For Immediate Release November 6, 2012 Contact: Stacy Frole (419) 627-2227

CEDAR FAIR REPORTS RECORD RESULTS THROUGH THE THIRD QUARTER 2012; INCREASES 2013 ANNUAL CASH DISTRIBUTION TO $2.50 PER UNIT

▪ 2013 cash distribution to increase more than 50% to $2.50 per limited partner unit, up from $1.60 per unit in 2012

▪ Net revenues increase $37 million, or 4% through October

▪ Company reiterates record full-year guidance for 2012

SANDUSKY, OHIO, November 6, 2012 - Cedar Fair Entertainment Company (NYSE: FUN), a leader in regional amusement parks, water parks and active entertainment, reported record financial results through the third quarter ended September 30, 2012, and announced that the Company's Board approved an increase to its 2013 annual distribution rate from $1.60 per limited partner (LP) unit in 2012 to $2.50 per LP unit in 2013.

“In recognition of the Company's strong current-year performance and our positive outlook, I am extremely pleased with our Board's decision to increase our 2013 cash distribution to an annualized rate of $2.50 per limited partner unit in 2013,” said Matt Ouimet, Cedar Fair's president and chief executive officer. "As we are on pace for a third straight year of record results, our cash flow is more than sufficient to cover this increased distribution rate, while we also steadily pay down debt and strategically invest in our business."

An increase in the distribution was anticipated, as the Company indicated since the beginning of the year that it intended to raise the distribution rate to more than $2.00 per LP unit in 2013. The first 2013 quarterly distribution will be paid on March 15, 2013.

Cedar Fair Entertainment Company - One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233

Cedar Fair Reports Record Revenues and Adjusted EBITDA Through the Third Quarter 2012;

Increases 2013 Annual Cash Distribution to .50 Per Unit

November 6, 2012

Page 2

Nine-Month Results

Net revenues through the fiscal 2012 third quarter increased to $939.2 million from $883.6 million through the fiscal third quarter ended September 25, 2011. Net income during this period was $111.6 million, or $2.00 per diluted LP unit, versus $71.6 million, or $1.28 per diluted LP unit, for the first nine months of 2011.

The increase in net revenues and net income through the third quarter resulted largely from the strength of the Company's operations combined with a 1% increase in the number of operating days in the period, due to the timing of the fiscal third-quarter close (39 weeks in 2012 vs. 38 weeks in 2011). Comparing both the 2012 and 2011 periods on a 39-week basis, total revenues were up approximately $41 million, or 5%; average in-park guest per capita spending¹ increased 4%; attendance increased 1%, or 228,000 visits; and out-of-park revenues were comparable with the prior year.

Adjusted EBITDA, which management believes is a meaningful measure of the Company's park-level operating results, increased to $365.5 million for the first nine months of fiscal 2012, compared with $346.4 million for the fiscal nine months ended September 25, 2011. On a comparable 39-week basis, Adjusted EBITDA would have been up approximately $15 million, or 4%, compared with the period ended October 2, 2011. See the attached table for a reconciliation of Adjusted EBITDA to net income.

“We experienced another outstanding quarter and are well on our way to delivering record results for the third consecutive year,” said Ouimet. “Our management team and employees have successfully executed the first-year implementation of the FUNforward initiatives we identified in January, enabling us to increase our average in-park guest per capita spending by 4% while maintaining our record attendance base. We remain confident in the strength and stability of our business model.

“Total revenues through the third quarter, on a same-week basis, increased across the majority of our parks, led by Canada's Wonderland and Cedar Point,” continued Ouimet. “New rides and attractions - including our immensely popular Leviathan roller coaster at Canada's Wonderland - along with premium benefit offerings and our new e-commerce platform, have combined to contribute to these strong results. We believe there are additional opportunities to grow revenues and cash flow as we head into 2013 and our second year of executing our long-term strategy.”

¹ Average in-park guest per capita spending is defined as the Company's total in-park revenues, including gate admissions and revenue received inside the park gates for premium benefit offerings, food, merchandise and games, divided by total attendance.

Cedar Fair Entertainment Company - One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233

Cedar Fair Reports Record Revenues and Adjusted EBITDA Through the Third Quarter 2012;

Increases 2013 Annual Cash Distribution to .50 Per Unit

November 6, 2012

Page 3

October Results

Based on preliminary October results, revenues through October 31, 2012 were $1.036 billion compared with $999 million for the same period a year ago. This is the result of a 4% increase in average in-park guest per capita spending to $42.00 and attendance levels that were comparable with last year's record results (22.7 million visits). Out-of-park revenues of approximately $108 million through October were also comparable with this time last year.

Cash and Liquidity

Brian Witherow, Cedar Fair's executive vice president and chief financial officer, said, “Our liquidity and cash flow remain strong. Our improved year-over-year performance on last year's record results has allowed us to further reduce our leverage in the third quarter and we anticipate additional measured debt reduction in the future. At the end of the quarter, our Consolidated Leverage Ratio² was 3.9 times, down from 4.3 times at the end of the third quarter in 2011. By continuing to prudently manage our cash flows, we are able to maximize our financial flexibility and our ability to create value for unitholders in both the short and long term through debt reduction, capital investment and distributions.”

As of September 30, 2012, the Company had $1.13 billion of variable-rate term debt (before giving consideration to $800 million of fixed-rate interest rate swaps), $400.7 million of fixed-rate bonds, no outstanding borrowings under its revolving credit facilities and cash on hand of $96.1 million. During the third quarter, the Company made a $9 million optional prepayment on its term debt and as a result, there are no scheduled debt payments due before 2015.

The Company also noted that credit facilities and cash flow from operations are expected to be sufficient to meet working capital needs, debt service, distributions and planned capital expenditures for the foreseeable future.

Distribution Declaration

The Company's Board of Directors also announced today the declaration of a 2012 fourth-quarter cash distribution of $0.40 per LP unit. The distribution will be paid on December 17, 2012, to holders of record as of December 5, 2012.

² Consolidated Leverage Ratio is defined within the Company's 2010 Amended Senior Secured Credit Agreement as total debt less the revolving credit facility divided by trailing twelve month Adjusted EBITDA.

Cedar Fair Entertainment Company - One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233

Cedar Fair Reports Record Revenues and Adjusted EBITDA Through the Third Quarter 2012;

Increases 2013 Annual Cash Distribution to .50 Per Unit

November 6, 2012

Page 4

Outlook

“As we head into the final quarter of 2012, we feel very good about our near-term outlook and long-range potential,” said Ouimet. “Based on our performance to date and our expectations through the end of the year, we are confident in our ability to deliver a third consecutive year of record results with revenues between $1.055 billion and $1.075 billion and Adjusted EBITDA between $385 million and $395 million.

“As another successful year comes to a close, Cedar Fair moves into 2013 with tremendous momentum,” continued Ouimet. “We have a strong capital program in place for next year at all of our parks, which will be highlighted by the introductions of a record-setting roller coaster, GateKeeper, at our flagship park, Cedar Point, and a new world-class wooden coaster at California's Great America. Our marketing programs, including our 2013 season pass initiatives, are also well under way and we continue to enter into new agreements with strategic corporate alliances. In everything we do, we remain committed to delivering excellent value to our unitholders in the short term as well as delivering on our long-term growth goal of increasing Adjusted EBITDA to $450 million by 2016.”

Conference Call

The Company will host a conference call with analysts today, November 6, 2012, at 10:00 a.m. Eastern Time, which will be web cast live in “listen only” mode via the Cedar Fair web site (www.cedarfair.com). It will also be available for replay starting at approximately 1:00 p.m. ET, today, until 11:59 p.m. ET, Tuesday, November 20, 2012. In order to access the replay of the earnings call, please dial 1-877-870-5176 followed by the access code 4563927.

About Cedar Fair

Cedar Fair is a publicly traded partnership headquartered in Sandusky, Ohio, and one of the largest regional amusement-resort operators in the world. The Company owns and operates 11 amusement parks, five outdoor water parks, one indoor water park and five hotels. Its parks are located in Ohio, California, North Carolina, South Carolina, Virginia, Pennsylvania, Minnesota, Missouri, Michigan, and Toronto, Ontario. Cedar Fair also operates the Gilroy Gardens Family Theme Park in California under a management contract. Cedar Fair's flagship park, Cedar Point, has been consistently voted the “Best Amusement Park in the World” in a prestigious annual poll conducted by Amusement Today newspaper.

Cedar Fair Entertainment Company - One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233

Cedar Fair Reports Record Revenues and Adjusted EBITDA Through the Third Quarter 2012;

Increases 2013 Annual Cash Distribution to .50 Per Unit

November 6, 2012

Page 5

Forward-Looking Statements

Some of the statements contained in this news release constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, including statements as to the Company's expectations, beliefs and strategies regarding the future. These statements may involve risk and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, adverse weather conditions, competition for consumer leisure time and spending, unanticipated construction delays and other factors discussed from time to time by the Company in reports filed with the Securities and Exchange Commission (the “SEC”) could affect attendance at our parks and cause actual results to differ materially from the Company's expectations. Additional information on risk factors that may affect the business and financial results of the Company can be found in the Company's Annual Report on Form 10-K and in the filings of the Company made from time to time with the SEC. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

###

This news release and prior news releases are available online at www.cedarfair.com

Cedar Fair Entertainment Company - One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233

Cedar Fair Reports Record Revenues and Adjusted EBITDA Through the Third Quarter 2012

November 6, 2012

Page 6

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per unit amounts)

	Three months ended						Nine months ended						Twelve months ended
	(13 weeks)			(13 weeks)			(39 weeks)			(38 weeks)			(53 weeks)			(52 weeks)
	9/30/2012			9/25/2011			9/30/2012			9/25/2011			9/30/2012			9/25/2011
Net revenues:
Admissions	$	319,607		$	333,924		$	533,143		$	505,155		$	624,030		$	585,526
Food, merchandise and games	171,336			191,494			305,203			307,265			347,374			348,591
Accommodations and other	62,502			46,850			100,903			71,207			112,690			79,199
	553,445			572,268			939,249			883,627			1,084,094			1,013,316
Costs and expenses:
Cost of food, merchandise and games revenues	47,353			48,758			83,926			79,981			96,002			90,778
Operating expenses	163,311			161,452			380,832			351,558			460,125			426,955
Selling, general and administrative	52,993			51,978			115,488			110,126			145,788			133,192
Depreciation and amortization	60,747			63,448			113,156			110,857			128,136			126,382
Loss on impairment of goodwill and other intangibles	—			—			—			—			—			903
Loss on impairment / retirement of fixed assets, net	25,000			880			24,230			1,076			25,719			63,509
	349,404			326,516			717,632			653,598			855,770			841,719
Operating income	204,041			245,752			221,617			230,029			228,324			171,597
Interest expense	26,863			41,353			83,902			124,650			116,437			171,049
Net effect of swaps	(175		)	(3,962		)	(1,318		)	(3,507		)	(10,930		)	1,772
Unrealized/realized foreign currency (gain) loss	(15,035		)	18,549			(13,926		)	14,704			(18,721		)	2,323
Other (income) expense	(13		)	(250		)	(31		)	835			(68		)	761
Income (loss) before taxes	192,401			190,062			152,990			93,347			141,606			(4,308		)
Provision (benefit) for taxes	51,713			37,844			41,395			21,773			30,839			(12,424		)
Net income	140,688			152,218			111,595			71,574			110,767			8,116
Net income allocated to general partner	1			2			1			1			1			1
Net income allocated to limited partners	$	140,687		$	152,216		$	111,594		$	71,573		$	110,766		$	8,115
Net income	$	140,688		$	152,218		$	111,595		$	71,574		$	110,767		$	8,116
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	(563		)	2,842			(1,251		)	2,354			(2,672		)	(1,704		)
Unrealized income (loss) on cash flow hedging derivatives	(234		)	(3,224		)	(1,798		)	2,366			(397		)	22,916
Other comprehensive income (loss), (net of tax)	(797		)	(382		)	(3,049		)	4,720			(3,069		)	21,212
Total comprehensive income	$	139,891		$	151,836		$	108,546		$	76,294		$	107,698		$	29,328
Basic earnings per limited partner unit:
Weighted average limited partner units outstanding	55,611			55,346			55,473			55,345			55,440			55,342
Net income per limited partner unit	$	2.53		$	2.75		$	2.01		$	1.29		$	2.00		$	0.15
Diluted earnings per limited partner unit:
Weighted average limited partner units outstanding	55,992			55,828			55,848			55,847			55,887			55,886
Net income per limited partner unit	$	2.51		$	2.73		$	2.00		$	1.28		$	1.98		$	0.15

Cedar Fair Entertainment Company - One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233

Cedar Fair Reports Record Revenues and Adjusted EBITDA Through the Third Quarter 2012

November 6, 2012

Page 7

CEDAR FAIR, L.P.
UNAUDITED BALANCE SHEET DATA
THIRD QUARTER
(In thousands)	9/30/2012		9/25/2011
Cash and cash equivalents	$	96,102	$	96,312
Total assets	$	2,089,837	$	2,141,087
Long-Term Debt, including current maturities:
Revolving credit loans	$	—	$	—
Term debt	1,131,100		1,156,100
Notes	400,676		400,154
	$	1,531,776	$	1,556,254
Total partners' equity	$	186,031	$	181,276

CEDAR FAIR, L.P.
RECONCILIATION OF ADJUSTED EBITDA
THIRD QUARTER
	Three months ended						Nine months ended						Twelve months ended
	(13 weeks)			(13 weeks)			(39 weeks)			(38 weeks)			(53 weeks)			(52 weeks)
	September 30, 2012			September 25, 2011			September 30, 2012			September 25, 2011			September 30, 2012			September 25, 2011
	(In thousands )
Net income	$	140,688		$	152,218		$	111,595		$	71,574		$	110,767		$	8,116
Interest expense	26,863			41,353			83,902			124,650			116,437			171,049
Interest income	(13		)	(32		)	(31		)	(120		)	(68		)	(194		)
Provision (benefit) for taxes	51,713			37,844			41,395			21,773			30,839			(12,424		)
Depreciation and amortization	60,747			63,448			113,156			110,857			128,136			126,382
EBITDA	279,998			294,831			350,017			328,734			386,111			292,929
Net effect of swaps	(175		)	(3,962		)	(1,318		)	(3,507		)	(10,930		)	1,772
Unrealized foreign currency (gain) loss	(14,737		)	17,314			(14,108		)	13,224			(17,502		)	549
Non-cash equity expense (income)	362			—			2,630			(228		)	2,619			(269		)
Loss on impairment of goodwill and other intangibles	—			—			—			—			—			903
Loss on impairment/retirement of fixed assets, net	25,000			880			24,230			1,076			25,719			63,509
Terminated merger costs	—			—			—			80			150			(79		)
Refinancing costs	—			(195		)	—			955			—			955
Other non-recurring items (as defined)	1,861			836			4,026			6,107			7,445			6,107
Adjusted EBITDA (1)	$	292,309		$	309,704		$	365,477		$	346,441		$	393,612		$	366,376
(1) As permitted by and defined in the Amended 2010 Credit Agreement

Cedar Fair Entertainment Company - One Cedar Point Drive, Sandusky, Ohio 44870-5259 419-627-2233