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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 20202023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             .
Commission file number 1-9444
CEDAR FAIR, L.P.
(Exact name of registrant as specified in its charter) 
Delaware 34-1560655
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
One Cedar Point Drive, Sandusky, Ohio 44870-5259
(Address of principal executive offices) (Zip Code)
(419) 626-0830
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Depositary Units (Representing
Limited Partner Interests)
FUNNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☑ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ Yes ☑ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer   Accelerated filer 
Non-accelerated filer ☐   Smaller reporting company 
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No 
The aggregate market value of Depositary Units held by non-affiliates of the Registrant based on the closing price of such units on June 26, 202023, 2023 of $28.23$39.99 per unit was approximately $1,564,023,246.$2,016,277,365.
Number of Depositary Units representing limited partner interests outstanding as of February 5, 2021: 56,732,5539, 2024: 51,029,491 units

DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference certain information from the Registrant's definitive proxy statement pursuant to Regulation 14A or an amendment to this report under cover of Form 10-K/A to be used in connection withfiled within 120 days of the end of its annual meeting of limited partner unitholders to be held in May 2021.fiscal year ended December 31, 2023.
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CEDAR FAIR, L.P.
20202023 FORM 10-K CONTENTS
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PART I

Unless the context otherwise indicates, all references to "we," "us," "our," or the "Partnership" in this Annual Report on Form 10-K for the year ended December 31, 2023 (this "Form 10-K") refer to Cedar Fair, L.P. together with its affiliated companies.

ITEM 1. BUSINESS.

We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. We are a publicly traded Delaware limited partnership formed in 1987 and managed by Cedar Fair Management, Inc., an Ohio corporation (the "General Partner"), whose shares are held by an Ohio trust.

Our parks are family-oriented, with recreational facilities for people of all ages, and provide clean and attractive environments with exciting rides and immersive entertainment. OurWe generate revenue from sales of admission to our amusement parks include: Cedar Point, located on Lake Erie between Cleveland and Toledo in Sandusky, Ohio; Knott's Berry Farm, near Los Angeles, California; Canada's Wonderland, near Toronto, Ontario, Canada; Kings Island, near Cincinnati, Ohio; Carowinds, in Charlotte, North Carolina; Kings Dominion, near Richmond, Virginia; California's Great America, in Santa Clara, California; Dorney Park & Wildwater Kingdom ("Dorney Park"), in Allentown, Pennsylvania; Worldswater parks, from purchases of Fun, in Kansas City, Missouri; Valleyfair, near Minneapolis/St. Paul, Minnesota; Michigan's Adventure, in Muskegon, Michigan; Schlitterbahn Waterpark & Resort New Braunfels in New Braunfels, Texas;food, merchandise and Schlitterbahn Waterpark Galveston in Galveston, Texas. We managegames both inside and operate Gilroy Gardens Family Theme Park in Gilroy, California. With limited exceptions, all ridesoutside our parks, and attractions atfrom the parks are ownedsale of accommodations and operated by us.other extra-charge products.

Our parks operate seasonally except for Knott's Berry Farm, which is typically open daily on a year-round basis. Our seasonal parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day. After Labor Day,Outside of daily operations, our seasonal parks are open during select weekends, in September and, inincluding at most cases,properties in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks are typically generated during an approximate 130- to 140-day operating seasonfrom Memorial Day through Labor Day with the major portion concentrated in the third quarter during the peak vacation months of July and August.

The demographic groups that are most important to our business are families and young people ages 12 through 24. Families are believed to be attracted by a combination of rides, live entertainment and the clean, wholesome atmosphere. Young people are believed to be attracted by the action-packed rides. We conduct active television, radio, newspaper and internet advertising campaigns in our major market areas geared toward these two groups.

IMPACT OF COVID-19 PANDEMICMerger Agreement with Six Flags

On November 2, 2023, we announced that we entered into a definitive merger agreement to combine with Six Flags Entertainment Corporation (“Six Flags”) (NYSE: SIX). Subject to the terms and conditions set forth in the merger agreement, each issued and outstanding unit of limited partnership interest in Cedar Fair will be converted into the right to receive one (1) share of common stock of the new combined entity (subject to certain exceptions and as the same may be adjusted). Following the close of the transaction, the holders of units of Cedar Fair limited partnership interest will own approximately 51.2% of the outstanding shares of the combined company and the holders of Six Flags common stock will own approximately 48.8% of the outstanding shares of the combined company. The novel coronavirus (COVID-19) pandemic has had a material impact on our business in 2020 andmerger is expected to have a continuing negative impact into 2021. Most significantly, we closed our properties for several monthsclose in 2020 beginning on March 14. We ultimately resumed partial operations at 10 of our 13 properties in 2020, operating in accordance with local and state guidelines. Due to soft demand trends upon reopening, park operating calendars were adjusted for 2020, including reduced operating days per week and operating hours within each operating day. In 2021, we anticipate reopening our seasonal parks in May 2021 and offering new culinary festivals at Knott's Berry Farm beginning in March 2021. With broad vaccination distribution efforts in process and anticipated pent-up demand for outdoor entertainment, management is focused on maximizing the seasonally weighted secondfirst half of 2021. We do not anticipate 2021 to be a normal operating year operationally or financially,2024, following receipt of Six Flags' stockholder approval, regulatory approvals, and it is uncertain how long it may take us to achieve full operational potential. Our future operations are dependent on factors beyond our knowledge or control, including the duration and severitysatisfaction of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.other customary closing conditions.

DESCRIPTION OF OUR PARKS

Cedar Point
Cedar Fair's flagship park, Cedar Point, was first developed as a recreational area in 1870. Located on a peninsula in Sandusky, Ohio bordered by Lake Erie between Cleveland and Toledo, Cedar Point is annually rated one of the best amusement parks in the industry by Amusement Today's international survey. Cedar Point serves a six-state region which includes nearly all of Ohio and Michigan, western Pennsylvania and New York, northern West Virginia and Indiana, as well as southwestern Ontario, Canada. Attractive to both families and thrill-seekers, the park features 18 roller coasters, including many record-breakers, and three children's areas. Located adjacent to the park is Cedar Point Shores Water Park, a separately gated water park featuring more than 15 water rides and attractions. Cedar Point also features four hotels, three marinas, an upscale campground, and the nearby Cedar Point Sports Center which features both indoor and outdoor sports facilities. Cedar Point's four hotels include:
Hotel Breakers - the park's largest hotel and only hotel located on the Cedar Point peninsula, featuring various dining and lounge facilities, a mile-long beach, lake swimming, a conference/meeting center, an indoor pool and multiple outdoor pools;
Castaway Bay Indoor Waterpark Resort - a year-round hotel located adjacent to the entrance to the park featuring tropical, Caribbean themed hotel rooms centered around an indoor water park, as well as a marina and dining facilities;
Hotel Breakers - the park's largest hotel and only hotel located on the Cedar Point peninsula, featuring various dining and lounge facilities, a mile-long beach, lake swimming, a conference/meeting center, an indoor pool and multiple outdoor pools;
Cedar Point's Express Hotel - a limited-service seasonal hotel located adjacent to the entrance to the park; and
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Sawmill Creek Resort - a year-round resort lodge located near Cedar Point in Huron, Ohio, featuring a golf course, marina, half-mile beach, dining and shopping facilities, and a conference/meeting center.

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Knott's Berry Farm
Knott's Berry Farm, located near Los Angeles in Buena Park, California, first opened in 1920 and was acquired by the Partnership in 1997. The park is one of several year-round theme parks in Southern California and serves a market area centered in Orange County with a large national and international tourism population. The park is renowned for its seasonal events, including a spring culinary festival, Boysenberry Festival; a special holiday event, Knott's Merry Farm,Farm; and a Halloween event, Knott's Scary Farm, which has been held for more than 4550 years and is annually rated one of the best Halloween events in the industry by Amusement Today's international survey. In 2020, while Knott's Berry Farm was unable to open amusement and water park operations following the first quarter of 2020 due to the COVID-19 pandemic, Knott's Berry Farm was recognized by Amusement Today's international survey for its creative sell-out culinary festivals. Adjacent to Knott's Berry Farm is Knott's Soak City, a separately gated seasonal water park that features multiple water rides and attractions. Knott's Berry Farm also features the Knott's Berry Farm Hotel, a full-service hotel located adjacent to Knott's Berry Farm featuring a pool, fitness facilities andrestaurant, meeting/banquet facilities.facilities, an outdoor pool and a fitness center.

Canada's Wonderland
Canada's Wonderland, a combination amusement and water park located near Toronto in Vaughan, Ontario, first opened in 1981 and was acquired by the Partnership in 2006. It contains numerous attractions, including 1718 roller coasters, and is one of the most attended amusement parks in North America. Canada's Wonderland is in a culturally diverse metropolitan market with large populations of different ethnicities and national origins. Each year the park showcases an extensive entertainment and special event line-up which includes cultural festivals.

Kings Island
Kings Island, a combination amusement and water park located near Cincinnati, Ohio, first opened in 1972 and was acquired by the Partnership in 2006. Kings Island is also one of the most attended amusement parks in North America. The park features a children's area that has been consistently named one of the "Best Kids' Area in the World" by Amusement Today. The park's market area includes Cincinnati, Dayton and Columbus, Ohio; Louisville and Lexington, Kentucky; and Indianapolis, Indiana. In 2021, Kings Island Camp Cedar, a luxury campground near Kings Island, will open. Kings Island Camp Cedar will be managed by Cedar Fair and owned by a third party.

Carowinds
Carowinds, a combination amusement and water park located in Charlotte, North Carolina, first opened in 1973 and was acquired by the Partnership in 2006. Carowinds' major markets include Charlotte, Greensboro, and Raleigh, North Carolina; as well as Greenville and Columbia, South Carolina. The park also features Camp Wilderness Resort, an upscale campground, and a SpringHill Suites by Marriott hotel located adjacent to the park entrance. The SpringHill Suites is a Marriott franchise operated by Cedar Fair. The hotel is open year-round and features suites, an outdoor pool, fitness center and bar.

Kings Dominion
Kings Dominion, a combination amusement and water park located near Richmond, Virginia, first opened in 1975 and was acquired by the Partnership in 2006. The park's market area includes Richmond and Norfolk, Virginia; Raleigh, North Carolina; Baltimore, Maryland and Washington, D.C. Additionally, the park offers Kings Dominion Camp Wilderness Campground, an upscale campground.

California's Great America
California's Great America, a combination amusement and water park located in Santa Clara, California, first opened in 1976 and was acquired by the Partnership in 2006. The park draws its visitors primarily from San Jose, San Francisco, Sacramento, Modesto and Monterey, among other cities in northern California. On June 27, 2022, we sold the land at California's Great America. Concurrently with the sale, we entered into a lease contract that allows us to operate the park during a six-year term, and we have an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at least two years' prior notice.

Dorney Park
Dorney Park, a combination amusement and water park located in Allentown, Pennsylvania, was first developed as a summer resort area in 1884 and was acquired by the Partnership in 1992. Dorney Park's major markets include Philadelphia, Lancaster, Harrisburg, York, Scranton, Wilkes-Barre, Hazleton and the Lehigh Valley, Pennsylvania; New York City; and New Jersey.

Worlds of Fun
Worlds of Fun, which opened in 1973 and was acquired by the Partnership in 1995, is a combination amusement and water park located in Kansas City, Missouri. Worlds of Fun serves a market area centered in Kansas City, as well as most of Missouri and portions of Kansas and Nebraska. Worlds of Fun also features Worlds of Fun Village, an upscale campground.

Valleyfair
Valleyfair, which opened in 1976 and was acquired by the Partnership's predecessor in 1978, is a combination amusement and water park located near Minneapolis-St. Paul in Shakopee, Minnesota. Valleyfair's market area is centered in Minneapolis-St. Paul, but the park also draws visitors from other areas in Minnesota and surrounding states.

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Michigan's Adventure
Michigan's Adventure, which opened in 1956 as Deer Park and was acquired by the Partnership in 2001, is a combination amusement and water park located in Muskegon, Michigan. Michigan's Adventure serves a market area principally from central and western Michigan and eastern Indiana.

Schlitterbahn Waterpark & Resort New Braunfels
Schlitterbahn Waterpark & Resort New Braunfels began as a resort in 1966, was introduced as a water park in 1979 and was acquired by the Partnership in 2019. The park is consistently rated the best water park in the industry by Amusement Today's international survey and is one of the most attended water parks in North America. The park, located in New Braunfels, Texas, features many river rides, water slides and attractions along the Comal River. The Resort at Schlitterbahn New Braunfels includes hotel rooms, suites, cabins, luxury suites and vacation homes. Schlitterbahn Waterpark & Resort New Braunfels’ major markets include San Antonio, Austin and Houston, Texas.

Schlitterbahn Waterpark Galveston
Schlitterbahn Waterpark Galveston opened in 2006 and was acquired by the Partnership in 2019. The park is one of the most attended water parks in North America. The park, located in Galveston, Texas, features a convertible roof system creating both indoor and outdoor areas allowing the park to operate on a limited schedule year-round. The park features many water attractions including an award-winning water coaster and a one-mile long river system. Schlitterbahn Waterpark Galveston serves a market area centered in Houston, Texas, as well as the tourism population in Galveston Island, Texas, a barrier island on the Texas Gulf Coast.

CAPITAL EXPENDITURES AND WORKING CAPITAL

We believe that annual park attendance is influenced by annual investments in our properties, including new attractions and infrastructure, among other factors. Capital expenditures are planned on a seasonal basis with most expenditures made prior to the beginning of the peak operating season. Capital expenditures made in a calendar year may differ materially from amounts identified with a particular operating season because of timing considerations such as weather conditions, site preparation requirements and availability of ride components, which may result in accelerated or delayed expenditures around calendar year-end. Due to the effects of the COVID-19 pandemic, some capital expenditures were suspended in order to maintain flexibility and retain liquidity. The timing and amount of capital expenditures may differ from typical calendar years while the effects of the COVID-19 pandemic continue.

During the operating season, we carry significant receivables and inventories of food and merchandise, as well as payables and payroll-related accruals. These amounts are typically substantially reduced in non-operating periods. Seasonal working capital needs are typically funded from current operations and revolving credit facilities. Revolving credit facilities are typically established at levels sufficient to accommodate our peak borrowing requirements in April and May as the seasonal parks complete preparations for opening. Revolving credit borrowings are then typically reduced with our positive cash flow during the seasonal operating period.

COMPETITION

We compete for discretionary spending with all aspects of the recreation industry within our primary market areas, including other destination and regional amusement parks. We also compete with other forms of entertainment and recreational activities, including movies, sports events, restaurants and vacation travel.

The principal competitive factors in the amusement park industry include the uniqueness and perceived quality of the rides and attractions in a particular park, proximity to metropolitan areas, the atmosphere and cleanliness of the park, and the quality and variety of the food and immersive entertainment available. We believe that our parks feature a variety of high qualityhigh-quality rides and attractions, restaurants, gift shops and family atmosphere to make them highly competitive with other parks and forms of entertainment.

GOVERNMENT REGULATION

Our operations are subject to regulatory requirements, such as those relating to employment practices, environmental requirements, and other regulatory matters. We are subject to extensive federal and state employment laws and regulations, including wage and hour laws and other pay practices and employee record-keeping requirements. We may be required to incur costs to comply with these requirements, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial.

We also are subject to federal, state and local environmental laws and regulations such as those relating to water resources; discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials. Under these laws and regulations, we may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities or to mitigate potential environmental risks. Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or
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caused the presence of the contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing with respect to our property.

Currently, we believe we are in substantial compliance with applicable requirements under these laws and regulations. However, such requirements have generally become stricter over time, and there can be no assurance that new requirements, changes in enforcement policies or newly discovered conditions relating to our properties or operations will not require significant expenditures in the future.

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All rides are inspected daily by both our maintenance and ride operations personnel before being placed into operation for our guests. The parks are also periodically inspected by our insurance carrier and, at all parks except Valleyfair, Worlds of Fun, Schlitterbahn Waterpark New Braunfels, Schlitterbahn Waterpark Galveston and Carowinds' South Carolina rides, by state or county ride-safety inspectors. Valleyfair, Worlds of Fun, Schlitterbahn Waterpark New Braunfels, Schlitterbahn Waterpark Galveston and Carowinds each contract with a third party to inspect our rides pursuant to Minnesota, Missouri, Texas and South Carolina law, respectively, and submit the third-party report to the respective state agency. Additionally, all parks have added ride maintenance and operation inspections completed by third party qualified inspectors to make sure our standards are being maintained.

HUMAN CAPITAL

We employAs of December 31, 2023, we employed approximately 2,7003,350 full-time employees. During the operating season,Throughout 2023, we typically employ in aggregatealso employed approximately 48,00049,700 seasonal and part-time employees, many of whom are high school and college students. Due to park closures and operating calendar changes as a result of the COVID-19 pandemic, we employed approximately 27,000 seasonal and part-time employees during 2020. We house some of our seasonal employees in dormitories owned by us at Cedar Point, Kings Island, Carowinds, Kings Dominion and Valleyfair, or rented by us at Dorney Park, Worlds of Fun, Schlitterbahn Waterpark New Braunfels and Schlitterbahn Waterpark Galveston. Approximately 250As of December 31, 2023, approximately 225 of our employees arewere represented by labor unions. We believe we maintain good relations with our employees.

In response to the COVID-19 pandemic, we implemented safety protocols to protect our employees, including implementing health screening and temperature-taking protocols for employees and guests entering our properties, staggering schedules to allow for greater social distancing, increasing hygiene, cleaning and sanitizing procedures, requiring face coverings where social distancing cannot be maintained, providing incremental personal protective equipment, enabling employees to work from home where possible, and restricting business travel and encouraging quarantine upon return.

Our employeeassociate guidelines and policies are founded on our cornerstones of safety, service courtesy,and cleanliness and integrity.our core values of integrity, courtesy and inclusiveness. Our highest priority continues to be the safety and well-being of our guests and employees. We are committed to equal opportunity employment and prohibit harassment or discrimination of any kind. We have adopted an open door policy to encourage an honest employer-associate relationship, which includes a confidential hotline available to all employees. As part of our commitment to our core values, we published our second Environmental, Social and Governance ("ESG") Strategy Report in 2023. Our enterprise-wide ESG framework includes the prioritization of five key strategic pillars: Safety, Associate Happiness, Community, Environment, and Operations and Governance. As part of the Safety pillar, we have established and are working to formalize the Cedar Fair Safety Model, which enhances our longstanding commitment to workplace safety. The Cedar Fair Safety Model emphasizes associate accountability for safety, conducting safety risk assessments, implementing best practices, training, credentialing our safety associates, and assessing mitigation tactics. We have advanced our safety initiatives by focusing on better data systems, improving existing safety training, and launching the Safety Grants Initiative, which is a supplemental source of funding to encourage innovation in safety. As part of the Associate Happiness pillar, we have established the Associate Happiness Model, which frames our efforts to provide a positive associate experience using the components of authenticity, diversity, equity and inclusion. The Associate Happiness Model includes a Diversity, Equity and Inclusion ("DEI") Strategic Plan which prioritizes being an equal opportunity employer, building an inclusive work environment, developing our associates, and accelerating DEI into succession planning. We have advanced our Associate Happiness initiatives by launching a series of new awards and recognitions, launching DEI training programs, implementing an awareness month program, revising our policies and recruiting efforts to be aligned with our DEI priorities, and streamlining training courses.

We maintain training programs for all new employees, including safety training specific to job responsibilities. We participate in the J-1 Visa program providing cultural and educational exchange opportunities for our associates. We also have partnered with Bowling Green State University to create the Cedar Fair Resort and Attraction Management program, a bachelor's degree program, which is housed in downtown Sandusky, Ohio in a facility jointly owned by the Partnership and a third party developer. The bachelor's degree program prepares students for management careers at Cedar Fair parks or a similar establishment.establishments. We encourage a promote-from-within policy.

Our executive compensation program is designed to incentivize our key employees to drive superior results, to give key employees a vested interest in our growth and performance, and to enhance our ability to attract and retain exceptional managerial talent. Our executive compensation program rewards both successful individual performance and the consolidated operating results of the CompanyPartnership by directly tying compensation to Companyour performance.

AVAILABLE INFORMATION

Copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and all amendments to those reports as filed or furnished with the SEC are available without charge upon written request to our Investor Relations Office or through our website (www.cedarfair.comwww.ir.cedarfair.com).

We use our website www.cedarfair.comwww.ir.cedarfair.com as a channel of distribution of information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our news releases, SEC filings, and public conference calls and webcasts. The contents of our website, including without limitation the ESG Strategy Report referenced above, shall not be deemed to be incorporated herein by reference.

The SEC maintains an Internet site at http://www.sec.gov that contains our reports, proxy statements and other information.

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SUPPLEMENTAL ITEM. Information about our Executive Officers
NameAgePosition(s)
Richard A. Zimmerman6063 Richard Zimmerman has been President and Chief Executive Officer since January 2018 and a member of the Board of Directors since April 2019. Prior to becoming CEO, he served as President and Chief Operating Officer from October 2016 through December 2017 and served as Chief Operating Officer from October 2011 through October 2016. Prior to that, he was appointed as Executive Vice President in November 2010 and as Regional Vice President in June 2007. He has been with Cedar Fair since 2006, when Kings Dominion was acquired. Richard served as Vice President and General Manager of Kings Dominion from 1998 through 2006.
Brian C. Witherow5457 Brian Witherow has served as Executive Vice President and Chief Financial Officer since January 2012. Prior to that, he served as Vice President and Corporate Controller beginning in July 2005. Brian has been with Cedar Fair in various other positions since 1995.
Tim V. Fisher6063 Tim Fisher joined Cedar Fair as Chief Operating Officer in December 2017. Prior to joining Cedar Fair, he served as Chief Executive Officer of Village Roadshow Theme Parks International, an Australian-based theme park operator, since March 2017. Prior to this appointment with Village Roadshow Theme Parks International, Tim served as Chief Executive Officer of Village Roadshow Theme Parks since January 2009.
Duffield E. MilkieBrian M. Nurse5552 Duff Milkie has servedBrian Nurse joined Cedar Fair as Executive Vice President, Chief Legal Officer and General Counsel since January 2015 and has served as Corporate Secretary since February 2012. He served as Corporate Vice President and General Counsel from February 2008 to January 2015. Prior to joining Cedar Fair, Duff was a partner in the law firm of Wickens, Herzer, Panza, Cook, & Batista from 1998 through 2008.
Kelley S. Semmelroth56 Kelley Semmelroth has served as Executive Vice President and Chief Marketing Officer since February 2012. Prior to joining Cedar Fair, she served as Senior Vice President, Marketing Planning Director for TD Bank from 2010 through 2012. Prior to joining TD Bank, Kelley served as Senior Vice President of Brand Strategy and Management at Bank of America from 2005 through 2010.
Craig A. Heckman57 Craig Heckman has served as Executive Vice President, Human Resources since January 2020. Previously, he served as Senior Vice President, Human Resources since January 2017.November 2021. Prior to joining Cedar Fair, he served as Senior Vice President, Human ResourcesGeneral Counsel and Secretary for Vestis Retail Group, a retail operator,World Wrestling Entertainment, Inc. ("WWE"), an integrated media and entertainment company, from December 2014 through December 2016.September 2018 to November 2020. Prior to joining Vestis Retail Group, CraigWWE, Brian served as Vice President, Human Resources - StoresAssociate General Counsel and InternationalSecretary at Nestle Waters North America, Inc., a former division of Nestle S.A. which is a multinational food and drink corporation, from 2012 to 2018. Prior to that, he was Senior Legal Counsel for Express/L Brands,North American beverage/soft drink brands at PepsiCo, Inc., a fashion retailer,multinational food, snack and beverage corporation, from 20062003 to 2014.2012.
David R. Hoffman5255 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 through November 2010. Prior to joining Cedar Fair, Dave served as a business advisor with Ernst & Young from 2002 through 2006.
Monica R. Sauls44 Monica Sauls joined Cedar Fair as Senior Vice President and Chief Human Resources Officer in March 2023. Prior to joining Cedar Fair, she served as Senior Vice President and Chief People Officer of Bojangles, a regional chain of fast-food restaurants, from 2020 through March 2023. Prior to that, Monica served as Senior Human Resources Strategic Business Solutions Leader for Duke Energy, an electric power and natural gas holding company, from 2018 to 2020. From 2014 to 2018, she served as Senior Executive and Leadership Development Director for Boeing, a global aerospace company and manufacturer. From 2009 to 2014, she served as Human Resources and Talent Management Manager for Walgreens, a national pharmacy store chain.
Charles E. Myers5760 Charles Myers joined Cedar Fair as Senior Vice President, Creative Development in June 2019. Prior to joining Cedar Fair, he held a variety of Senior Leadership roles including Show Design, Production Management and Producing at Walt Disney Imagineering, the research and development arm of the Walt Disney Company, from 2013 to June 2019. Prior to this, he served as Senior Vice President, Licensing, Project Development & Business Development of Paramount Pictures from 2002 to 2013.
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ITEM 1A. RISK FACTORS.

Risks Related to the COVID-19 PandemicAmusement Park Industry

The COVID-19 pandemic has adversely impactedInstability in economic conditions could impact our business, including our results of operations and is expectedfinancial condition.
Uncertain or deteriorating economic conditions, including during inflationary and recessionary periods, may adversely impact attendance figures and guest spending patterns at our parks as uncertain economic conditions affect our guests' levels of discretionary spending. Both attendance and in-park spending at our parks are key drivers of our revenues and profitability, and reductions in either can directly and negatively affect revenues and profitability. A decrease in discretionary spending due to a decline in consumer confidence in the economy, an economic slowdown or deterioration in the economy could adversely affect the frequency with which our guests choose to attend our parks and the amount that our guests spend on our products when they visit.

Periods of inflation or economic downturn could also impact our ability to obtain supplies and services and increase our operating costs. We continue to see some inflationary effects and supply chain disruptions on our business, which may continue or worsen. In addition, the existence of unfavorable general economic conditions may also hinder the ability of those with which we do business, including vendors, concessionaires and customers, to satisfy their obligations to us. The materialization of these risks could lead to a decrease in our revenues, operating income and cash flows.

Public health concerns or a future pandemic could adversely impact our business, as well as intensify certain risks we face. The ultimate extent to which COVID-19 and measures taken in response will impact our business, including our results of operations and financial condition, cannot be reasonably predicted due to the ongoing development and fluidity of the pandemic and its effects.
The COVID-19 pandemic is having a material negative impact on our business. On March 14, 2020, we closed our properties in response to federal and local recommendations and restrictions to mitigate the spread of COVID-19. We were ultimately able to resume partial operations, subject to capacity, social distancing mandates and other governmental restrictions, at 10 of our 13 properties on a staggered basis in 2020. Because our amusement and water parks are our primary sources of net income and operating cash flows, our business and financial results and condition have been, and will continue to be, adversely impacted by these and any future mandated closures, capacity restrictions and governmental mandates required for operating our parks. There is uncertainty as to when we will be able to resume full operations at all of our amusement and water parks, as well as whether any future mandated or voluntary closures will occur. Our parks are geographically located throughout the United States and in Canada. The duration and severity of the COVID-19 pandemic and the related restrictions at any one location could result in a potentially disproportionate amount of risk if concentrated amongst our largest properties.

Consumer behavior and preferences may changechanged in response to the effects of the COVID-19 pandemic and may remain changed both in the short term and long term, including impacts on discretionary consumer spending due to significant economic uncertainty caused by the COVID-19 pandemic. In 2020, we experienced lower demand upon reopeningand changing risk tolerances of our properties resulting in a material decrease in revenues generated.employees and guests regarding health matters. Future significant volatility or reductions in demand for, or interest in, our parks could materially adversely impact attendance, in-park per capita spending and revenue. In addition, we could experience damage to our brand and reputation due to actual or perceived health risks associated with our parks or the amusement park industry which could have a similar material adverse effect on attendance, in-park per capita spending and revenue.

We have begun and are likely to continue tomay also experience operational risks, due to the COVID-19 pandemic including increases in operating expenses as we sanitize our parks and implement additional hygiene-related protocols, limitations on our ability to recruit and train employees in sufficient numbers to fully staff our parks as a result of changing risk tolerances.

Because our amusement and limitationswater parks and complementary resort facilities are the primary sources of net income and operating cash flows, any future mandated or voluntary closures or other operating restrictions related to a future pandemic could adversely impact our business and financial results. Our parks are geographically located throughout the United States and in Canada. The duration and severity of a pandemic and the related restrictions at any one location could result in a potentially disproportionate amount of risk if concentrated amongst our largest properties.

The high fixed cost structure of amusement park operations can result in significantly lower margins, profitability and cash flows if attendance levels do not meet expectations.
A significant portion of our expenses are relatively fixed because the costs for full-time employees, maintenance, utilities, advertising and insurance do not vary significantly with attendance. These fixed costs may increase and may not be able to be reduced at a rate proportional with ongoing attendance levels. If cost-cutting efforts are insufficient or are impractical, we could experience a material decline in margins, profitability and cash flows. Such effects can be especially pronounced during periods of economic contraction or slow economic growth.

Bad or extreme weather conditions can adversely impact attendance at our parks, which in turn would reduce our revenues.
Because most of the attractions at our parks are outdoors, attendance at our parks can be adversely affected by continuous bad or extreme weather and by forecasts of bad or mixed weather conditions, which would negatively affect our revenues. We believe that our ownership of many parks in different geographic locations reduces, but does not completely eliminate, the effect that adverse weather can have on our employees'consolidated results. This risk could be magnified by the effects of climate change, including more extreme temperatures, excessive precipitation or wind, wildfires and hurricanes.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.
Although we carry liability insurance to cover possible incidents, our coverage may not be adequate to cover liabilities, we may not be able to obtain coverage at commercially reasonable rates, and we may not be able to obtain adequate coverage should a catastrophic incident occur at our parks or at other parks. Companies engaged in the amusement park business may be sued for substantial damages in the event of an actual or alleged incident. An incident occurring at our parks or at competing parks could reduce attendance, increase insurance premiums, and negatively impact our operating results.

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Unanticipated construction delays in completing capital improvement projects in our parks and resort facilities, significant ride downtime, or other unplanned park closures could adversely affect our revenues.
A meaningful marketing factor for an amusement park is the uniqueness and perceived quality of its rides and attractions in a particular market area. Accordingly, the regular addition of new rides and attractions is important, and a key element of our revenue growth is strategic capital spending on new rides and attractions. Any construction delays could adversely affect our attendance and our ability to workrealize revenue growth. Further, when rides, attractions, or an entire park, have unplanned downtime and/or closures, our revenue could be adversely affected.

There is a risk of accidents or other incidents occurring at amusement and travel. Despitewater parks, which may reduce attendance and negatively impact our effortsrevenues.
The safety of our guests and employees is one of our top priorities. Our amusement and water parks feature thrill rides. There are inherent risks involved with these attractions, and an accident or a serious injury at any of our parks could result in negative publicity and could reduce attendance and result in decreased revenues. In addition, accidents or injuries at facilities operated by our competitors, including amusement parks, could influence the general attitudes of patrons and adversely affect attendance at our parks. Other types of incidents such as food borne illnesses and disruptive, negative guest behavior which have either been alleged or proved to be attributable to our parks or our competitors could adversely affect attendance and revenues.

Extended disruptions to our technology platforms may adversely impact our sales and revenues.
A large portion of our sales are processed online and utilize third party technology platforms. Our increased dependence on these technology platforms may adversely impact our sales, and therefore our revenues, if key systems are disrupted for an extended period of time.

Risks Related to the Proposed Merger with Six Flags

The proposed merger with Six Flags and integration of both companies may be more difficult, costly or time-consuming than expected, and we may fail to realize the anticipated benefits of the merger.
The success of the proposed merger with Six Flags will depend in part on our ability to realize anticipated revenue and cost synergies and on our ability to successfully integrate the businesses. If we are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected. In addition, our ability to achieve the goals for the proposed merger may be affected by future prospects, execution of business strategies, and our ability to manage these impacts, their ultimate effectthe various factors discussed within this report, including within the forward-looking statements. The actual benefits of the proposed merger also could be less than anticipated if, for example, completion of the merger and/or integration of the businesses are more difficult, costly or time-consuming than we expect.

The market price of the combined company's common stock following the closing of the merger may be materialaffected by factors different from those that historically have affected or currently affect our units.
Upon completion of the merger, the combined company's financial position may differ from each of Six Flags' and Cedar Fair's financial positions before the completion of the merger, and the results of operations of the combined company may be affected by factors that are different from those currently affecting the results of operations of each of Six Flags and Cedar Fair. Accordingly, the market price and performance of the combined company's common stock is likely to be different from the performance of our financial results.units prior to the closing of the merger.

We have incurred and expect to continue to incur substantial costs, fees, expenses, and charges related to the merger and integration, and may incur additional costs we do not previously experiencedcurrently anticipate.
We have incurred and expect to continue to incur additional costs, fees, expenses, and charges related to the level of disruption caused by the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the risks described above,merger and integration. We may incur additional costs that we do not currently anticipate. These costs include and may include legal, financial advisory, accounting, consulting and other advisory fees, retention, severance and employee benefit-related costs, public company filing fees and other regulatory fees, as well as theclosing, integration and other risk factors described herein, depend on factors beyond our knowledge or control, including the duration and severityrelated costs. Some of the pandemic,costs are payable regardless of whether or not the merger is completed.

We may be unable to retain personnel successfully while the merger is pending or after the merger is completed.
The success of the merger will depend in part on our ability to retain key employees while the merger is pending or after the merger is consummated. If we are unable to retain key employees, including management, who are critical to the successful completion, integration and timingfuture operation of vaccination programs, the emergencecombined company, we could face disruption in our operations, loss of new variants,key information, expertise or know-how, or unanticipated recruiting costs, which may impact our ability to achieve our goals related to the transaction.

The announcement or completion of the proposed merger may disrupt and/or harm our current plans and operations or those of Six Flags, may divert management’s time and attention and may affect existing business relationships, any of which may impact financial performance, operating results and/or our ability to achieve the benefits of the merger.
The announcement or completion of the proposed merger may disrupt and/or harm our current plans and operations and/or those of Six Flags. Management’s time and attention also may be diverted on transaction-related issues. There also may be adverse reactions to or changes in business relationships as wella result of the announcement or completion of the merger. Any of
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these factors could affect our and/or Six Flags’ financial performance or operating results, and/or could impact our ability to achieve the benefits of the merger.

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that affect the anticipated benefits of the merger.
Before the merger may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities in the United States and Mexico. These approvals could be delayed or not obtained at all, which could disrupt operations, or could delay or adversely affect completion of the merger. In Mexico, on January 25, 2024, the Mexican Federal Competition Commission concluded its review of the transactions and determined to allow the transactions to proceed as proposed, subject to customary statutory requirements. On January 22, 2024, Six Flags and Cedar Fair each received a request for additional information and documentary materials (a "Second Request") from the U.S. Department of Justice ("DOJ") in connection with the DOJ's review of the merger. The effect of a Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Act ("HSR Act"), until 30 days after each of Six Flags and Cedar Fair has substantially complied with the Second Request issued to it, unless that period is extended voluntarily by the parties or terminated earlier by the DOJ. The Second Request, and any futurefurther inquiries or actions takenfrom the DOJ, could have the effect of substantially delaying, imposing restrictions on, or impeding or precluding the completion of the proposed merger. In deciding whether to containgrant antitrust clearance, the pandemic spreadDOJ will consider the effect of the merger on competition and mitigatetake such action under the antitrust laws as it deems necessary or desirable in the public health effects. It is difficult for managementinterest. The DOJ may take steps to estimate future performance under theseprevent the merger, or the approvals that are granted may impose terms and conditions, including requiring the parties to seek divestitures of substantial assets, limitations, obligations or costs, or place restrictions on the conduct of the combined company's business or require changes to the terms of the transactions contemplated by the merger agreement, which could affect the anticipated benefits of the merger.

The merger agreement may be terminated in accordance with its terms, and the ultimatemerger may not be completed, which could negatively impact our business, financial results, and/or unit price.
The merger agreement is subject to a number of conditions which must be satisfied or waived in order to complete the merger, including approval of Six Flags' stockholders. If the merger is not completed or is delayed for any reason, there may be adverse consequences and we may experience negative reactions from investors, the financial markets, our customers, our vendors and/or our employees.

The merger agreement subjects Six Flags and Cedar Fair to restrictions on their respective business activities prior to the closing of the COVID-19 pandemicmerger.
The merger agreement subjects Six Flags and Cedar Fair to restrictions on their respective business activities prior to the closing of the merger. The merger agreement obligates each of Six Flags and Cedar Fair to generally conduct its businesses in the ordinary course until the closing and to use its reasonable best efforts to (i) preserve intact their current business organizations, (ii) preserve their assets and properties in good repair and condition and (iii) keep available the services of their current officers and other key employees and preserve their relationships with those having business dealings with Six Flags and Cedar Fair. These restrictions could prevent Six Flags and Cedar Fair from pursuing certain business opportunities that arise prior to the closing and are outside the ordinary course of business.

The merger agreement limits Cedar Fair’s ability to pursue alternative transaction proposals, which may discourage other companies from making a favorable alternative transaction proposal.
The merger agreement contains certain provisions that restrict Cedar Fair’s ability to solicit, initiate or knowingly encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries regarding, or the making of, any proposal the consummation of which would constitute an “Alternative Transaction”, which includes, among other things: any transaction or series of transactions which result in the acquisition of more than 20% of the outstanding equity or voting power of Cedar Fair; any merger, consolidation, share exchange or similar transaction resulting in the acquisition or, or acquisition of control over, assets or business representing 20% or more of the consolidated revenues, net income or assets of Cedar Fair; or any transaction resulting in the disposition of assets representing 20% or more of the consolidated revenues, net income or assets of Cedar Fair (each such transaction or series of transactions, an “Alternative Transaction”). Additionally, Cedar Fair is subject to restrictions on its ability to participate in any discussions or negotiations, or cooperate with any third parties with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute an Alternative Transaction. These provisions could discourage a potential third-party acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of Cedar Fair from considering or pursuing an Alternative Transaction.

Litigation relating to the proposed merger may be filed against Six Flags, us and/or each entity's board of directors that could prevent or delay the closing and/or result in the payment of damages.
In connection with the proposed merger, it is possible that the stockholders of Six Flags and/or our unitholders may file lawsuits against Six Flags, us and/or each entity's board of directors. Among other remedies, these stockholders and/or unitholders could seek damages and/or to enjoin the merger. Any such potential lawsuits could prevent or delay the closing and/or result in substantial costs to us. The outcome of any such actions would be uncertain and may create uncertainty relating to the merger and may be costly and distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time of the merger may adversely affect our business, financial condition, results of operations and financial condition cannot be reasonably predicted.cash flows or those of the combined entity.

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Our unitholders as of immediately prior to the merger will have reduced ownership in the combined company.
Following the closing of the proposed merger, Six Flags’ existing stockholders are expected to own approximately 48.8% of the issued and outstanding shares of the combined company and our existing unitholders are expected to own approximately 51.2% of the issued and outstanding shares of the combined company, in each case on a fully diluted basis. As a result, existing Cedar Fair unitholders will have less influence on the policies of the combined company than they currently have on the policies of Cedar Fair.

Declaration, payment and amounts of dividends, if any, distributed to stockholders of the combined company will be uncertain.
Although we have paid cash distributions on our units in the past, the combined company board may determine not to declare dividends in the future or may reduce the amount of dividends paid in the future. Any payment of future dividends will be at the discretion of the combined company board and will depend on the combined company's results of operations, financial condition, cash requirements, future prospects and other considerations that the combined company board deems relevant.

Even if the merger otherwise qualifies for tax-free treatment, a unitholder will recognize taxable gain upon the exchange of units if and to the extent that the aggregate amount of our liabilities attributable for tax purposes to the units exchanged by the unitholder exceeds the unitholder’s aggregate tax basis in the units exchanged.
It is intended that, for U.S. federal income tax purposes, the merger qualify as a transaction described in Section 351 of the Code pursuant to which generally no gain or loss is recognized. However, even if the merger qualifies as a transaction described in Section 351 of the Code, under Section 357(c) of the Code, if a corporation assumes or is treated for U.S. federal income tax purposes as having assumed liabilities of the transferor or accepts property subject to liabilities in an exchange described in Section 351 of the Code, the transferor generally must recognize taxable gain in the amount by which the liabilities exceed the transferor’s basis in the property contributed to the corporation. Under Section 752 of the Code, the liabilities of the Partnership are allocated to its unitholders and as a result of the merger, the liabilities allocated to the unitholders will be treated as having been assumed by the successor combined company and will be subject to Section 357(c) of the Code. Accordingly, a unitholder will recognize taxable gain upon the exchange of units in the merger if and to the extent that (i) the aggregate amount of the Partnership liabilities attributable to the units exchanged by the unitholder exceeds (ii) the unitholder's aggregate tax basis in the units exchanged by such unitholder.

Our non-U.S. unitholders will be subject to withholding in the exchange of partnership units for the successor merged company stock and the applicable withholding agent may satisfy such withholding by retaining shares of the successor merged company stock or cash or other property of our non-U.S. unitholder.
Our non-U.S. unitholders are taxed by the U.S. on income effectively connected with the conduct of a U.S. trade or business, unless exempted or further limited by an income tax treaty. Each non-U.S. holder is considered to be engaged in business in the U.S. because of their ownership of our units. Furthermore, it is probable that such non-U.S. holders are deemed to conduct such activities through permanent establishments in the U.S. within the meaning of applicable tax treaties. Treasury Regulations under Section 1446(f) of the Code provide that the broker effecting the transfer of a unitholder’s interest in a publicly traded partnership engaged in a U.S. trade or business, such as the Partnership, is required to withhold 10% of the amount realized, even if the exchange otherwise qualified for nonrecognition treatment for U.S. federal income tax purposes. Our non-U.S. holders should expect to have the applicable withholding agent withhold 10% of the gross proceeds received by the non-U.S. unitholder, and the applicable withholding agent may satisfy such withholding by withholding shares of the successor merged company or cash or other property of the non-U.S. unitholder.

The Amendments, as defined in Note 6 of the Consolidated Financial Statements, becoming operative and payment of the Consent Payment, as defined in Note 6 to the Consolidated Financial Statements, in connection with the Consent Solicitation, as defined in Note 6 to the Consolidated Financial Statements, with respect to our bonds may result in our unitholders being allocated cancellation of debt income (CODI) for U.S. federal income tax purposes.
In orderconnection with the Consent Solicitation with respect to increase our liquidity during this unprecedentedbonds, the Amendments may become operative and unpredictable time, we issued senior notescertain holders of our bonds may receive the Consent Payment as described in April 2020 and October 2020 and expanded and extended our revolving credit facility during 2020. Other steps taken in 2020Note 6.

We intend to increase our liquidity included suspending quarterly partnership distributions and suspending atake the position that the Amendments becoming operative for any series of our bonds would not result in a significant modification or the Partnership recognizing CODI for U.S. federal income tax purposes. However, such position is not free from doubt.

Payment of the Consent Payment in connection with the Consent Solicitation may result in a “significant modification” of one or more series of our bonds as determined for U.S. federal income tax purposes, and therefore, a deemed exchange of old bonds for new bonds. If one or more series of our bonds were to undergo such a significant modification, the Partnership may recognize CODI, which would be allocated and taxable to our unitholders. We are not able to calculate whether the payment of the Consent Payment will result in a significant modification or the amount of CODI, if any, that would be allocated and taxable to our unitholders until the Consent Payment is paid, which is expected to occur, if at all, upon or immediately prior to consummation of the merger.

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Risks Related to Our Strategy

Our growth strategy may not achieve the anticipated results.
Our future success will depend on our ability to grow our business. We grow our business through acquisitions and capital expenditures planned for the 2020 and 2021 operating seasons. We also significantly reduced operating expenses and cash outflows in 2020 during periodsinvestments to improve our parks were idlethrough new rides and to correspond with lower than typical attendance levelsattractions, as well as in-park product offerings and abbreviated park operating calendars. Future additional efforts to increase liquidity, including a prolonged reduction or suspension of capital expenditures and partnership distributions, may hinder successproduct offerings outside of our strategic plans. Inparks. Our growth and innovation strategies require significant commitments of management resources and our investments may not grow our revenues at the eventrate we expect or at all. As a result, we may not be able to recover the costs incurred in developing new projects and initiatives, or to realize their intended or projected benefits, which could have a material adverse effect on our business, financial condition or results of operations.

We compete for discretionary spending and discretionary free time with many other entertainment alternatives and are subject to factors that generally affect the recreation and leisure industry, including general economic conditions.
Our parks compete for discretionary spending and discretionary free time with other amusement, water and theme parks and with other types of recreational activities and forms of entertainment, including movies, sporting events, restaurants and vacation travel. Our business is also subject to factors that generally affect the recreation and leisure industries and are not within our control. Such factors include, but are not limited to, general economic conditions, including relative fuel prices, and changes in consumer tastes and spending habits. There may be a material adverse effect on our business, financial condition or results of operations if we are unable to generate sufficienteffectively compete with other entertainment alternatives.

The operating season at most of our parks is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season.
Twelve of our properties are seasonal and are generally open daily from Memorial Day through Labor Day. Outside of daily operations, our seasonal properties are typically open during select weekends, including at most properties in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks are generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, the timing of such conditions or events may have a disproportionate adverse effect upon our parksrevenues.

Risks Related to Human Capital

Increased costs of labor and employee health and welfare benefits may impact our results of operations.
Labor is a primary component in the cost of operating our business. Increased labor costs, due to competition, inflationary pressures, increased federal, state or local minimum wage requirements, and increased employee benefit costs, including health care costs, could adversely impact our operating expenses. Since the COVID-19 pandemic, we experienced a prolonged period of closure, or experience significant declinesmeaningful increase in the seasonal labor rate in order to recruit employees in a challenging labor market. Continued increases to both market wage rates and the statutory minimum wage rates could also materially impact our future seasonal labor rates. It is possible that these changes could significantly increase our labor costs, which would adversely affect our operating results and cash flows.

Our business volumes upon reopening, we may not have access to or may be burdened by onerous terms to acquire sufficient liquiditydepends on our ability to meet our obligations beforeworkforce needs.
Our success depends on our ability to attract, motivate and retain qualified employees to keep pace with our needs. If we are unable to do so, our results of operations normalize.and cash flows may be adversely affected. We employ a significant workforce each season. We recruit year-round to fill thousands of staffing positions to ensure the appropriate workforce is in place at the right time. We may be unable to recruit and hire adequate personnel as the business requires or we may experience material increases in the cost of securing our workforce in the future.

If we lose key personnel, our business may be adversely affected.
Our success depends in part upon a number of key employees, including our senior management team, whose members have been involved in the leisure and hospitality industries for an average of more than 20 years. The loss of services of our key employees or our inability to replace our key employees could cause disruption in important operational, financial and strategic functions and have a material adverse effect on our business.

Risks Related to Our Capital Structure

The amount of our indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry and prevent us from fulfilling our obligations under our debt agreements.
We had $3.0$2.3 billion of outstanding indebtedness as of December 31, 20202023 (before reduction of debt issuance costs and original issue discount)costs).

The amount of our indebtedness could have important consequences. For example, it could:
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limit our ability to borrow money for our working capital, capital expenditures, debt service requirements, strategic initiatives or other purposes;
limit our flexibility in planning or reacting to changes in business and future business operations; and
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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In addition, we may not be able to generate sufficient cash flow from operations, or be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on our debt obligations. If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, suspend partnership distributions, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt in the future will depend on the condition of the capital and credit markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of our existing or future debt agreements, including our credit agreement and the indentures governing our notes, may restrict us from adopting some of these alternatives. In the absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due.

Despite the amount of our indebtedness, we may be able to incur additional indebtedness, which could further exacerbate the risks associated with the amount of our indebtedness.

Our debt agreements contain restrictions that could limit our flexibility in investing in our business, including the ability to pay partnership distributions.
Our credit agreement and the indentures governing our notes contain, and any future indebtedness of ours will likely contain, a number of covenants that could impose significant financial restrictions on us, including restrictions on our and our subsidiaries' ability to, among other things:

pay distributions on or make distributions in respect of our partnership units or make other Restricted Payments;Payments, including unit repurchases;
incur additional debt or issue certain preferred equity;
make certain investments;
sell certain assets;
create restrictions on distributions from restricted subsidiaries;
create liens on certain assets to secure debt;
consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all our assets;
enter into certain transactions with our affiliates; and
designate our subsidiaries as unrestricted subsidiaries.

The Third Amended 2017 Credit AgreementOur credit agreement includes (i) a Senior Secured Leverage Ratio of 4.50x3.75x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which will step downEBITDA. This financial covenant is only required to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA Quarters"), (ii) a requirement that we maintain a minimum liquidity level of at least $125.0 million,be tested at all times, until the earlier of December 31, 2022 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022), (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of aany fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter.in which revolving credit facility borrowings are outstanding.

Our credit agreement and fixed rate note agreements also include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 20242027 senior notes, which includes the most restrictive of these Restricted Payments provisions, under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x,5.25x, we can still make Restricted Payments of $60$100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x,5.25x, we can make Restricted Payments up to our Restricted Payment pool.

Variable rate indebtedness could subject us to the risk of higher interest rates, which could cause our future debt service obligations to increase.
As of December 31, 2020,Our credit agreement is and our indebtedness under our Third Amended 2017 Credit Agreement accrues variable rate interest that has been swapped to a fixed rate. After the expiration of outstanding interest-rate swap agreements, certain of ourfuture borrowings may be at variable rates of interest and expose us to interest rate risk. If interest rates continue to increase, our annual debt service obligations on any variable-rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease.

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Risks Related to Our Strategy

Our growth strategy, including our COVID-19 recovery strategy, may not achieve the anticipated results.
Our future success will depend on our ability to grow our business, including recovering from the effects of the COVID-19 pandemic. We grow our business through acquisitions and capital investments to improve our parks through new rides and attractions, as well as in-park product offerings and product offerings outside of our parks. Our growth and innovation strategies require significant commitments of management resources and our investments may not grow our revenues at the rate we expect or at all. As a result, we may not be able to recover the costs incurred in developing new projects and initiatives, or to realize their intended or projected benefits, which could have a material adverse effect on our business, financial condition or results of operations.

We compete for discretionary spending and discretionary free time with many other entertainment alternatives and are subject to factors that generally affect the recreation and leisure industry, including general economic conditions.
Our parks compete for discretionary spending and discretionary free time with other amusement, water and theme parks and with other types of recreational activities and forms of entertainment, including movies, sporting events, restaurants and vacation travel. Our business is also subject to factors that generally affect the recreation and leisure industries and are not within our control. Such factors include, but are not limited to, general economic conditions, including relative fuel prices, and changes in consumer tastes and spending habits. There may be a material adverse effect on our business, financial condition or results of operations if we are unable to effectively compete with other entertainment alternatives.

The operating season at most of our parks is of limited duration, which can magnify the impact of adverse conditions or events occurring within that operating season.
Twelve of our properties are seasonal, generally open during weekends beginning in April or May, then daily from Memorial Day through Labor Day. After Labor Day, the seasonal properties are open during select weekends in September and, in most cases, in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues are typically generated during a 130- to 140-day operating season. Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, the timing of such conditions or events may have a disproportionate adverse effect upon our revenues.

Risks Related to the Amusement Park Industry

The high fixed cost structure of amusement park operations can result in significantly lower margins if revenues do not meet expectations.
A large portion of our expense is relatively fixed because the costs for full-time employees, maintenance, utilities, advertising and insurance do not vary significantly with attendance. These fixed costs may increase at a greater rate than our revenues and may not be able to be reduced at the same rate as declining revenues. If cost-cutting efforts are insufficient to offset declines in revenues or are impractical, we could experience a material decline in margins, revenues, profitability and cash flows. Such effects can be especially pronounced during periods of economic contraction or slow economic growth.

Bad or extreme weather conditions can adversely impact attendance at our parks, which in turn would reduce our revenues.
Because most of the attractions at our parks are outdoors, attendance at our parks can be adversely affected by continuous bad or extreme weather and by forecasts of bad or mixed weather conditions, which would negatively affect our revenues. We believe that our ownership of many parks in different geographic locations reduces, but does not completely eliminate, the effect that adverse weather can have on our consolidated results.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.
Companies engaged in the amusement park business may be sued for substantial damages in the event of an actual or alleged accident. An accident occurring at our parks or at competing parks could reduce attendance, increase insurance premiums, and negatively impact our operating results. Although we carry liability insurance to cover this risk, there can be no assurance that our coverage will be adequate to cover liabilities, that we will be able to obtain coverage at commercially reasonable rates, or that we will be able to obtain adequate coverage should a catastrophic incident occur at our parks or at other parks.

Unanticipated construction delays in completing capital improvement projects in our parks and resort facilities, significant ride downtime, or other unplanned park closures could adversely affect our revenues.
A principal competitive factor for an amusement park is the uniqueness and perceived quality of its rides and attractions in a particular market area. Accordingly, the regular addition of new rides and attractions is important, and a key element of our revenue growth is strategic capital spending on new rides and attractions. Any construction delays, including self-imposed construction delays in response to the COVID-19 pandemic, can adversely affect our attendance and our ability to realize revenue growth. Further, when rides, attractions, or an entire park, have unplanned downtime and/or closures, our revenue could be adversely affected.
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There is a risk of accidents or other incidents occurring at amusement and water parks, which may reduce attendance and negatively impact our revenues.
The safety of our guests and employees is one of our top priorities. Our amusement and water parks feature thrill rides. There are inherent risks involved with these attractions, and an accident or a serious injury at any of our parks may result in negative publicity and could reduce attendance and result in decreased revenues. In addition, accidents or injuries at parks operated by our competitors could influence the general attitudes of amusement park patrons and adversely affect attendance at our parks. Other types of incidents such as food borne illnesses which have either been alleged or proved to be attributable to our parks or our competitors could adversely affect attendance and revenues.

Risks Related to Human Capital

Increased costs of labor and employee health and welfare benefits may impact our results of operations.
Labor is a primary component in the cost of operating our business. Increased labor costs, due to competition, increased federal, state or local minimum wage requirements, and increased employee benefit costs, including health care costs, could adversely impact our operating expenses. Continued increases to both market wage rates and the statutory minimum wage rates could also materially impact our future seasonal labor rates. It is possible that these changes could significantly increase our labor costs, which would adversely affect our operating results and cash flows.

Our business depends on our ability to meet our workforce needs.
Our success depends on our ability to attract, motivate and retain qualified employees to keep pace with our needs. If we are unable to do so, our results of operations and cash flows may be adversely affected. In addition, we employ a significant seasonal workforce. We recruit year-round to fill thousands of seasonal staffing positions each season and work to manage seasonal wages and the timing of the hiring process to ensure the appropriate workforce is in place. There is no assurance that we will be able to recruit and hire adequate seasonal personnel as the business requires or that we will not experience material increases in the cost of securing our seasonal workforce in the future, including due to the ongoing effects of the COVID-19 pandemic.

If we lose key personnel, our business may be adversely affected.
Our success depends in part upon a few key employees, including our senior management team, whose members have been involved in the leisure and hospitality industries for an average of more than 20 years. The loss of services of our key employees or our inability to replace our key employees could cause disruption in important operational, financial and strategic functions and have a material adverse effect on our business.

Risks Related to Legal, Regulatory and Compliance Matters

Cyber-security risks and the failure to maintain the integrity of internal or customer data could result in damages to our reputation and/or subject us to costs, fines or lawsuits.
In the normal course of business, we, or third parties on our behalf, collect and retain large volumes of internal and customer data, including credit card numbers and other personally identifiable information, which is used for target marketing and promotional
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purposes, and our various information technology systems enter, process, summarize and report such data. We also maintain personally identifiable information about our employees. The integrity and protection of such data is critical to our business, and our guests and employees have a high expectation that we will adequately protect their personal information. The regulatory environment, as well as the requirements imposed on us by the credit card industry, governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs and/or adversely impact our ability to market our parks, products and services to our guests. Furthermore, if a person could circumvent our security measures, he or she could destroy or steal valuable information or disrupt our operations. Any security breach could expose us to risks of data loss, which could harm our reputation and result in remedial and other costs, fines or lawsuits. Although we carry liability insurance to cover this risk, there can be no assurance that our coverage willmay not be adequate to cover liabilities, or thatand we willmay not be able to obtain adequate coverage should a catastrophic incident occur.

Our operations, our workforce and our ownership of property subject us to various laws and regulatory compliance, which may create uncertainty regarding future expenditures and liabilities.
We may be required to incur costs to comply with regulatory requirements, such as those relating to employment practices, environmental requirements, and other regulatory matters, and the costs of compliance, investigation, remediation, litigation, and resolution of regulatory matters could be substantial. We may also be required to incur additional costs and commit management resources to comply with proposed regulatory requirements that may become effective in the near future, including ESG initiatives, which continue to be a focus for investors and other stakeholders. Any ESG initiatives entered into by us may not realize their intended or projected benefits.

We are subject to extensive federal and state employment laws and regulations, including wage and hour laws and other pay practices and employee record-keeping requirements. We periodically have had to, and may have to, defend against lawsuits asserting non-compliance. Such lawsuits can be costly, time consuming and distract management, and adverse rulings in these types of claims could negatively affect our business, financial condition or results.

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We also are subject to federal, state and local environmental laws and regulations such as those relating to water resources; discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials. Under these laws and regulations, we may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities or to mitigate potential environmental risks. Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing regarding our property.

Our tax treatment is dependent on our status as a partnership for federal income tax purposes. If the tax laws were to treat us as a corporation or we become subject to a material amount of entity-level taxation, it may substantially reduce our available cash.
We are a limited partnership under Delaware law and are treated as a partnership for federal income tax purposes. A change in current tax law may cause us to be taxed as a corporation for federal income tax purposes or otherwise subject us to taxation as an entity. If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our entire taxable income at the corporate tax rate, rather than only on the taxable income from our corporate subsidiaries, and may be subject to additional state taxes at varying rates. Further, unitholder distributions would generally be taxed again as corporate distributions or dividends and no income, gains, losses, or deductions would flow through to unitholders. Because additional entity level taxes would be imposed upon us as a corporation, our available cash could be substantially reduced. Although we are not currently aware of any legislative proposal that would adversely impact our treatment as a partnership, we are unable to predict whether any changes or other proposals will ultimately be enacted.

General Risk FactorsOur status as a partnership for federal income tax purposes subjects us and our unitholders to additional tax reporting that may be costly and may increase complexity.
Because we are treated as a partnership for federal income tax purposes, we are required to annually report to our unitholders certain partnership items. The nature of these items and the evolving legislation surrounding these reporting requirements may increase our unitholders' compliance cost and the cost of owning our units.

Instability in general economic conditions could impact our business, including our results of operations and financial condition.
Uncertainty regarding regional economic conditions and deterioration in the economy generally may adversely impact attendance figures and guest spending patterns at our park as uncertain economic conditions affect our guests' levels of discretionary spending. Both attendance and in-park spending at our parks are key drivers of our revenues and profitability, and reductions in either can directly and negatively affect revenues and profitability. A decrease in discretionary spending due to a decline in consumer confidence in the economy, an economic slowdown or deterioration in the economy could adversely affect the frequency with which our guests choose to attend our parks and the amount that our guests spend on our products when they visit. The materialization of these risks could lead to a decrease in our revenues, operating income and cash flows.

The existence of unfavorable general economic conditions may also hinder the ability of those with which we do business, including vendors, concessionaires and customers, to satisfy their obligations to us. Our exposure to credit losses will depend on the financial condition of our vendors, concessionaires and customers and other factors beyond our control, such as deteriorating conditions in the world economy or in the amusement park industry. Moreover, these issues could also increase the counter-party risk with financial institutions with which we enter into hedging agreements and long-term debt agreements, including our credit facilities. The soundness of these counter-parties could adversely affect us. Our credit evaluations may be inaccurate and credit performance could be materially worse than anticipated. Credit losses, if significant, would have a material adverse effect on our business, financial condition and results of operations.General Risk Factors

Other factors, including local events, natural disasters, pandemics and terrorist activities, or threats of these events, could adversely impact park attendance and our revenues.
Lower attendance may result from various local events, natural disasters, pandemics or terrorist activities, or threats of these events, all of which are outside of our control.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

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ITEM 1C. CYBERSECURITY.

As described under Item 1A in this Form 10-K, we are subject to risks from cybersecurity threats, including risks relating to maintaining customer and employee data. Cybersecurity is a key focus at multiple levels of our organization, and we have developed policies and procedures to assess, identify and manage risks from cybersecurity threats.

Board of Directors – Enterprise risk management (“ERM”) process: As part of the ERM process, executive management and the Board of Directors regularly review an assessment related to cybersecurity and data protection risks to identify material risk areas, assess our processes to mitigate those risks, and identify process and procedure improvements to alleviate identified risks, including allocating appropriate resources. Cybersecurity and data protection focus areas of ERM include phishing, malware, data breaches, outdated software, staffing levels for key information technology positions, and risks associated with our use of third parties.

Audit Committee of the Board of Directors: The Audit Committee is responsible for discussing the Company’s major information technology risk exposures, including cybersecurity, and the steps management has taken to monitor and control such exposures. The Audit Committee dedicates attention to and provides oversight of certain cybersecurity risks. The Chief Information Officer and Corporate Vice President, IT Infrastructure Operations and Security, meet with the Audit Committee regularly to assess management’s progress on implementing process and procedure improvements related to cybersecurity. The Audit Committee also provides guidance on long-term and short-term cybersecurity strategies.

Executive Management – Technology Governance Committee: The Technology Governance Committee consists of certain members of executive management, including the Chief Accounting Officer, Chief Information Officer, Chief Commercial Officer, Chief Strategy Officer, and Corporate Vice President, IT Infrastructure Operations and Security. This committee evaluates projects involving information technology, including reviewing best practices and change management needs and communicating a company-wide approach. Therefore, the information technology department is aware of system and application implementations prior to execution to facilitate proper application and infrastructure security both during implementation and after implementation. Internal audit is notified of system and application implementations as part of this process as well. The internal audit department works with the information technology department to review information technology projects to ensure key projects are appropriately planned, designed, developed, tested, deployed and maintained, including verifying proper security both during and after implementation.

Information Technology Department: The information technology department consists of employees with extensive cybersecurity experience, including the Chief Information Officer and Corporate Vice President, IT Infrastructure Operations and Security, as well as a team of compliance and security associates. Cybersecurity experience within the information technology department includes prior work experience and bachelor's degrees or higher in technology related fields. In addition to internal resources, we engage a cyber insurance carrier with comprehensive data privacy and security risk management services; a managed security service provider with comprehensive security solutions, including continuous network monitoring, reporting and assistance with investigation; and an information security consulting company that consists of cybersecurity experts and information security practitioners to provide additional cybersecurity support. We also maintain a system of information technology controls and procedures, including controls and procedures related to authentication and access, recovery plans and secured backups of data, the design of applications and selection of packaged software, and testing of significant changes in applications and infrastructure technology. We also provide training to our employees about cybersecurity, perform penetration testing at least annually, perform security incident preparedness activities at least annually, and perform an annual Payment Card Industry (“PCI”) attestation. Third party providers involving information technology are identified as part of our contract review process. System and Organizational Controls (“SOC”) reports are reviewed annually for third party providers. The information technology department continuously monitors for cybersecurity threats in order to detect if a cybersecurity incident has occurred. The department uses endpoint detection and response (“EDR”) and security information and event management (“SIEM”) with the assistance of our managed security service provider and internal analysts to detect and identify threats. Lastly, we follow the National Institute of Standards and Technology ("NIST") Framework, which enables us to compare ourselves against the industry and manage dynamic cybersecurity risks.

If a cybersecurity incident were to occur, including a cybersecurity incident associated with one of our third-party providers, we have developed an incident response plan to align responsibilities throughout the organization to facilitate an efficient and effective response, as well as an appropriate investigation of each incident. The incident response plan is led by executive management, the Chief Information Officer, the Corporate Vice President, IT Infrastructure Operations and Security, and our information technology department and includes a further delegation of incident responsibility to key internal stakeholders, including the legal, investor relations, human resources, and internal audit departments. Upon identification of an incident, each incident is assigned an incident materiality rating based on both quantitative and qualitative considerations. Qualitative considerations include the presence of ransomware, operational degradation or interruption, operational loss, and sensitive or confidential data loss. Based on the severity of each incident, the incident response is escalated. Cybersecurity incidents, regardless of materiality, are investigated by the information technology department led by Corporate Vice President, IT Infrastructure Operations and Security and are communicated to the Chief Executive Officer, Chief Financial Officer, Chief Legal
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Officer, Chief Information Officer, the Chairman of the Board of Directors and the Chair of the Audit Committee. The entire Board of Directors is notified of material or high risk incidents.

Risks from cybersecurity threats could materially affect our business strategy, results of operations or financial condition as described under Item 1A in this Form 10-K. There are no known risks from cybersecurity incidents that have materially affected or are reasonably likely to materially affect the registrant as of the date of this filing.

ITEM 2. PROPERTIES.

ParkParkLocationApproximate Total
Acreage
Approximate Developed AcreageApproximate Undeveloped AcreageParkLocationApproximate Total
Acreage
Approximate Developed AcreageApproximate Undeveloped Acreage
Cedar Point
Cedar Point Shores
Cedar Point
Cedar Point Shores
(1), (4)Sandusky, Ohio870 725 145 
Knott's Berry Farm
Knott's Soak City
Knott's Berry Farm
Knott's Soak City
Buena Park, California175 175 — 
Canada's WonderlandCanada's WonderlandVaughan, Ontario, Canada295 295 — 
Kings IslandKings IslandMason, Ohio680 330 350 
CarowindsCarowindsCharlotte, North Carolina and Fort Mill, South Carolina400 300 100 
Kings DominionKings DominionDoswell, Virginia740 280 460 
California's Great AmericaCalifornia's Great America(2)Santa Clara, California175 175 — 
Dorney ParkDorney ParkAllentown, Pennsylvania210 180 30 
Worlds of FunWorlds of FunKansas City, Missouri350 250 100 
ValleyfairValleyfairShakopee, Minnesota190 110 80 
Michigan's AdventureMichigan's AdventureMuskegon, Michigan260 120 140 
Schlitterbahn Waterpark & Resort New BraunfelsSchlitterbahn Waterpark & Resort New BraunfelsNew Braunfels, Texas90 75 15 
Schlitterbahn Waterpark GalvestonSchlitterbahn Waterpark Galveston(3)Galveston, Texas40 35 
(1)    Cedar Point and Cedar Point Shores are located on approximately 365 acres, virtually all of which have been developed, on the Cedar Point peninsula in Sandusky, Ohio. We also own approximately 505 acres of propertyacreage on the mainland near Cedar Point with approximately 145135 acres undeveloped. Cedar Point's Express Hotel, Castaway Bay Indoor Waterpark Resort and an adjoining restaurant, Castaway Bay Marina, seasonal-employee housing complexes, Cedar Point Sports Center and Sawmill Creek Resort are located on this property.

We control, through ownership or an easement, a six-mile public highway and own approximately 40 acres of vacant land adjacent to this highway, which is a secondary access route to Cedar Point and serves about 250 private residences. We maintain this roadway pursuant to deed provisions. We also own the Cedar Point Causeway, a four-lane roadway across Sandusky Bay, which is the principal access road to Cedar Point.

(2)    OfWe sold the total acresland at California's Great America approximately 60 acres represent acreage available pursuant to an easement fromon June 27, 2022. Concurrently with the City of Santa Clara. The acreage contains a portionsale of the parking lotland, we entered into a lease contract that allows us to operate the park during a six-year term, and we have an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at the park.least two years' prior notice; see Note 11.

(3)    We lease the land at Schlitterbahn Waterpark Galveston through a long-term lease agreement. The lease is renewable in 2024 with options to renew at our discretion through 2049 and a right of first refusal clause to purchase the land (see Note 13).

(4)    In addition to the acreage above, we own approximately 150 acres in Aurora, Ohio (near Cleveland, Ohio) which is expected to be sold in 2021. The land is the location of the former Wildwater Kingdom waterpark (see Note 6).land.

All of our property is owned in fee simple and is encumbered by the Third Amended 2017 Credit Agreementour credit agreement and the 2025 senior notes, with the exception of the land at California's Great America, the land at Schlitterbahn Waterpark Galveston, the land at the location of the Cedar Fair Resort and Attraction Management program, and portions of the six-mile public highway that serves as secondary access route to Cedar Point, and portions of the California's Great America parking lot.Point. We consider our properties to be well maintained, in good condition and adequate for our present uses and business requirements.

ITEM 3. LEGAL PROCEEDINGS.

None.

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ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.
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PART II

ITEM 5. MARKET FOR REGISTRANT'S DEPOSITARY UNITS, RELATED UNITHOLDER MATTERS AND ISSUER
PURCHASES OF DEPOSITARY UNITS.

Cedar Fair, L.P. Depositary Units representing limited partner interests are listed for trading on The New York Stock Exchange under the symbol "FUN". As of February 5, 2021,9, 2024, there were approximately 4,9004,400 registered holders of Cedar Fair, L.P. Depositary Units, representing limited partner interests. Item 12 in this Form 10-K includes information regarding our equity incentive plan, which is incorporated herein by reference.

The Third Amended 2017 Credit Agreement suspended restricted payments, including partnership distributions, until the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022).

Our credit agreement and fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing our 2024the 2027 senior notes, which includes the most restrictive of these Restricted Payments provisions, under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x,5.25x, we can still make Restricted Payments of $60$100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x,5.25x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greaterless than 5.00x5.25x as of December 31, 2020.2023.

Unitholder Return Performance Graph

The graph below shows a comparison of the five-year cumulative total return (assuming all distributions/dividends reinvested) for Cedar Fair, L.P. limited partnership units, the S&P 500 Index, the S&P 400 Index, and the S&P - Movies and Entertainment Index, assuming investment of $100 on December 31, 2015.2018.
fun-20201231_g1.jpg1665
Base PeriodReturn
201520162017201820192020
Base PeriodBase PeriodReturn
2018201820192020202120222023
Cedar Fair, L.P.Cedar Fair, L.P.$100.00 $121.43 $129.29 $100.01 $125.46 $93.83 
S&P 500S&P 500100.00 111.96 136.40 130.43 171.50 203.05 
S&P 400S&P 400100.00 120.74 140.35 124.80 157.49 179.01 
S&P Movies and EntertainmentS&P Movies and Entertainment100.00 110.37 115.91 116.62 147.78 205.53 

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ITEM 6. SELECTED FINANCIAL DATA.Issuer Purchases of Equity Securities

None.The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended December 31, 2023:

(a)(b)(c)(d)








Period
Total Number of Units PurchasedAverage Price Paid per Unit
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (1)
September 25 - October 31— $— — $237,962,641 
November 1 - November 30— $— — $237,962,641 
December 1 - December 31— $— — $237,962,641 
Total— $— — $237,962,641 

(1)On May 4, 2023, we announced that our Board of Directors authorized the Partnership to repurchase units for an additional aggregate amount of not more than $250 million. There were no units repurchased under the May 2023 repurchase program during the three months ended December 31, 2023. See Note 8 for additional information.

ITEM 6. RESERVED.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Business Overview

We generate our revenues from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside our parks, and (3) accommodations, extra-charge products, and other revenue sources. Our principal costs and expenses, which include salaries and wages, operating supplies, maintenance advertising and utilities,advertising, are relatively fixed for ana typical operating season and do not vary significantly with attendance.

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

Along with attendance and in-park per capita spending statistics, discrete Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, RegionalSenior Vice Presidents and the general managers. We operate within a single reportable segment of amusement/water parks with accompanying resort facilities.

Merger Agreement with Six Flags

On November 2, 2023, we announced that we entered into a definitive merger agreement to combine with Six Flags. Subject to the terms and conditions set forth in the merger agreement, each issued and outstanding unit of limited partnership interest in Cedar Fair will be converted into the right to receive one (1) share of common stock of the new combined entity (subject to certain exceptions and as the same may be adjusted). Following the close of the transaction, the holders of units of Cedar Fair limited partnership interest will own approximately 51.2% of the outstanding shares of the combined company and the holders of Six Flags common stock will own approximately 48.8% of the outstanding shares of the combined company. The merger is expected to close in the first half of 2024, following receipt of Six Flags' stockholder approval, regulatory approvals, and satisfaction of other customary closing conditions.

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Select Financial Data

The following table presents certain financial data expressed as a percent of total net revenues and selective statistical information for the periods indicated.
Years Ended December 31,
202020192018
(In thousands, except per capita spending and percentages)
Net revenues:
Admissions$67,852 37.4 %$795,271 53.9 %$737,676 54.7 %
Food, merchandise and games76,921 42.4 %473,499 32.1 %433,315 32.1 %
Accommodations, extra-charge products and other36,782 20.3 %206,155 14.0 %177,539 13.2 %
Net revenues181,555 100.0 %1,474,925 100.0 %1,348,530 100.0 %
Operating costs and expenses483,891 266.5 %990,716 67.2 %892,416 66.2 %
Depreciation and amortization157,549 86.8 %170,456 11.6 %155,529 11.5 %
Loss on impairment / retirement of fixed assets, net8,135 4.5 %4,931 0.3 %10,178 0.8 %
Loss on impairment of goodwill and other intangibles103,999 57.3 %— — %— — %
Gain on sale of investment(11)— %(617)— %(112)— %
Operating (loss) income(572,008)(315.1)%309,439 21.0 %290,519 21.5 %
Interest and other expense, net150,222 82.7 %98,860 6.7 %84,354 6.3 %
Net effect of swaps15,849 8.7 %16,532 1.1 %7,442 0.6 %
Loss on early debt extinguishment2,262 1.2 %— — %1,073 0.1 %
(Gain) loss on foreign currency(12,183)(6.7)%(21,107)(1.4)%36,254 2.7 %
(Benefit) provision for taxes(137,915)(76.0)%42,789 2.9 %34,743 2.6 %
Net (loss) income$(590,243)(325.1)%$172,365 11.7 %$126,653 9.4 %
Other data:
Attendance2,595 27,938 25,912 
In-park per capita spending$46.38 $48.32 $47.69 

Impact of COVID-19 Pandemic

Summary
The novel coronavirus (COVID-19) pandemic has had a material impact on our business in 2020, is expected to have a continuing negative impact in 2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Beginning in the second quarter of 2020, we resumed partial operations at eight properties on a staggered basis with opening dates starting in mid-June and continuing through mid-July. We also reopened operations at some of our out-of-park attractions at this time, such as hotel operations. Attendance upon reopening was impacted by the ongoing effects of the pandemic and was below original expectations. However, demand steadily increased from 20-25% of comparable prior-year attendance levels upon initially reopening up to 55% of comparable prior-year attendance levels in September 2020. Due to these soft demand trends upon reopening, park operating calendars were adjusted for the remainder of 2020, including reduced operating days per week and operating hours within each operating day. In addition, some of our reopened parks closed earlier than the park's typical operating calendar. Two parks, Cedar Point and Kings Island, remained open after Labor
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Day. In order to alleviate social distancing concerns, Cedar Point and Kings Island changed their fall entertainment programming from traditional Haunt or Halloweekends events to a fall festival to allow for better management of social distancing and limited park capacity requirements. Two additional parks, Carowinds and Kings Dominion, reopened on weekends in November and December to host abbreviated versions of their traditional WinterFest events. Following March 14, 2020, Knott's Berry Farm's partial operations were limited to culinary festivals. Net revenues from these limited operations at Knott's Berry Farm were classified as out-of-park revenues. Attendance, in-park per capita spending and operating day statistics for 2020 exclude these limited operations at Knott's Berry Farm.

A summary of 2020 park opening and closing dates following the March 14, 2020 closure of our properties follows:

Property2020 Status following March 14 (1)2020 Opening Date following March 142020 Closing Date following March 14
Cedar PointOpenedJuly 9, 2020November 1, 2020
Knott's Berry FarmOpened (2)July 17, 2020December 6, 2020
Canada's WonderlandDid not reopen
Kings Island (3)OpenedJuly 2, 2020November 1, 2020
CarowindsOpenedNovember 21, 2020December 20, 2020
Kings DominionOpenedDecember 5, 2020December 27, 2020
California's Great AmericaDid not reopen
Dorney Park (3)OpenedJuly 8, 2020September 7, 2020
Worlds of Fun (3)OpenedJune 22, 2020September 7, 2020
ValleyfairDid not reopen
Michigan's AdventureOpenedJuly 16, 2020September 7, 2020
Schlitterbahn Waterpark & Resort New Braunfels (3)OpenedJune 13, 2020September 7, 2020
Schlitterbahn Waterpark Galveston (3)OpenedJune 13, 2020September 7, 2020
(1)    Some of our out-of-park attractions were able to operate outside of the referenced dates, including hotel operations.
(2)    Unlike the other parks classified as "Opened", Knott's Berry Farm was unable to reopen amusement park operations. Following March 14, 2020, Knott's Berry Farm's partial operations were limited to culinary festivals. These limited operations at Knott's Berry Farm were classified as out-of-park revenues. Attendance, in-park per capita spending and operating day statistics for 2020 exclude these limited operations at Knott's Berry Farm.
(3)    Park closed earlier than the park's typical operating calendar.

In order to ensure our season pass holders receive a full season of access to our parks, in April 2020, we extended the usage privileges of 2020 season passes through the 2021 season and paused collections of guest payments on installment purchase products. For those parks which opened during the summer of 2020, we resumed collections of guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we will resume collections of guest payments as each of these parks opens for the 2021 operating season. For those parks that we announced on August 4, 2020 would not reopen in 2020, we also provided our season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season.

Liquidity
Following the March 14, 2020 closure of our properties and in response to the negative effects of the COVID-19 pandemic, we took steps in 2020 to secure additional liquidity and to obtain relief from certain financial covenants.

On April 27, 2020, we issued $1.0 billion of 5.500% senior secured notes due 2025 and amended the 2017 Credit Agreement to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. During the fourth quarter of 2020 and in response to the continuing effects of the COVID-19 pandemic, we issued an additional $300 million of 6.500% senior unsecured notes due 2028 and further amended the 2017 Credit Agreement to further suspend and revise certain of the financial covenants. The fourth quarter 2020 credit agreement amendment also extended the maturity of and adjusted the terms that apply to a portion of our senior secured revolving credit facility. See the Long-Term Debt footnote at Note 8 for further details.

Other steps taken in 2020 to secure additional liquidity included suspending quarterly partnership distributions and suspending a series of capital expenditures planned for the 2020 and 2021 operating seasons. Capital expenditures for 2020 totaled $129.1 million, reflecting a reduction of approximately $60 million from our initial budget. We also reduced operating expenses and cash outflows while all of our operations were idled by temporarily eliminating nearly all of our seasonal and part-time labor costs, suspending advertising and marketing expenses, reducing general and administrative and other park-level operating expenses,
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reducing the base salaries of our CEO and other executives, deferring base salaries for all other salaried employees, reducing hours for full-time hourly employees, and suspending cash retainer fees for the Board of Directors.

Following the opening of partial operations at eight of our properties, we resumed paying full base salaries to our CEO, other executives and all other salaried employees. We also increased scheduled hours for full-time hourly employees to 40 hours per week, and resumed cash retainer fees to our Board of Directors. For those parks operating, we incurred seasonal and part-time labor expenses, park-level operating expenses and advertising expenses to correspond with lower than typical attendance levels and abbreviated park operating calendars.

Governmental Economic Assistance
During 2020, we benefited from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. We expect to recognize two benefits. First, we expect to carryback the 2020 losses incurred by our corporate subsidiaries, which will result in refunds of a portion of federal income taxes paid during the carryback period of approximately $55.4 million as of December 31, 2020. Second, as of December 31, 2020, the annual effective tax rate included a net benefit of $18.1 million from carrying back the projected 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated $34.2 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The estimated $34.2 million benefit was decreased by $16.1 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

Additional benefits from the CARES Act included an $8.2 million deferral of the employer's share of Social Security taxes due in 50% increments in the fourth quarter of 2021 and the fourth quarter of 2022, and $3.7 million in tax benefits from the Employee Retention Credit program.

We also received $5.0 million from the Canada Emergency Wage Subsidy ("CEWS"), which provides cash payments to Canadian employers that experienced a decline in revenues related to the COVID-19 pandemic.

Impairment
Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets, goodwill, and indefinite-lived intangible assets for impairment as of March 29, 2020 and September 27, 2020 resulting in $106.7 million of impairment charges recorded, primarily related to the recently acquired Schlitterbahn parks.

Management has made significant estimates and assumptions to determine our liquidity requirements and estimate the impact of the COVID-19 pandemic on our business, including financial results in the near and long-term. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

2021 Outlook
As we continue to actively work with state and local officials, we have established May 2021 opening dates for our seasonal parks. Knott's Berry Farm, our only year-round park, has announced a new culinary festival beginning in March 2021. The culinary festivals at Knott's Berry Farm are expected to continue until state and local officials lift restrictions to allow us to resume normal amusement park operations. Prior to reopening, pre-opening expenses will be minimized. With broad vaccination distribution efforts in process and anticipated pent-up demand for outdoor entertainment, management is focused on maximizing the seasonally weighted second half of 2021. A substantial portion of our revenues are typically generated during the peak vacation months of July and August allowing for broader vaccine distribution and a potential reduction of COVID-19 restrictions before these key months. In addition, as of December 31, 2020, we have a sizeable base of approximately 1.8 million season passes outstanding and valid for the 2021 operating season following the extension of usage privileges for 2020 season passes through the 2021 operating season. Despite these positive indicators, we do not anticipate 2021 to be a normal operating year operationally or financially, and it is uncertain how long it may take us to achieve full operational potential. Our future operations are dependent on factors beyond our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects. See Risk Factors at Item 1A. In January 2021, Knott's Berry Farm announced a day for day extension into calendar year 2022 for 2020 and 2021 season passes for every day the park is closed in 2021. No other parks have announced similar plans.
Years Ended December 31,
202320222021
(In thousands, except per capita spending, operating days and percentages)
Net revenues:
Admissions$894,728 49.7 %$925,903 50.9 %$674,799 50.4 %
Food, merchandise and games613,969 34.1 %602,603 33.2 %432,513 32.3 %
Accommodations, extra-charge products and other289,971 16.1 %288,877 15.9 %230,907 17.3 %
Net revenues1,798,668 100.0 %1,817,383 100.0 %1,338,219 100.0 %
Operating costs and expenses1,316,442 73.2 %1,289,142 70.9 %1,030,466 77.0 %
Depreciation and amortization157,995 8.8 %153,274 8.4 %148,803 11.1 %
Loss on impairment / retirement of fixed assets, net18,067 1.0 %10,275 0.6 %10,486 0.8 %
Gain on sale of land— — (155,250)(8.5)%— — 
Loss on other assets— — — — 129 — %
Operating income306,164 17.0 %519,942 28.6 %148,335 11.1 %
Interest and other expense, net139,087 7.7 %148,332 8.2 %183,732 13.7 %
Net effect of swaps— — (25,641)(1.4)%(19,000)(1.4)%
Loss on early debt extinguishment— — 1,810 0.1 %5,909 0.4 %
(Gain) loss on foreign currency(5,525)(0.3)%23,784 1.3 %6,177 0.5 %
Provision for taxes48,043 2.7 %63,989 3.5 %20,035 1.5 %
Net income (loss)$124,559 6.9 %$307,668 16.9 %$(48,518)(3.6)%
Other data:
Attendance26,665 26,912 19,498 
In-park per capita spending$61.05 $61.65 $62.03 
Operating days2,365 2,302 1,765 

Critical Accounting Policies

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the Consolidated Financial Statements and related notes. The following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and operating results or involve a higher degree of judgment and complexity (see Note 32 for a complete discussion of our significant accounting policies). Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties, and as a result, actual results could differ from these estimates and assumptions.

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Impairment of Long-Lived Assets
The carrying values of long-livedLong-lived assets, including property and equipment, are reviewed wheneverfor impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying valuesvalue of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amountamounts of the asset.assets. Fair value is generally determined using a combination of a cost and market approach. Significant factors considered in the cost approach include the replacement cost, reproduction cost, depreciation, physical deterioration, functional obsolescence and economic obsolescence of the asset.assets. The market approach estimates fair value by utilizing market data for similar assets. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available.

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The determination of whether an indicator of impairment has occurred and the estimation of undiscounted cash flows requires management to make significant estimates and consider an anticipated course of action as of the balance sheet date. Subsequent changes in estimated undiscounted cash flows arising from changes in anticipated actions could impact the determination of whether impairment exists, the estimation of undiscounted cash flows and whether the effects could materially impact the consolidated financial statements.

Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets for impairment as of March 29, 2020 and September 27, 2020 (see Note 6). Management made significant estimates in performing these impairment tests, including the anticipated time frame to re-open our parks following the COVID-19 pandemic and the related anticipated demand upon re-opening our parks following the COVID-19 pandemic. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic. Due to the ongoing development and fluidity of the COVID-19 pandemic, the ultimate extent of the effects of the COVID-19 pandemic cannot be reasonably predicted.

Accounting for Business Combinations
Business combinations are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, valuations supplied by independent appraisal experts and other relevant information. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment by management. If future operating results do not meet expectations or anticipated synergies are not realized, the Schlitterbahn reporting unit may become further impaired.

Goodwill and Other Intangible Assets
Goodwill and other indefinite-lived intangible assets, including trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in equity price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth rates. Any adverse changeThe fair value of a reporting unit is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses a reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results are established using management's best estimates of economic and market conditions over the projected period including growth rates in these factors could have arevenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant impact onestimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. A market approach estimates fair value by applying cash flow multiples to the recoverabilityreporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of these assets and could have a material impact on our consolidated financial statements.the reporting units.

It is possible that our assumptions about future performance, as well as the economic outlook and related conclusions regarding valuation, could change adversely, which may result in additional impairment that would have a material effect on our financial position and results of operations in future periods.

Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our goodwill and other indefinite-lived intangible assets for impairment as of March 29, 2020 and September 27, 2020 (see Note 7). Management made significant estimates in performing these impairment tests, including the anticipated time frame to re-open our parks following the COVID-19 pandemic and the related anticipated demand upon re-opening our parks following the COVID-19 pandemic. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic. Due to the ongoing development and fluidity of the COVID-19 pandemic, the ultimate extent of the effects of the COVID-19 pandemic cannot be reasonably predicted. In conjunction with our annual measurement date, we completed the review of goodwill and other indefinite-lived intangibles as of the first days of the fourth quarter of 2020 and 2019 and determined goodwill and other indefinite-lived intangibles were not further impaired as of these testing dates.

Self-Insurance Reserves
Self-insurance reserves are recorded for the estimated amounts of guest and employee claims and related expenses incurred each period. Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon our own historical claimsclaim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon our own claims data history. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as
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necessary. The ultimate cost for identified claims can be difficult to predict due to the unique facts and circumstances associated with each claim.

Revenue Recognition
As disclosed within the consolidated statements of operations and comprehensive income (loss) income,, revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Most revenues are recognized on a daily basis based on actual guest spend at theour properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season.season associated with that product. The number of uses is estimated based on historical usage adjusted for current period trends.

Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders receive a full season of access to our parks. The extended validity of the 2020 season-long products resulted in a significant amount of revenue deferred into 2021. In order to calculate revenue recognized in 2020 on 2020 season-long products, management mademakes significant estimates regarding the estimated number of uses expected for these season-long products, for admission, dining, beverage and other products for the 2021 operating season.including during interim periods. Actual resultsusage could materially differ from these estimates depending on the ultimate extentwhich could potentially result in an inappropriate amount of the effects of the COVID-19 pandemic. Due to the ongoing development and fluidity of the COVID-19 pandemic, the ultimate extent of the effects of the COVID-19 pandemic cannot be reasonably predicted.revenue recognized in a given period.

Income Taxes
Our legal entity structure includes both partnerships and corporate subsidiaries. We are subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal state and local income taxes on income from our corporate subsidiaries and foreign income taxes on our foreign subsidiary. As such, the total (benefit) provision for taxes includes amounts for the PTP gross income tax and federal, state, local and foreign income taxes. Under applicable accounting rules, the total (benefit) provision for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes.

Our corporate subsidiaries account for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income at the time of enactment of such change in tax law. Any interest or penalties due for payment of income taxes are included in the provision for income taxes.
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We record a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The need for this allowance is based on several factors including the ten-year carryforward period allowed for excess foreign tax credits, experience to date of foreign tax credit limitations, carryforward periods of state net operating losses, and management's long-term estimates of domestic and foreign source income.

There is inherent uncertainty in the estimates used to project the amount of foreign tax credit and state net operating loss carryforwards that are more likely than not to be realized. It is possible that our future income projections, as well as the economic outlook and related conclusions regarding valuation allowances could change, which may result in additional valuation allowance being recorded or may result in additional valuation allowance reductions, and which may have a material negative or positive effect on our reported financial position and results of operations in future periods.

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Adjusted EBITDA

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Third Amended 2017 Credit Agreement and prior agreements. Adjusted EBITDA is not a measurement of operating performance computed in accordance with generally accepted accounting principles ("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 as it is widely used by analysts, investors and comparable companies in our industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. Further, management believes 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 is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net (loss) income for the periods indicated:
Years Ended December 31,
(In thousands)202020192018
Net (loss) income$(590,243)$172,365 $126,653 
Interest expense150,669 100,364 85,687 
Interest income(460)(2,033)(1,515)
(Benefit) provision for taxes(137,915)42,789 34,743 
Depreciation and amortization157,549 170,456 155,529 
EBITDA(420,400)483,941 401,097 
Loss on early debt extinguishment2,262 — 1,073 
Net effect of swaps15,849 16,532 7,442 
Non-cash foreign currency (gain) loss(12,011)(21,061)36,294 
Non-cash equity compensation expense(209)12,434 11,243 
Loss on impairment/retirement of fixed assets, net8,135 4,931 10,178 
Loss on impairment of goodwill and other intangibles103,999 — — 
Gain on sale of investment(11)(617)(112)
Acquisition-related costs16 7,162 — 
Other (1)
359 1,351 558 
Adjusted EBITDA$(302,011)$504,673 $467,773 

(1)    Consists of certain costs as defined in our Third Amended 2017 Credit Agreement and prior credit agreements. These items are excluded in the calculation of Adjusted EBITDA and have included certain legal expenses and severance expenses. This balance also includes unrealized gains and losses on short-term investments.
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Results of Operations

We believe theThe following operational measures are key operational measuresperformance metrics in our managementmanagerial and operational reporting, and theyreporting. They are used as major factors in significant operational decisions as they are primary drivers of our financial and operational performance:performance, measuring demand, pricing and consumer behavior. In-park revenues, in-park per capita spending and out-of-park revenues are non-GAAP measures.

Attendance is defined as the number of guest visits to our amusement parks and separately gated outdoor water parks.

In-park per capita spending is calculated as revenues generated within our amusement parks and separately gated outdoor water parks along with related tolls and parking revenues (in-park revenues), divided by total attendance.

Out-of-park revenues are defined as revenues from resort, marina, sponsorship,resorts, out-of-park food and retail locations, online transaction fees charged to customers, sponsorships and all other out-of-park operations.

Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (seearrangements; see Note 53). for a reconciliation of in-park revenues and out-of-park revenues to net revenues.

2020 vs.In the Results of Operations section, we discuss and compare our 2023 and 2022 results. For a discussion regarding our 2021 results, including comparisons of our 2022 results to our 2021 and 2019

The results, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" within the Company's Annual Report on Form 10-K for the year ended December 31, 2020 were not directly comparable2022, filed with the results for theSEC on February 17, 2023.

2023 vs. 2022

The year ended December 31, 2019 due to park closures and operating calendar changes associated with the COVID-19 pandemic (the "COVID-19 disruption"). On March 14, 2020, we closed our properties in response to the spread of COVID-19. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Beginning in the second quarter of 2020, we resumed partial operations at eight properties on a staggered basis with opening dates starting in mid-June and continuing through mid-July. We also reopened operations at some of our out-of-park attractions at this time, such as hotel operations. Attendance upon reopening was impacted by the ongoing effects of the pandemic and was below original expectations. Due to these soft demand trends upon reopening, park operating calendars were adjusted for the remainder of 2020, including reduced operating days per week and operating hours within each operating day. In addition, some of our reopened parks closed earlier than the park's typical operating calendar. Two parks, Cedar Point and Kings Island, remained open after Labor Day. Two additional parks, Carowinds and Kings Dominion, reopened on weekends in November and December to host abbreviated versions of their traditional WinterFest events. Following March 14, 2020, Knott's Berry Farm's partial operations were limited to culinary festivals. Net revenues from these limited operations at Knott's Berry Farm were classified as out-of-park revenues. Attendance, in-park per capita spending and operating day statistics for 2020 exclude these limited operations at Knott's Berry Farm.

As a result of the COVID-19 disruption, the current year2023 included 4872,365 operating days compared with 2,2242,302 operating days for the year ended December 31, 2019.2022. The following table presents key financial information63 operating day increase was primarily attributable to additional operating days in January and February at Carowinds, Kings Dominion and California's Great America, and additional operating statistics fordays during early season weekdays at some of our mid-sized properties during the years ended December 31, 2020 and December 31, 2019:
 Increase (Decrease)
 December 31, 2020December 31, 2019$%
(Amounts in thousands, except for per capita spending)
Net revenues$181,555 $1,474,925 $(1,293,370)(87.7)%
Operating costs and expenses483,891 990,716 (506,825)(51.2)%
Depreciation and amortization157,549 170,456 (12,907)(7.6)%
Loss on impairment/retirement of fixed assets, net8,135 4,931 3,204 N/M
Loss on impairment of goodwill and other intangibles103,999 — 103,999 N/M
Gain on sale of investment(11)(617)606 N/M
Operating (loss) income$(572,008)$309,439 $(881,447)N/M
N/M - Not meaningful
Other Data:
Adjusted EBITDA (1)
$(302,011)$504,673 $(806,684)N/M
Attendance2,595 27,938 (25,343)(90.7)%
In-park per capita spending$46.38 $48.32 $(1.94)(4.0)%
Out-of-park revenues$67,375 $168,708 $(101,333)(60.1)%

(1)    Forsecond quarter of 2023. These additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net (loss) income, see page 20.

Consolidated net revenues totaled $181.6 million for the year ended December 31, 2020, decreasing $1.3 billion, from $1.5 billion for 2019. This reflected the impact of a 25.3 million-visit decrease in attendance, a $1.94 decrease in in-park per capita spending, and a $101.3 million decrease in out-of-park revenues, all of whichdays were heavily impactedoffset by the COVID-19 disruption. The decrease in attendance was17 operating day closures due to inclement weather. Of these 17 closed operating days, ten occurred during the aforementioned park closuresfirst quarter of 2023 at our parks in California, Knott's Berry Farm and operating calendar changes, as well as soft initial demand upon re-opening our parks. However, demand steadily increased from 20-25% of comparable prior-year attendanceCalifornia's Great America. Both parks experienced unusually inclement weather during that quarter.
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levels upon initially reopening up
The following table presents key financial information and operating measures for the years ended December 31, 2023 and December 31, 2022:
 Increase (Decrease)
 December 31, 2023December 31, 2022$%
(Amounts in thousands, except for per capita and operating days)
Net revenues$1,798,668 $1,817,383 $(18,715)(1.0)%
Operating costs and expenses1,316,442 1,289,142 27,300 2.1 %
Depreciation and amortization157,995 153,274 4,721 3.1 %
Loss on impairment/retirement of fixed assets, net18,067 10,275 7,792 N/M
Gain on sale of land— (155,250)155,250 N/M
Operating income$306,164 $519,942 $(213,778)(41.1)%
Other Data:
Attendance26,665 26,912 (247)(0.9)%
In-park per capita spending$61.05 $61.65 $(0.60)(1.0)%
Out-of-park revenues$223,263 $213,337 $9,926 4.7 %
Operating days2,365 2,302 63 2.7 %
Net income margin (1)
6.9 %16.9 %(10.0)%

N/M    Not meaningful due to 55%the nature of comparable prior-yearthe expense line-item.

(1)    Net income margin is calculated as net income divided by net revenues.

For the year ended December 31, 2023, net revenues decreased $18.7 million, or 1.0%, compared with 2022. The decrease in net revenues reflected the impact of a 0.2 million-visit, or 0.9%, decrease in attendance levelsand the impact of a 1.0% decrease in September 2020.in-park per capita spending to $61.05 partially offset by a 4.7%, or $9.9 million increase in out-of-park revenues. The decrease in attendance was driven by reduced season pass attendance as a result of fewer season pass units outstanding. There were fewer season pass units outstanding due to less sales, particularly at our parks in California, as well as due to the impact of the prior period extension of 2020 and 2021 season-long products at Knott's Berry Farm through May 2022 and Canada's Wonderland through Labour Day 2022. Attendance was also negatively impacted by inclement weather, particularly during the first quarter of 2023. These negative impacts were somewhat offset by the continuing recovery of group sales attendance, the impact of additional operating days during the current year, and higher 2024 season pass sales in 2023 compared to 2023 season pass sales in 2022. The decrease in in-park per capita spending was attributable to a decline in admissions spending driven by a reassessment of our pricing strategy at several parks and the resultrecovery of lesslower priced attendance channels. The decrease in admission spending was somewhat offset by higher levels of guest spending on extra-charge products, specifically front-of-line products,food and admissionbeverage. The increase in food and beverage spending was driven by increases in both the number of transactions per guest and average transaction value. The increase in out-of-park revenues was largely attributable to a higher season pass mix. In-park per capita spending on food, merchandisethe reopening of Castaway Bay Resort and games increased compared withSawmill Creek Resort at Cedar Point following temporary closures for renovations in the prior year. The decrease in out-of-parknet revenues was primarily attributable toincluded a decline in accommodations revenue related to a decrease in occupancy due to the COVID-19 disruption, as well as a decrease in online transaction fee revenue due to a decline in online sales volume. Net revenues were not materially impacted by$5.1 million unfavorable impact of foreign currency exchange rates.rates at our Canadian park.

Operating costs and expenses for 2020 decreased 51.2%the year ended December 31, 2023 increased $27.3 million, or 2.1%, or $506.8compared with 2022. The $27.3 million to $483.9 million from $990.7 million for 2019. The decreaseincrease in operating costs and expenses was the result of a $98.3$35.9 million increase in selling, general, and administrative ("SG&A") expenses partially offset by a $4.4 million decrease in cost of food, merchandise and games revenues ("COGS"), and a $294.4$4.2 million decrease in operating expenses. The increase in SG&A expenses and a $114.1was primarily driven by $22.3 million decrease in selling, general, and administrative expenses ("SG&A"). The decrease in COGS was dueof costs related to the declineproposed merger with Six Flags. Excluding costs related to the proposed merger, the increase in sales volume from the COVID-19 disruption and soft initial demand at our open parks.SG&A expenses was primarily attributable to higher planned advertising costs. The $294.4 million decrease in operating expenses was attributable to $167.5 million of seasonal labor savings, as well as reductions in operating supplies, maintenance supplies, utilities, entertainment-related fees and insurance attributable to closed properties, abbreviated operating calendars and fewer offerings at our parks. In addition, full-time wages decreasedprimarily due to a declinecost savings initiatives resulting in anticipated payout of bonus plans. The $114.1 million decrease in SG&A expense was attributable to $57.5 million of advertising expense savings, as well as a reduction in transaction fee expense due toseasonal labor hours and less in-park entertainment costs. The decreases were somewhat offset by incremental land lease costs associated with the sale-leaseback of the land at California's Great America for a declinefull-year, early season maintenance wage costs, and increased insurance claims and related costs. COGS as a percentage of food, merchandise and games revenue decreased approximately 1%. The increase in online sales volume, a decline in the anticipated payout of outstanding equity-based compensation and bonus plans, and prior period acquisition-related costs. Operatingoperating costs and expenses were not materially impacted byincluded a $3.0 million favorable impact of foreign currency exchange rates.rates at our Canadian park.

Depreciation and amortization expense for 2020 decreased $12.9the year ended December 31, 2023 increased $4.7 million compared with 2019 primarily2022 due to the prior period change inreduction of the estimated useful lifelives of athe long-lived assetassets at Kings Dominion.California's Great America following the sale-leaseback of the land at California's Great America. The loss on impairment / retirement of fixed assets for 20202023 was $8.1$18.1 million compared with $4.9to $10.3 million for 2019.2022. The current year included a $2.7 million impairment charge with respect to the Schlitterbahn parks' long-lived assets triggered by the effects of the COVID-19 pandemic during the first quarter of 2020 (see Note 6), as well as the impairment of two specific assets during the first quarter of 2020. Similarly triggered by the anticipated effects of the COVID-19 pandemic, the loss on impairment / retirement of goodwill and other intangiblesfixed assets for 2020both periods included retirements of assets in the normal course of business, including a $73.6specific terminated project at Knott's Berry Farm in the current year.

After a $155.3 million $6.8 million and $7.9 million impairmentgain on the sale of goodwillthe land at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020, and an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively,California's Great America during the third quarter of 2020 (see Note 7). During the first quarter of 2019, a $0.6 million gain on sale of investment was recognized for additional proceeds from the liquidation of a preferred equity investment.

After2022 and the items above, operating lossincome for 20202023 totaled $572.0$306.2 million compared to $519.9 million for 2022.
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Interest expense for 2023 decreased $10.2 million compared with operating income2022 as a result of $309.4 million for 2019.

Interestthe repayment of our senior secured term loan facility and related termination of our interest rate swap agreements during the third quarter of 2022. The reduction in interest expense for 2020 increased $50.3 million duewas partially offset by interest on additional borrowings on our revolving credit facility in the current year. Prior to the termination of our interest incurred onrate swaps, the 2025 senior notes issued in April 2020 and on the 2029 senior notes issued in late June 2019. The net effect of our swaps resulted in a $15.8$25.6 million chargebenefit to earnings for 2020 compared with a $16.5 million charge to earnings for 2019. The difference was attributable to2022 representing the change in fair market value of our swap portfolio. We realized a $5.3 million cash receipt, net of fees, upon termination of our interest rate swap agreements during the third quarter of 2022. In addition, we recognized a $2.3 million loss on early debt extinguishment related toof $1.8 million in 2022 upon full repayment of our 2020 refinancing events (see Note 8).senior secured term debt facility. During 2020,2023, we also recognized a $12.2$5.5 million net benefit to earnings for foreign currency gains and losses compared with a $21.1$23.8 million net benefitcharge to earnings for 2019.2022. Both amounts primarily representrepresented the remeasurement of the U.S.-dollar denominated debt recorded atnotes to our Canadian entity from the U.S.-dollar to the legal entity's functional currency.

For 2020,2023, a benefitprovision for taxes of $137.9$48.0 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with $64.0 million recorded for 2022. The decrease in provision for taxes was primarily attributable to lower pretax income from our taxable subsidiaries in 2023. The prior year included a provision for taxes recorded for 2019 of $42.8 million. The increase in benefit for taxes was attributable to an increase in pretax loss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we expect to recognize two benefits. First, we expect to carryback the 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $55.4 million. Second, as of December 31, 2020, the annual effective tax rate included a net benefit of $18.1 million from carrying back the projected 2020 lossessale of the corporate subsidiaries. This tax benefit represents an estimated $34.2 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The estimated $34.2 million benefit was decreased by $16.1 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.land at California's Great America.

After the items above, net lossincome for 20202023 totaled $590.2$124.6 million, or $10.45$2.42 per diluted limited partner unit, compared with net income of $172.4a $307.7 million, or $3.03$5.45 per diluted unit, for 2019.2022. Net income margin decreased 10.0% primarily due to the $155.3 million gain on the sale of the land at California's Great America during the third quarter of 2022.

For 2020,
Adjusted EBITDA

Adjusted EBITDA loss totaled $302.0 million compared with a $504.7 millionrepresents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current and prior credit agreements. Adjusted EBITDA is not a measurement of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for 2019. The varianceoperating income, net income or cash flows from operating activities computed in accordance with GAAP. Management believes Adjusted EBITDA was dueis 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 is widely used by analysts, investors and comparable companies in our industry to decreasedevaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. This measure is provided as a supplemental measure of our operating results and may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net revenues offset somewhat by expense savings attributableincome for the periods indicated.
Years Ended December 31,
(In thousands)20232022
Net income$124,559 $307,668 
Interest expense141,770 151,940 
Interest income(2,818)(3,621)
Provision for taxes48,043 63,989 
Depreciation and amortization157,995 153,274 
EBITDA469,549 673,250 
Loss on early debt extinguishment— 1,810 
Net effect of swaps— (25,641)
Non-cash foreign currency (gain) loss(5,594)23,856 
Non-cash equity compensation expense22,611 20,589 
Loss on impairment/retirement of fixed assets, net18,067 10,275 
Gain on sale of land— (155,250)
Costs related to proposed merger (1)
22,287 — 
Other (2)
752 3,064 
Adjusted EBITDA$527,672 $551,953 
Adjusted EBITDA margin (3)
29.3 %30.4 %

(1)    Consists of third-party investment banking, consulting and legal costs related to the COVID-19 disruption.proposed merger with Six Flags. See Note 2 for additional information. These costs are added back to net income to calculate Adjusted EBITDA as defined in our current and prior credit agreements and were recorded within "Selling, general and administrative" in the consolidated statement of operations and comprehensive income.

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2019 vs. 2018(2)    Consists of certain costs as defined in our current and prior credit agreements. These items are added back to net income to calculate Adjusted EBITDA and have included certain legal expenses, severance and related benefits and contract termination costs. This balance also includes unrealized gains and losses on short-term investments.

The results for the year ended December 31, 2019 were not directly comparable with the results for the year ended December 31, 2018. The year ended December 31, 2019 included results from the operations of the Schlitterbahn parks from the July 1, 2019 acquisition date. Since many differences in our operating results related to the acquisition, we also included a discussion of operating results excluding the results of the Schlitterbahn parks (or on a "same-park" basis).
The year ended December 31, 2019 included 2,224 operating days compared with 2,061 operating days for the year ended December 31, 2018. On a same-park basis, the year ended December 31, 2019 included 2,079 operating days. The increase in same-park operating days from the year ended December 31, 2018 was largely due to the inaugural Canada's Wonderland WinterFest event, a holiday event operating during November and December, in 2019. The following table presents key financial information and operating statistics for the years ended December 31, 2019 and December 31, 2018:
 Increase (Decrease)
 December 31, 2019December 31, 2018$%
(Amounts in thousands, except for per capita spending)
Net revenues$1,474,925 $1,348,530 $126,395 9.4 %
Operating costs and expenses990,716 892,416 98,300 11.0 %
Depreciation and amortization170,456 155,529 14,927 9.6 %
Loss on impairment/retirement of fixed assets, net4,931 10,178 (5,247)N/M
Gain on sale of investment(617)(112)(505)N/M
Operating income$309,439 $290,519 $18,920 6.5 %
N/M - Not meaningful
Other Data:
Adjusted EBITDA (1)
$504,673 $467,773 $36,900 7.9 %
Adjusted EBITDA margin (2)
34.2 %34.7 %— (0.5)%
Attendance27,938 25,912 2,026 7.8 %
In-park per capita spending$48.32 $47.69 $0.63 1.3 %
Out-of-park revenue$168,708 $152,216 $16,492 10.8 %

(1)    For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net (loss) income, see page 20.
(2)(3)    Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) is not a measurement computed in accordance with GAAP or a substitute for measures computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies. We provide Adjusted EBITDA margin because we believe the measure provides a meaningful metric of operating profitability.

Consolidated net revenues totaled $1,474.9 million for the year ended December 31, 2019, increasing $126.4 million, from $1,348.5 million for 2018. This reflected the impact of a 2.0 million visit increase in attendance and a $0.63 increase in in-park per capita spending. Out-of-park revenues increased $16.5 million compared with 2018. The increase in net revenues was net of a $10.4 million unfavorable impact of foreign currency exchange related to our Canadian park.

Operating costs and expenses for the year ended December 31, 2019 increased 11.0%, or $98.3 million, to $990.7 million from $892.4 million for 2018. The increase was the result of an $11.5 million increase in COGS, a $57.9 million increase in operating expenses, and a $28.9 million increase in SG&A expense. The increase in operating costs and expenses was net of a $5.1 million favorable impact of foreign currency exchange related to our Canadian park. Depreciation and amortization expense for 2019 increased $14.9 million compared with 2018.

The loss on impairment / retirement of fixed assets for 2019 was $4.9 million compared with $10.2 million for 2018. The decrease was attributable to the retirement of a specific asset in the second quarter of 2018 and the impairment of two specific assets in the third quarter of 2018. A $0.6 million and $0.1 million gain on sale of investment was recognized for the liquidation of a preferred equity investment during the first quarter of 2019 and fourth quarter of 2018, respectively.

After the items above, operating income increased $18.9 million to $309.4 million for 2019 from operating income of $290.5 million for 2018.

Interest expense for 2019 increased $14.7 million due to interest incurred on the 2029 senior notes issued in late June 2019 and incremental revolving credit facility borrowings during 2019. We recognized a $1.1 million loss on early debt extinguishment during the first quarter of 2018 in connection with amending our 2017 Credit Agreement. The net effect of our swaps resulted in a $16.5 million charge to earnings for 2019 compared with a $7.4 million charge to earnings for 2018. The difference reflected changes in fair market value movements in our swap portfolio offset by 2018 amortization of amounts in other comprehensive income for our de-designated swaps. We also recognized a $21.1 million net benefit to earnings for foreign currency gains and
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losses in 2019 compared with a $36.3 million net charge to earnings for 2018. Both amounts primarily represented remeasurement of the U.S.-dollar denominated debt recorded at our Canadian entity from the U.S.-dollar to the legal entity's functional currency.

For 2019, a provision for taxes of $42.8 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes. This compared with a provision for taxes recorded for 2018 of $34.7 million. The increase in provision for taxes was attributable to a $9.9 million tax benefit in 2018 for the implementation of the Tax Cuts and Jobs Act. Cash taxes paid in 2019 were $40.8 million compared to $42.2 million in 2018.

After the items above, net income for 2019 totaled $172.4 million, or $3.03 per diluted limited partner unit, compared with net income of $126.7 million, or $2.23 per diluted unit, for 2018.

As stated previously, the results for 2019 included the results of the Schlitterbahn parks from the July 1, 2019 acquisition date. Comparing 2019 and 2018 on a same-park basis, net revenues increased by $83.8 million, or 6%, to $1,432.4 million. The increase reflected the impact of a 1.3 million-visit increase in attendance to 27.2 million visits and a $0.44 increase in in-park per capita spending to $48.13 on a same-park basis. The increase in attendance, particularly season pass visitation, was driven by strong season pass sales, favorable third quarter weather conditions and the introduction of new immersive events, including the inaugural WinterFest at Canada's Wonderland. The increase in in-park per capita spending was attributable to higher guest spending in food and beverage driven by the continued investment in our food and beverage offerings and in extra-charge products, particularly front-of-line products, driven by higher attendance levels. Out-of-park revenues increased $11.5 million to $163.7 million on a same-park basis largely due to an increase in online transaction fees charged to customers and the acquisition of the Sawmill Creek Resort at Cedar Point. Amounts remitted to outside parties under concessionaire arrangements increased $2.8 million to $42.2 million on a same-park basis, reflecting higher attendance and food and beverage demand.

Operating costs and expenses on a same-park basis increased by $70.7 million, or 8%, to $963.1 million. The increase was the result of an $8.6 million increase in COGS, a $37.8 million increase in operating expenses and a $24.2 million increase in SG&A expense on a same-park basis. COGS as a percentage of food, merchandise, and games net revenue was comparable. Operating expenses grew by $37.8 million primarily due to increased labor costs for seasonal, full-time and maintenance labor largely driven by planned wage and rate increases and related benefits, as well as incremental operating costs associated with new and expanded immersive events, including the inaugural WinterFest at Canada's Wonderland. The $24.2 million increase in SG&A expense was attributable to $7.2 million of acquisition-related costs, increased transaction fees related to higher sales volume, increased full-time wages, higher technology related costs, and an increase in marketing expense. Depreciation and amortization expense increased $12.2 million to $167.8 million on a same-park basis due to growth in capital improvements and the change in estimated useful lives for a series of specific assets in anticipation of future disposal.

After the same-park basis fluctuations described above, and the fluctuations of loss on impairment / retirement of fixed assets and gain on sale of investment, which were not materially impacted by the acquisition of the Schlitterbahn parks, operating income on a same-park basis increased $6.9 million. The fluctuations in interest expense, net effect of swaps, loss on early debt extinguishment, foreign currency (gain) loss, and provision for taxes on a same-park basis were not materially impacted by the acquisition of the Schlitterbahn parks. After these items, net income on a same-park basis increased $33.7 million to $160.4 million for 2019.

For 2019,2023, Adjusted EBITDA increased $36.9decreased $24.3 million to $504.7 million from $467.8 million for 2018. Adjusted EBITDA on a same-park basis increased $21.2 million, or 5%, due to increased net revenues driven by higher attendance, in-park per capita spending and out-of-park revenues offset by higher expenses, particularly for planned increases in labor and operating supply costs and variable costs associated with higher attendance, such as COGS and transaction fees. Our Adjusted EBITDA margin for 2019 decreased 50 basis points ("bps")1.1% compared with our Adjusted EBITDA margin for 2018. Adjusted EBITDA margin on a same-park basis decreased 60 bps due to the planned expense increases2022. The decreases in labor and operating supply costs, including costs for new facilities and immersive events. Adjusted EBITDA and Adjusted EBITDA margin were computeddue to a decrease in net revenues driven by a decline in attendance during the same manner onfirst six months of 2023, and to a same-park basis (3).lesser extent, higher advertising, land lease and insurance claim costs.

(3)    Adjusted EBITDA for 2019 excluding the Schlitterbahn parks' results was calculated as net income of $160.4 million plus interest expense of $100.4 million, interest income of $2.0 million, provision for taxes of $42.8 million, depreciation and amortization expense of $167.8 million, net effect of swaps charge of $16.5 million, non-cash foreign currency gain of $21.1 million, non-cash equity compensation expense of $12.4 million, loss on impairment / retirement of fixed assets of $4.7 million, and acquisition-related costs of $7.2 million.

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Liquidity and Capital Resources

Our principal sources of liquidity typically include cash from operating activities, funding from our long-term debt obligations and existing cash on hand. Due to the seasonality of our business, we typically fund pre-opening operations with revolving credit borrowings. Revolving credit borrowings are typically reduced with our positive cash flow during the seasonal operating period. Our primary uses of liquidity typically include operating expenses, partnership distributions, capital expenditures, interest payments, andpartnership distributions, income tax obligations.

Due to the negative effects of the COVID-19 pandemic, we took steps in 2020 to secure additional liquidityobligations, and to obtain relief from certain financial covenants including the issuance of $1.3 billion of senior notes, amendment of our term debt and revolving credit agreement, reducing operating expenses, including labor costs, suspending capital expenditures, and suspending quarterlyrecently, limited partnership distributions. Due to limited open operations during 2020, our 2020 liquidity needs were funded from cash on hand from the recently issued senior notes.unit repurchases. As of December 31, 2020,2023, we had cash on hand of $376.7$65.5 million and $359.1 million of available borrowingsavailability under our revolving credit facility.facility of $280.1 million. Based on this level of liquidity, we have concluded that we will have sufficient liquidity to satisfy our obligations and remain in compliance with our debt covenants at least through the first quarter of 2022 assuming partial operations in 2021.2025.

In the long term, and as restrictions to mitigate the spread of COVID-19 are lifted and our properties are able to resume full operations, management is focused on pursuing business process efficiencies and cost savings opportunities identified as a result of the COVID-19 pandemic, optimizing the Company's organizational structure with an aim for margin expansion, and reducing the Company's leverage. Also, in the long term, management anticipates returning to historic annual capital expenditure investments of 9-10% of revenues. We have no material, long-term commitments for new rides and attractions. Management is also committed to reinstituting quarterly partnership distributions when it is appropriate to do so and it is permissible under the Third Amended 2017 Credit Agreement and our other debt covenants.

In the short term, and as we prepare our properties for the 2021 operating season, we expect to invest $30-35between $210 million and $220 million in capital expenditures specifically for essential compliancethe 2024 operating season, which will include the debut of a world-class roller coaster at Cedar Point, a dive coaster at Dorney Park, an expansion of Kings Island's award winning children's area, new water park attractions at Canada's Wonderland, the world's first water coaster for kids at Schlitterbahn New Braunfels and infrastructure requirements,other rides and attractions, as well as upgraded and expanded food and beverage facilities.

We paid a partnership distribution of $0.30 per limited partner unit on December 20, 2023. On February 15, 2024, we announced that our Board declared an additional partnership distribution of $0.30 per limited partner unit, which will be payable on March 20, 2024 to unitholders of record on March 6, 2024.

On August 3, 2022, we announced the completionBoard of select unfinished projects from 2020. Many new rides and attractions plannedDirectors approved a unit repurchase plan authorizing the Partnership to repurchase units for an aggregate purchase price of not more than $250 million. As of April 12, 2023, we repurchased all remaining availability under the 2020 operating season have yetAugust 2022 repurchase program resulting in a total of 6.0 million units repurchased at an average price of $41.93 per limited partner unit. On May 4, 2023, we announced that our Board of Directors authorized the Partnership to be introduced to our guests.repurchase more units for an additional aggregate amount of not more than $250 million. We may invest inrepurchased 0.3 million units under the May 2023 repurchase program at an average price of $38.27 per limited partner unit during 2023. See Note 8 for additional capital expenditures over the 2021 operating season as conditions permit. Due to the issuance of $1.3 billion of senior notes in 2020, weinformation.

We anticipate an increase in cash interest payments of $45between $140 million in 2021 to approximately $175and $150 million in annual cash interest.during 2024. We are expecting to receive $55.4 million in tax refunds attributable to the net operating loss in 2020 being carried back to prior years in the United States and an additional $11.9 million in tax refunds attributable to net operating losses being carried back to prior years in Canada. We anticipate receiving these tax refunds in the fourth quarter of 2021. Also, in 2021, we anticipate cash payments for income taxes to range from $5$50 million to $10$60 million exclusive of these tax refunds. We anticipate funding our 2021 liquidity needs from cash on hand and cash from operating activities.in 2024.

As of December 31, 2023, deferred revenue totaled $191.6 million, including non-current deferred revenue. This represented an increase of $19.0 million compared with total deferred revenue as of December 31, 2022. The increase in total deferred revenue was largely attributable to higher season-long product sales for the date of this Form 10-K, we anticipate that we will spend $40-50 million per month during the first quarter of 2021 as we prepare our parks for opening in the second quarter of 2021. Our estimate includes projected operating expenses, capital expenditures, income tax obligations, and interest payments. We have made significant estimates and assumptions to estimate the impact of the COVID-19 pandemic on our business, including financial results in the near and long term. Actual results could materially differ from these estimates. We have not provided a longer period estimate due to the volatility of the current operating environment.subsequent season.

Operating Activities
Net cash forfrom operating activities in 20202023 totaled $416.5$325.7 million, a decrease of $82.0 million compared with 2022 and an increase of $124.4 million compared with 2021. The decrease from 2022 was largely driven by tax refunds received in 2022 related to 2020 net cashoperating losses carried back to prior years, as well as costs related to the proposed merger in 2023. The increase from operating activities of $403.0 million in 2019. The variance2021 was attributable to lower earnings in 2021 as a result of the COVID-19 disruption. Net cash from operating activities in 2019 increased $52.3 million compared with 2018. The increase was driven primarily by higher season-long product sales for the subsequent operating season, an increase in accrued income taxes due to an increase in income before taxes and the timing of payments, and an increase in accrued interestdisrupted operations due to the 2029 senior notes issued in 2019.COVID-19 pandemic.

Cash interest payments totaled $130.4$135.7 million in 20202023 compared with $85.6$137.7 million in 2019.2022 and $174.3 million in 2021. The increasedecrease in cash interest payments from 20192022 was attributable to the 2025repayment of our senior secured term loan facility and related termination of our interest rate swap agreements during the third quarter of 2022 somewhat offset by additional revolver borrowings in 2023. The decrease in cash interest payments from 2021 was attributable to the redemption of the 2024 senior notes in December 2021, as well as the repayment of our senior secured term loan facility and 2028 senior notes issuancesrelated termination of our interest rate swap agreements during 2020 offset by less outstanding term debt in 2020 following a $463.3 million prepayment in the secondthird quarter of 2020. Cash2022. Net cash payments for income taxes totaled $1.8$45.0 million in 20202023 compared with $40.8net cash refunds of $47.2 million in 2019.2022 and net cash payments of $10.1 million in 2021. The decreasevariance in cash payments (refunds) for income taxes from 20192022 was attributable to an increase$90.7 million in pretaxtax refunds received in 2022 for the net operating loss from our taxable subsidiaries, as well as expected benefits fromin tax year 2020 being carried back to prior years. The net cash payments in 2021 were lower due to the CARES Act.impact of disrupted operations in 2021.

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Investing Activities
Net cash for investing activities in 20202023 totaled $120.8$220.4 million, a decrease of $479.4$347.1 million compared with 2019. The decreasenet cash from 2019 was attributable to multiple causes. First,investing activities in 20202022 and due to the effectsan increase of the COVID-19 pandemic, we reduced our capital spending by approximately $60$162.6 million from our initial capital expenditures budget to maintain flexibility and retain liquidity. Second, in 2019,compared with net cash for investing activities included the acquisitions of the Schlitterbahn parks and Sawmill Creek Resort which totaled $270.2 million and the purchase of the land at California's Great Americain 2021. The decrease from the City of Santa Clara for $150.3 million. Net cash for investing activities in 2019 increased $410.5 million compared with 2018. The increase from 20182022 was
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attributable to the acquisitions ofproceeds from the Schlitterbahn parks and Sawmill Creek Resort and the purchasesale of the land at California's Great America in 2019.2022 somewhat offset by higher capital spending in 2023 driven by the timing of spending on capital expenditure projects. The increase from 2021 was attributable to a planned reduction in capital spending in 2021 to retain liquidity as a result of the impact of the COVID-19 pandemic.

Financing Activities
Net cash fromfor financing activities in 20202023 totaled $730.9$143.0 million, an increasea decrease of $460.4$346.6 million compared with 2019.2022 and a decrease of $323.4 million compared with 2021. The increasevariances from 2019 was2022 and 2021 were primarily attributable to the net cash proceeds fromtiming of debt payments. We reduced our outstanding debt by redeeming the April 2020 financing events and the issuance of the 20282024 senior notes in the fourth quarter of 2020 compared with the 20292021 and by repaying our senior notes issuancesecured term loan facility in 2019. The increase from 2019 was2022. In 2022, we also repurchased additional limited partnership units. These decreases were somewhat offset by the suspension of quarterlyhigher partnership distributions following the first quarter 2020 partnership distribution. Net cash from financing activities in 2019 increased $487.0 million compared with net cash for financing activities in 2018. The increase from 2018 was primarily due to the net cash proceeds from the 2029 senior notes issuance in 2019.2023.

Contractual Obligations
As of December 31, 2020,2023, our primary contractual obligations consisted of outstanding long-term debt agreements and related derivative agreements. We also have various commitments under our lease agreements; see Note 11. Before reduction for debt issuance costs, and original issue discount, our long-term debt agreements consisted of the following:

$264 million of senior secured term debt, maturing in April 2024 under our Third Amended 2017 Credit Agreement. The term debt bears interest at London InterBank Offering Rate ("LIBOR") plus 175 bps, under amendments we entered into on March 14, 2018. The pricing terms for the amendment reflected $0.9 million of Original Issue Discount ("OID"). Following a $463.3 million prepayment during the second quarter of 2020, we do not have any required remaining quarterly payments. Therefore, we had no current maturities as of December 31, 2020.

$1.0 billion of 5.500% senior secured notes, maturing in May 2025, issued at par. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 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 and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2025 senior notes pay interest semi-annually in May and November.

$450 million of 5.375% senior unsecured notes, maturing in June 2024, issued at par. The 2024 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2024 senior notes pay interest semi-annually in June and December.

$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued at par. The 2027 senior notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 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 and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2027 senior notes pay interest semi-annually in April and October.

$300 million of 6.500% senior unsecured notes, maturing in October 2028, issued at par. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 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 and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2028 senior notes pay interest semi-annually in April and October, beginning April 1, 2021.October.

$500 million of 5.250% senior unsecured notes, maturing in July 2029, issued at par. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 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 and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2029 senior notes pay interest semi-annually in January and July.

No borrowings under the $375$300 million senior secured revolving credit facility under our Third Amended 2017 Credit Agreementcurrent credit agreement with a Canadian sub-limit of $15 million. $300 million of theThe revolving credit facility bears interest at LIBORSecured Overnight Financing Rate ("SOFR") plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250with a SOFR adjustment of 10 bps per annum and a floor of zero, and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the credit facilities. The remaining $75senior secured revolving credit facility matures on February 10, 2028, provided that the maturity date will be (x) January 30, 2025 if at least $200 million of the revolving
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Table2025 senior notes remain outstanding as of Contents
credit facility bears interestthat date, or (y) January 14, 2027 if at LIBOR plus 300 bps or CDOR plus 200 bps and requires the payment of a 37.5 bps commitment fee per annum on the unused portionleast $200 million of the 2027 senior notes remain outstanding as of that date. The credit facilities. The $300 million revolving credit facility is scheduled to mature in December 2023 and the $75 million revolving credit facility is scheduled to mature in April 2022. The Third Amended 2017 Credit Agreementagreement provides for the issuance of documentary and standby letters of credit. After letters of credit, which totaled $15.9$19.9 million as of December 31, 20202023 and $15.4 million as of December 31, 2019,2022, we had available borrowingsavailability under our revolving credit facility of $359.1$280.1 million as of December 31, 20202023 and $259.6 million as of December 31, 2019.2022. Our letters of credit are primarily in place to backstop insurance arrangements. The maximum outstanding balance under our revolving credit facility was $140.0 million during the year ended December 31, 2020 and $150.0 million during the year ended December 31, 2019.

As of December 31, 2020 and December 31, 2019, we had four interest rate swap agreements that matured on December 31, 2020 and converted $500 million of variable-rate debt to a fixed rate of 4.39%. We have four additional interest rate swap agreements that convert the same notional amount of variable-rate debt to a fixed rate of 4.63% for the period December 31, 2020 through December 31, 2023. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of December 31, 2020, the fair market value of our swap portfolio was a liability of $39.1 million compared with a liability of $23.2 million as of December 31, 2019. As of December 31, 2020, the total fair value of our swap portfolio was classified as long-term and recorded in "Derivative Liability" within the consolidated balance sheet. As of December 31, 2019, $5.1 million of the fair value of our swap portfolio was classified as current and recorded in "Other accrued liabilities", and $18.1 million was classified as long-term and recorded in "Derivative Liability" within the consolidated balance sheet.

The Third Amended 2017 Credit Agreement, as amended, includes (i) a Senior Secured Leverage Ratio of 4.50x3.75x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which will step downEBITDA. This financial covenant is only required to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA Quarters"), (ii) a requirement that we maintain a minimum liquidity level of at least $125 million,be tested at all times, until the earlier of December 31, 2022 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022), (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of aany fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. As of December 31, 2020, wein which revolving credit facility borrowings are outstanding. We were in compliance with the applicable financial covenants under the Third Amended 2017 Credit Agreement.our credit agreement during 2023.

Our credit agreement and fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 20242027 senior notes, which includes the most restrictive of these Restricted Payments provisions, under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x,5.25x, we can still make Restricted Payments of $60$100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x,5.25x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greaterless than 5.00x5.25x as of December 31, 2020.

As market conditions warrant, we may from time to time repurchase our outstanding debt securities, in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.2023.

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On November 9, 2023, we entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes (the "Consent Solicitation"). The Amendments enable us to select November 2, 2023, the date the merger agreement with Six Flags was entered into, as the testing date for purposes of calculating, with respect to the proposed merger and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023. The Amendments require a payment upon or immediately prior to the consummation of the merger (the "Consent Payment").

Financial and Non-Financial Disclosure About Issuers and Guarantors of our Registered Senior Notes

As discussed within the Long-Term Debt footnote at Note 86, we have issued fivehad four tranches of fixed rate senior notes:notes outstanding at December 31, 2023: the 2024, 2025, 2027, 2028 and 2029 senior notes (“senior notes”).notes. The 2024, 2027, 2028 and 2029 senior notes (the “registered senior notes”) have beenwere registered under the Securities Act of 1933. The 2025 and 2028 senior notes were sold in a private placement in reliance on exemptions from registration under the Securities Act of 1933. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the 2024 senior notes. Cedar Fair, L.P., Cedar Canada, Magnum, and Millennium Operations LLC (“Millennium”) are the co-issuers of the 2027, 2028 and 2029 senior notes. Our senior notes have been irrevocably and unconditionally guaranteed, on a joint and several basis, by each 100%wholly owned subsidiary of Cedar Fair (other than the co-issuers). There are no non-guarantor subsidiaries. that guarantees our credit facilities under our credit agreement. A full listing of the issuers and guarantors of our registered senior notes can be found within Exhibit 22, and additional information with respect to our registered senior notes and the related guarantees follows.

The 2024, 2027, 2028 and 2029 senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt, including the other registered senior notes and the 2028 senior notes. However, the 2024, 2027, 2028 and 2029 senior notes are rankedrank effectively junior to ourany secured debt under the Third Amended 2017 Credit Agreement, as amended, and the 2025 senior notes to the extent of the value of the assets securing such debt.

In the event that the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor is released from its obligations under our senior secured credit facilities (or the Third Amended 2017 Credit Agreement)Agreement, as amended), such entity will also be released from its obligations under the registered senior notes. In addition, the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor can be released from its obligations under the 2024, 2027, 2028 and 2029 senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the 2024, 2027, 2028 and 2029 senior notes: i) any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of Cedar Fair or a sale or disposition of all or substantially all of the assets of such entity; ii) if such entity is dissolved or liquidated; iii) if we designate such entity as an Unrestricted Subsidiary; iv) upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary of Cedar Fair or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.

The obligations of each guarantor are limited to the extent necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. This provision may not, however, protect a guarantee from being voided under fraudulent transfer law, or may reduce the applicable guarantor’s obligation to an amount that effectively makes its guarantee worthless. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness of the guarantor, and depending on the amount of such indebtedness, could reduce the guarantee to zero. Each guarantor that makes a payment or distribution under a guarantee is entitled to a pro rata contribution from each other guarantor based on the respective net assets of the guarantors.

The following tables provide summarized financial information for each of our co-issuers and guarantors of the 2024, 2027, 2028 and 2029 senior notes.notes (the "Obligor Group"). We have presented each entity that is a co-issuer of any series of the registered senior notes separately. The subsidiaries that guarantee the 2027 and 2029registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries have not been eliminated. TheCertain subsidiaries thatof Cedar Fair did not guarantee the 2024our credit facilities or senior notes includeas the guarantor subsidiary group,assets and results of operations of these subsidiaries were immaterial (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $14.3 million as well as Millennium. Millennium is a co-issuer under the 2027of December 31, 2023 and 2029 senior notes and a guarantor under the 2024 senior notes. There are no non-guarantor subsidiaries.

December 31, 2022.

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Summarized Financial Information



(In thousands)
Summarized Financial Information



(In thousands)
Cedar Fair L.P. (Parent)Magnum
(Co-Issuer Subsidiary)
Cedar Canada
(Co-Issuer Subsidiary)
Millennium
(Co-Issuer 2027 & 2029
Guarantor 2024)
Guarantor Subsidiaries (1)
Balance as of December 31, 2020
Summarized Financial Information

(In thousands)
Summarized Financial Information

(In thousands)
Balance as of December 31, 2023
Balance as of December 31, 2023
Balance as of December 31, 2023
Current Assets
Current Assets
Current AssetsCurrent Assets$421 $33,985 $44,465 $464,779 $1,033,489 
Non-Current AssetsNon-Current Assets(31,953)994,682 528,281 2,311,502 1,833,932 
Non-Current Assets
Non-Current Assets
Current Liabilities
Current Liabilities
Current LiabilitiesCurrent Liabilities488,799 573,244 18,235 200,107 42,224 
Non-Current LiabilitiesNon-Current Liabilities146,106 44,778 461,903 2,370,939 93,430 
Balance as of December 31, 2019
Non-Current Liabilities
Non-Current Liabilities
Balance as of December 31, 2022
Balance as of December 31, 2022
Balance as of December 31, 2022
Current Assets
Current Assets
Current AssetsCurrent Assets$182 $2,568 $104,993 $198,816 $1,039,345 
Non-Current AssetsNon-Current Assets641,742 1,381,226 551,471 2,344,117 2,071,112 
Non-Current Assets
Non-Current Assets
Current Liabilities
Current Liabilities
Current LiabilitiesCurrent Liabilities651,890 454,376 22,974 183,101 63,520 
Non-Current LiabilitiesNon-Current Liabilities— 144,468 463,527 1,583,782 99,504 
Non-Current Liabilities
Non-Current Liabilities
Year Ended December 31, 2023
Net revenues$87,790 $478,478 $173,321 $1,935,516 $447,639 
Operating income (loss)84,005 (153,697)67,459 126,165 182,687 
Net income125,284 72,213 98,108 — 263,071 
Year Ended December 31, 2022
Net revenues$210,192 $522,915 $179,180 $2,174,828 $320,682 
Operating income (loss)207,251 (116,440)80,880 124,469 224,675 
Net income308,808 141,776 65,665 — 216,578 


Summarized Statement of Operations



(In thousands)
Cedar Fair L.P. (Parent)Magnum
(Co-Issuer Subsidiary)
Cedar Canada
(Co-Issuer Subsidiary)
Millennium
(Co-Issuer 2027 & 2029
Guarantor 2024)
Guarantor Subsidiaries
(1)
Year Ended December 31, 2020
Net revenues$— $102 $440 $510,077 $152,257 
Operating (loss) income(199,250)(323,293)(37,655)109,688 (121,498)
Net loss(590,243)(361,061)(54,046)— (149,903)
Year Ended December 31, 2019
Net revenues$96,986 $369,633 $149,792 $1,092,584 $398,922 
Operating income (loss)93,795 (67,845)54,294 68,923 160,272 
Net income172,365 119,541 72,209 — 169,281 

(1)With respect to the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other guarantor subsidiaries that have been presented on a combined basis, the following additional intercompany balances and transactions between Millennium and such other guarantor entities would be eliminated: Non-Current Assets - $2,201.8 million as of December 31, 2020 and $2,141.8 million as of December 31, 2019; and Net revenues - $130.3 million as of December 31, 2020 and $121.1 million as of December 31, 2019. Combined amounts for all guarantors of the 2024 senior notes for all other line items within the table would be computed by adding the amounts in the Millennium and Guarantor Subsidiaries columns.

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Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks from fluctuations in interest rates and to a lesser extent on currency exchange rates on our operations in Canada, and from time to time, on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We typically manage interest rate risk using a combination of fixed-rate long-term debt, interest rate swaps that fix our variable-rate long-term debt, and variable-rate borrowings under oura revolving credit facility. Translation exposures with regard to our Canadian operations are not hedged.

NoneWe repaid all of our outstanding variable-rate long-term debt during the third quarter of 2022 and subsequently terminated our interest rate swap agreements are designatedagreements. Therefore, as hedging instruments. Changes in fair value of derivative instruments that do not qualify for hedge accounting or were de-designated are reported as "Net effect of swaps" in the consolidated statements of operations and comprehensive (loss) income.

As of December 31, 2020, on an adjusted basis after giving effect to the impact of interest rate swap agreements,2023, all of our outstanding long-term debt represented fixed-rate debt except for revolving credit borrowings. Assuming anthe daily average balance over the past twelve months on our revolving credit borrowings of approximately $14.6$73.1 million, a hypothetical 100 bps increase in 30-day LIBORSOFR on our variable-rate debt (including term debt and not considering the impact of our interest rate swaps) would lead to an increase of approximately $2.8$0.7 million in cash interest costs over the next twelve months.

Assuming a hypothetical 100 bps increase in 30-day LIBOR, the amount of net cash interest paid on our derivative portfolio would decrease by $2.6 million over the next twelve months.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $2.9$6.7 million decrease in annual operating lossincome for the year ended December 31, 2020.2023.


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Forward Looking Statements

Some of the statements contained in this report (including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs, goals and strategies regarding the future. These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and uncertaintiesassumptions that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.correct, that our growth strategies will achieve the targeted results, that the proposed transaction with Six Flags will close or that the Company will realize the anticipated benefits thereof. Important risk factors that may cause such a difference and could adversely affect attendance at our parks, our future financial performance, our growth strategies and/or the proposed transaction, and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease, include, but are not limited to: general economic conditions, the impacts of public health concerns; adverse weather conditions; competition for consumer leisure time and spending; unanticipated construction delays; changes in our capital investment plans and projects; the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction and Six Flags stockholder approval; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the proposed transaction, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Cedar Fair, Six Flags or their respective directors and others following announcement of the merger agreement and proposed transaction; the inability to consummate the transaction due to the failure to satisfy other conditions to complete the transaction; risks that the proposed transaction disrupts and/or harms current plans and operations of Cedar Fair or Six Flags, including that management’s time and attention will be diverted on transaction-related issues; the amount of the costs, fees, expenses and charges related to the transaction, including the possibility that the transaction may be more expensive to complete than anticipated; the ability of Cedar Fair and Six Flags to successfully integrate their businesses and to achieve anticipated synergies and value creation; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting Cedar Fair and Six Flags; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction that could affect Cedar Fair’s and/or Six Flags’ financial performance and operating results; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; other factors, including those listed under Item 1A in this Form 10-K could adversely affect our future financial performance10-K; and cause actual results to differ materially from our expectations.those risks that are described in the registration statement on Form S-4 and the accompanying proxy statement/prospectus. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this document.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information appearing under the subheading "Quantitative and Qualitative Disclosures about Market Risk" under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report is incorporated herein by reference.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

CEDAR FAIR, L.P.
FINANCIAL STATEMENTS INDEX

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Unitholders and the Board of Directors of
Cedar Fair, L.P.

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Cedar Fair, L.P., and subsidiaries (the "Partnership") as of December 31, 20202023 and 2019,2022, the related consolidated statements of operations and comprehensive (loss) income (loss), partners' equity (deficit),deficit, and cash flows for each of the three years in the period ended December 31, 2020,2023, and the related notes (collectively referred to as the “financial statements”). We also have audited the Partnership's internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020,2023, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

Basis for Opinions
The Partnership's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Partnership's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit MatterMatters
The critical audit mattermatters communicated below is a matterare matters arising from the current-period audit of the financial statements that waswere communicated or required to be communicated to the audit committee and that (1) relatesrelate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit mattermatters below, providing a separate opinionopinions on the critical audit mattermatters or on the accounts or disclosures to which it relates.they relate.
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Schlitterbahn Goodwill ValuationDeferred Revenues - Revenue Recognition of Multi-Use Season Long Products for Admission - Refer to Notes 2 and 3 4in the consolidated financial statements
Critical Audit Matter Description
The Partnership defers revenue for its multi-use products, including season-long products for admissions, dining, beverages, and 7other products and recognizes revenues over the estimated number of uses expected for each type of product. The Partnership estimates a redemption rate for each multi-use season long product for admission using historical and forecasted uses at each park. Revenue is then recognized on a pro-rated basis based on the estimated allocated selling price of the multi-use season long products for admission and the estimated uses of that product. During the third quarter of 2023, management began selling multi-use season long products for admission for the 2024 operating season. These products include providing the customer park access for the remainder of the 2023 operating season, while also providing the customer with admission for the 2024 operating season.

We identified the amount of deferred revenue associated with the multi-use season long products for admission for selected parks as a critical audit matter because of significant judgments made by management in estimating the amount of revenue that should be recognized in each fiscal year, which in turn led to a high degree of auditor judgment and increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the amount of deferred revenue associated with the multi-use season long products for admission for selected parks that should be recognized in each fiscal year included the following, among others:
We tested the effectiveness of controls over deferred revenue and revenue recognition related to multi-use season long products for admission for selected parks.
We performed transaction testing for deferred revenue associated with the multi-use season long products for admission for selected parks by agreeing the amounts recorded as deferred revenue to source documents and determined that products sold related to items that are deferred in nature.
We tested the completeness of deferred revenue associated with the multi-use season long products for admission for selected parks by making selections from a reciprocal population such as the cash and credit card receipt listings from selected days and determined whether the cash received was appropriately recorded as deferred revenue in the general ledger.
We developed an independent expectation of the total deferred revenue balances for selected parks and compared such expectation to the recorded amount for reasonableness.
We developed independent expectations of 2023 admissions revenue related to 2024 multi-use season long products for admission for selected parks and compared such expectations to the recorded revenue amount.

Goodwill - Schlitterbahn Reporting Unit - Refer to Notes 2 and 5 to the consolidated financial statements
Critical Audit Matter Description
The Partnership’sPartnership's evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The Partnership determines the fair value of its reporting units using the discounteda combination of an income (discounted cash flow modelflow) approach and the market approach. The determination of the fair value using the discounted cash flow modelincome approach requires management to make significant assumptions related to long-termterminal value growth rates and discount rates.weighted-average cost of capital. The determination of the fair value using the market approach requires management to make significant assumptions related to the selection of comparable guideline publicpublicly traded companies and the valuationcash flow multiples to determine the fair value. The goodwill balance was $267$265 million as of December 31, 2020,2023, of which $93 million was allocated to the Schlitterbahn WaterparksWaterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston Reporting Unit (“Schlitterbahn”("Schlitterbahn"). During

We identified certain valuation assumptions in support of goodwill for Schlitterbahn as a critical audit matter because of the current year two triggering events were identified andsignificant judgment made by management in determining those valuation assumptions when determining the fair value of the Schlitterbahn reporting unit did not exceed its carrying value resulting in impairment charges of $74 million and $11 million for the quarters ended March 29, 2020 and September 27, 2020, respectively. The fair value of the Schlitterbahn reporting unit equaled its carrying value as of the measurement date of September 28, 2020 and at December 31, 2020 there was no triggering event, therefore, no additional impairment was recognized.

Given the significant estimates and assumptions management makes to estimate the fair value of Schlitterbahn and the sensitivity of Schlitterbahn’s operations to changes in demand, performing audit procedures to evaluate the reasonableness of management’s estimates and assumptionsSchlitterbahn. This required a high degree of auditor judgment and an increased extent of effort, including the need to involveinclude our fair value specialists.specialists, when performing audit procedures to evaluate the reasonableness of management's estimates and assumptions related to the terminal value growth rate, weighted-average cost of capital, comparable publicly traded companies, and cash flow multiples.

How the Critical Audit Matter wasWas Addressed in the Audit
Our audit procedures related to the selection of the long-term growth rate and discount rate for the Schlitterbahn reporting unit and therelated to selection of the terminal value growth rate, weighted-average cost of capital, comparable guideline publicpublicly traded companies and the valuationcash flow multiples. Those procedures included the following, among others:
We tested the effectiveness of controls over management’smanagement's goodwill impairment evaluation including those overrelated to the determination of the fair value of Schlitterbahn, such as controls related to management’smanagement's selection of the discount rate, long-termterminal value growth rate, weighted-average cost of capital, comparable guideline publicpublicly traded companies, and valuationcash flow multiples.
We evaluated the reasonableness of management’s revenue and operating margin forecasts by comparing the forecasts to (1) internal communications to management and the Board of Directors and (2) information included in the Partnership’s press releases as well as in analyst and industry reports for the Partnership and companies in its peer group.
We considered the impact of changes in the regulatory and operating environment on management’s assumptions.
With the assistance of our fair value specialists, we evaluated the long-termterminal value growth rate and discount rate,weighted-average cost of capital, including testing the underlying source information and the mathematical accuracy of the calculations, and developing ranges of independent estimates and comparing those to the long-termterminal value growth rate and discount ratesweighted-average cost of capital selected by management.
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With the assistance of our fair value specialists, we evaluated the selected guideline publiccomparable publicly traded companies and valuationcash flow multiples, including testing the underlying source information and mathematical accuracy of the calculations, and comparing the multiples selected by management to its comparable guideline publicpublicly traded companies.

/s/ DELOITTE & TOUCHE LLP

Cleveland, Ohio
February 19, 202116, 2024

We have served as the Partnership’s auditor since 2004.
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CEDAR FAIR, L.P.
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31, 2020December 31, 2019 December 31, 2023December 31, 2022
ASSETSASSETS
Current Assets:Current Assets:
Current Assets:
Current Assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalentsCash and cash equivalents$376,736 $182,252 
ReceivablesReceivables34,445 63,106 
InventoriesInventories47,479 32,902 
Current income tax receivable69,104 
Prepaid insurance
Other current assetsOther current assets26,747 15,921 
554,511 294,181 
Other current assets
Other current assets
208,840
Property and Equipment:Property and Equipment:
Land
Land
LandLand442,708 441,038 
Land improvementsLand improvements467,176 460,534 
BuildingsBuildings849,404 816,780 
Rides and equipmentRides and equipment1,962,324 1,907,544 
Construction in progressConstruction in progress75,507 70,731 
3,797,119 3,696,627 
4,004,195
Less accumulated depreciationLess accumulated depreciation(1,995,138)(1,855,019)
1,801,981 1,841,608 
1,635,333
GoodwillGoodwill266,961 359,654 
Other Intangibles, netOther Intangibles, net50,288 59,899 
Right-of-Use AssetRight-of-Use Asset13,527 14,324 
Other AssetsOther Assets6,144 11,479 
$2,693,412 $2,581,145 
$
LIABILITIES AND PARTNERS’ EQUITYLIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:Current Liabilities:
Current maturities of long-term debt$$7,500 
Current Liabilities:
Current Liabilities:
Accounts payable
Accounts payable
Accounts payableAccounts payable14,272 29,344 
Deferred revenueDeferred revenue183,354 151,377 
Accrued interestAccrued interest33,718 21,442 
Accrued taxesAccrued taxes10,775 39,237 
Accrued salaries, wages and benefitsAccrued salaries, wages and benefits24,975 29,549 
Self-insurance reservesSelf-insurance reserves22,322 24,665 
Other accrued liabilitiesOther accrued liabilities10,565 21,024 
402,726
Deferred Tax Liability
299,981 324,138 
Deferred Tax Liability39,595 82,046 
Derivative Liability39,086 18,108 
Lease LiabilityLease Liability10,483 10,600 
Lease Liability
Lease Liability
Other Liabilities
Other Liabilities
Other LiabilitiesOther Liabilities16,460 10,336 
Long-Term Debt:Long-Term Debt:
Term debt255,025 714,150 
NotesNotes2,699,219 1,431,733 
2,954,244 2,145,883 
Notes
Notes
2,275,451
Commitments and Contingencies (Note 2)
Commitments and Contingencies (Note 2)
Partners’ Deficit:Partners’ Deficit:
Special L.P. interestsSpecial L.P. interests5,290 5,290 
Special L.P. interests
Special L.P. interests
General partnerGeneral partner(7)(1)
Limited partners, 56,706 and 56,666 units outstanding as of December 31, 2020 and December 31, 2019, respectively(674,319)(25,001)
Limited partners, 51,013 and 52,563 units outstanding as of December 31, 2023 and December 31, 2022, respectively
Accumulated other comprehensive incomeAccumulated other comprehensive income2,599 9,746 
(666,437)(9,966)
$2,693,412 $2,581,145 
(582,962)
$
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per unit amounts)

Years Ended December 31,
202320222021
Net revenues:
Admissions$894,728 $925,903 $674,799 
Food, merchandise and games613,969 602,603 432,513 
Accommodations, extra-charge products and other289,971 288,877 230,907 
1,798,668 1,817,383 1,338,219 
Costs and expenses:
Cost of food, merchandise and games revenues159,830 164,246 112,466 
Operating expenses860,154 864,304 698,242 
Selling, general and administrative296,458 260,592 219,758 
Depreciation and amortization157,995 153,274 148,803 
Loss on impairment / retirement of fixed assets, net18,067 10,275 10,486 
Gain on sale of land— (155,250)— 
Loss on other assets— — 129 
1,492,504 1,297,441 1,189,884 
Operating income306,164 519,942 148,335 
Interest expense141,770 151,940 184,032 
Net effect of swaps— (25,641)(19,000)
Loss on early debt extinguishment— 1,810 5,909 
(Gain) loss on foreign currency(5,525)23,784 6,177 
Other income(2,683)(3,608)(300)
Income (loss) before taxes172,602 371,657 (28,483)
Provision for taxes48,043 63,989 20,035 
Net income (loss)124,559 307,668 (48,518)
Net income (loss) allocated to general partner— 
Net income (loss) allocated to limited partners$124,558 $307,665 $(48,518)
Net income (loss)$124,559 $307,668 $(48,518)
Other comprehensive (loss) income (net of tax):
Foreign currency translation(908)6,666 6,344 
Other comprehensive (loss) income (net of tax)(908)6,666 6,344 
Total comprehensive income (loss)$123,651 $314,334 $(42,174)
Basic income (loss) per limited partner unit:
Weighted average limited partner units outstanding50,938 55,825 56,610 
Net income (loss) per limited partner unit$2.45 $5.51 $(0.86)
Diluted income (loss) per limited partner unit:
Weighted average limited partner units outstanding51,508 56,414 56,610 
Net income (loss) per limited partner unit$2.42 $5.45 $(0.86)
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOMEPARTNERS’ DEFICIT
(In thousands, except per unit amounts)

Years Ended December 31,
202020192018
Net revenues:
Admissions$67,852 $795,271 $737,676 
Food, merchandise and games76,921 473,499 433,315 
Accommodations, extra-charge products and other36,782 206,155 177,539 
181,555 1,474,925 1,348,530 
Costs and expenses:
Cost of food, merchandise and games revenues27,991 126,264 114,733 
Operating expenses347,782 642,200 584,350 
Selling, general and administrative108,118 222,252 193,333 
Depreciation and amortization157,549 170,456 155,529 
Loss on impairment / retirement of fixed assets, net8,135 4,931 10,178 
Loss on impairment of goodwill and other intangibles103,999 
Gain on sale of investment(11)(617)(112)
753,563 1,165,486 1,058,011 
Operating (loss) income(572,008)309,439 290,519 
Interest expense150,669 100,364 85,687 
Net effect of swaps15,849 16,532 7,442 
Loss on early debt extinguishment2,262 1,073 
(Gain) loss on foreign currency(12,183)(21,107)36,254 
Other income(447)(1,504)(1,333)
(Loss) income before taxes(728,158)215,154 161,396 
(Benefit) provision for taxes(137,915)42,789 34,743 
Net (loss) income(590,243)172,365 126,653 
Net (loss) income allocated to general partner(6)
Net (loss) income allocated to limited partners$(590,237)$172,363 $126,652 
Net (loss) income$(590,243)$172,365 $126,653 
Other comprehensive (loss) income, (net of tax):
Foreign currency translation(7,147)(11,536)17,240 
Cash flow hedging derivative activity8,366 
Other comprehensive (loss) income, (net of tax)(7,147)(11,536)25,606 
Total comprehensive (loss) income$(597,390)$160,829 $152,259 
Basic (loss) income per limited partner unit:
Weighted average limited partner units outstanding56,476 56,349 56,212 
Net (loss) income per limited partner unit$(10.45)$3.06 $2.25 
Diluted (loss) income per limited partner unit:
Weighted average limited partner units outstanding56,476 56,921 56,860 
Net (loss) income per limited partner unit$(10.45)$3.03 $2.23 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY (DEFICIT)
(In thousands, except per unit amounts)
Limited Partnership Units OutstandingLimited Partners’ EquityGeneral Partner’s EquitySpecial L.P. InterestsAccumulated Other Comprehensive Income (Loss)Total Partners’ Equity (Deficit)
Balance as of December 31, 201756,359 $81,589 $$5,290 $(3,933)$82,946 
Net income— 126,652 — — 126,653 
Partnership distribution declared ($3.595 per unit)— (203,197)(2)— — (203,199)
Issuance of limited partnership units related to compensation205 2,940 — — — 2,940 
Tax effect of units involved in treasury unit transactions— (2,530)— — — (2,530)
Foreign currency translation adjustment, net of tax $3,862— — — — 17,240 17,240 
Cash flow hedging derivative activity, net of tax $(1,094)— — — — 8,366 8,366 
Reclassification of stranded tax effect— 391 — — (391)
Balance as of December 31, 201856,564 $5,845 $(1)$5,290 $21,282 $32,416 
Net income— 172,363 — — 172,365 
Partnership distribution declared ($3.710 per unit)— (210,009)(2)— — (210,011)
Issuance of limited partnership units related to compensation102 8,183 — — — 8,183 
Tax effect of units involved in treasury unit transactions— (1,383)— — — (1,383)
Foreign currency translation adjustment, net of tax $(2,161)— — — — (11,536)(11,536)
Balance as of December 31, 201956,666 $(25,001)$(1)$5,290 $9,746 $(9,966)
Net loss— (590,237)(6)— — (590,243)
Partnership distribution declared ($0.935 per unit)— (53,020)— — (53,020)
Issuance of limited partnership units related to compensation40 (4,721)— — — (4,721)
Tax effect of units involved in treasury unit transactions— (1,490)— — — (1,490)
Foreign currency translation adjustment, net of tax $(546)— — — — (7,147)(7,147)
Other— 150 — — — 150 
Balance as of December 31, 202056,706 $(674,319)$(7)$5,290 $2,599 $(666,437)
Limited Partnership Units OutstandingLimited Partners’ DeficitGeneral Partner’s DeficitSpecial L.P. InterestsAccumulated Other Comprehensive Income (Loss)Total Partners’ Deficit
Balance as of December 31, 202056,706 $(674,319)$(7)$5,290 $2,599 $(666,437)
Net loss— (48,518)— — — (48,518)
Limited partnership units related to equity-based compensation148 11,050 — — — 11,050 
Tax effect of units involved in treasury unit transactions— (927)— — — (927)
Foreign currency translation adjustment, net of tax $(154)— — — — 6,344 6,344 
Balance as of December 31, 202156,854 $(712,714)$(7)$5,290 $8,943 $(698,488)
Net income— 307,665 — — 307,668 
Repurchase of limited partnership units(4,539)(187,381)— — — (187,381)
Partnership distribution declared ($0.600 per unit)— (33,455)— — — (33,455)
Limited partnership units related to equity-based compensation248 15,452 — — — 15,452 
Tax effect of units involved in treasury unit transactions— (2,064)— — — (2,064)
Foreign currency translation adjustment, net of tax $2,082— — — — 6,666 6,666 
Balance as of December 31, 202252,563 $(612,497)$(4)$5,290 $15,609 $(591,602)
Net income— 124,558 — — 124,559 
Repurchase of limited partnership units(1,735)(74,534)(3)— — (74,537)
Partnership distribution declared ($1.200 per unit)— (61,106)— — — (61,106)
Limited partnership units related to equity-based compensation185 19,747 — — — 19,747 
Tax effect of units involved in treasury unit transactions— 885 — — — 885 
Foreign currency translation adjustment, net of tax $(645)— — — — (908)(908)
Balance as of December 31, 202351,013 $(602,947)$(6)$5,290 $14,701 $(582,962)
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended December 31,
202020192018
CASH FLOWS (FOR) FROM OPERATING ACTIVITIES
Net (loss) income$(590,243)$172,365 $126,653 
Adjustments to reconcile net (loss) income to net cash (for) from operating activities:
Years Ended December 31,Years Ended December 31,
2023202320222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
Net income (loss)
Net income (loss)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization157,549 170,456 155,529 
Loss on early debt extinguishmentLoss on early debt extinguishment2,262 1,073 
Loss on impairment of goodwill and other intangibles103,999 
Non-cash foreign currency (gain) loss on debt(9,344)(22,307)37,724 
Non-cash foreign currency (gain) loss on USD notes
Non-cash foreign currency (gain) loss on USD notes
Non-cash foreign currency (gain) loss on USD notes
Non-cash equity-based compensation expenseNon-cash equity-based compensation expense(209)11,910 11,243 
Non-cash deferred income tax (benefit) expenseNon-cash deferred income tax (benefit) expense(41,933)(4,106)11,259 
Net effect of swaps
Gain on sale of land before cash closing costs
Other non-cash expensesOther non-cash expenses30,396 24,460 16,146 
Change in operating assets and liabilities:Change in operating assets and liabilities:
(Increase) decrease in receivables(Increase) decrease in receivables28,729 (8,166)(13,975)
(Increase) decrease in receivables
(Increase) decrease in receivables
(Increase) decrease in inventories(Increase) decrease in inventories(14,499)(211)(1,203)
(Increase) decrease in tax receivable(97,488)8,547 (13,842)
(Increase) decrease in tax receivable/payable
(Increase) decrease in other assets(Increase) decrease in other assets(12,180)(5,221)148 
Increase (decrease) in accounts payableIncrease (decrease) in accounts payable(9,917)(1,107)549 
Increase (decrease) in deferred revenueIncrease (decrease) in deferred revenue31,160 36,920 21,564 
Increase (decrease) in accrued interestIncrease (decrease) in accrued interest12,235 13,414 (25)
Increase (decrease) in accrued salaries, wages and benefitsIncrease (decrease) in accrued salaries, wages and benefits(4,609)10,674 149 
Increase (decrease) in other liabilitiesIncrease (decrease) in other liabilities(2,445)(4,587)(2,252)
Net cash (for) from operating activities(416,537)403,041 350,740 
CASH FLOWS FOR INVESTING ACTIVITIES
Net cash from operating activities
CASH FLOWS (FOR) FROM INVESTING ACTIVITIES
Capital expendituresCapital expenditures(129,087)(330,662)(189,816)
Acquisitions, net of cash acquired(270,171)
Capital expenditures
Capital expenditures
Proceeds from sale of land
Proceeds from sale of land
Proceeds from sale of land
Proceeds from sale of other assetsProceeds from sale of other assets8,266 617 112 
Net cash for investing activities(120,821)(600,216)(189,704)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net cash (for) from investing activities
CASH FLOWS FOR FINANCING ACTIVITIES
Note borrowings1,300,000 500,000 
Term debt paymentsTerm debt payments(465,125)(5,625)
Term debt payments
Term debt payments
Note payments, including amounts paid for early termination
Repurchase of limited partnership units
Distributions paid to partnersDistributions paid to partners(53,020)(210,011)(203,199)
Payment of debt issuance costs and original issue discount(46,849)(8,262)(2,543)
Payment of debt issuance costs
Payments related to tax withholding for equity compensationPayments related to tax withholding for equity compensation(4,624)(4,250)(8,428)
OtherOther468 (1,383)(2,405)
Net cash from (for) financing activities730,850 270,469 (216,575)
Net cash for financing activities
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTSEFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS992 3,609 (5,357)
Net increase (decrease) for the year194,484 76,903 (60,896)
Net (decrease) increase for the year
Balance, beginning of yearBalance, beginning of year182,252 105,349 166,245 
Balance, end of yearBalance, end of year$376,736 $182,252 $105,349 
SUPPLEMENTAL INFORMATIONSUPPLEMENTAL INFORMATION
SUPPLEMENTAL INFORMATION
SUPPLEMENTAL INFORMATION
Cash payments for interest
Cash payments for interest
Cash payments for interestCash payments for interest$130,444 $85,596 $84,947 
Interest capitalizedInterest capitalized2,653 3,001 2,864 
Cash payments for income taxes, net of refundsCash payments for income taxes, net of refunds1,792 40,793 42,159 
Capital expenditures in accounts payableCapital expenditures in accounts payable3,286 9,073 5,083 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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CEDAR FAIR, L.P.
INDEX FOR NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
 
 
 
 
 
 
 
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CEDAR FAIR, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Impact of COVID-19 Pandemic:

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020. Most significantly, we closed our properties for several months beginning on March 14, 2020. We ultimately resumed partial operations at 10 of our 13 properties in 2020, operating in accordance with local and state guidelines. Due to soft demand trends upon reopening, park operating calendars were adjusted, including reduced operating days per week and operating hours within each operating day.

Following the March 14, 2020 closure of our properties, we took steps in 2020 to secure additional liquidity and to obtain relief from certain financial covenants, including the issuance of $1.3 billion of senior notes and amendment of our term debt and revolving credit agreement. See the Long-Term Debt footnote at Note 8.

In order to ensure our season pass holders receive a full season of access to our parks, in April 2020, we extended the usage privileges of 2020 season passes through the 2021 season and paused collections of guest payments on installment purchase products. See the Revenue Recognition footnote at Note 5.

Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets, goodwill, and indefinite-lived intangible assets for impairment as of March 29, 2020 and September 27, 2020 resulting in $106.7 million of impairment charges recorded, primarily related to the recently acquired Schlitterbahn parks. See the Long-Lived Assets footnote at Note 6 and the Goodwill and Other Intangible Assets footnote at Note 7 for further detail.

Lastly, during 2020, we benefited from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). See the Income and Partnership Taxes footnote at Note 12 for further detail.

Management has made significant estimates and assumptions to determine our liquidity requirements and estimate the impact of the COVID-19 pandemic on our business, including financial results in the near and long-term. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic. Our future operations are dependent on factors beyond our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.

(2) Partnership Organization:
Cedar Fair, L.P. (together with its affiliated companies, the "Partnership") is a Delaware limited partnership that commenced operations in 1983 when it acquired Cedar Point, Inc., and became a publicly traded partnership in 1987. The Partnership's general partner is Cedar Fair Management, Inc., an Ohio corporation (the “General Partner”), whose shares are held by an Ohio trust. The General Partner owns a 0.001% interest in the Partnership's income, losses and cash distributions, except in defined circumstances, and has full responsibility for management of the Partnership. As of December 31, 2020,2023, there were 56,706,33851,013,467 outstanding limited partnership units listed on The New York Stock Exchange, net of 355,6456,048,516 units held in treasury. As of December 31, 2019,2022, there were 56,666,41852,562,832 outstanding limited partnership units listed, net of 395,5654,499,151 units held in treasury.

The General Partner may, with the approval of a specified percentage of the limited partners, make additional capital contributions to the Partnership, but is only obligated to do so if the liabilities of the Partnership cannot otherwise be paid or there exists a negative balance in its capital account at the time of its withdrawal from the Partnership. The General Partner, in accordance with the terms of the Partnership Agreement, is required to make regular cash distributions on a quarterly basis of all the Partnership's available cash, as defined in the Partnership Agreement. Following the closure of our parks in March 2020 in response to COVID-19 health recommendations, the Board of Directors suspended quarterly partnership distributions to maintain flexibility and additional liquidity. The Board of Directors is committed to reinstitute quarterly partnership distributions in accordance with the Partnership Agreement when it is appropriate to do so, and it is permissible under the Third Amended 2017 Credit Agreement and our other debt covenants. Prior to the suspension of quarterly partnership distributions, the General Partner paid $0.935$1.20 per limited partner unit in partnership distributions, or approximately $53.0$61.1 million in aggregate, in the first quarter of 2020.2023.

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Table(2) Description of Contents
(3) Summary ofthe Business and Significant Accounting Policies:
Merger Agreement with Six Flags
On November 2, 2023, we announced that we entered into a definitive merger agreement to combine with Six Flags Entertainment Corporation (“Six Flags”) (NYSE: SIX). Subject to the terms and conditions set forth in the merger agreement, each issued and outstanding unit of limited partnership interest in Cedar Fair will be converted into the right to receive one (1) share of common stock of the new combined entity (subject to certain exceptions and as the same may be adjusted). Following the close of the transaction, the holders of units of Cedar Fair limited partnership interest will own approximately 51.2% of the outstanding shares of the combined company and the holders of Six Flags common stock will own approximately 48.8% of the outstanding shares of the combined company. The merger is expected to close in the first half of 2024, following receipt of Six Flags' stockholder approval, regulatory approvals, and satisfaction of other customary closing conditions. During 2023, we incurred proposed merger costs totaling $22.3 million, which was primarily comprised of third-party investment banking, consulting and legal costs. These costs were recorded within "Selling, general and administrative" in the consolidated statement of operations and comprehensive income.

Significant Accounting Policies
We use the following policies in preparingthe preparation of the accompanying consolidated financial statements.

Principles of Consolidation
The consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned or the Partnership is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation.

Foreign Currency
The U.S. dollar is our reporting currency and the functional currency for most of our operations. The financial statements of our Canadian subsidiary are measured using the Canadian dollar as its functional currency. Assets and liabilities are translated into U.S. dollars at the appropriate spot rates as of the balance sheet date, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are included as components of accumulated other comprehensive income (loss) income in partners' (deficit) equity.deficit. Gains or losses from remeasuring foreign currency transactions from the transaction currency to functional currency are included in income (loss) income.. Foreign currency (gains) losses for the periods presented were as follows:
Years Ended December 31,
Years Ended December 31,Years Ended December 31,
(In thousands)(In thousands)202020192018(In thousands)202320222021
(Gain) loss on foreign currency related to re-measurement of U.S. dollar denominated debt held in Canada$(9,344)$(22,307)$37,724 
(Gain) loss on other transactions(2,839)1,200 (1,470)
(Gain) loss on foreign currency related to re-measurement of U.S. dollar denominated notes held in Canada
Gain on other transactions
(Gain) loss on foreign currency(Gain) loss on foreign currency$(12,183)$(21,107)$36,254 

Segment Reporting
Our properties operate autonomously, and management reviews operating results, evaluates performance and makes operating decisions, including the allocation of resources, on a property-by-property basis. In addition to reviewing and evaluating performance of the business at the property level, the structure of our management incentive compensation systems is centered on the operating results of each property as an integrated operating unit. Therefore, each property represents a separate operating segment of our business with the exception of the Schlitterbahn parks, which are aggregated into 1one segment.
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Although we manage our properties with a high degree of autonomy, each property offers and markets a similar collection of products and services to similar customers. In addition, theour properties have similar economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, in-park per capita spending, net revenue, operating costsmargin and operating profit. Therefore, we operate within a single reportable segment of amusement/water parks with accompanying resort facilities.

Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during each period. Actual results could differ from those estimates.

Fair Value
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, a hierarchical disclosure framework ranks the quality and reliability of information used to determine fair values. The three broad levels of inputs defined by the fair value hierarchy are as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recognized or disclosed at fair value on a recurring basis include our derivatives, debt and short-term investments.

Cash and Cash Equivalents
We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

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Inventories
Our inventories primarily consist of purchased products, such as merchandise and food, for sale to our customers. Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost methods of accounting at the park level.

Property and Equipment
Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are generally capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Depreciation expense totaled $157.0$157.7 million in 2020, $169.82023, $153.0 million in 2019,2022, and $154.9$148.4 million in 2018.2021.

The estimated useful lives of the assets are as follows:
Land improvementsApproximately25 years
Buildings25 years-40 years
RidesApproximately10 years-20 years
Equipment32 years-10 years

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Impairment of Long-Lived Assets
Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amounts of the assets. Fair value is generally determined using a combination of a cost and market approach. Significant factors considered in the cost approach include replacement cost, reproduction cost, depreciation, physical deterioration, functional obsolescence and economic obsolescence of the assets. The market approach estimates fair value by utilizing market data for similar assets. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available.

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

Goodwill
Goodwill is reviewed annually for impairment, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is allocated to reporting units and goodwill impairment tests are performed at the reporting unit level. We perform our annual goodwill impairment test as of the first day of the fourth quarter.

We may elect to first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the fair value of the reporting unit. The fair value of a reporting unit is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses a reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results are established using management's best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. A market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If an impairment is identified, an impairment charge is recognized for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

Other Intangible Assets
Our finite-lived intangible assets consist primarily of licenselicenses, franchise agreements and franchise agreements.the California's Great America trade name. These intangible assets are amortized on a straight-line basis over the life of the agreement, ranging from twofive to twenty years.

Our infinite-livedindefinite-lived intangible assets consist of trade names.names, other than the California's Great America trade name which is finite-lived. Our indefinite-lived trade names are reviewed annually for impairment, or more frequently if impairment indicators arise. We may elect to first perform a qualitative assessment to determine whether it is more
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likely than not that a trade name is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the trade name exceeds its carrying amount, we calculate the fair value of the trade name using a relief-from-royalty model. Principal assumptions under the relief-from-royalty model include royalty rates, growth rates in revenues, estimates of future expected changes in operating margins, terminal value growth rates, and a discount rate based on a weighted-average cost of capital that reflects current market conditions. If an impairment is identified, an impairment charge is recognized for the amount by which the trade name's carrying amount exceeds its fair value. We assess the indefinite-lived trade names for impairment separately from goodwill.

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Self-Insurance Reserves
Self-insurance reserves are recorded for the estimated amounts of guest and employee claims and related expenses incurred each period. Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon our historical claim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon our claims data history. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. As of December 31, 20202023 and December 31, 2019,2022, the accrued self-insurance reserves totaled $22.3$30.8 million and $24.7$27.8 million, respectively.

Derivative Financial Instruments
We are exposed to market risks, primarily resulting from changes in interest rates and currency exchange rates. To manage these risks, we may enter into derivative transactions pursuant to our overall financial risk management program. We do not use derivative financial instruments for trading purposes. As of December 31, 2020, we had 0We typically do not designate our derivatives designated as cash flow hedges. Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps". Cash flows associated with derivative instruments and their related gains and losses are presented as operating activities in the statement of cash flows.

Leases
We have commitments under various operating leases. Right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The discount rate used to determine the present value of the future lease payments is generally our incremental borrowing rate as the rate implicit in most of our leases is not readily determinable. As a practical expedient, a relief provided in the accounting standard to simplify compliance, we do not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less and have elected to not separate lease components from non-lease components.less. The current portion of our lease liability is recorded within "Other"Other accrued liabilities"liabilities" in the consolidated balance sheets.

Revenue Recognition and related receivables and contract liabilities
As disclosed within the consolidated statements of operations and comprehensive income (loss) income,, revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other". Due to our highly seasonal operations, a substantial portion of our revenues typically are generated during an approximate 130- to 140-day operating season.from Memorial Day through Labor Day. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season.season associated with that product. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns.

In some instances, we arrange with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and we act as an agent, resulting in net revenues recorded within the consolidated statements of operations and comprehensive income (loss) income.. Concessionaire arrangement revenues are recognized over the operating season and are variable. SponsorshipFixed sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other," are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are typically fixed. However, someWe also recognize variable sponsorship revenues which are variable based on achievement of specified operating metrics. We estimate variable revenues and perform a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal.

Most deferred revenue from contracts with customers is classified as current within the balance sheet. However, a portion of deferred revenue from contracts with customers is typically classified as non-current during the third quarter related to season-long products sold in the current season for use in the subsequent season. Season-long products are typically sold beginning in August of the year preceding the operating season. Season-long products may subsequently be recognized 12 to 16 months after purchase depending on the date of sale. We estimate the number of uses expected outside of the next twelve months for each type of product and classify the related deferred revenue as non-current in the consolidated balance sheets.
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Except for the non-current deferred revenue described above, our contracts with customers typically have an original duration of one year or less. For these short-term contracts, we use the practical expedient applicable to such contracts and have not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when we expect to recognize this revenue. Further, we have elected to recognize incremental costs of obtaining a contract as an expense when incurred as the amortization period of the asset would be less than one year. Lastly, we have elected not to adjust consideration for the effects of significant financing components of our installment purchase plans because the terms of these plans do not exceed one year.
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Advertising Costs
Production costs of commercials and programming are expensed in the year first aired. All other costs associated with advertising, promotion and marketing programs are expensed as incurred, or for certain costs, over each park's operating season. Certain prepaid costs incurred through year-end for the following year's advertising programs are included within "Other current assets" in the consolidated balance sheets. Advertising expense totaled $10.5$58.7 million in 2020, $67.92023, $45.5 million in 20192022 and $65.5$37.0 million in 2018. Due2021. In 2021, we incurred less advertising costs due to the effects of the COVID-19 pandemic, we suspended all advertising costs effective April 2020. For those parks which ultimately openedresulted in 2020, we incurred limited incremental advertising expense for the remainder of 2020 to correspond with lower than typical attendance levels and abbreviated parkfewer operating calendars.days that year.

Equity-Based Compensation
We measure compensation cost for all equity-based awards at fair value on the date of grant. We recognize the compensation cost over the service period. We recognize forfeitures as they occur.

Income Taxes
Our legal entity structure includes both partnerships and corporate subsidiaries. We are subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal state and local income taxes on income from our corporate subsidiaries and foreign income taxes on our foreign subsidiary. As such, the total (benefit) provision for taxes includes amounts for the PTP gross income tax and federal, state, local and foreign income taxes. Under applicable accounting rules, the total (benefit) provision for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes.

Neither financial reporting income, nor the cash distributions to unitholders, can be used as a substitute for the detailed tax calculations that we must perform annually for our partners. Net income from the Partnership is not treated as passive income for federal income tax purposes. As a result, partners subject to the passive activity loss rules are not permitted to offset income from the Partnership with passive losses from other sources.

Our corporate subsidiaries account for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income at the time of enactment of such change in tax law. Any interest or penalties due for payment of income taxes are included in the (benefit) provision for income taxes.

Government Assistance
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. As a result of the CARES Act, we deferred $8.2 million of the employer's share of Social Security taxes, which was payable in 50% increments in the fourth quarter of 2021 and the fourth quarter of 2022. We also received $0.5 million in tax benefits from the Employee Retention Credit program during the year ended December 31, 2021. The tax benefits from the Employee Retention Credit program were recorded as a reduction to wage expense within the consolidated statements of operations and comprehensive loss as the benefits were offered to defray labor costs during the COVID-19 pandemic.

We also received $5.1 million from the Canada Emergency Wage Subsidy ("CEWS") during the year ended December 31, 2021. The CEWS provided cash payments to Canadian employers that experienced a decline in revenues related to the COVID-19 pandemic. We recorded the CEWS payments as a reduction to wage expense within the consolidated statements of operations and comprehensive loss as the payments were offered to defray labor costs during the COVID-19 pandemic.

Contingencies
We are a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters, beyond what has been disclosed within this Form 10-K, are expected to have a material effect in the aggregate on the consolidated financial statements.

Earnings Per Unit
For purposes of calculating the basic and diluted earnings per limited partner unit, no adjustments have been made to the reported amounts of net income (loss) income.. Diluted earnings per limited partner unit is calculated using the treasury stock method. The unit amounts used in calculating the basic and diluted earnings per limited partner unit for the years ended December 31, 2020, 20192023, 2022 and 20182021 are as follows:
Years Ended December 31,
(In thousands, except per unit amounts)202020192018
Basic weighted average units outstanding56,476 56,349 56,212 
Effect of dilutive units:
Deferred units (Note 10)
50 48 
Performance units (Note 10)
118 135 
Restricted units (Note 10)
275 312 
Unit options (Note 10)
129 153 
Diluted weighted average units outstanding56,476 56,921 56,860 
Net (loss) income per unit - basic$(10.45)$3.06 $2.25 
Net (loss) income per unit - diluted$(10.45)$3.03 $2.23 

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Adopted Accounting Pronouncements
Years Ended December 31,
(In thousands, except per unit amounts)202320222021
Basic weighted average units outstanding50,938 55,825 56,610 
Effect of dilutive units:
Deferred units (Note 8)
53 72 — 
Performance units (Note 8)
56 29 — 
Restricted units (Note 8)
461 463 — 
Unit options (Note 8)
— 25 — 
Diluted weighted average units outstanding51,508 56,414 56,610 
Net income (loss) per unit - basic$2.45 $5.51 $(0.86)
Net income (loss) per unit - diluted$2.42 $5.45 $(0.86)
In June 2016,
There were approximately 0.4 million potentially dilutive units excluded from the FASB issued Accounting Standards Update No. 2016-13, Measurementcomputation of Credit Losses on Financial Instruments ("ASC 2016-13"). ASU 2016-13 replacesdiluted loss per limited partner unit for the incurredyear ended December 31, 2021 as their effect would have been anti-dilutive due to the net loss impairment methodology with a methodologyin the period.

Performance units are included in the calculation of diluted earnings per limited partner unit to the extent that reflects expected credit losses and requires considerationthe performance conditions would have been met at the end of a broader rangethe reporting period if the end of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoptionthe reporting period were the end of the performance period. The performance units included in any interim period. We adopted ASU 2016-13the calculation of diluted earnings per limited partner unit as of January 1, 2020.December 31, 2023 included a portion of the 2021-2025 performance-based units awarded in 2021. The standard did2022-2024 and 2023-2025 performance-based units awarded in 2022 and 2023, respectively, and the transaction-based units awarded in connection with the proposed merger in 2023 were excluded from the calculation of diluted earnings per limited partner unit as the related performance conditions had not have an effect onbeen met as of December 31, 2023. See Note 8 for additional information. The performance units included in the consolidated financial statements.calculation of diluted earnings per limited partner unit as of December 31, 2022 were limited to performance-based other units awarded in 2020 to incentivize executive performance in light of the effects of the COVID-19 pandemic, and which were payable in the first quarter of 2022. All outstanding performance units as of December 31, 2022 were excluded from the calculation of diluted earnings per limited partner unit as the performance conditions had not been met as of December 31, 2022.

New Accounting Pronouncements
In December 2019,November 2023, the FASBFinancial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2019-12"2023-07"). ASU 2019-12 simplifies2023-07 requires the accounting for income taxes by removing specific exceptionsdisclosure of incremental segment information on an annual and clarifying and amending existing guidance under Topic 740, Income Taxes.interim basis, including the disclosure of significant segment expense categories. ASU 2019-122023-07 is effective for fiscal years beginning after December 15, 20202023 and interim periods within those years.beginning after December 15, 2024. Early adoption is permitted, including adoption in any interim period, butpermitted. The amendments should be applied retrospectively to all amendments must be adoptedprior periods presented in the same period. The allowable adoption methods differ under the various amendments. We adopted ASU 2019-12 as of January 1, 2021. The standard did not have an effect on the consolidated financial statements and related disclosures.

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022.statements. We are in the process of evaluating the effect this standard will have on the consolidated financial statementsstatement disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires additional income tax disclosures, including amendments to the rate reconciliation and relatedincome taxes paid disclosure. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. We are in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.

(4) Acquisitions:
On July 1, 2019, we completed the acquisition of 2 water parks and 1 resort in Texas, the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston ("Schlitterbahn parks"), for a cash purchase price of $257.7 million. The acquisition increased our presence in growing and attractive markets and further diversified our portfolio of properties. The Schlitterbahn parks are included within our single reportable segment of amusement/water parks with accompanying resort facilities.

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon management's estimated fair values at the date of acquisition. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $178.0 million, property and equipment of $58.1 million, an indefinite-lived trade name of $23.2 million, covenants not to complete of $0.2 million and a net working capital deficit of $3.3 million were recorded. We also assumed a lease commitment for the land on which Schlitterbahn Waterpark Galveston is located. This land lease resulted in the recognition of an additional right-of-use asset totaling $6.8 million and an additional corresponding lease liability totaling $5.3 million (see Note 13). All goodwill is expected to be deductible for income tax purposes.

Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested the long-lived assets, goodwill and indefinite-lived intangible assets of the Schlitterbahn parks for impairment as of March 29, 2020 and as of September 27, 2020. This resulted in impairment charges at the Schlitterbahn parks of $2.7 million for long-lived assets, $73.6 million for goodwill and $7.9 million for the Schlitterbahn trade name as of March 29, 2020, and $11.3 million for goodwill and $2.2 million for the Schlitterbahn trade name as of September 27, 2020 (see Note 6 and Note 7).

The results of the Schlitterbahn parks' operations from the date of acquisition, including $10.9 million and $42.5 million of net revenues and $121.7 million of net loss and $12.0 million of net income, are included within the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2020 and December 31, 2019, respectively. If we had acquired the Schlitterbahn parks on January 1, 2018, our results for the year ended December 31, 2019 would have included net revenues and net income of approximately $69 million and $11 million, respectively. Comparable results for the year ended December 31, 2018 would have included net revenues and net income of approximately $66 million and $14 million, respectively. Related acquisition transaction costs totaled $7.0 million for the year ended December 31, 2019 and were included within "Selling, general and administrative expenses".

(5)(3) Revenue Recognition:
As disclosed within the consolidated statements of operations and comprehensive income (loss) income,, revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other".

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The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented:presented. The amounts are not comparable due to the effects of the COVID-19 pandemic in 2021.
Years Ended December 31,
(In thousands)202020192018
In-park revenues$120,370 $1,349,903 $1,235,742 
Out-of-park revenues67,375 168,708 152,216 
Concessionaire remittance(6,190)(43,686)(39,428)
Net revenues$181,555 $1,474,925 $1,348,530 
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Years Ended December 31,
(In thousands)202320222021
In-park revenues$1,627,906 $1,659,183 $1,209,505 
Out-of-park revenues223,263 213,337 167,978 
Concessionaire remittance(52,501)(55,137)(39,264)
Net revenues$1,798,668 $1,817,383 $1,338,219 

Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest after the peak summer and important fall seasons, as well as at the beginning of the calendar year following the close of our parks' operating seasons. Season-long products represent most of the deferred revenue balance in any given period.

Of the $151.4 million of deferred revenue recorded as of January 1, 2020, 91% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, marina deposits, advanced resort reservations, and other deferred revenue. During the year ended December 31, 2020, approximately $28 million of the deferred revenue balance as of January 1, 2020 was recognized. Typically, all deferred revenue as of January 1, 2020 would have been recognized by December 31, 2020 except for an immaterial amount of deferred revenue for prepaid products such as gift cards and prepaid games cards. Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders receivereceived a full season of access to our parks. The extended validity of the 2020 season-long products resulted in a significant amount of revenue deferred from 2020 into 2021. All 2020 and 2021 season-long product revenue had been recognized as of December 31, 2021 except for season-long product extensions into 2022 at two parks. Knott's Berry Farm offered a further day-for-day extension into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in 2021. The extension for the 2020 and 2021 season-long products at Knott's Berry Farm concluded and all related revenue was recognized by the end of the second quarter of 2022. Canada's Wonderland also extended its 2020 and 2021 season-long products into calendar year 2022, specifically through Labour Day, or September 5, 2022. All Canada's Wonderland 2020 and 2021 season-long product revenue was recognized by the end of the third quarter of 2022. In order to calculate revenue recognized in 2020 on 2020these extended season-long products, management made significant estimates regarding the estimated number of uses expected for these season-long products for admission, dining, beverage and other products, forincluding during interim periods.

Of the 2021 operating season. Actual results could materially differ from these estimates depending on the ultimate extent$162.7 million of current deferred revenue recorded as of January 1, 2023, all of the effectsdeferred revenue was recognized by December 31, 2023, except for an immaterial amount of deferred revenue for prepaid products such as gift cards and prepaid games cards. As of December 31, 2023, we had recorded $7.9 million of non-current deferred revenue which largely represented prepaid lease payments for a portion of the COVID-19 pandemic.California's Great America parking lot. The prepaid lease payments are being recognized through 2027 following the sale of the land under California's Great America; see Note 4. Prior to the sale, the prepaid lease payments were being recognized through 2039.

Payment is due immediately on the transaction date for most products. Our receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, (and other select products for specific time periods), and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from 3three monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are typically highest in the peak summer months and lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of December 31, 20202023 and December 31, 2019,2022, we recorded an $8.7a $6.3 million and $3.4$5.8 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends, including an adjustment for the impact of the COVID-19 pandemic on our customers' ability to pay based on collection rates since March 2020.trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. Due to the effects of the COVID-19 pandemic and given the uncertainty around the timing of the reopening of our parks, we paused collections on our installment purchase plans in April 2020. For those parks which opened during the summer of 2020, we resumed collections of guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we will resume collections of guest payments as each of these parks opens for the 2021 operating season.

(6)(4) Long-Lived Assets:
Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant declinedecrease in expected future cash flows;the market price of a sustained,long-lived asset; a significant declineadverse change in equity price and market capitalization;the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; unanticipated competition;an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and slower growth rates.a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the consolidated financial statements. We concluded no indicators of impairment existed during 2023. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

Non-operating assets are evaluatedOn June 27, 2022, the Partnership sold the land at California's Great America for impairment baseda cash purchase price of $310 million, subject to customary prorations, which resulted in a $155.3 million gain recorded, net of transaction costs, within "Gain on changessale of land" in market conditions. When changes in market conditions are observed, impairment is estimated using a market-based approach. If the estimated fair value of the non-operating assets is less than their carrying value, an impairment charge is recorded for the difference.

Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets for impairment as of March 29, 2020 and September 27, 2020. As of March 29, 2020, we concluded the estimated undiscounted future cash flows expected to result from the use of the long-lived assets at the Schlitterbahn parks no longer exceeded the related carrying values. Therefore, we recorded a $2.7 million impairment charge equal to the difference between the fair value and the carrying amounts of the assets in "Loss on impairment / retirement of fixed assets" within the consolidated statement of operations and comprehensive income (loss) during the third quarter of 2022. Concurrently with the sale, we entered into a lease contract that allows us to operate the park during a six-year term; see Note 11. As a result, we changed the estimated useful lives of the remaining property and equipment at California's Great America to an approximate 5.5-year period, or through December 31, 2027. We expect this to result in an approximate $8 million increase in annual depreciation
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operationsexpense over the 5.5-year period. We may dispose of the remaining property and comprehensive (loss) incomeequipment at California's Great America significantly before the end of their previously estimated useful lives if the assets are not sold to a third party or transferred for an alternate use. As a result, we tested the long-lived assets at California's Great America for impairment during the firstsecond quarter of 2020.2022, which resulted in no impairment. The fair value of the long-lived assets was determined using a real and personal property appraisal which was performed in accordance with ASC 820 - Fair Value Measurement. We performed additionalreplacement cost approach. There were no other indicators of impairment testing as of September 27, 2020 due to a further decline in our financial performance projections. Our impairment testing as of September 27, 2020 resulted in no further impairment of our long-lived assets. Management made significant estimates in performing these impairment tests, including the anticipated time frame to re-open our parks following the COVID-19 pandemic and the related anticipated demand upon re-opening our parks following the COVID-19 pandemic. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

During the third quarter of 2016, we ceased operations of one of our separately gated outdoor water parks, Wildwater Kingdom, located near Cleveland in Aurora, Ohio. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset was approximately 670 acres of land. The Wildwater Kingdom acreage, reduced by acreage sold, is recorded within "Other Assets" in the consolidated balance sheets ($2.1 million as of December 31, 2020 and $9.0 million as of December 31, 2019).during 2022.

(7)(5) Goodwill and Other Intangible Assets:
Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. Due to the negative effectsWe concluded no indicators of the COVID-19 pandemicimpairment existed during 2023. We based our conclusions on our expected future operating results, we tested our goodwillfinancial performance projections, as well as an updated analysis of macroeconomic and indefinite-lived intangible assets for impairment as of March 29, 2020 and September 27, 2020. As of March 29, 2020 and September 27, 2020, we concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. We also recorded an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the consolidated statement of operations and comprehensive (loss) income.industry-specific conditions. We performed our annual impairment test as of the first days of the fourth quarter in 20202023 and 2019,2022, respectively, and concluded there was no further impairment of the carrying value of goodwill or other indefinite-lived intangible assets in either period.

During the second quarter of 2022, we concluded the useful life of the trade name, California's Great America, was no longer indefinite due to the then-anticipated sale of the land and the eventual disposal of the remaining assets; see Note 4. As a result, we tested the California's Great America trade name totaling $0.7 million for impairment during the second quarter of 2022 resulting in no impairment. The fair value of our reporting units was established using a combination of an income (discounted cash flow) approach and market approach. The income approach used each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflected current market conditions. Estimated operating results were established using our best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks following the COVID-19 pandemic, and the related anticipated demand upon re-opening our parks following the COVID-19 pandemic. Other significant estimates and assumptions included terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The market approach estimated fair value by applying cash flow multiples to each reporting unit's operating performance. The multiples were derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. The impairment charges recognized were for the amount by which the reporting unit's carrying amount exceeded its fair value.

Our indefinite-lived intangible assets consist of trade names. The fair value of our trade namesname was calculated using a relief-from-royalty model. The impairment charges recognized were for the amount by whichWe are amortizing the trade name's carrying amount exceeded its fair value.
name over an approximate
5.5-year
Management made significant estimates calculating the fair value period, or through December 31, 2027. There were no other indicators of our reporting units and trade names. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.impairment during 2022.

Changes in the carrying value of goodwill for the years ended December 31, 20202023 and December 31, 20192022 were:
(In thousands)Goodwill
Balance as of December 31, 20182021$178,719267,232 
Acquisition (see Note 4)
177,993 
Foreign currency exchange translation2,942 (4,026)
Balance as of December 31, 20192022$359,654263,206 
Impairment(93,929)
Foreign currency exchange translation1,2361,419 
Balance as of December 31, 20202023$266,961264,625 

Goodwill included $93.1 million and $178.0 million as of December 31, 2020 and December 31, 2019, respectively, of goodwill related to the Schlitterbahn parks which were acquired on July 1, 2019 (see Note 4).

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As of December 31, 20202023 and December 31, 2019,2022, other intangible assets consisted of the following:
(In thousands)(In thousands)Weighted Average Amortization PeriodGross Carrying AmountAccumulated AmortizationNet Carrying Value(In thousands)Weighted Average Amortization PeriodGross Carrying AmountAccumulated AmortizationNet Carrying Value
December 31, 2020
December 31, 2023
Other intangible assets:Other intangible assets:
Trade names— $49,454 $— $49,454 
Other intangible assets:
Other intangible assets:
Trade names (1)
Trade names (1)
Trade names (1)
License / franchise agreementsLicense / franchise agreements7.1 years4,259 (3,425)834 
Total other intangible assetsTotal other intangible assets$53,713 $(3,425)$50,288 
December 31, 2019
December 31, 2022
December 31, 2022
December 31, 2022
Other intangible assets:Other intangible assets:
Trade names— $59,249 $— $59,249 
Other intangible assets:
Other intangible assets:
Trade names (1)
Trade names (1)
Trade names (1)
License / franchise agreementsLicense / franchise agreements10.9 years3,583 (2,933)650 
Total other intangible assetsTotal other intangible assets$62,832 $(2,933)$59,899 

Other intangible assets included $13.1 million and $23.2 million as(1)    Trade name amortization represents amortization of December 31, 2020 and December 31, 2019, respectively, for the SchlitterbahnCalifornia's Great America trade name acquired on July 1, 2019 (see Note 4). The Schlitterbahnname. Our other trade name is an indefinite-lived intangible asset. names are indefinite-lived.

Amortization expense of finite-lived other intangible assets for 2020, 20192023, 2022 and 20182021 was immaterial and is expected to be immaterial going forward.

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(6) Long-Term Debt:
Long-term debt as of December 31, 20202023 and December 31, 20192022 consisted of the following:
(In thousands)December 31, 2020December 31, 2019
U.S. term loan averaging 2.70% in 2020; 4.01% in 2019 (due 2017-2024) (1)$264,250 $729,375 
Notes
2024 U.S. fixed rate senior unsecured notes at 5.375%450,000 450,000 
2025 U.S. fixed rate senior secured notes at 5.500%1,000,000 
2027 U.S. fixed rate senior unsecured notes at 5.375%500,000 500,000 
2028 U.S. fixed rate senior unsecured notes at 6.500%300,000 
2029 U.S. fixed rate senior unsecured notes at 5.250%500,000 500,000 
3,014,250 2,179,375 
Less current portion(7,500)
3,014,250 2,171,875 
Less debt issuance costs and original issue discount(60,006)(25,992)
$2,954,244 $2,145,883 

(1)The weighted average interest rates do not reflect the effect of interest rate swap agreements (see Note 9).
(In thousands)December 31, 2023December 31, 2022
2025 U.S. fixed rate senior secured notes at 5.500%$1,000,000 $1,000,000 
2027 U.S. fixed rate senior unsecured notes at 5.375%500,000 500,000 
2028 U.S. fixed rate senior unsecured notes at 6.500%300,000 300,000 
2029 U.S. fixed rate senior unsecured notes at 5.250%500,000 500,000 
2,300,000 2,300,000 
Less current portion— — 
2,300,000 2,300,000 
Less debt issuance costs and original issue discount(24,549)(31,845)
$2,275,451 $2,268,155 

Term Debt and Revolving Credit Facilities
In April 2017, we amended and restated our existing credit agreement (the "2017 Credit Agreement") which includes our senior secured revolving credit facility and which included a senior secured term loan facility and senior secured revolving credit facility. The $750During 2022, we made the remaining $264.3 million of principal payments on the senior secured term loan facility, underfully repaying the 2017 Credit Agreement maturesterm loan facility. As a result, we recognized a $1.8 million loss on early debt extinguishment during the third quarter of 2022, inclusive of the write-off of debt issuance costs and original issue discount. Prior to repayment, the term loan facility was scheduled to mature on April 15, 2024 and following an amendment in March 2018, bearsbore interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the amendment reflected $0.9 million of Original Issue Discount ("OID"bps"). In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (the "Second Amendment") to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. In conjunction with the April 2020 amendment, we prepaid $463.3 million of our outstanding senior secured term loan facility. Following the prepayment, we do not have any required remaining scheduled quarterly payments on our senior secured term loan facility. We may prepay some or all of our term debt without premium or penalty at any time. A schedule of minimum annual maturities for our senior secured term loan facility follows:
(In thousands)202120222023202420252026 and beyondTotal
U.S. term loan$$$$264,250 $$$264,250 

In September 2020, in response to the continuing effectsAs of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (subsequently referred to as the "Third Amended 2017 Credit Agreement" or "Third Amendment") to further suspend
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and revise certain of the financial covenants and extend the maturity of and adjust the terms that apply to a portion of our senior secured revolving credit facility. The facilities provided under the Third Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

In connection with the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of $100.0 million bringingDecember 31, 2023, our total senior secured revolving credit facility capacity under the 2017 Credit Agreement, to $375.0as amended, was $300 million with a Canadian sub-limit of $15.0$15 million. Senior secured revolving credit facility borrowings following the Second Amendment bore interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps and required the payment of a 37.5 bps commitment fee per annum on the unused portion of the revolving credit facility. The revolving credit facility was scheduled to mature in April 2022 under the Second Amendment. In September 2020, the Third Amendment extended the maturity date of $300.0 million of the $375.0 million senior secured revolving credit facility to December 2023 (which the portion of the facility is subsequently referred to as the "2023 Revolving Credit Facility Capacity"). Under the Third Amendment, the 2023 Revolving Credit Facility Capacity bears interest at LIBORSecured Overnight Financing Rate ("SOFR") plus 350 bps or CDOR plus 250with a SOFR adjustment of 10 bps per annum and a floor of zero, requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the 2023 Revolving Credit Facility Capacity,revolving credit facility, in each case without any step-downs. The termsstep-downs, and is collateralized by substantially all of the remaining $75.0assets of the Partnership. The senior secured revolving credit facility matures on February 10, 2028, provided that the maturity date will be (x) January 30, 2025 if at least $200 million availableof the 2025 senior notes remain outstanding as of that date, or (y) January 14, 2027 if at least $200 million of the 2027 senior notes remain outstanding as of that date. Prior to an amendment entered into on February 10, 2023, borrowings under the senior secured revolving credit facility remain unchanged from the Second Amendment. Prior to the Second Amendment and Third Amendment, our senior secured revolving credit facility had a combined limit of $275 million with a Canadian sub-limit of $15 million and bore interest at LIBOR plus 350 bps or CDORCanadian Dollar Offered Rate ("CDOR") plus 200 bps.250 bps and matured in December 2023. As of December 31, 2023 and December 31, 2022, no amounts were outstanding under the revolving credit facility. The Third Amended 2017 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit.

Ascredit, and is collateralized by substantially all of December 31, 2020 and December 31, 2019, 0 amounts were outstanding under the revolving credit facility.assets of the Partnership. After letters of credit of $15.9 million and $15.4$19.9 million, we had $359.1 million and $259.6$280.1 million of available borrowingsavailability under our revolving credit facility as of December 31, 20202023 and December 31, 2019, respectively. The maximum outstanding2022.

In April 2022, $75 million of the senior secured revolving credit facility balance during 2020capacity under the 2017 Credit Agreement matured, and the outstanding borrowings were repaid. While such $75 million of senior secured revolving credit facility capacity was $140 million.available, borrowings under this portion of the revolver capacity bore interest at LIBOR plus 300 bps or CDOR plus 200 bps, and the unused portion of this revolving credit facility capacity required the payment of a 37.5 bps commitment fee per annum.

Notes
In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, and in connection with the Second Amendment, we issued $1.0 billion of 5.500% senior secured notes due 2025 ("2025 senior notes") in a private placement. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. The net proceeds from the offering of the 2025 senior notes were used to repay $463.3 million of our then-outstanding senior secured term loan facility. The remaining amount is to be usedwas for general corporate and working capital purposes, including fees and expenses related to the transaction.

The 2025 senior notes pay interest semi-annually in May and November, with the principal due in full on May 1, 2025. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 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 and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes") in a private placement. The net proceeds from the offering of the 2028 senior notes is to be used for general corporate and working capital purposes, including fees and expenses related to the transaction.

The 2028 senior notes pay interest semi-annually in April and October, beginning April 1, 2021, with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 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 and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2014, we issued $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). The 2024 senior notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. The 2024 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In April 2017, we issued $500 million of 5.375% senior unsecured notes due 2027 ("2027 senior notes"). The 2027 senior notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 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 and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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In June 2019, in conjunction with the acquisition of the Schlitterbahn parks, we issued $500 million of 5.250% senior unsecured notes due 2029 ("2029 senior notes"). The 2029 senior notes pay interest semi-annually in January and July, with the principal due in full on July 15, 2029. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 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 and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

Cedar Fair, L.P., Canada’s Wonderland Company
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In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("Cedar Canada"2028 senior notes"),. The net proceeds from the offering of the 2028 senior notes were for general corporate and Magnum Management Corporationworking capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October with the principal due in full on October 1, 2028. The 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2014, we issued $450 million of 5.375% senior unsecured notes due 2024 ("Magnum"2024 senior notes") are the co-issuers. On December 17, 2021, we redeemed all of the 2024 senior notes. The 2024 senior notes have been fully and unconditionally guaranteed, onat a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum). There are no non-guarantor subsidiaries.

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuersredemption price equal to 100.896% of the 2025, 2027, 2028principal amount plus accrued and 2029 senior notesunpaid interest. As a result, we recognized a $5.9 million loss on early debt extinguishment during the fourth quarter of 2021, inclusive of debt premium payments of $4.1 million and co-borrowersthe write-off of the senior secured credit facilities. Both the notes and senior secured credit facilities have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiarydebt issuance costs of Cedar Fair (other than Cedar Canada, Magnum and Millennium). There are no non-guarantor subsidiaries.$1.8 million.

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

Covenants
The Third Amended 2017 Credit Agreement, as amended, includes (i) a Senior Secured Leverage Ratio of 4.50x3.75x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which will step downEBITDA. This financial covenant is only required to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA Quarters"), (ii) a requirement that we maintain a minimum liquidity level of at least $125 million,be tested at all times, until the earlier of December 31, 2022 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022), (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of aany fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. As of December 31, 2020, wein which revolving credit facility borrowings are outstanding. We were in compliance with the applicable financial covenants under the Third Amended 2017 Credit Agreement.our credit agreement during 2023.

Our credit agreement and fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 20242027 senior notes, which includes the most restrictive of these Restricted Payments provisions, under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x,5.25x, we can still make Restricted Payments of $60$100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x,5.25x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greaterless than 5.00x5.25x as of December 31, 2020.2023.

On November 9, 2023, we entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes (the "Consent Solicitation"). The Amendments enable us to select November 2, 2023, the date the merger agreement with Six Flags was entered into, as the testing date for purposes of calculating, with respect to the proposed merger and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023. The Amendments require a payment upon or immediately prior to the consummation of the merger (the "Consent Payment").

(9)(7) Derivative Financial Instruments:
Derivative financial instruments arehave been used within our overall risk management program to manage certain interest rate and foreign currency risks. By utilizingWhen we use a derivative instrument to hedge exposure to LIBORvariable interest rate changes, we are exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that we believe poses minimal credit risk. We do not use derivative financial instruments for trading purposes.

We had 4terminated our interest rate swap agreements that matured on December 31, 2020 and converted $500during the third quarter of 2022 following the full repayment of our senior secured term loan facility, resulting in a $5.3 million cash receipt, net of variable-rate debt to a fixed rate of 4.39%. We have 4 additionalfees. The interest rate swap agreements that convert the same notional amount to a fixed rate of 4.63% for the period December 31, 2020 through December 31, 2023. NaN of the interest rate swap agreements arewere not designated as hedging instruments. The fair value of our swap portfolio for the periods presented were as follows:
(In thousands)Balance Sheet LocationDecember 31, 2020December 31, 2019
Derivatives not designated as hedging instruments:
Interest rate swapsOther accrued liabilities$$(5,129)
Derivative Liability(39,086)(18,108)
$(39,086)$(23,237)
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Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" within the consolidated statements of operations and comprehensive (loss) income. Previously existing interest rate swap agreements were de-designated, and amounts previously recorded in AOCI were amortized into earnings through an original December 31, 2018 maturity date. Therefore, all losses in AOCI related to effective cash flow hedge contracts prior to de-designation were reclassified to earnings as of December 31, 2018.

The (gains) losses recognized in net (loss) income on derivatives not designated as cash flow hedges were recorded in "Net effect of swaps" for the periods presented as follows:
Years Ended December 31,
(In thousands)202020192018
Change in fair market value$15,849 $16,532 $(2,017)
Amortization of amounts in AOCI9,459 
Net effect of swaps$15,849 $16,532 $7,442 
(loss).

(10)(8) Partners' Equity and Equity-Based Compensation:
Special L.P. Interests
In accordance with the Partnership Agreement, certain partners were allocated $5.3 million of 1987 and 1988 taxable income (without any related cash distributions) for which they received Special L.P. Interests. The Special L.P. Interests do not participate in cash distributions and have no voting rights. However, the holders of Special L.P. Interests will receive in the aggregate $5.3 million upon liquidation of the Partnership.

Equity-Based Incentive Plan
The 2016 Omnibus Incentive Plan was approved by our unitholders in June 2016 and allows the awarding of up to 2.8 million unit options and other forms of equityunits, plus units subject to outstanding awards under the prior plan that cease to be subject to such awards, as determined by the People, Culture & Compensation Committee (the "Compensation Committee") of the Board of Directors as an element of compensation to senior management, key employees and other key employees.directors. The 2016 Omnibus Incentive Plan superseded the 2008 Omnibus Incentive Plan which was approved by our unitholders in May 2008 and allowed the awarding of up to 2.5 million unit options and other forms of equity. Outstanding awards under the 2008 Omnibus Incentive Plan continue to be in effect and are governed by the terms of that plan. The 2016 Omnibus Incentive Plan provides an opportunity for officers, directors, and eligible persons to acquire an interest in the growth and performance of our units and provides employees annual and long-term
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incentive awards as determined by the Board of Directors. Under the 2016 Omnibus Incentive Plan, the Compensation Committee of the Board of Directors may grant unit options, unit appreciation rights, restricted units, performance awards, other unit awards, cash incentive awards and unrestricted unit awards. The awards granted by the Compensation Committee fall into two categories,categories: 1) Awards Payable in Cash or Equity and 2) Awards Payable in Equity. The impact of these awards is more fully described below.

Equity-based compensation expense recognized in the consolidated statements of operations and comprehensive income (loss) income within "Selling, General and Administrative Expense" for the applicable periods was as follows:
Years Ended December 31,
Years Ended December 31,Years Ended December 31,
(In thousands)(In thousands)
2020 (1)
20192018(In thousands)20232022
2021 (1)
Awards Payable in Cash or EquityAwards Payable in Cash or Equity
Deferred unitsDeferred units$(588)$611 $(266)
Deferred units
Deferred units
Awards Payable in EquityAwards Payable in Equity
Performance units
Performance units
Performance unitsPerformance units(5,270)5,535 5,413 
Restricted unitsRestricted units5,061 6,375 5,830 
Total equity-based compensation expenseTotal equity-based compensation expense$(797)$12,521 $10,977 
Total equity-based compensation expense
Total equity-based compensation expense

(1)    The market value of our deferred unit awards and the anticipated payout of our annual performance unit awards decreased dueDue to the effects of the COVID-19 pandemic on 2020 results, the 2018-2020 three-year performance plan was below the payout threshold. Given that two full years of the program were completed, the 2018-2020 performance unit awards were modified to allow for a payout taking into account 2018-2019 results, management's performance relative to 2020 COVID-19 strategic goals and 2020 pre-COVID-19 forecast, resulting in $3.9 million of additional expense reversedrecognized during the year ended December 31, 2020.2021.

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Awards Payable in Cash or Equity

Deferred Units
(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit
Outstanding deferred units at December 31, 201949 $54.16 
Granted (1)
$43.98 
Forfeited
Settled(11)$55.10 
Outstanding deferred units at December 31, 202046 $52.07 

(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit
Outstanding deferred units at December 31, 202250 $49.00 
Granted (1)
13 $40.83 
Settled(2)$39.85 
Outstanding deferred units at December 31, 202361 $47.52 
(1)    Includes 31 forfeitable distribution-equivalent units

Deferred unit awards vest over a one-year period and the settlement of these units is deferred until the individual's service to the Partnership ends. The deferred units begin to accumulate distribution-equivalents upon vesting and are paid when the restriction ends. The effect of outstanding deferred unit awards has been included in the diluted earnings per unit calculation for the yearsyear ended December 31, 2019 and 2018,2023, as a portion of the awards are expected to be settled in limited partnership units. As of December 31, 2020,2023, the market value of the deferred units was $1.8$2.4 million, was classified as current and was recorded within "Other accrued liabilities" within the consolidated balance sheet. As of December 31, 2020,2023, there was 0no unamortized expense related to unvested deferred unit awards as all units were fully vested.

Awards Payable in Equity

Performance Units
(In thousands, except per unit amounts)(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit
Unvested performance units at December 31, 2019395 $56.36 
Unvested performance units at December 31, 2022
Granted (1)
Granted (1)
98 $32.98 
ForfeitedForfeited(315)$55.96 
VestedVested(97)$57.61 
Unvested performance units at December 31, 202081 $27.92 
Unvested performance units at December 31, 2023

(1)    Includes 1627 forfeitable distribution-equivalent units

AsOf the unvested performance units outstanding as of December 31, 2020, our2023, 0.6 million units represented annual awards for the 2022-2024 and 2023-2025 three-year performance unit awards are not anticipated to payout due to the effects of the COVID-19 pandemic.periods. The number of performance units issuable under the annualthese performance unit awards are contingently based upon certain performance targets over aeach three-year vesting period. The annual
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performance awards and the related forfeitable distribution-equivalent units generally are paid out in the first quarter following the performance period in limited partnership units.

The remaining outstanding performance units as of December 31, 2023 represented the 2021-2025 performance-based units awarded in 2021. These units were awarded instead of the traditional annual performance unit awards with three-year performance periods due to continued uncertainty related to the COVID-19 pandemic. The number of performance units issuable under the 2021-2025 performance-based unit awards are contingently based upon three separate financial performance targets which can vest over a three to five-year period. The performance targets become incrementally higher over the five-year period. The 2021-2025 performance-based unit awards and related forfeitable distribution-equivalent units will be paid out in limited partnership units upon the achievement of each target. For the Adjusted EBITDA targets, the awards will be payable in the first quarter following the year the target was earned. For the other two financial performance targets, the awards will be payable in the first quarter following the year the target was earned unless the target is earned in year three. If the other two financial performance targets are earned in year three, the awards will be payable in the first quarter following the fourth year. The first opportunity for units to be paid out under the 2021-2025 performance-based unit awards is the first quarter of 2024.

The effect of these types of outstanding performance unit awards for which the performance conditions had been met, have been included in the diluted earnings per unit calculation for the yearsyear ended December 31, 2019 and 2018.2023 to the extent that the performance conditions would have been met at the end of the reporting period if the end of the reporting period were the end of the performance period.

In 2020, 80,542 performance-based other units were awarded to incentivize optimal executive performance in light of the effects of the COVID-19 pandemic (the "COVID-19 performance-based other units"). The number of COVID-19 performance-based other units issuable are contingently based upon the level of attainment of various performance objectives over a six-month period with the awards payable in limited partnership units following the one-year anniversary of the six-month performance period. The COVID-19 performance-based other unit awards do not earn distribution-equivalent units.
As of December 31, 2020,2023, unamortized compensation expense related to unvested performance unit awards was $1.5$16.1 million, which is expected to be amortized over a weighted average period of 1.0 year and represent the COVID-19 performance-based other units.1.4 years. The fair value of the performance units is based on the unit price the day before the date of grant. We assess the probability of the performance targets being met and may reverse prior period expense or recognize additional expense accordingly.

51On December 4, 2023, the Board of Directors approved transaction-based awards totaling 0.2 million units in recognition of certain executive officers' efforts in connection with the entry into the definitive merger agreement with Six Flags. The units will only be earned under these performance-based phantom unit awards if the merger closes. The awards vest 50% 12 months after December 4, 2023, and 50% 18 months after December 4, 2023. We will begin recognizing expense related to these awards upon closing of the merger.

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Restricted Units
(In thousands, except per unit amounts)(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit
Unvested restricted units at December 31, 2019310 $57.07 
Unvested restricted units at December 31, 2022
GrantedGranted33 $46.56 
ForfeitedForfeited(1)$58.35 
VestedVested(123)$58.36 
Unvested restricted units at December 31, 2020219 $54.77 
Unvested restricted units at December 31, 2023

The majorityAs of December 31, 2023, 0.3 million of our annualoutstanding restricted unit awardsunits vest evenly over aan approximate three-year period. However, as of December 31, 2020, 88,072period, 0.1 million units outstanding vest following aan approximate three-year cliff vesting period.period, and approximately 21,500 units outstanding vest under alternate vesting schedules, all of which approximate three years. Restrictions on our restricted unit awards lapse upon vesting. During the vesting period for restricted unit awards, the units accumulate forfeitable distribution-equivalents, which when the units are fully vested, are payable in cash. As of December 31, 2020,2023, the amount of forfeitable distribution equivalents accrued totaled $0.9$0.6 million; $0.6$0.2 million of which was classified as current and recorded within "Other accrued liabilities" within the consolidated balance sheet and $0.4 million of which was classified as non-current and recorded within "Other Liabilities".

The effect of outstanding restricted unit awards has been included in the diluted earnings per unit calculation for the year ended December 31, 2023.

As of December 31, 2020,2023, unamortized compensation expense, determined as the market value of the units on the day before the date of grant, related to unvested restricted unit awards was $4.8$10.4 million, which is expected to be amortized over a weighted average period of 1.71.6 years.

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Unit Options
(In thousands, except per unit amounts)(In thousands, except per unit amounts)Unit OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate Intrinsic Value(In thousands, except per unit amounts)Unit OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate Intrinsic Value
Options outstanding at December 31, 2019362 $34.49 
Options outstanding at December 31, 2022
ExercisedExercised(4)$29.53 
Forfeited(6)$36.95 
Options outstanding at December 31, 2020352 $34.50 
Exercised
Exercised
Options outstanding at December 31, 2023
Options outstanding at December 31, 2023
Options outstanding at December 31, 2023
Options exercisable, end of yearOptions exercisable, end of year352 $34.50 1.8 years$1,703 
Options exercisable, end of year
Options exercisable, end of year

Unit options are issued with an exercise price no less than the market closing price of the Partnership's units on the day before the date of grant. OutstandingThe unit options vestin the table above vested over three years and havehad a maximum term of ten years. As of December 31, 2020, we had 352,1362023, there were no fixed-price unit options outstanding under the 2008 Omnibus Incentive Plan. NaNNo options have been granted under the 2016 Omnibus Incentive Plan.

The range of exercise prices of unit options outstanding was $29.53 to $36.95 as of December 31, 2020. The total intrinsic value of unit options exercised during the years ended December 31, 2020, 20192023, 2022 and 20182021 was $0.0$0.7 million, $0.1$0.7 million, and $0.2$2.0 million, respectively.

We haveUnit Repurchase Plan
On August 3, 2022, we announced our Board of Directors approved a policyunit repurchase program authorizing the Partnership to repurchase units for an aggregate amount of issuingnot more than $250 million. There were 1.4 million limited partnership units from treasury to satisfy unit option exercises and we expect our treasury unit balance to be sufficient for 2021 based on estimates of unit option exercises for that period.

(11) Retirement Plans:
We have trusteed, noncontributory retirement plans for most of our full-time employees. Contributions are discretionary and amounts accrued were approximately $4.7 million and $4.2 million forrepurchased under the years ended December 31, 2019 and 2018, respectively. ForAugust 2022 repurchase program during the year ended December 31, 2020,2023 at an average price of $44.00 per limited partner unit for an aggregate amount of $62.5 million. There were 4.5 million limited partnership units repurchased under the August 2022 repurchase program during the year ended December 31, 2022 at an average price of $41.28 per limited partner unit for an aggregate amount of $187.4 million. There was no remaining availability under the August 2022 repurchase program following April 2023.

On May 4, 2023, we didannounced our Board of Directors authorized the Partnership to repurchase additional units for an aggregate amount of not make any discretionary contributions duemore than $250 million. There were 0.3 million units repurchased under the May 2023 repurchase program during the year ended December 31, 2023 at an average price of $38.27 per limited partner unit for an aggregate amount of $12.0 million. Accordingly, there was a total of 1.7 million units repurchased under the August 2022 and May 2023 repurchase programs during the year ended December 31, 2023 at an average price of $42.97 per limited partner unit for an aggregate amount of $74.5 million. There was $238.0 million of remaining availability under the May 2023 repurchase program as of December 31, 2023.

There were no unit repurchases in 2021.

Subject to applicable rules and regulations, we can repurchase units from time-to-time in the effectsopen market or by negotiated transactions. The amount and timing of repurchases are based on a variety of factors, including liquidity, capital needs of the COVID-19 pandemicbusiness, market conditions, regulatory requirements, and other business considerations. No limit was placed on our financial performance. Additionally, wethe duration of either repurchase program. The Partnership is not obligated to repurchase any minimum dollar amount or specific number of units, and can modify, suspend, or discontinue the program at any time.

(9) Retirement Plans:
We have a trusteed, contributory retirement plan for most of our full-time employees. This plan permits employees to contribute specified percentages of their salary, matched up to a limit. Matching contributions, net of forfeitures, approximated $3.8$6.9 million, $3.1$5.7 million and $2.6$4.7 million for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively. We had trusteed, noncontributory retirement plans for most of our full-time employees prior to 2023. Contributions were discretionary and amounts accrued were approximately $4.8 million and $1.8 million for the years ended 2022 and 2021, respectively. We did not have a material trusteed, noncontributory retirement plan in 2023.

In addition, as of December 31, 2023, approximately 250165 employees are covered by union-sponsored, multi-employer pension plans for which approximately $2.0$2.1 million, $2.0$2.1 million and $1.8$1.9 million were contributed for the years ended December 31, 2020, 20192023, 2022 and 2018,2021, respectively. We have no plans to withdraw from any of the multi-employer plans. A union representing approximately 15 employees decertified in 2023. The related withdrawal liability totaled $0.7 million.

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(12)(10) Income and Partnership Taxes:
Federal and state tax legislation in 1997 provided a permanent income tax exemption to existing publicly traded partnerships (PTP), such as Cedar Fair, L.P., with a PTP tax levied on partnership gross income (net revenues less cost of food, merchandise and games)games revenues) beginning in 1998. In addition, income taxes are recognized for the amount of income taxes payable by Cedar Fair, L.P. and its corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities that represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. As such, the "(Benefit) provision"Provision for taxes" includes amounts for both the PTP tax and for federal, state, local and foreign income taxes.

The 20202023 tax benefitprovision totaled $137.9$48.0 million, which consisted of a $2.5$14.2 million provision for the PTP tax and a $140.4$33.8 million benefitprovision for income taxes. This compared with the 2019a 2022 tax provision of $42.8$64.0 million, which consisted of a $12.1$14.4 million provision for the PTP tax and a $30.7$49.6 million provision for income taxes, and the 2018a 2021 tax provision of $34.7$20.0 million, which consisted of an $11.6a $10.3 million provision for the PTP tax and a $23.1$9.7 million provision for income taxes. The calculation of the tax (benefit) provision involves significant estimates and assumptions. Actual results could differ from those estimates.

Significant components of income (loss) income before taxes for the years ended December 31, 2020, 20192023, 2022 and 20182021 were as follows:
(In thousands)(In thousands)202020192018(In thousands)202320222021
DomesticDomestic$(675,746)$167,510 $185,749 
ForeignForeign(52,412)47,644 (24,353)
Total (loss) income before taxes$(728,158)$215,154 $161,396 
Total income (loss) before taxes
The (benefit) provision for income taxes was comprised of the following for the years ended December 31, 2020, 20192023, 2022 and 2018:2021:
(In thousands)(In thousands)202020192018(In thousands)202320222021
Current federalCurrent federal$(61,726)$22,745 $2,682 
Current state and localCurrent state and local(3,747)6,261 4,901 
Current foreignCurrent foreign(32,987)5,759 4,301 
Total currentTotal current(98,460)34,765 11,884 
Deferred federal, state and localDeferred federal, state and local(43,220)(5,953)15,525 
Deferred foreignDeferred foreign1,287 1,847 (4,266)
Total deferredTotal deferred(41,933)(4,106)11,259 
Total (benefit) provision for income taxes$(140,393)$30,659 $23,143 
Total provision for income taxes

The (benefit) provision for income taxes for the corporate subsidiaries differed from the amount computed by applying the U.S. federal statutory income tax rate of 21% to income (loss) income before taxes. The sources and tax effects of the differences were as follows:    
(In thousands)(In thousands)202020192018(In thousands)202320222021
Income tax provision based on the U.S. federal statutory tax rateIncome tax provision based on the U.S. federal statutory tax rate$(152,913)$45,182 $33,893 
Partnership (income) loss not subject to corporate income taxPartnership (income) loss not subject to corporate income tax47,631 (14,031)(16,403)
State and local taxes, netState and local taxes, net(20,594)4,906 5,278 
Valuation allowanceValuation allowance3,150 196 2,321 
Expired foreign tax creditsExpired foreign tax credits2,253 
Tax creditsTax credits(426)(1,026)(1,300)
Change in U.S. tax lawChange in U.S. tax law(17,983)111 (8,730)
Foreign currency translation (gains) lossesForeign currency translation (gains) losses(1,455)(4,707)7,949 
Nondeductible expenses and otherNondeductible expenses and other(56)28 135 
Total (benefit) provision for income taxes$(140,393)$30,659 $23,143 
Total provision for income taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

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Significant components of deferred tax assets and liabilities as of December 31, 20202023 and December 31, 20192022 were as follows:    
(In thousands)(In thousands)20202019(In thousands)20232022
Deferred tax assets:Deferred tax assets:
CompensationCompensation$5,800 $9,817 
Compensation
Compensation
Accrued expensesAccrued expenses5,408 3,864 
Foreign tax creditsForeign tax credits8,765 7,439 
Tax attribute carryforwardsTax attribute carryforwards13,224 2,101 
Derivatives9,771 5,141 
Foreign currency5,318 6,230 
Foreign currency translation
Foreign currency translation
Foreign currency translation
Deferred revenueDeferred revenue10,012 2,402 
Lease liability
Deferred tax assets
Deferred tax assets
Deferred tax assetsDeferred tax assets58,298 36,994 
Valuation allowanceValuation allowance(9,755)(6,606)
Net deferred tax assetsNet deferred tax assets48,543 30,388 
Deferred tax liabilities:Deferred tax liabilities:
PropertyProperty(68,256)(95,087)
Property
Property
IntangiblesIntangibles(19,882)(17,347)
Right-of-use asset
Deferred tax liabilitiesDeferred tax liabilities(88,138)(112,434)
Net deferred tax liabilityNet deferred tax liability$(39,595)$(82,046)

We record a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The need for this allowance is based on several factors including the carryforward periods for net operating losses and tax credits, prior experience of tax credit limitations, and management's long-term estimates of domestic and foreign source income.

As of December 31, 2020,2023, we had $13.2recorded a $32.1 million of tax attribute carryforwardsvaluation allowance consisting of $13.0$18.0 million for therelated to foreign tax effectcredits, $10.3 million of state net operating loss carryforwards, and $0.2$2.4 million of federal employment tax credits. The unused state net operatingrelated to Canadian capital loss carryforwards will expire from 2025 to 2040. We do not expect to fully realize all of these tax attribute carryforwards. As such, we recorded an $8.2and $1.4 million valuation allowance relating to the tax effect of state net operating loss carryforwards as of December 31, 2020. We also recorded a $1.6 million valuation allowance related to an $8.8 millionother state deferred tax asset for foreign tax credit carryforwards representing a decrease inassets. The following table presents the changes to the valuation allowance of $5.1 million from 2019, of which $2.3 million offor the decrease related to the expiration of foreign tax credits. In total, the valuation allowance increased $3.1 million from 2019 inclusive of both the tax effect of state net operating loss and foreign tax credit carryforwards.periods presented.
(In thousands)202320222021
Beginning Valuation Allowance$(24,228)$(24,374)$(9,755)
Change in Foreign Tax Credit Carryforward Allowance(6,524)(3,075)(6,807)
Change in State Net Operating Loss Carryforward Allowance(1,310)2,660 (5,946)
Change in Canadian Capital Loss Carryforward Allowance(189)156 (2,437)
Change in Other State Deferred Tax Asset Allowance108 405 571 
Ending Valuation Allowance$(32,143)$(24,228)$(24,374)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we expect to recognize two benefits. First, we expect to carryback the 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $55.4 million. Second, as of December 31, 2020, the annual effective tax rate included a net benefit of $18.1 million from carrying back the projected 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated $34.2 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The estimated $34.2 million benefit was decreased by $16.1 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

As of December 31, 2020, $55.4 million inreceived U.S. tax refunds attributable to the net operating loss in tax year 2020 being carried back to prior years inyears. We received refunds of $77.1 million during the United States,second quarter of 2022 and an additional $11.9$2.5 million during the fourth quarter of 2022. We also received $11.1 million in tax refunds attributable to the net operating loss of our Canadian corporate subsidiary being carried back to prior years in Canada were recorded within "Current income tax receivable" in the consolidated balance sheet. We anticipate receiving these tax refunds in the fourth quarter of 2021.

On December 27, 2020, the Consolidated Appropriations Act, 2021 (the "Appropriations Act") was signed into law. The Appropriations Act resulted in various changes to U.S. tax law and made technical corrections to the CARES Act. The U.S. tax law changes and technical corrections did not impact the (benefit) provision for income taxes for the year ended December 31, 2020.

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act"), was signed into law. The Act included numerous tax law changes, including a reduction in the federal corporate income tax rate from 35% to 21%. As a result of the reduction in the federal corporate income tax rate, we recognized an $8.6 million current income tax benefit for the year ended December 31, 2018. The $8.6 million current income tax benefit for 2018 was attributable to the higher blended rate applied to net losses induring the first quarter of 2018. The change in tax rates also required the remeasurement of deferred tax balances that are expected to be realized following enactment using the applicable tax rates. As a result of finalization of the remeasurement of the net deferred
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tax liability, an additional $1.3 million deferred tax benefit was realized for the year ended December 31, 2018. In addition, we are applying the final regulations that were enacted during October 2017 which impacts the recognition of foreign currency gains and losses for the purpose of calculating U.S. taxable income. The impact of these regulations, the CARES Act and the Act resulted in a tax benefit of $18.0 million in 2020, a tax charge of $0.1 million in 2019, and a tax benefit of $8.7 million in 2018, respectively.2022.

We have recorded a deferred tax liability of $3.2$1.9 million and $2.6$1.2 million as of December 31, 20202023 and December 31, 2019,2022, respectively, to account for foreign currency translation adjustments in other comprehensive income.

Our unrecognized tax benefits, including accrued interest and penalties, were not material in any year presented. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense.

The Inflation Reduction Act was signed into law on August 16, 2022 and created a new 15% corporate alternative minimum tax ("CMAT") based on adjusted financial statement income. The effective date of the provision was January 1, 2023. We will not be subject to the CMAT as our reported earnings for each of the past three years did not exceed $1 billion.

The Canadian government has issued draft Pillar Two legislation (Global Minimum Tax Act), which it intends to enact in 2024, that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax. The Canadian legislation is expected to be effective for our fiscal year beginning January 1, 2024. We have performed an assessment of the potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the
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constituent entities in the Partnership. Based on the assessment performed, the Pillar Two effective tax rates in all jurisdictions in which we operate are above the 15% minimum tax rate. We continue to evaluate the legislation and do not expect an exposure to Pillar Two taxes for 2024.

We are subject to taxation in the U.S., Canada and various state and local jurisdictions. Our tax returns are subject to examination by state and federal tax authorities. With few exceptions, we are no longer subject to examination by the major taxing authorities for tax years before 2016.2019.

(13)(11) Lease Commitments and Contingencies:Commitments:
Lease Commitments
Our most significant lease commitment is for the land on which Schlitterbahn Waterpark Galveston is locatedat California's Great America, which we acquired upon acquisitionsold on June 27, 2022. Concurrently with the sale of the Schlitterbahn parks on July 1, 2019 (see Note 4). This land, we entered into a lease resulted incontract that allows us to operate the recognition ofpark during a six-year term, and we have an option to extend the term for an additional right-of-use asset totaling $6.8five years. The lease is subject to early termination by the buyer with at least two years' prior notice. Upon termination of the lease, we will close existing park operations and remove the rides and attractions from the land. The annual base rent under the lease liability initially was $12.2 million and an additional correspondingwill increase by 2.5% per year. Upon commencement of the lease, liability totaling $5.3 million during the third quarter of 2019. The Schlitterbahn Waterpark Galveston land lease has an initial term through 2024 with renewal options through 2049. In calculating thewe recognized a right-of-use asset and lease liability we are reasonably certainequal to exercise renewal options through 2049the annual base rent for the initial six-year term and estimated lease payments totaling $12.8 million to dismantle and remove rides and attractions upon termination of the lease. The discount rate used representsto determine the present value of the future lease payments was our incremental borrowing rate if we were to acquire the land on the acquisition date, or July 1, 2019.

As a lessee, we have also entered into various operating leases for office space, office equipment, vehicles, and revenue-generating assets. As a lessor, we leaserate. We sublease a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events. The parking lot lease is effective through the life of the stadium, or approximately 25 years, from the opening of the stadium through 2039. The lease payments were prepaid, and the corresponding income is being recognized over the life of the stadium.lease term, or through 2027. The annual lease income recognized is immaterial.

Prior to the second quarter of 2019, our mostOther significant lease commitment was forcommitments include corporate office space in Charlotte, North Carolina and the land on which California's Great AmericaSchlitterbahn Waterpark Galveston is located in the City of Santa Clara, which hadlocated. The corporate office space is generally leased through 2029. The Schlitterbahn Waterpark Galveston land lease has an initial term through 20392024 with renewal options at our discretion through 2074. On June 28, 2019,2049, which we purchased the land at California's Great America from the lessor, the City of Santa Clara,have concluded we are reasonably certain to exercise. We have also entered into various operating leases for $150.3 million.office equipment, vehicles, storage and revenue-generating assets.

Total lease cost and related supplemental information for the years ended December 31, 20202023, 2022 and December 31, 20192021 were as follows:
Years Ended December 31,
(In thousands, except for lease term and discount rate)20202019
Operating lease expense$2,797 $5,623 
Variable lease expense173 1,579 
Short-term lease expense2,205 6,635 
Sublease income(244)
Total lease cost$5,175 $13,593 
Weighted-average remaining lease term16.8 years16.7 years
Weighted-average discount rate4.1 %4.2 %
Operating cash flows for operating leases$2,679 $5,494 
Leased assets obtained in exchange for new operating lease liabilities (non-cash activity)$1,769 $5,512 
Lease expense, which includes short-term rentals for equipment and machinery, totaled $16.5 million for the year ended December 31, 2018.
Years Ended December 31,
(In thousands, except for lease term and discount rate)202320222021
Operating lease expense$19,422 $9,857 $2,711 
Variable lease expense382 972 872 
Short-term lease expense9,580 8,769 7,563 
Sublease income(1,436)(715)— 
Total lease cost$27,948 $18,883 $11,146 
Weighted-average remaining lease term5.8 years6.7 years14.1 years
Weighted-average discount rate3.9 %3.7 %3.7 %
Operating cash flows for operating leases$16,046 $9,034 $2,299 
Leased assets obtained in exchange for new operating lease liabilities (non-cash activity)$4,306 $85,789 $4,914 

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Future undiscounted cash flows under our operating leases and a reconciliation to the operating lease liabilities recognized as of December 31, 20202023 are included below:
(In thousands)December 31, 2020
Undiscounted cash flows
2021$2,113 
20221,531 
20231,249 
2024998 
2025897 
Thereafter10,313 
Total$17,101 
Present value of cash flows
Current lease liability$1,692 
Lease Liability10,483 
Total$12,175 
Difference between undiscounted cash flows and discounted cash flows$4,926 
Contingencies
We are a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the consolidated financial statements.
(In thousands)December 31, 2023
Undiscounted cash flows
2024$16,330 
202516,305 
202616,222 
202715,865 
202823,939 
Thereafter8,086 
Total$96,747 
Present value of cash flows
Current lease liability$13,294 
Lease Liability71,951 
Total$85,245 
Difference between undiscounted cash flows and discounted cash flows$11,502 

(14)(12) Fair Value Measurements:
The table below presents the balances of assets and liabilities measured at fair value as of December 31, 20202023 and December 31, 20192022 on a recurring basis, as well as the fair values of other financial instruments, including their locations within the consolidated balance sheets:
(In thousands)(In thousands)December 31, 2020December 31, 2019(In thousands)December 31, 2023December 31, 2022
Consolidated Balance Sheet LocationFair Value Hierarchy LevelCarrying ValueFair ValueCarrying ValueFair ValueBalance Sheet LocationFair Value Hierarchy LevelCarrying ValueFair ValueCarrying ValueFair Value
Financial assets (liabilities) measured on a recurring basis:Financial assets (liabilities) measured on a recurring basis:
Short-term investmentsShort-term investmentsOther current assetsLevel 1$280 $280 $275 $275 
Interest rate swaps
Derivative Liability (1)
Level 2$(39,086)$(39,086)$(23,237)$(23,237)
Short-term investments
Short-term investments
Other financial assets (liabilities):Other financial assets (liabilities):
Term debt
Long-Term Debt (2)
Level 2$(264,250)$(253,680)$(721,875)$(725,484)
2024 senior notes
Long-Term Debt (2)
Level 1$(450,000)$(451,125)$(450,000)$(462,375)
Other financial assets (liabilities):
Other financial assets (liabilities):
2025 senior notes
2025 senior notes
2025 senior notes2025 senior notes
Long-Term Debt (2)
Level 2$(1,000,000)$(1,043,750)
2027 senior notes2027 senior notes
Long-Term Debt (2)
Level 1$(500,000)$(507,500)$(500,000)$(535,000)
2028 senior notes2028 senior notes
Long-Term Debt (2)
Level 2$(300,000)$(318,000)
2029 senior notes2029 senior notes
Long-Term Debt (2)
Level 1 (3)
$(500,000)$(505,625)$(500,000)$(539,375)
(1)As of December 31, 2019, $5.1 million of the fair value of our swap portfolio was classified as current and recorded in "Other accrued liabilities".
(2)Carrying values of long-term debt balances are before reductions offor debt issuance costs and original issue discount of $60.0$24.5 million and $26.0$31.8 million as of December 31, 20202023 and December 31, 2019,2022, respectively.
(3)The 2029 senior notes were based on Level 1 inputs as of December 31, 2020 and Level 2 inputs as of December 31, 2019.

Fair values of the interest rate swap agreements are determined using significant inputs, including LIBOR forward curves, which are considered Level 2 observable market inputs.

Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets, goodwill, and indefinite-lived intangible assets for impairment as of March 29, 2020 and September 27, 2020. As of both periods, we concluded the estimated fair value of goodwill at the Schlitterbahn parks reporting unit and the Schlitterbahn trade name, and the estimated fair value of goodwill at the Dorney Park reporting unit no longer exceeded their carrying values. As of March 29, 2020, we also concluded the estimated fair value of the long-lived assets of the Schlitterbahn parks no longer exceeded their carrying values. Therefore, as of March 29, 2020 and September 27, 2020, these assets were measured at fair value. We recorded a $2.7 million, $73.6 million and $7.9 million impairment charge to long-lived assets, goodwill and the trade name at the Schlitterbahn parks, respectively, and a $6.8 million impairment charge to goodwill at Dorney Park during the first quarter of
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2020. We also recorded an $11.3 million and $2.2 million impairment charge to goodwill and the trade name at the Schlitterbahn parks, respectively, and a $2.3 million impairment charge to goodwill at Dorney Park during the third quarter of 2020. The long-lived asset impairment charge was recorded in "Loss on impairment / retirement of fixed assets", and the goodwill and intangible asset impairment charges were recorded in "Loss on impairment of goodwill and other intangibles" within the consolidated statements of operations and comprehensive (loss) income.

The fair value determination for our long-lived assets, reporting units and indefinite-lived intangible assets included numerous assumptions based on Level 3 inputs. The fair value of our long-lived assets was determined using a real and personal property appraisal of which the principal assumptions included the principal market and market participants upon sale. The primary assumptions used to determine the fair value of our reporting units included growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks following the COVID-19 pandemic, the related anticipated demand upon re-opening our parks following the COVID-19 pandemic, terminal value growth rates, future estimates of capital expenditures, changes in future capital requirements, and a weighted-average cost of capital that reflected current market conditions. The fair value of our indefinite-lived intangible assets was determined using a relief-from-royalty method of which the principal assumptions included royalty rates, growth rates in revenues, estimates of future expected changes in operating margins, the anticipated time frame to re-open our parks following the COVID-19 pandemic, the related anticipated demand upon re-opening our parks following the COVID-19 pandemic, terminal value growth rates, and a discount rate based on a weighted-average cost of capital that reflected current market conditions.

The carrying value of cash and cash equivalents, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 20202023 or December 31, 2019.2022. The "Loss on impairment / retirement of fixed assets" within the consolidated statements of operations and comprehensive income (loss) included the write-off of the net book value of certain property and equipment based on Level 3 inputs.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of December 31, 2020,2023, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020.2023.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed 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. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2020.2023. In making this assessment, it used the criteria described in "Internal Control - Integrated Framework" (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. As a result of its assessment, management concluded that, as of December 31, 2020,2023, our internal control over financial reporting was effective. Deloitte & Touche LLP, the independent registered public accounting firm that audited the financial statements included in this Form 10-K, has issued an attestation report on our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 20202023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, many of our employees continued working from home during the fourth quarter of 2020. We are monitoring and assessing the changing business environment resulting from the COVID-19 pandemic and the related effect on our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.During the three months ended December 31, 2023, no director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Cedar Fair Management, Inc., an Ohio corporation owned by an Ohio trust, is the General Partner of the Partnership and has full responsibility for the management of the Partnership (seePartnership; see Note 21).

A. Identification of Directors:

The information required by this item is incorporated by reference to the material in our Proxy Statementdefinitive proxy statement pursuant to Regulation 14A or an amendment to this Form 10-K under cover of Form 10-K/A to be used in connection withfiled within 120 days of the annual meetingend of limited partner unitholders to be held in May 2021 (the "Proxy Statement")the fiscal year ended December 31, 2023 under the captions "Proposal One. Election"Board of Directors", "Board Committees", and, if required, Delinquent"Delinquent Section 16(a) Reports.Reports".

B. Identification of Executive Officers:

Information regarding executive officers of the Partnership is included in this Annual Report on Form 10-K under the caption "Supplemental Item. Information about our Executive Officers" in Item 1 of Part I and is incorporated herein by reference.

C. Code of Ethics and Certifications:

In accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K, we have adopted a Code of Conduct and Ethics (the "Code"), which applies to all directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. A copy of the Code is available free of charge on the Internet at theour Investor Relations section of our website (www.cedarfair.comwww.ir.cedarfair.com).

We submitted an unqualified Section 303A.12(a) Chief Executive Officer certification to the New York Stock Exchange on June 2, 2020,20, 2023, stating that we were in compliance with the NYSE's Corporate Governance Listing Standards. The Chief Executive Officer and Chief Financial Officer certifications under Section 302 of the Sarbanes-Oxley Act are included as exhibits to this Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is incorporated by reference to the material in our Proxy Statementdefinitive proxy statement pursuant to Regulation 14A or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2023 under the captions "Executive Compensation", "Compensation Committee Interlocks and Insider Participation", and "Compensation"People, Culture & Compensation Committee Report".

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS.

The information required by this item is incorporated by reference to the material in our Proxy Statementdefinitive proxy statement pursuant to Regulation 14A or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2023 under the caption "Security Ownership of Certain Beneficial Owners and Management".

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information concerning units authorized or available for issuance under our equity compensation plan (see Note 108) as of December 31, 2020:2023:
Plan CategoryPlan Category


Number of units to be issued upon exercise of outstanding options, warrants and rights
(a) (1)


Weighted-average exercise price of outstanding options, warrants and rights
(b) (2)
Number of units remaining available for future issuance under equity compensation plans
(excluding units
reflected in column (a))
(c)
Plan Category


Number of units to be issued upon exercise of outstanding options, warrants and rights
(a) (1)


Weighted-average exercise price of outstanding options, warrants and rights
(b)
Number of units remaining available for future issuance under equity compensation plans
(excluding units
reflected in column (a))
(c)
Equity compensation plans approved by unitholdersEquity compensation plans approved by unitholders1,099,472 $34.50 2,268,552 
Equity compensation plans not approved by unitholdersEquity compensation plans not approved by unitholders   
TotalTotal1,099,472 $34.50 2,268,552 

(1)The units in column (a) include performance awards and deferred unit awards at the maximum number of units issuable, as well as unit options outstanding.
(2)The weighted average price in column (b) represents the weighted average price of 352,136 unit options outstanding. Performance awards and deferred unit awards are excluded from column (b).issuable.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this item is incorporated by reference to the material in our Proxy Statementdefinitive proxy statement pursuant to Regulation 14A or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2023 under the captions "Certain Relationships and Related Transactions", "Board Independence", and "Board Committees".

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item is incorporated by reference to the material in our Proxy Statementdefinitive proxy statement pursuant to Regulation 14A or an amendment to this Form 10-K under cover of Form 10-K/A to be filed within 120 days of the end of the fiscal year ended December 31, 2023 under the caption "Independent Registered Public Accounting Firm Services and Fees".

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A. 1. Financial Statements

The following consolidated financial statements of the Registrant, the notes thereto and the related Report of Independent Registered Public Accounting Firm are filed under Item 8 of this Report:
Page
(i)Report of Independent Registered Public Accounting Firm
(ii)Consolidated Balance Sheets - December 31, 20202023 and 20192022
(iii)Consolidated Statements of Operations and Comprehensive Income (Loss) - Years ended December 31, 2023, 2022, and 2021
(iii)Consolidated Statements of Operations and Comprehensive (Loss) Income - Years ended December 31, 2020, 2019, and 2018
(iv)Consolidated Statements of Cash Flows - Years ended December 31, 2020, 2019,2023, 2022, and 2018
(v)Consolidated Statements of Partners' Equity (Deficit) - Years ended December 31, 2020, 2019, and 20182021
(v)Consolidated Statements of Partners' Deficit - Years ended December 31, 2023, 2022, and 2021
(vi)Notes to Consolidated Financial Statements - December 31, 2020, 2019,2023, 2022, and 20182021

A. 2. Financial Statement Schedules

All schedules are omitted as the information is not required or is otherwise furnished.

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A. 3. Exhibits

The exhibits listed below are incorporated herein by reference to prior SEC filings by the Registrant or are included as exhibits in this Form 10-K.

Exhibit NumberDescription
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Exhibit NumberDescription
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Exhibit NumberDescription

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Exhibit NumberDescription

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Exhibit NumberDescription
101 The following materials from the Partnership's Annual Report on Form 10-K for the year ended December 31, 20202023 formatted in Inline XBRL: (i) the Consolidated Statements of Operations and Comprehensive Income (Loss) Income,, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Partners' Equity (Deficit),Deficit, and (v) related notes, tagged as blocks of text and including detailed tags.
104 The cover page from the Partnership's Annual Report on Form 10-K for the year ended December 31, 2020,2023, formatted in Inline XBRL (included as Exhibit 101).
(+) Management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CEDAR FAIR, L.P.
(Registrant)

DATED:     February 19, 2021        16, 2024        
By:    Cedar Fair Management, Inc.
General Partner

/S/ Richard A. Zimmerman
Richard A. Zimmerman
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/S/Richard A. ZimmermanDirector, President and Chief Executive OfficerFebruary 19, 202116, 2024
Richard A. ZimmermanDirector(Principal Executive Officer)
/S/Brian C. WitherowExecutive Vice President and Chief Financial OfficerFebruary 19, 202116, 2024
Brian C. Witherow(Principal Financial Officer)
/S/David R. HoffmanSenior Vice President and Chief Accounting OfficerFebruary 19, 202116, 2024
David R. Hoffman(Principal Accounting Officer)
/S/Daniel J. HanrahanChairman of the Board of DirectorsFebruary 19, 202116, 2024
Daniel J. Hanrahan
/S/Nina BartonDirectorFebruary 16, 2024
Nina Barton
/S/Louis CarrDirectorFebruary 19, 202116, 2024
Louis Carr
/S/Gina D. FranceMichelle M. FrymireDirectorFebruary 19, 202116, 2024
Michelle M. Frymire
/S/Gina D. FranceJennifer MasonDirectorFebruary 16, 2024
Jennifer Mason
/S/D. Scott OlivetDirectorFebruary 19, 202116, 2024
D. Scott Olivet
/S/Matthew A. OuimetDirectorFebruary 19, 2021
Matthew A. Ouimet
/S/Carlos A. RuisanchezDirectorFebruary 19, 202116, 2024
Carlos A. Ruisanchez
/S/Lauri M. ShanahanDirectorFebruary 19, 2021
Lauri M. Shanahan
/S/Debra Smithart-OglesbyDirectorFebruary 19, 2021
Debra Smithart-Oglesby
 

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