UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September ~~24, 2017~~29, 2019



o☐	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~~Delaware		34-1560655
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Cedar Point Drive, Sandusky, Ohio44870-5259

(Address of principal executive offices) (Zip Code)

~~(419)~~ (419) 626-0830

(Registrant’s telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units Representing Limited Partner Interests	FUN	New York Stock Exchange

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. Yesx☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesx☒ No o☐

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	x☒	Accelerated filer		o
			☐
Non-accelerated filer	o ~~(Do not check if a smaller reporting company)~~ ☐	Smaller reporting company		o
				☐
		Emerging growth company		o☐

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No x☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.




Title of Class		Units Outstanding as of ~~October 27, 2017~~November 1, 2019
Units Representing Limited Partner Interests		~~56,237,988~~56,663,821

Page 1 of 3949 pages

CEDAR FAIR, L.P.

~~INDEX~~

FORM ~~10 - Q~~10-Q CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



	September 29, 2019			December 31, 2018			September 23, 2018
ASSETS
Current Assets:
Cash and cash equivalents	$	258,116		$	105,349		$	190,756
Receivables	68,754			51,518			58,398
Inventories	37,734			30,753			36,549
Other current assets	20,196			12,589			21,875
	384,800			200,209			307,578
Property and Equipment:
Land	439,309			268,411			272,186
Land improvements	451,269			434,501			435,513
Buildings	801,175			732,666			729,108
Rides and equipment	1,900,910			1,813,489			1,817,601
Construction in progress	69,050			77,716			61,474
	3,661,713			3,326,783			3,315,882
Less accumulated depreciation	(1,829,382		)	(1,727,345		)	(1,727,183		)
	1,832,331			1,599,438			1,588,699
Goodwill	358,451			178,719			182,004
Other Intangibles, net	59,693			36,376			37,131
Right-of-Use Asset	11,067			—			—
Other Assets	11,669			9,441			13,536
	$	2,658,011		$	2,024,183		$	2,128,948
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	7,500		$	5,625		$	3,750
Accounts payable	32,928			23,314			32,989
Deferred revenue	130,265			107,074			102,326
Accrued interest	30,181			7,927			21,893
Accrued taxes	48,265			29,591			48,372
Accrued salaries, wages and benefits	39,206			18,786			30,578
Self-insurance reserves	23,837			24,021			25,923
Other accrued liabilities	17,297			18,381			22,232
	329,479			234,719			288,063
Deferred Tax Liability	82,658			81,717			74,637
Derivative Liability	27,773			6,705			—
Lease Liability	7,440			—			—
Other Liabilities	18,966			11,058			16,292
Long-Term Debt:
Term debt	717,364			719,507			720,846
Notes	1,431,612			938,061			937,440
	2,148,976			1,657,568			1,658,286
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290
General partner	(1		)	(1		)	—
Limited partners, 56,596, 56,564 and 56,441 units outstanding as of September 29, 2019, December 31, 2018 and September 23, 2018, respectively	21,276			5,845			78,464
Accumulated other comprehensive income	16,154			21,282			7,916
	42,719			32,416			91,670
	$	2,658,011		$	2,024,183		$	2,128,948

9/24/2017 12/31/2016 9/25/2016
ASSETS
Current Assets:
Cash and cash equivalents $ 249,946
$ 122,716
$ 187,302
Receivables 52,303
35,414
51,536
Inventories 34,240
26,276
31,059
Other current assets 18,624
11,270
13,809
355,113
195,676
283,706
Property and Equipment:
Land 272,213
265,961
267,175
Land improvements 416,629
402,013
394,141
Buildings 707,964
663,982
675,440
Rides and equipment 1,740,826
1,643,770
1,653,274
Construction in progress 57,605
58,299
34,918
3,195,237
3,034,025
3,024,948
Less accumulated depreciation (1,614,727 ) (1,494,805 ) (1,498,908 )
1,580,510
1,539,220
1,526,040
Goodwill 185,010
179,660
215,460
Other Intangibles, net 38,532
37,837
36,430
Other Assets 17,407
20,788
21,473
$ 2,176,572
$ 1,973,181
$ 2,083,109
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ —
$ 2,775
$ 1,200
Accounts payable 33,710
20,851
32,891
Deferred revenue 86,732
82,765
65,748
Accrued interest 23,928
9,986
10,939
Accrued taxes 78,657
58,958
69,916
Accrued salaries, wages and benefits 30,666
30,358
42,744
Self-insurance reserves 27,549
27,063
26,820
Other accrued liabilities 20,562
9,927
12,348
301,804
242,683
262,606
Deferred Tax Liability 112,671
104,885
137,712
Derivative Liability 14,849
17,721
30,185
Other Liabilities 12,340
13,162
12,488
Long-Term Debt:
Term debt 723,385
594,228
595,253
Notes 936,241
939,983
939,418
1,659,626
1,534,211
1,534,671
Partners’ Equity:
Special L.P. interests 5,290
5,290
5,290
General partner —
—
1
Limited partners, 56,238, 56,201 and 56,091 units outstanding at September 24, 2017, December 31, 2016 and September 25, 2016, respectively 74,155
52,288
100,956
Accumulated other comprehensive income (loss) (4,163 ) 2,941
(800 )
75,282
60,519
105,447
$ 2,176,572
$ 1,973,181
$ 2,083,109

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per unit amounts)


	Three months ended						Nine months ended						Three months ended						Nine months ended
	9/24/2017			9/25/2016			9/24/2017			9/25/2016			September 29, 2019			September 23, 2018			September 29, 2019			September 23, 2018
Net revenues:
Admissions	$	361,279		$	361,949		$	598,723		$	604,947		$	382,776		$	358,923		$	645,715		$	590,091
Food, merchandise and games	205,137			202,341			356,512			354,032			224,444			210,426			399,525			361,428
Accommodations, extra-charge products and other	86,273			85,993			138,570			137,776			107,292			94,354			172,439			147,227
	652,689			650,283			1,093,805			1,096,755			714,512			663,703			1,217,679			1,098,746
Costs and expenses:
Cost of food, merchandise, and games revenues	52,647			52,057			92,376			92,860			58,475			53,891			105,932			94,912
Operating expenses	202,710			199,292			447,379			441,421			227,625			206,505			503,601			462,750
Selling, general and administrative	71,663			65,099			151,142			142,082			83,080			67,114			174,527			149,837
Depreciation and amortization	70,060			64,685			126,237			118,175			68,335			74,374			137,828			132,114
Loss on impairment / retirement of fixed assets, net	1,347			1,355			3,057			5,382			1,675			3,247			3,781			7,959
Gain on sale of investment	(1,877		)	—			(1,877		)	—			—			—			(617		)	—
	396,550			382,488			818,314			799,920			439,190			405,131			925,052			847,572
Operating income	256,139			267,795			275,491			296,835			275,322			258,572			292,627			251,174
Interest expense	21,638			20,957			62,472			61,869			27,967			21,464			71,814			62,563
Net effect of swaps	(952		)	1,650			3,717			8,902			3,910			(1,217		)	21,068			(5,751		)
Loss on early debt extinguishment	—			—			23,115			—			—			—			—			1,073
(Gain) loss on foreign currency	(29,193		)	7,341			(35,047		)	(23,675		)	5,608			(13,054		)	(12,533		)	12,024
Other income	(416		)	(58		)	(464		)	(84		)	(933		)	(698		)	(808		)	(1,186		)
Income before taxes	265,062			237,905			221,698			249,823			238,770			252,077			213,086			182,451
Provision for taxes	73,747			62,918			63,769			65,339			48,815			38,770			43,506			33,301
Net income	191,315			174,987			157,929			184,484			189,955			213,307			169,580			149,150
Net income allocated to general partner	1			2			1			2			2			3			2			2
Net income allocated to limited partners	$	191,314		$	174,985		$	157,928		$	184,482		$	189,953		$	213,304		$	169,578		$	149,148

Net income	$	191,315		$	174,987		$	157,929		$	184,484		$	189,955		$	213,307		$	169,580		$	149,150
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(11,143		)	1,397			(13,085		)	(5,447		)	2,554			(5,276		)	(5,128		)	5,990
Unrealized gain on cash flow hedging derivatives	1,994			1,994			5,981			1,356
Cash flow hedging derivative activity													—			2,116			—			6,250
Other comprehensive income (loss), (net of tax)	(9,149		)	3,391			(7,104		)	(4,091		)	2,554			(3,160		)	(5,128		)	12,240
Total comprehensive income	$	182,166		$	178,378		$	150,825		$	180,393		$	192,509		$	210,147		$	164,452		$	161,390
Basic income per limited partner unit:
Weighted average limited partner units outstanding	56,078			55,948			56,062			55,922			56,519			56,231			56,344			56,205
Net income per limited partner unit	$	3.41		$	3.13		$	2.82		$	3.30		$	3.36		$	3.79		$	3.01		$	2.65
Diluted income per limited partner unit:
Weighted average limited partner units outstanding	56,591			56,365			56,631			56,392			56,931			56,696			56,816			56,753
Net income per limited partner unit	$	3.38		$	3.10		$	2.79		$	3.27		$	3.34		$	3.76		$	2.98		$	2.63

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY

(In thousands)

Nine months ended
9/24/2017 9/25/2016
Limited Partnership Units Outstanding
Beginning balance 56,201
56,018
Limited partnership unit options exercised 9
29
Limited partnership unit forfeitures (3 ) —
Issuance of limited partnership units as compensation 31
44
56,238
56,091
Limited Partners’ Equity
Beginning balance $ 52,288
$ 48,428
Net income 157,928
184,482
Partnership distribution declared ($2.565 and $2.475 per limited partnership unit) (144,516 ) (139,041 )
Expense recognized for limited partnership unit options —
5
Tax effect of units involved in treasury unit transactions (2,560 ) (1,903 )
Issuance of limited partnership units as compensation 11,015
8,985
74,155
100,956
General Partner’s Equity
Beginning balance —
—
Net income 1
2
Partnership distribution declared (1 ) (1 )
—
1
Special L.P. Interests 5,290
5,290

Accumulated Other Comprehensive Income
Foreign currency translation adjustment:
Beginning balance 18,891
22,591
Period activity, net of tax $0 and $3,131 (13,085 ) (5,447 )
5,806
17,144
Unrealized loss on cash flow hedging derivatives:
Beginning balance (15,950 ) (19,300 )
Period activity, net of tax ($1,113) and ($279) 5,981
1,356
(9,969 ) (17,944 )
(4,163 ) (800 )
Total Partners’ Equity $ 75,282
$ 105,447



For the three months ended	Limited Partnership Units Outstanding		Limited Partners’ Equity			General Partner’s Equity			Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)			Total Partners’ Equity
Balance as of June 24, 2018	56,441		$	(86,435	)	$	(2	)	$	5,290	$	11,076		$	(70,071	)
Net income	—		213,304			3			—		—			213,307
Partnership distribution declared ($0.890 per unit)	—		(50,293		)	(1		)	—		—			(50,294		)
Issuance of limited partnership units related to compensation	—		1,892			—			—		—			1,892
Tax effect of units involved in treasury unit transactions	—		(4		)	—			—		—			(4		)
Foreign currency translation adjustment, net of tax ($1,055)	—		—			—			—		(5,276		)	(5,276		)
Cash flow hedging derivative activity, net of tax ($249)	—		—			—			—		2,116			2,116
Balance as of September 23, 2018	56,441		$	78,464		$	—		$	5,290	$	7,916		$	91,670

Balance as of June 30, 2019	56,597		$	(119,088	)	$	(2	)	$	5,290	$	13,600		$	(100,200	)
Net income	—		189,953			2			—		—			189,955
Partnership distribution declared ($0.925 per unit)	—		(52,358		)	(1		)	—		—			(52,359		)
Issuance of limited partnership units related to compensation	(1	)	2,823			—			—		—			2,823
Tax effect of units involved in treasury unit transactions	—		(54		)	—			—		—			(54		)
Foreign currency translation adjustment, net of tax $478	—		—			—			—		2,554			2,554
Balance as of September 29, 2019	56,596		$	21,276		$	(1	)	$	5,290	$	16,154		$	42,719

For the nine months ended	Limited Partnership Units Outstanding		Limited Partners’ Equity			General Partner’s Equity			Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)			Total Partners’ Equity
Balance as of December 31, 2017	56,359		$	81,589		$	—		$	5,290	$	(3,933	)	$	82,946
Net income	—		149,148			2			—		—			149,150
Partnership distribution declared ($2.670 per unit)	—		(150,850		)	(2		)	—		—			(150,852		)
Issuance of limited partnership units related to compensation	82		1,235			—			—		—			1,235
Tax effect of units involved in treasury unit transactions	—		(3,049		)	—			—		—			(3,049		)
Foreign currency translation adjustment, net of tax $1,247	—		—			—			—		5,990			5,990
Cash flow hedging derivative activity, net of tax ($845)	—		—			—			—		6,250			6,250
Reclassification of stranded tax effect	—		391			—			—		(391		)	—
Balance as of September 23, 2018	56,441		$	78,464		$	—		$	5,290	$	7,916		$	91,670

Balance as of December 31, 2018	56,564		$	5,845		$	(1	)	$	5,290	$	21,282		$	32,416
Net income	—		169,578			2			—		—			169,580
Partnership distribution declared ($2.775 per unit)	—		(157,043		)	(2		)	—		—			(157,045		)
Issuance of limited partnership units related to compensation	32		4,511			—			—		—			4,511
Tax effect of units involved in treasury unit transactions	—		(1,615		)	—			—		—			(1,615		)
Foreign currency translation adjustment, net of tax ($1,142)	—		—			—			—		(5,128		)	(5,128		)
Balance as of September 29, 2019	56,596		$	21,276		$	(1	)	$	5,290	$	16,154		$	42,719

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Nine months ended						Nine months ended
	9/24/2017			9/25/2016			September 29, 2019			September 23, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	157,929		$	184,484		$	169,580		$	149,150
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	126,237			118,175			137,828			132,114
Loss on early debt extinguishment	23,115			—			—			1,073
Non-cash foreign currency gain on debt	(39,296		)	(23,891		)
Non-cash foreign currency (gain) loss on debt							(13,406		)	13,093
Other non-cash expenses	26,942			36,004			34,614			8,512
Net change in working capital	27,625			31,267			54,854			25,788
Net change in other assets/liabilities	66			(5,337		)	5,669			4,704
Net cash from operating activities	322,618			340,702			389,139			334,434
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(152,373		)	(126,864		)	(296,616		)	(145,716		)
Acquisitions, net of cash acquired							(270,171		)	—
Proceeds from sale of investment	3,281			—			617			—
Purchase of identifiable intangible assets	(66		)	—
Net cash for investing activities	(149,158		)	(126,864		)	(566,170		)	(145,716		)
CASH FLOWS FOR FINANCING ACTIVITIES
Term debt borrowings	750,000			—
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Note borrowings	500,000			—			500,000			—
Term debt payments	(617,850		)	(6,000		)	(1,875		)	—
Note payments, including amounts paid for early termination	(515,458		)	—
Distributions paid to partners	(144,517		)	(139,042		)	(157,045		)	(150,852		)
Payment of debt issuance costs	(19,684		)	—
Payment of debt issuance costs and original issue discount							(7,812		)	(2,521		)
Exercise of limited partnership unit options							—			125
Tax effect of units involved in treasury unit transactions	(2,560		)	(1,903		)	(1,615		)	(3,049		)
Payments related to tax withholding for equity compensation	(2,053		)	(920		)	(4,249		)	(6,943		)
Net cash for financing activities	(52,122		)	(147,865		)
Net cash from (for) financing activities							327,404			(163,240		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	5,892			1,772			2,394			(967		)
CASH AND CASH EQUIVALENTS
Net increase for the period	127,230			67,745			152,767			24,511
Balance, beginning of period	122,716			119,557			105,349			166,245
Balance, end of period	$	249,946		$	187,302		$	258,116		$	190,756
SUPPLEMENTAL INFORMATION
Net cash payments for interest expense	$	48,729		$	61,558
Cash payments for interest expense							$	49,001		$	48,128
Interest capitalized	1,770			1,699			2,524			2,173
Cash payments for income taxes, net of refunds	44,090			33,141			30,604			35,403
Capital expenditures in accounts payable	5,582			3,179			3,703			4,333

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FOR THE PERIODS ENDED~~ ~~SEPTEMBER 24, 2017~~ ~~AND~~ ~~SEPTEMBER 25, 2016~~

CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the ~~Partnership)~~"Partnership," "we," "us," or "our") without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of ~~the Partnership's~~our amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.

(1) Significant Accounting and Reporting Policies:

~~The Partnership’s~~Except for the changes described below, our unaudited condensed consolidated financial statements ~~for the periods ended September 24, 2017 and September 25, 2016~~ included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, ~~2016~~2018, which were included in the Form 10-K filed on February ~~24, 2017.~~22, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the ~~Commission)~~"Commission"). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

Adopted Accounting Pronouncements

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). The amendments in ASU 2016-09 are meant to simplify the current accounting for share-based payment transactions, specifically the accounting for income taxes, award classification, cash flow presentation, and accounting for forfeitures. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016. The PartnershipWe adopted this guidance in the first quarter of 2017. The impact of the guidance included: (1) prospective recognition of excess tax benefits and tax deficiencies as income tax expense (as opposed to the previous recognition in additional paid-in-capital), approximately $0.7 million of excess tax benefits were recognized in provision for taxes for the nine months ended September 24, 2017; (2) prospective exclusion of future excess tax benefits and deficiencies in the calculation of diluted shares, which had an immaterial impact on net income per limited partner unit for the nine months ending September 24, 2017; (3) prospective classification of excess tax benefits as an operating activity within the statement of cash flows (as opposed to the previous classification as a financing activity), approximately $0.7 million of excess tax benefits were classified as an operating activity for the nine months ended September 24, 2017; (4) the formal accounting policy election to recognize forfeitures as they occur (as opposed to estimating a forfeiture accrual), which did not have a material impact on the Partnership's financial statements; (5) retrospective classification of employee taxes paid when an employer withholds shares for tax withholding purposes as a financing activity within the statement of cash flows (as opposed to the previous classification as an operating activity), approximately $0.9 million was reclassified for the nine months ended September 25, 2016.

~~New Accounting Pronouncements~~

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The ASU provides for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or modified retrospective transition method, and early adoption is permitted only as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. The Partnership expects to adopt this standard in the first quarter of 2018 using the modified retrospective method. The Partnership anticipates the primary impact of the adoption on the consolidated financial statements will be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. The Partnership does not anticipate adoption of the standard to have a material effect on the consolidated financial statements.

~~In February 2016, the FASB issued~~ Accounting Standards Update No. 2016-02, Leases ("ASU 2016-02"). effective January 1, 2019 using the comparative reporting approach, which requires application of the new standard at the adoption date. The ASU requires the recognition of lease assets and lease liabilities within the balance sheet by lessees for operating leases, as well as requires additional disclosures in the condensed consolidated financial statements regarding the amount, timing, and uncertainty of cash flows arising from leases. The ASU does not significantly change the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee, nor does the ASU significantly change the accounting applied by a lessor. ~~ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. This ASU requires a modified retrospective method and applies to~~The adoption of the ~~earliest period presented~~standard resulted in the ~~financial statements. The Partnership expects to adopt this standard in the first quarter~~recognition of ~~2019. While the Partnership is still in the process of evaluating the effect this standard will have on the consolidated financial statements and related~~

~~disclosures, the Partnership anticipates recognizing a~~ right-of-use ~~asset~~assets and corresponding lease ~~liability on the consolidated balance sheet~~liabilities for the Santa Clara land lease, as well as our other operating leases, ~~upon adoption.~~

~~In January 2017,~~of $73.5 million and the ~~FASB issued Accounting Standards Update No. 2017-04, Simplifying~~addition of required disclosures (see Note 12). We elected not to reassess: whether any expired or existing contracts are or contain leases; the ~~Test~~lease classification of any expired or existing leases; and the initial direct costs for ~~Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 eliminates step two~~any existing leases. On June 28, 2019, we purchased the land at California's Great America from the ~~goodwill impairment test. Instead, an entity should recognize an impairment charge~~lessor, the City of Santa Clara, for $150.3 million. Following the purchase, our remaining lease commitments were immaterial to the condensed consolidated financial statements. However, we assumed lease commitments when we completed the acquisition of the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston on July 1, 2019 (see Note 3). In particular, we assumed a lease commitment for the ~~amount by~~land on which ~~a reporting unit's carrying amount exceeds its fair value, not to exceed~~Schlitterbahn Waterpark Galveston is located. This land lease resulted in the ~~carrying amount~~recognition of ~~goodwill. ASU 2017-04 is effective for annual~~an additional right-of-use asset totaling $6.8 million and any interim impairment tests for periods beginning after December 15, 2019 on a prospective basis. Early adoption is permitted for annual and any interim impairment tests occurring after January 1, 2017. The Partnership has adoptedan additional corresponding lease liability totaling $5.3 million during the ~~standard for its 2017 annual impairment test which is currently in process. The Partnership does not anticipate the adoption~~third quarter of ~~the standard to have a material effect on the consolidated financial statements.~~2019.

(2) Interim Reporting:

~~The Partnership owns and operates~~ ~~eleven~~We are one of the largest regional amusement park operators in the world with 13 properties consisting of amusement parks, ~~two~~ ~~separately gated outdoor~~ water parks ~~one~~ ~~indoor water park~~ and ~~five~~ ~~hotels. The Partnership's~~complementary resort facilities in our portfolio. All of our parks operate seasonally with the exception of Knott's Berry Farm. Our seasonal ~~amusement~~ parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day. After Labor Day, ~~after which they~~our seasonal parks are open during select weekends in September and, in most cases, ~~October. The two separately gated outdoor water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends before~~in the fourth quarter for Halloween and ~~after this period.~~winter events. As a result, a substantial portion of ~~the Partnership’s~~our revenues from these seasonal parks are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. ~~In 2017, four of the seasonal properties will extend their operating seasons approximately 20 to 25 days to include WinterFest, a holiday event operating during November and December.~~ Knott's Berry Farm ~~continues to be~~is open daily on a year-round basis. ~~Castaway Bay is generally open daily from Memorial Day to Labor Day with an additional limited daily schedule for the balance of the year.~~

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, ~~the Partnership has~~we have adopted the following accounting and reporting ~~procedures for its seasonal parks:~~procedures: (a) revenues onfrom multi-use products are recognized over the estimated number of uses expected for each type of ~~product~~product; and ~~are adjusted~~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; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the ~~season,~~season; and (c) all other costs are expensed as incurred or ratably over the entire year.

(3) 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, subject to final working capital adjustments. 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 and an indefinite-lived trade name of $23.2 million were recorded. All of the goodwill is expected to be deductible for income tax purposes. The purchase price allocation remains preliminary as management completes the valuation assessment of property acquired and finalizes the working capital adjustment.

The results of the Schlitterbahn parks' operations from the date of acquisition, including $41.5 million of net revenues and $20.2 million of net income, are included within the unaudited condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 29, 2019. Related acquisition transaction costs totaled $7.0 million for the nine months ended September 29, 2019 and are included within Selling, general and administrative expenses. If we had acquired the Schlitterbahn parks on January 1, 2018, our results for the nine months ended September 29, 2019 would have included net revenues and net income of approximately $68 million and $20 million, respectively. Comparable results for the nine months ended September 23, 2018 would have included net revenues and net income of approximately $66 million and $21 million, respectively.

In conjunction with the acquisition of the Schlitterbahn parks, we issued $500 million of 5.250% senior unsecured notes maturing in 2029 (see Note 7). The net proceeds from the offering of the notes were used to complete the acquisition, complete the purchase of land at California's Great America (see Note 12), to pay transaction fees and expenses, and for general corporate purposes and repayment of the revolving credit facility.

We completed an immaterial acquisition of Sawmill Creek Resort located in Huron, Ohio on July 3, 2019. Sawmill Creek Resort is a 236-room resort lodge located on 235 acres with a marina, a half-mile beach and 50 acres of undeveloped land.

(4) Revenue Recognition:

As disclosed within the unaudited condensed consolidated statements of operations and comprehensive 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".

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, described below, for the periods presented:



	Three months ended						Nine months ended
(In thousands)	September 29, 2019			September 23, 2018			September 29, 2019			September 23, 2018
In-park revenues	$	658,645		$	611,999		$	1,114,240		$	1,005,133
Out-of-park revenues	76,347			70,129			140,452			126,306
Concessionaire remittance	(20,480		)	(18,425		)	(37,013		)	(32,693		)
Net revenues	$	714,512		$	663,703		$	1,217,679		$	1,098,746

Due to our highly seasonal operations, a substantial portion of our revenues are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at the 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. The number of uses is estimated based on historical usage adjusted for expected usage. 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 condensed consolidated statement of operations and comprehensive income. Concessionaire arrangement revenues are recognized over the operating season and are variable. 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, some sponsorship revenues 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.

Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is at its highest immediately prior to the peak summer season, and at its lowest in the fall after the peak summer season and at the beginning of the selling season for the next year's products. Season-long products represent the majority of the deferred revenue balance in any given period.

Of the $107.1 million of deferred revenue recorded as of January 1, 2019, 88% 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 nine months ended September 29, 2019, approximately $85.0 million of the deferred revenue balance as of January 1, 2019 was recognized. The remaining difference in the opening and closing balances of deferred revenue in the current period was attributable to additional season-long product sales during the first nine months of 2019.

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 3 monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables are highest in the peak summer months and the lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of September 29, 2019, December 31, 2018 and September 23, 2018, we recorded an $11.3 million, $2.6 million and $10.7 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using the historical default rate adjusted for current period 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.

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 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 sold beginning in August of the year preceding the operating season. Season-long products may 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 within "Other Liabilities" in the unaudited condensed consolidated balance sheets.

With the exception of the non-current deferred revenue described above, our contracts with customers have an original duration of one year or less. For these short-term contracts, we use the practical expedient, a relief provided in the accounting standard to simplify compliance, 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.

(5) Long-Lived Assets:

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

these factors could have a significant impact on the recoverability of these assets and could have a material impact on the ~~Partnership's~~condensed consolidated financial statements.

The long-lived operating asset impairment test involves a two-step process. The first step is a comparison of each asset group's carrying value to its estimated undiscounted future cash flows expected to result from the use of the assets, including disposition. Projected future cash flows reflect management's best estimates of economic and market conditions over the projected period, including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates. If the carrying value of the asset group is higher than its undiscounted future cash flows, there is an indication that impairment exists and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the fair value of the asset group to its carrying value in a manner consistent with the highest and best use of those assets. The Partnership estimates fair value of operating assets using an income (discounted cash flows) approach, which uses an asset group's projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital reflective of current market conditions. If the fair value of the assets is less than their carrying value, an impairment charge is recorded for the difference.

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

During the third quarter of 2016, ~~the Partnership~~we ceased operations of ~~one~~1 of ~~its~~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 ~~the approximate~~approximately 670 acres of ~~land owned by the Partnership. This land had an associated carrying value of $17.1 million.~~land. The ~~Partnership assessed the remaining asset and concluded there was no impairment during the third quarter of 2016. The remaining~~ Wildwater Kingdom acreage, reduced by acreage sold, is ~~classified as assets held-for-sale~~recorded within "Other Assets" in the unaudited condensed consolidated balance sheet ($~~16.5~~9.0 million as of September ~~24, 2017)~~29, 2019, December 31, 2018 and September 23, 2018).

~~(4)~~

(6) Goodwill and Other Intangible Assets:

Goodwill and other indefinite-lived intangible assets, including ~~trade-names,~~trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. As of September ~~24, 2017,~~29, 2019, there were no indicators of impairment. The ~~Partnership's~~ annual testing date is the first day of the fourth quarter. There were no impairments for any period presented.

~~A summary of changes~~Changes in the ~~Partnership’s~~ carrying value of goodwill for the nine months ended September ~~24, 2017~~29, 2019 and September ~~25, 2016 is as follows:~~23, 2018 were:



(In thousands)	Goodwill (gross)			Accumulated Impairment Losses			Goodwill (net)
Balance as of December 31, 2018	$	258,587		$	(79,868	)	$	178,719
Acquisition (See Note 3)	177,994			—			177,994
Foreign currency translation	1,738			—			1,738
Balance as of September 29, 2019	$	438,319		$	(79,868	)	$	358,451

Balance as of December 31, 2017	$	263,698		$	(79,868	)	$	183,830
Foreign currency translation	(1,826		)	—			(1,826		)
Balance as of September 23, 2018	$	261,872		$	(79,868	)	$	182,004

(In thousands)
Goodwill
(gross)

Accumulated
Impairment
Losses

Goodwill
(net)
Balance at December 31, 2016 $ 259,528
$ (79,868 ) $ 179,660
Foreign currency translation 5,350
—
5,350
Balance at September 24, 2017 $ 264,878
$ (79,868 ) $ 185,010

Balance at December 31, 2015 $ 290,679
$ (79,868 ) $ 210,811
Foreign currency translation 4,649
—
4,649
Balance at September 25, 2016 $ 295,328
$ (79,868 ) $ 215,460

During the fourth quarter of 2016, management reassessed its accounting for the deferred income tax effects related to its Canadian disregarded entity temporary differences that were recorded in purchase accounting at the time of the acquisition. As a result, to appropriately reflect these tax effects, the Partnership recorded an adjustment that reduced goodwill and deferred tax liabilities by $33.9 million as of December 31, 2016. The adjustment did not impact the statement of operations and comprehensive income or the statement of cash flows for any period presented.

As of September ~~24, 2017,~~29, 2019, December 31, ~~2016,~~2018, and September ~~25, 2016, the Partnership’s~~23, 2018, other intangible assets consisted of the following:



(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
September 29, 2019
Other intangible assets:
Trade names	$	58,981	$	—		$	58,981
License / franchise agreements	3,509		(2,797		)	712
Total other intangible assets	$	62,490	$	(2,797	)	$	59,693

December 31, 2018
Other intangible assets:
Trade names	$	35,394	$	—		$	35,394
License / franchise agreements	3,379		(2,397		)	982
Total other intangible assets	$	38,773	$	(2,397	)	$	36,376

September 23, 2018
Other intangible assets:
Trade names	$	36,125	$	—		$	36,125
License / franchise agreements	3,351		(2,345		)	1,006
Total other intangible assets	$	39,476	$	(2,345	)	$	37,131

(In thousands)
Gross
Carrying
Amount

Accumulated
Amortization

Net
Carrying
Value
September 24, 2017
Other intangible assets:
Trade names $ 36,794
$ —
$ 36,794
License / franchise agreements 3,361
(1,623 ) 1,738
Total other intangible assets $ 40,155
$ (1,623 ) $ 38,532

December 31, 2016
Other intangible assets:
Trade names $ 35,603
$ —
$ 35,603
License / franchise agreements 3,326
(1,092 ) 2,234
Total other intangible assets $ 38,929
$ (1,092 ) $ 37,837

September 25, 2016
Other intangible assets:
Trade names $ 35,866
$ —
$ 35,866
License / franchise agreements 1,475
(911 ) 564
Total other intangible assets $ 37,341
$ (911 ) $ 36,430

Other intangible assets as of September 29, 2019 included $23.2 million for the Schlitterbahn trade name acquired on July 1, 2019, see Note 3. The Schlitterbahn trade name is an indefinite-lived intangible asset. Amortization expense of finite-lived other intangible assets is expected to continue to be immaterial going forward.

~~(5)~~

(7) Long-Term Debt:

Long-term debt as of September ~~24, 2017,~~29, 2019, December 31, ~~2016,~~2018, and September ~~25, 2016~~23, 2018 consisted of the following:

(In thousands) September 24, 2017 December 31, 2016 September 25, 2016

Term debt ⁽¹⁾

April 2017 U.S. term loan averaging 3.38% (due 2017-2024) $ 735,000
$ —
$ —
March 2013 U.S. term loan averaging 3.25% (due 2013-2020) —
602,850
602,850
Notes
April 2017 U.S. fixed rate notes at 5.375% (due 2027) 500,000
—
—
June 2014 U.S. fixed rate notes at 5.375% (due 2024) 450,000
450,000
450,000
March 2013 U.S. fixed rate notes at 5.25% (due 2021) —
500,000
500,000
1,685,000
1,552,850
1,552,850
Less current portion —
(2,775 ) (1,200 )
1,685,000
1,550,075
1,551,650
Less debt issuance costs (25,374 ) (15,864 ) (16,979 )
$ 1,659,626
$ 1,534,211
$ 1,534,671



(In thousands)	September 29, 2019			December 31, 2018			September 23, 2018

U.S. term loan averaging 4.16% YTD 2019; 3.83% in 2018; 3.75% YTD 2018 (due 2017-2024) (1)	$	733,125		$	735,000		$	735,000
Notes
2024 U.S. fixed rate notes at 5.375%	450,000			450,000			450,000
2027 U.S. fixed rate notes at 5.375%	500,000			500,000			500,000
2029 U.S. fixed rate notes at 5.250%	500,000			—			—
	2,183,125			1,685,000			1,685,000
Less current portion	(7,500		)	(5,625		)	(3,750		)
	2,175,625			1,679,375			1,681,250
Less debt issuance costs and original issue discount	(26,649		)	(21,807		)	(22,964		)
	$	2,148,976		$	1,657,568		$	1,658,286


(1)	The average interest ~~rate is calculated over the life of the instrument and does~~rates do not reflect the effect of interest rate swap agreements (see Note 6)8).

Term Debt and Revolving Credit Facilities

In April 2017, the Partnership issued $500 million of 5.375% senior unsecured notes ("April 2017 notes"), maturing in 2027. The net proceeds from the offering of the April 2017 notes, together with borrowings under the 2017 Credit Agreement (defined below), were used to redeem all of the Partnership's 5.25% senior unsecured notes due 2021 ("March 2013 notes"), and pay accrued interest and transaction fees and expenses, to repay in full all amounts outstanding under its existing credit facilities and for general corporate purposes. The redemption of the March 2013 notes and repayments of the amounts outstanding under the existing credit facilities resulted in the write-off of debt issuance costs of $7.6 million and debt premium payments of $15.5 million. Accordingly, the Partnership recorded a loss on debt extinguishment of $23.1 million during the second quarter of 2017.

~~Concurrently with the April 2017 notes issuance, the Partnership~~we amended and restated ~~its~~our existing ~~$885 million~~ credit ~~agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility.~~agreement. The $1,025 million amended and restated credit agreement (the "2017 Credit Agreement") includes a $750 million senior secured term loan facility and a $275 million senior secured revolving credit facility. The ~~terms of~~2017 Credit Agreement was amended on March 14, 2018 (subsequently referred to as the "Amended 2017 Credit Agreement"). Specifically, the interest rate for the senior secured term loan facility ~~include a maturity date of April 15, 2024 and an interest rate of~~was amended to London InterBank Offered Rate ("LIBOR") plus ~~225~~175 basis points (bps). The pricing terms for the amendment reflected $0.9 million of Original Issue Discount ("OID") and resulted in the write-off of debt issuance costs of $1.1 million which was recorded as a loss on early debt extinguishment during the first quarter of 2018. The senior secured term loan ~~amortizes at~~facility matures April 15, 2024 and $7.5 million is payable annually. The facilities provided under the Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

~~Terms of~~The senior secured revolving credit facility under the Amended 2017 Credit Agreement ~~include~~has a ~~revolving credit facility~~combined limit of ~~a combined~~ $275 million with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bear interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. As of September 29, 2019, 0 amounts were outstanding under the revolving credit facility. The Amended 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities.

Notes

In June 2014, we issued $450 million of 5.375% senior unsecured notes ("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 notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In April 2017, concurrently with amending and restating our credit facilities, we issued $500 million of 5.375% senior unsecured notes maturing in 2027 ("2027 senior notes"). The net proceeds from the offering of the 2027 senior notes, together with borrowings under the 2017 Credit Agreement, were used to redeem all of our 5.25% senior unsecured notes due 2021 ("2021 senior notes"), and pay accrued interest and transaction fees and expenses, to repay in full all amounts outstanding under our existing credit facilities and for general corporate purposes. The redemption of the 2021 senior notes and repayments of the amounts outstanding under the existing credit facilities resulted in the write-off of debt issuance costs of $7.7 million and debt premium payments of $15.5 million. Accordingly, we recorded a loss on early debt extinguishment of $23.1 million during 2017.

The ~~April 2017~~2027 senior notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. Prior to April 15, 2020, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 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 notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June ~~2014,~~2019, in conjunction with the ~~Partnership~~acquisition of the Schlitterbahn parks (see Note 3), we issued ~~$450~~$500 million of ~~5.375%~~5.250% senior unsecured notes ~~("June 2014 notes"),~~ maturing in ~~2024.~~2029 ("2029 senior notes"). The ~~Partnership's June 2014~~net proceeds from the offering of the 2029 senior notes were used to complete the acquisition, complete the purchase of land at California's Great America (see Note 12), to pay transaction fees and expenses, and for general corporate purposes and repayment of the revolving credit facility.

The 2029 senior notes pay interest semi-annually in ~~June~~January and ~~December,~~July, with the principal due in full on ~~June 1, 2024.~~July 15, 2029. Prior to July 15, 2022, up to 35% of the 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 notes may be redeemed, in whole or in part, at any time prior to ~~June 1, 2019~~July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed ~~together~~ plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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

Covenants

The Amended 2017 Credit Agreement includes a Consolidated Leverage Ratio, which if breached for any reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x ~~consolidated total debt-to-consolidated~~Consolidated Total Debt-to-Consolidated EBITDA. As of September ~~24, 2017, the Partnership was~~29, 2019, we were in compliance with this financial condition covenant and all other financial covenants under the Amended 2017 Credit Agreement.

~~The Partnership's~~Our long-term debt agreements include Restricted Payment provisions. Pursuant to the terms of the indenture governing the ~~Partnership's June 2014~~2024 senior notes, which includes the most restrictive of these Restricted Payments provisions, ~~the Partnership~~we can make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and ~~the Partnership's ability to~~we can make additional Restricted Payments ~~is permitted should the Partnership's~~if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio beis less than or equal to 5.00x.

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

~~(6)~~(8) Derivative Financial Instruments:

Derivative financial instruments are used within ~~the Partnership’s~~our overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge exposure to LIBOR rate changes, ~~the Partnership is~~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 ~~the Partnership believes~~we believe poses minimal credit risk. ~~The Partnership does~~We do not use derivative financial instruments for trading purposes.

~~In the first quarter of 2016, the Partnership amended each of its four~~We have 4 interest rate swap agreements ~~to extend each of the maturities by two years to~~that mature on December 31, 2020 and ~~effectively~~ convert $500 million of variable-rate debt to a rate of ~~2.64%~~4.39%. ~~As a result of the amendments, the previously existing~~We also have 4 additional interest rate swap agreements ~~were de-designated, and~~that convert the ~~amounts recorded in AOCI are being amortized into earnings through~~same notional amount to a rate of 4.63% for the ~~original~~period December 31, ~~2018 maturity. The amended~~2020 through December 31, 2023. None of the interest rate swap agreements are ~~not~~ designated as hedging instruments.

The fair market value of the ~~Partnership's~~ swap portfolio was recorded ~~within "Derivative Liability" on~~in the unaudited condensed consolidated balance sheets within "Derivative Liability" as of September ~~24, 2017,~~29, 2019 and December 31, ~~2016,~~2018 and within "Other Assets" as of September ~~25, 2016~~23, 2018 as follows:



(In thousands)	September 29, 2019			December 31, 2018			September 23, 2018
Derivatives not designated as hedging instruments:
Interest rate swaps	$	(27,773	)	$	(6,705	)	$	4,123

(In thousands) September 24, 2017 December 31, 2016 September 25, 2016
Derivatives not designated as hedging instruments:
Interest rate swaps $ (14,849 ) $ (17,721 ) $ (30,185 )

~~Derivatives Designated as Hedging Instruments~~

Changes in fair value of highly effective hedges are recorded as a component of AOCI in the balance sheet. Any ineffectiveness is recognized immediately in income. Amounts recorded as a component of accumulated other comprehensive income are reclassified into earnings in the same period the forecasted transactions affect earnings. As a result of the first quarter of 2016 amendments, the previously existing interest rate swap agreements were de-designated and the amended interest rate swap agreements are not designated as hedging instruments. As of September 24, 2017, the Partnership has no designated derivatives; therefore, no amount of designated derivatives are forecasted to be reclassified into earnings in the next twelve months.

~~Derivatives Not Designated as Hedging Instruments~~

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" inwithin the unaudited condensed consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of AOCI prior to the de-designation are reclassified to earnings, and a corresponding realized gain or loss ~~will be~~is recognized when the forecasted cash flow occurs. As a result of the first quarter 2016 amendments, the previously existing interest rate swap agreements were de-designated, and the amounts previously recorded in AOCI ~~are being~~were amortized into earnings through the original December 31, 2018 ~~maturity. As of September 24, 2017, approximately $11.8 million of~~maturity date. Therefore, all losses ~~remain~~ in AOCI related to the effective cash flow hedge contracts prior to de-designation ~~$9.5 million~~had been reclassified into earnings as of ~~which will be reclassified to earnings within the next twelve months.~~

December 31, 2018.

The ~~following table summarizes the effect of derivative instruments~~(gains) losses recognized in net income on ~~income and other comprehensive income for the three months ended September 24, 2017 and September 25, 2016:~~

(In thousands) Amount of Gain (Loss)
recognized in OCI on
Derivatives
(Effective Portion) Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
Amount and Location of Gain (Loss) Recognized
in Income on Derivatives
Designated Derivatives Three months ended 9/24/2017 Three months ended 9/25/2016 Designated Derivatives Three months ended 9/24/2017 Three months ended 9/25/2016
Derivatives
Not Designated
Three months ended 9/24/2017 Three months ended 9/25/2016
Interest rate swaps $ —
$ —
Interest Expense $ —
$ —
Net effect of swaps $ 3,318
$ 715

~~During the quarter ended September 24, 2017, the Partnership recognized $3.3 million of gains on the~~ derivatives not designated as cash flow hedges ~~and $2.4 million of expense representing the regular amortization of amounts~~were recorded in ~~AOCI. The~~"Net effect of ~~these amounts resulted in a benefit to earnings of $1.0 million recorded in “Net effect of swaps.”~~

During the quarter ended September 25, 2016, the Partnership recognized $0.7 million of gains on the derivatives not designated as cash flow hedges and $2.4 million of expense representing the amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $1.7 million recorded in “Net effect of swaps.”

~~The following table summarizes the effect of derivative instruments on income and other comprehensive income~~swaps" for the ~~nine months ended September 24, 2017 and September 25, 2016:~~periods presented as follows:



	Three months ended					Nine months ended
(In thousands)	September 29, 2019		September 23, 2018			September 29, 2019		September 23, 2018
Change in fair market value	$	3,910	$	(3,581	)	$	21,068	$	(12,845	)
Amortization of amounts in AOCI	—		2,364			—		7,094
Net effect of swaps	$	3,910	$	(1,217	)	$	21,068	$	(5,751	)

(In thousands) Amount of Gain (Loss)
recognized in OCI on
Derivatives
(Effective Portion) Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion) Amount and Location of Gain (Loss) Recognized
in Income on Derivatives
Designated Derivatives Nine months ended 9/24/2017 Nine months ended 9/25/2016 Designated Derivatives Nine months ended 9/24/2017 Nine months ended 9/25/2016
Derivatives
Not Designated
Nine months ended 9/24/2017 Nine months ended 9/25/2016
Interest rate swaps $ —
$ (4,671 ) Interest Expense $ —
$ (851 ) Net effect of swaps $ 3,378
$ (2,596 )

During the nine-month period ended September 24, 2017, the Partnership recognized $3.4 million of gains on the derivatives not designated as cash flow hedges and $7.1 million of expense representing the regular amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $3.7 million recorded in “Net effect of swaps.”

~~During the nine-month period ended September 25, 2016, the Partnership recognized $2.6 million of losses on the derivatives not designated as cash flow hedges and~~ ~~$6.3 million of expense representing the amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $8.9 million recorded in “Net effect of swaps.”~~

~~(7)~~(9) Fair Value Measurements:

The FASB's Accounting Standards Codification (ASC) 820 - Fair Value Measurements and Disclosures emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, ~~FASB ASC 820~~the standard establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process. Quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

The three broad levels of inputs defined by the fair value hierarchy are as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The table below presents the balances of assets and liabilities measured at fair value as of September ~~24, 2017,~~29, 2019, December 31, ~~2016,~~2018, and September ~~25, 2016~~23, 2018 on a recurring basis as well as the fair values of other financial instruments:



(In thousands)	Unaudited Condensed Consolidated Balance Sheet Location	Fair Value Hierarchy Level	September 29, 2019						December 31, 2018						September 23, 2018
(In thousands)	Unaudited Condensed Consolidated Balance Sheet Location	Fair Value Hierarchy Level	Carrying Value			Fair Value			Carrying Value			Fair Value			Carrying Value			Fair Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investments	Other current assets	Level 1	$	476		$	476		$	511		$	511		$	1,081		$	1,081
Interest rate swaps	Other Assets (Derivative Liability)	Level 2	$	(27,773	)	$	(27,773	)	$	(6,705	)	$	(6,705	)	$	4,123		$	4,123
Other financial assets (liabilities):
Term debt	Long-Term Debt ⁽¹⁾	Level 2	$	(725,625	)	$	(727,439	)	$	(729,375	)	$	(707,494	)	$	(731,250	)	$	(734,906	)
2024 senior notes	Long-Term Debt⁽¹⁾	Level 1	$	(450,000	)	$	(462,938	)	$	(450,000	)	$	(441,000	)	$	(450,000	)	$	(450,000	)
2027 senior notes	Long-Term Debt ⁽¹⁾	Level 1	$	(500,000	)	$	(535,000	)	$	(500,000	)	$	(475,000	)	$	(500,000	)	$	(485,000	)
2029 senior notes	Long-Term Debt ⁽¹⁾	Level 2	$	(500,000	)	$	(533,750	)	—			—			—			—

(In thousands)
Unaudited Condensed
Consolidated Balance Sheet Location
Fair Value Hierarchy Level September 24, 2017 December 31, 2016 September 25, 2016
Carrying Value
Fair
Value
Carrying Value
Fair
Value
Carrying Value
Fair
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investments Other current assets Level 1 $ 688
$ 688
—
—
—
—
Interest rate swap agreements not designated as cash flow hedges Derivative Liability Level 2 $ (14,849 ) $ (14,849 ) $ (17,721 ) $ (17,721 ) $ (30,185 ) $ (30,185 )
Other financial assets (liabilities):
March 2013 term debt
Long-Term Debt⁽¹⁾
Level 2 —
—
$ (600,075 ) $ (603,075 ) $ (601,650 ) $ (603,154 )
April 2017 term debt
Long-Term Debt⁽¹⁾
Level 2 $ (735,000 ) $ (740,513 ) —
—
—
—
March 2013 notes
Long-Term Debt⁽¹⁾
Level 1 —
—
$ (500,000 ) $ (510,000 ) $ (500,000 ) $ (520,000 )
June 2014 notes
Long-Term Debt⁽¹⁾
Level 1 $ (450,000 ) $ (472,500 ) $ (450,000 ) $ (462,375 ) $ (450,000 ) $ (477,000 )
April 2017 notes
Long-Term Debt⁽¹⁾
Level 2 $ (500,000 ) $ (527,500 ) —
—
—
—


(1)	Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of ~~$25.4~~$26.6 million, ~~$15.9~~$21.8 million, and ~~$17.0~~$23.0 million as of September ~~24, 2017,~~29, 2019, December 31, ~~2016,~~2018, and September ~~25, 2016,~~23, 2018, respectively.

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

The carrying value of cash and cash equivalents, revolving credit loans, 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 measured at fair value on a non-recurring basis as of September ~~24, 2017,~~29, 2019, December 31, ~~2016,~~2018 or September ~~25, 2016.~~23, 2018.

~~(8)~~(10) Earnings per Unit:

Net income per limited partner unit iswas calculated based on the following unit amounts:



	Three months ended				Nine months ended
	September 29, 2019		September 23, 2018		September 29, 2019		September 23, 2018
	(In thousands, except per unit amounts)
Basic weighted average units outstanding	56,519		56,231		56,344		56,205
Effect of dilutive units:
Deferred units	48		46		51		46
Performance units	—		—		33		49
Restricted units	239		277		263		289
Unit options	125		142		125		164
Diluted weighted average units outstanding	56,931		56,696		56,816		56,753
Net income per unit - basic	$	3.36	$	3.79	$	3.01	$	2.65
Net income per unit - diluted	$	3.34	$	3.76	$	2.98	$	2.63

Three months ended Nine months ended
9/24/2017 9/25/2016 9/24/2017 9/25/2016
(In thousands, except per unit amounts)
Basic weighted average units outstanding 56,078
55,948
56,062
55,922
Effect of dilutive units:
Deferred units 44
33
41
30
Performance units —
—
48
43
Restricted units 284
253
292
266
Unit options 185
131
188
131
Diluted weighted average units outstanding 56,591
56,365
56,631
56,392
Net income per unit - basic $ 3.41
$ 3.13
$ 2.82
$ 3.30
Net income per unit - diluted $ 3.38
$ 3.10
$ 2.79
$ 3.27

~~(9)~~(11) Income and Partnership Taxes:

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 provision (benefit) for taxes includes amounts for the PTP gross income tax and federal, state, local and foreign income taxes. Under ~~the~~ applicable accounting rules, the total provision (benefit) for income taxes ~~are recognized for~~includes the amount of taxes payable ~~by the Partnership’s corporate subsidiaries~~ for the current year and ~~for~~ the impact of deferred tax assets and liabilities, which ~~represent~~represents future tax consequences of events that ~~have been~~are recognized ~~differently~~in different periods in the financial statements than for tax purposes.

The ~~income~~total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss) of. Our consolidated estimated annual effective tax rate differs from the ~~Partnership’s corporate subsidiaries. In addition~~statutory federal income tax rate primarily due to state, local and foreign income taxes ~~on its corporate subsidiaries, the Partnership is~~and certain partnership level income not being subject to a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its subsidiaries.federal tax.

~~As of the end of the third quarter of 2017, the Partnership has recorded $0.7 million of unrecognized~~Unrecognized tax benefits, including accrued interest ~~and/or~~and penalties, ~~related to state~~were not material in any period presented. We recognize interest and ~~local tax filing positions. The Partnership recognizes interest and/or~~ penalties related to unrecognized tax benefits ~~in the~~as income tax ~~provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.~~expense.

~~(10)~~(12) Lease Commitments and Contingencies:

Lease Commitments

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 ~~Partnership~~discount rate used to determine the present value of the future lease payments is our incremental borrowing rate as the rate implicit in most of our leases is not readily determinable. As a practical expedient, we recognize lease payments for short-term leases on a straight-line basis over the lease term and have elected to not separate lease components from non-lease components.

Prior to the second quarter of 2019, our most significant lease commitment was for the land on which California's Great America is located in the City of Santa Clara, which had an initial term through 2039 with renewal options through 2074. On June 28, 2019, we purchased the land at California's Great America from the lessor, the City of Santa Clara, for $150.3 million. Following the purchase, our remaining lease commitments were immaterial to the condensed consolidated financial statements. However, we assumed lease commitments when we completed the acquisition of the Schlitterbahn parks on July 1, 2019 (see Note 3). In particular, we 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 during the third quarter of 2019.

We lease a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events. The 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 revenue is being recognized over the life of the stadium. We have also entered into various operating leases for office space, office equipment, vehicles, and revenue-generating assets. These lease commitments are immaterial to the condensed consolidated financial statements.

Total lease cost and related supplemental information as of September 29, 2019 was as follows:



(In thousands, except for lease term and discount rate)	September 29, 2019
Operating lease expense	$	4,718
Variable lease expense	1,383
Short-term lease expense	3,739
Sublease income	(244		)
Total lease cost	$	9,596

Weighted-average remaining lease term	19.3 years
Weighted-average discount rate	4.4		%
Operating cash flows for operating leases	$	4,784
Leased assets obtained in exchange for new operating lease liabilities (non-cash activity)	$	1,516

Lease expense, which includes short-term rentals for equipment and machinery, for the nine months ended September 23, 2018 totaled $11.7 million.

Future undiscounted cash flows under our operating leases and a reconciliation to the operating lease liabilities recognized as of September 29, 2019 are included below:



(In thousands)	September 29, 2019
Undiscounted cash flows
Remainder of 2019	$	610
2020	2,129
2021	1,282
2022	690
2023	470
Thereafter	8,747
Total	$	13,928

Present value of cash flows
Current lease liability	$	1,926
Lease Liability	7,440
Total	$	9,366

Difference between undiscounted cash flows and discounted cash flows	$	4,562

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 ~~Partnership's~~condensed consolidated financial statements.

~~(11)~~(13) Changes in Accumulated Other Comprehensive Income by Component:

The following tables reflect the changes in accumulated other comprehensive income (loss) related to limited partners' equity for the ~~three months~~three- and nine-month periods ended September ~~24, 2017~~29, 2019 and September ~~25, 2016:~~23, 2018:



(In thousands)	Foreign Currency Translation			Cash Flow Hedging Derivative Activity			Total
For the three months ended	Foreign Currency Translation			Cash Flow Hedging Derivative Activity			Total
Balance as of June 24, 2018	$	15,308		$	(4,232	)	$	11,076
Other comprehensive income before reclassifications, net of tax ($1,055)	(5,276		)	—			(5,276		)
Amounts reclassified from accumulated other comprehensive income, net of tax ($249)	—			2,116			2,116
Balance as of September 23, 2018	$	10,032		$	(2,116	)	$	7,916

Balance as of June 30, 2019	$	13,600		$	—		$	13,600
Other comprehensive income before reclassifications, net of tax $478	2,554			—			2,554
Balance as of September 29, 2019	$	16,154		$	—		$	16,154

For the nine months ended	Foreign Currency Translation			Cash Flow Hedging Derivative Activity			Total
Balance as of December 31, 2017	$	4,042		$	(7,975	)	$	(3,933	)
Other comprehensive income before reclassifications, net of tax $1,247	5,990			—			5,990
Amounts reclassified from accumulated other comprehensive income, net of tax ($845)	—			6,250			6,250
Reclassification of stranded tax effect	—			(391		)	(391		)
Balance as of September 23, 2018	$	10,032		$	(2,116	)	$	7,916

Balance as of December 31, 2018	$	21,282		$	—		$	21,282
Other comprehensive income before reclassifications, net of tax ($1,142)	(5,128		)	—			(5,128		)
Balance as of September 29, 2019	$	16,154		$	—		$	16,154



Reclassifications Out of Accumulated Other Comprehensive Income
(In thousands)	Affected Income Statement Location	Three months ended					Nine months ended
AOCI Component	Affected Income Statement Location	September 29, 2019		September 23, 2018			September 29, 2019		September 23, 2018
Interest rate contracts	Net effect of swaps	$	—	$	2,365		$	—	$	7,095
Provision for taxes	Provision for taxes	—		(249		)	—		(845		)
Losses on cash flow hedges	Net of tax	$	—	$	2,116		$	—	$	6,250

Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at June 25, 2017 $ (11,963 ) $ 16,949
$ 4,986

Other comprehensive income before reclassifications —
(11,143 ) (11,143 )

Amounts reclassified from accumulated other comprehensive income, net of tax ($371) ⁽²⁾
1,994
—
1,994

Net other comprehensive income 1,994
(11,143 ) (9,149 )

Balance at September 24, 2017 $ (9,969 ) $ 5,806
$ (4,163 )


~~(1)~~	~~All amounts are net of tax. Amounts in parentheses indicate debits.~~


~~(2)~~	~~See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.~~

Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at June 26, 2016 $ (19,938 ) $ 15,747
$ (4,191 )

Other comprehensive income before reclassifications, net of tax ($803) —
1,397
1,397

Amounts reclassified from accumulated other comprehensive income, net of tax ($371) ⁽²⁾
1,994
—
1,994

Net other comprehensive income 1,994
1,397
3,391

Balance at September 25, 2016 $ (17,944 ) $ 17,144
$ (800 )


~~(1)~~	~~All amounts are net of tax. Amounts in parentheses indicate debits.~~


~~(2)~~	~~See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.~~

Reclassifications Out of Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
(In thousands)
Three months ended
9/24/2017

Three months ended
9/25/2016

Interest rate contracts $ 2,365
$ 2,365
Net effect of swaps
Provision for taxes (371 ) (371 ) Provision for taxes
Losses on cash flow hedges $ 1,994
$ 1,994
Net of tax

~~The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the nine months ended September 24, 2017 and September 25, 2016:~~

Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at December 31, 2016 $ (15,950 ) $ 18,891
$ 2,941

Other comprehensive income before reclassifications —
(13,085 ) (13,085 )

Amounts reclassified from accumulated other comprehensive income, net of tax ($1,113) ⁽²⁾
5,981
—
5,981

Net other comprehensive income 5,981
(13,085 ) (7,104 )

Balance at September 24, 2017 $ (9,969 ) $ 5,806
$ (4,163 )


~~(1)~~	~~All amounts are net of tax. Amounts in parentheses indicate debits.~~


~~(2)~~	~~See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.~~

Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at December 31, 2015 $ (19,300 ) $ 22,591
$ 3,291

Other comprehensive income before reclassifications, net of tax $711 and $3,131, respectively (3,960 ) (5,447 ) (9,407 )

Amounts reclassified from accumulated other comprehensive income, net of tax ($990) ⁽²⁾
5,316
—
5,316

Net other comprehensive income 1,356
(5,447 ) (4,091 )

Balance at September 25, 2016 $ (17,944 ) $ 17,144
$ (800 )


~~(1)~~	~~All amounts are net of tax. Amounts in parentheses indicate debits.~~


~~(2)~~	~~See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.~~

Reclassifications Out of Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
(In thousands)
Nine months ended
9/24/2017

Nine months ended
9/25/2016

Interest rate contracts $ 7,094
$ 6,306
Net effect of swaps
Provision for taxes (1,113 ) (990 ) Provision for taxes
Losses on cash flow hedges $ 5,981
$ 5,316
Net of tax

~~(12)~~(14) Consolidating Financial Information of Guarantors and ~~Issuers:~~Issuers of 2024 Senior Notes:

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the ~~Partnership's June 2014~~2024 senior notes (see Note 5)7). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the ~~Partnership's~~ senior secured credit facilities. There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of September ~~24, 2017,~~29, 2019, December 31, ~~2016,~~2018, and September ~~25, 2016~~23, 2018 and for the ~~three-month~~three and ~~nine-month~~nine month periods ended September ~~24, 2017~~29, 2019 and September ~~25, 2016.~~23, 2018. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the ~~Partnership has included the~~ accompanying unaudited condensed consolidating financial ~~statements.~~statements have been included.

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

September ~~24, 2017~~29, 2019

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ —
$ —
$ 92,047
$ 160,593
$ (2,694 ) $ 249,946
Receivables —
1,285
33,158
837,594
(819,734 ) 52,303
Inventories —
—
2,423
31,817
—
34,240
Other current assets 275
12,843
743
16,829
(12,066 ) 18,624
275
14,128
128,371
1,046,833
(834,494 ) 355,113
Property and Equipment, net —
842
183,205
1,396,463
—
1,580,510
Investment in Park 566,548
1,016,857
224,464
222,953
(2,030,822 ) —
Goodwill 674
—
64,730
119,606
—
185,010
Other Intangibles, net —
—
14,443
24,089
—
38,532
Deferred Tax Asset —
32,190
—
—
(32,190 ) —
Other Assets —
—
53
17,354
—
17,407
$ 567,497
$ 1,064,017
$ 615,266
$ 2,827,298
$ (2,897,506 ) $ 2,176,572
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable $ 478,416
$ 345,150
$ 6,431
$ 26,141
$ (822,428 ) $ 33,710
Deferred revenue —
—
7,137
79,595
—
86,732
Accrued interest 292
195
9,209
14,232
—
23,928
Accrued taxes 1,589
—
14,910
74,224
(12,066 ) 78,657
Accrued salaries, wages and benefits —
28,306
2,360
—
—
30,666
Self-insurance reserves —
12,090
1,725
13,734
—
27,549
Other accrued liabilities 2,985
7,772
499
9,306
—
20,562
483,282
393,513
42,271
217,232
(834,494 ) 301,804
Deferred Tax Liability —
—
19,511
125,350
(32,190 ) 112,671
Derivative Liability 8,933
5,916
—
—
—
14,849
Other Liabilities —
1,398
—
10,942
—
12,340
Long-Term Debt:
Term debt —
127,402
—
595,983
—
723,385
Notes —
—
444,874
491,367
—
936,241
—
127,402
444,874
1,087,350
—
1,659,626

Equity 75,282
535,788
108,610
1,386,424
(2,030,822 ) 75,282
$ 567,497
$ 1,064,017
$ 615,266
$ 2,827,298
$ (2,897,506 ) $ 2,176,572



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	72,626	$	186,076	$	(586	)	$	258,116
Receivables	—		1,013		34,777		1,065,774		(1,032,810		)	68,754
Inventories	—		—		2,616		35,118		—			37,734
Other current assets	290		585		3,610		18,067		(2,356		)	20,196
	290		1,598		113,629		1,305,035		(1,035,752		)	384,800
Property and Equipment, net	—		777		180,417		1,651,137		—			1,832,331
Investment in Park	681,560		1,373,024		291,833		264,426		(2,610,843		)	—
Goodwill	674		—		60,178		297,599		—			358,451
Other Intangibles, net	—		—		13,415		46,278		—			59,693
Deferred Tax Asset	—		18,224		—		—		(18,224		)	—
Right-of-Use Asset	—		—		83		10,984		—			11,067
Other Assets	—		—		38		11,631		—			11,669
	$	682,524	$	1,393,623	$	659,593	$	3,587,090	$	(3,664,819	)	$	2,658,011
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	1,313	$	—	$	6,187	$	—		$	7,500
Accounts payable	630,144		406,621		3,198		26,361		(1,033,396		)	32,928
Deferred revenue	—		—		12,344		117,921		—			130,265
Accrued interest	136		91		7,999		21,955		—			30,181
Accrued taxes	1,955		217		—		48,449		(2,356		)	48,265
Accrued salaries, wages and benefits	—		35,923		3,283		—		—			39,206
Self-insurance reserves	—		9,837		1,560		12,440		—			23,837
Other accrued liabilities	3,524		4,276		498		8,999		—			17,297
	635,759		458,278		28,882		242,312		(1,035,752		)	329,479
Deferred Tax Liability	—		—		13,366		87,516		(18,224		)	82,658
Derivative Liability	4,046		23,727		—		—		—			27,773
Lease Liability	—		—		68		7,372		—			7,440
Other Liabilities	—		761		477		17,728		—			18,966
Long-Term Debt:
Term debt	—		126,028		—		591,336		—			717,364
Notes	—		—		446,665		984,947		—			1,431,612
	—		126,028		446,665		1,576,283		—			2,148,976

Equity	42,719		784,829		170,135		1,655,879		(2,610,843		)	42,719
	$	682,524	$	1,393,623	$	659,593	$	3,587,090	$	(3,664,819	)	$	2,658,011

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2016~~2018

(In thousands)



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	73,326	$	32,715	$	(692	)	$	105,349
Receivables	—		1,093		34,497		938,397		(922,469		)	51,518
Inventories	—		—		2,135		28,618		—			30,753
Other current assets	179		1,411		5,462		10,544		(5,007		)	12,589
	179		2,504		115,420		1,010,274		(928,168		)	200,209
Property and Equipment, net	—		802		172,344		1,426,292		—			1,599,438
Investment in Park	601,706		1,182,345		262,462		218,575		(2,265,088		)	—
Goodwill	674		—		58,440		119,605		—			178,719
Other Intangibles, net	—		—		13,030		23,346		—			36,376
Deferred Tax Asset	—		18,224		—		—		(18,224		)	—
Other Assets	—		—		36		9,405		—			9,441
	$	602,559	$	1,203,875	$	621,732	$	2,807,497	$	(3,211,480	)	$	2,024,183
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	984	$	—	$	4,641	$	—		$	5,625
Accounts payable	565,472		359,953		2,430		18,620		(923,161		)	23,314
Deferred revenue	—		—		8,460		98,614		—			107,074
Accrued interest	1		1		2,054		5,871		—			7,927
Accrued taxes	443		6,668		—		27,487		(5,007		)	29,591
Accrued salaries, wages and benefits	—		17,552		1,234		—		—			18,786
Self-insurance reserves	—		10,214		1,433		12,374		—			24,021
Other accrued liabilities	3,318		4,903		136		10,024		—			18,381
	569,234		400,275		15,747		177,631		(928,168		)	234,719
Deferred Tax Liability	—		—		12,425		87,516		(18,224		)	81,717
Derivative Liability	909		5,796		—		—		—			6,705
Other Liabilities	—		1,169		—		9,889		—			11,058
Long-Term Debt:
Term debt	—		126,525		—		592,982		—			719,507
Notes	—		—		446,241		491,820		—			938,061
	—		126,525		446,241		1,084,802		—			1,657,568

Equity	32,416		670,110		147,319		1,447,659		(2,265,088		)	32,416
	$	602,559	$	1,203,875	$	621,732	$	2,807,497	$	(3,211,480	)	$	2,024,183

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ —
$ —
$ 65,563
$ 58,178
$ (1,025 ) $ 122,716
Receivables —
1,409
28,019
576,975
(570,989 ) 35,414
Inventories —
—
1,371
24,905
—
26,276
Other current assets 173
796
2,229
9,833
(1,761 ) 11,270
173
2,205
97,182
669,891
(573,775 ) 195,676
Property and Equipment, net —
844
175,358
1,363,018
—
1,539,220
Investment in Park 798,076
937,626
200,075
324,282
(2,260,059 ) —
Goodwill 674
—
59,381
119,605
—
179,660
Other Intangibles, net —
—
13,255
24,582
—
37,837
Deferred Tax Asset —
33,303
—
—
(33,303 ) —
Other Assets —
2,000
108
18,680
—
20,788
$ 798,923
$ 975,978
$ 545,359
$ 2,520,058
$ (2,867,137 ) $ 1,973,181
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ —
$ 572
$ 64
$ 2,139
$ —
2,775
Accounts payable 428,396
145,258
740
18,471
(572,014 ) 20,851
Deferred revenue —
—
5,601
77,164
—
82,765
Accrued interest 4,613
3,207
2,057
109
—
9,986
Accrued taxes 405
18,653
—
41,661
(1,761 ) 58,958
Accrued salaries, wages and benefits —
29,227
1,131
—
—
30,358
Self-insurance reserves —
12,490
1,321
13,252

27,063
Other accrued liabilities 2,282
3,018
193
4,434
—
9,927
435,696
212,425
11,107
157,230
(573,775 ) 242,683
Deferred Tax Liability —
—
12,838
125,350
(33,303 ) 104,885
Derivative Liability 10,633
7,088
—
—
—
17,721
Other Liabilities —
1,236
—
11,926
—
13,162
Long-Term Debt:
Term debt —
123,672
13,598
456,958
—
594,228
Notes 292,075
203,140
444,768
—
—
939,983
292,075
326,812
458,366
456,958
—
1,534,211

Equity 60,519
428,417
63,048
1,768,594
(2,260,059 ) 60,519
$ 798,923
$ 975,978
$ 545,359
$ 2,520,058
$ (2,867,137 ) $ 1,973,181

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

September ~~25, 2016~~23, 2018

(In thousands)



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	77,878	$	116,511	$	(3,633	)	$	190,756
Receivables	—		991		47,193		895,263		(885,049		)	58,398
Inventories	—		—		2,260		34,289		—			36,549
Other current assets	293		1,170		3,594		19,546		(2,728		)	21,875
	293		2,161		130,925		1,065,609		(891,410		)	307,578
Property and Equipment, net	—		811		178,522		1,409,366		—			1,588,699
Investment in Park	648,414		1,205,086		259,710		246,968		(2,360,178		)	—
Goodwill	674		—		61,725		119,605		—			182,004
Other Intangibles, net	—		—		13,763		23,368		—			37,131
Deferred Tax Asset	—		19,870		—		—		(19,870		)	—
Other Assets	1,197		2,926		39		9,374		—			13,536
	$	650,578	$	1,230,854	$	644,684	$	2,874,290	$	(3,271,458	)	$	2,128,948
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	656	$	—	$	3,094	$	—		$	3,750
Accounts payable	553,952		334,696		2,868		30,155		(888,682		)	32,989
Deferred revenue	—		—		9,397		92,929		—			102,326
Accrued interest	113		75		7,601		14,104		—			21,893
Accrued taxes	1,551		38,538		—		11,011		(2,728		)	48,372
Accrued salaries, wages and benefits	—		28,162		2,416		—		—			30,578
Self-insurance reserves	—		10,459		1,635		13,829		—			25,923
Other accrued liabilities	3,292		6,796		585		11,559		—			22,232
	558,908		419,382		24,502		176,681		(891,410		)	288,063
Deferred Tax Liability	—		—		12,562		81,945		(19,870		)	74,637
Other Liabilities	—		968		390		14,934		—			16,292
Long-Term Debt:
Term debt	—		126,800		—		594,046		—			720,846
Notes	—		—		445,846		491,594		—			937,440
	—		126,800		445,846		1,085,640		—			1,658,286

Equity	91,670		683,704		161,384		1,515,090		(2,360,178		)	91,670
	$	650,578	$	1,230,854	$	644,684	$	2,874,290	$	(3,271,458	)	$	2,128,948

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ —
$ —
$ 75,562
$ 111,740
$ —
$ 187,302
Receivables (5 ) 1,387
24,964
585,190
(560,000 ) 51,536
Inventories —
—
1,519
29,540
—
31,059
Other current assets 275
24,479
680
12,800
(24,425 ) 13,809
270
25,866
102,725
739,270
(584,425 ) 283,706
Property and Equipment, net —
876
179,172
1,345,992
—
1,526,040
Investment in Park 820,465
963,870
197,538
347,137
(2,329,010 ) —
Goodwill 674
—
95,180
119,606
—
215,460
Other Intangibles, net —
—
13,519
22,911
—
36,430
Deferred Tax Asset —
3,651
—
—
(3,651 ) —
Other Assets —
1,999
123
19,351
—
21,473
$ 821,409
$ 996,262
$ 588,257
$ 2,594,267
$ (2,917,086 ) $ 2,083,109
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ —
$ 247
$ 28
$ 925
$ —
$ 1,200
Accounts payable 399,384
164,335
1,342
27,830
(560,000 ) 32,891
Deferred revenue —
—
5,091
60,657
—
65,748
Accrued interest 875
597
7,784
1,683
—
10,939
Accrued taxes 3,325
—
14,109
76,907
(24,425 ) 69,916
Accrued salaries, wages and benefits —
40,588
2,156
—
—
42,744
Self-insurance reserves —
12,394
1,567
12,859
—
26,820
Other accrued liabilities 2,358
3,532
510
5,948
—
12,348
405,942
221,693
32,587
186,809
(584,425 ) 262,606
Deferred Tax Liability —
—
19,497
121,866
(3,651 ) 137,712
Derivative Liability 18,111
12,074
—
—
—
30,185
Other Liabilities —
1,520
—
10,968
—
12,488
Long-Term Debt:
Term debt —
123,996
13,616
457,641
—
595,253
Notes 291,909
203,025
444,484
—
—
939,418
291,909
327,021
458,100
457,641
—
1,534,671

Equity 105,447
433,954
78,073
1,816,983
(2,329,010 ) 105,447
$ 821,409
$ 996,262
$ 588,257
$ 2,594,267
$ (2,917,086 ) $ 2,083,109

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended September ~~24, 2017~~29, 2019

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	69,999		$	169,429		$	85,963		$	596,837		$	(269,539	)	$	652,689		$	73,704		$	198,065		$	86,566		$	659,928		$	(303,751	)	$	714,512
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			7,735			44,912			—			52,647			—			(51		)	7,263			51,263			—			58,475
Operating expenses	—			118,614			19,627			334,008			(269,539		)	202,710			—			135,330			21,920			374,126			(303,751		)	227,625
Selling, general and administrative	327			21,752			4,539			45,045			—			71,663			1,131			25,002			4,686			52,261			—			83,080
Depreciation and amortization	—			9			7,856			62,195			—			70,060			—			9			7,121			61,205			—			68,335
Loss on impairment / retirement of fixed assets, net	—			—			87			1,260			—			1,347
Gain on sale of investment	—			(1,877		)	—			—			—			(1,877		)
(Gain) loss on impairment / retirement of fixed assets, net																			—			—			(305		)	1,980			—			1,675
	327			138,498			39,844			487,420			(269,539		)	396,550			1,131			160,290			40,685			540,835			(303,751		)	439,190
Operating income	69,672			30,931			46,119			109,417			—			256,139			72,573			37,775			45,881			119,093			—			275,322
Interest expense, net	4,857			4,305			6,152			5,973			—			21,287			6,640			5,313			6,022			9,185			—			27,160
Net effect of swaps	(578		)	(374		)	—			—			—			(952		)	20			3,890			—			—			—			3,910
Gain on foreign currency	—			(27		)	(29,166		)	—			—			(29,193		)
Loss on foreign currency																			—			13			5,595			—			—			5,608
Other (income) expense	62			(26,676		)	1,163			25,386			—			(65		)	63			(26,185		)	949			25,047			—			(126		)
Income from investment in affiliates	(132,699		)	(98,522		)	(16,843		)	(58,378		)	306,442			—			(129,774		)	(98,037		)	(22,574		)	(48,597		)	298,982			—
Income before taxes	198,030			152,225			84,813			136,436			(306,442		)	265,062			195,624			152,781			55,889			133,458			(298,982		)	238,770
Provision for taxes	6,715			19,526			26,432			21,074			—			73,747			5,668			23,005			7,295			12,847			—			48,815
Net income	$	191,315		$	132,699		$	58,381		$	115,362		$	(306,442	)	$	191,315		$	189,956		$	129,776		$	48,594		$	120,611		$	(298,982	)	$	189,955
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(11,143		)	—			(11,143		)	—			11,143			(11,143		)	2,554			—			2,554			—			(2,554		)	2,554
Unrealized gain on cash flow hedging derivatives	1,994			605			—			—			(605		)	1,994
Other comprehensive income (loss), (net of tax)	(9,149		)	605			(11,143		)	—			10,538			(9,149		)	2,554			—			2,554			—			(2,554		)	2,554
Total comprehensive income	$	182,166		$	133,304		$	47,238		$	115,362		$	(295,904	)	$	182,166		$	192,510		$	129,776		$	51,148		$	120,611		$	(301,536	)	$	192,509

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended September ~~25, 2016~~23, 2018

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ 92,371
$ 172,703
$ 77,164
$ 606,823
$ (298,778 ) $ 650,283
Costs and expenses:
Cost of food, merchandise, and games revenues —
—
6,417
45,640
—
52,057
Operating expenses (10 ) 119,140
17,885
361,055
(298,778 ) 199,292
Selling, general and administrative 610
21,412
4,413
38,664
—
65,099
Depreciation and amortization —
9
7,624
57,052
—
64,685
Loss on impairment / retirement of fixed assets, net —
—
57
1,298
—
1,355
600
140,561
36,396
503,709
(298,778 ) 382,488
Operating income 91,771
32,142
40,768
103,114
—
267,795
Interest expense, net 7,984
5,759
6,323
833
—
20,899
Net effect of swaps 959
691
—
—
—
1,650
Loss on foreign currency —
—
7,337
4
—
7,341
Other (income) expense 62
(29,663 ) 1,302
28,299
—
—
Income from investment in affiliates (98,451 ) (62,240 ) (12,574 ) (28,737 ) 202,002
—
Income before taxes 181,217
117,595
38,380
102,715
(202,002 ) 237,905
Provision for taxes 6,230
19,142
9,643
27,903
—
62,918
Net income $ 174,987
$ 98,453
$ 28,737
$ 74,812
$ (202,002 ) $ 174,987
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment 1,397
—
1,397
—
(1,397 ) 1,397
Unrealized gain on cash flow hedging derivatives 1,994
606
—
—
(606 ) 1,994
Other comprehensive income (loss), (net of tax) 3,391
606
1,397
—
(2,003 ) 3,391
Total comprehensive income $ 178,378
$ 99,059
$ 30,134
$ 74,812
$ (204,005 ) $ 178,378



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	71,751		$	182,833		$	81,265		$	613,094		$	(285,240	)	$	663,703
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			7,020			46,871			—			53,891
Operating expenses	—			122,455			20,145			349,145			(285,240		)	206,505
Selling, general and administrative	185			20,666			4,582			41,681			—			67,114
Depreciation and amortization	—			8			8,379			65,987			—			74,374
Loss on impairment / retirement of fixed assets, net	—			—			—			3,247			—			3,247
	185			143,129			40,126			506,931			(285,240		)	405,131
Operating income	71,566			39,704			41,139			106,163			—			258,572
Interest expense, net	5,879			4,072			5,986			4,997			—			20,934
Net effect of swaps	265			(1,482		)	—			—			—			(1,217		)
(Gain) loss on foreign currency	—			15			(13,069		)	—			—			(13,054		)
Other (income) expense	63			(28,849		)	1,484			27,134			—			(168		)
Income from investment in affiliates	(153,756		)	(100,629		)	(16,509		)	(56,985		)	327,879			—
Income before taxes	219,115			166,577			63,247			131,017			(327,879		)	252,077
Provision for taxes	5,808			12,823			6,261			13,878			—			38,770
Net income	$	213,307		$	153,754		$	56,986		$	117,139		$	(327,879	)	$	213,307
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(5,276		)	—			(5,276		)	—			5,276			(5,276		)
Cash flow hedging derivative activity	2,116			728			—			—			(728		)	2,116
Other comprehensive income (loss), (net of tax)	(3,160		)	728			(5,276		)	—			4,548			(3,160		)
Total comprehensive income	$	210,147		$	154,482		$	51,710		$	117,139		$	(323,331	)	$	210,147

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Nine Months Ended September ~~24, 2017~~29, 2019

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	92,672		$	262,739		$	114,141		$	1,019,399		$	(395,146	)	$	1,093,805		$	88,302		$	309,161		$	125,236		$	1,130,613		$	(435,633	)	$	1,217,679
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			10,569			81,807			—			92,376			—			—			11,189			94,743			—			105,932
Operating expenses	—			248,047			37,701			556,777			(395,146		)	447,379			2			285,675			42,665			610,892			(435,633		)	503,601
Selling, general and administrative	2,254			51,358			8,592			88,938			—			151,142			2,756			55,554			9,551			106,666			—			174,527
Depreciation and amortization	—			26			12,869			113,342			—			126,237			—			25			12,803			125,000			—			137,828
Loss on impairment / retirement of fixed assets, net	—			—			542			2,515			—			3,057
(Gain) loss on impairment / retirement of fixed assets, net																			—			—			(270		)	4,051			—			3,781
Gain on sale of investment	—			(1,877		)	—			—			—			(1,877		)	—			(617		)	—			—			—			(617		)
	2,254			297,554			70,273			843,379			(395,146		)	818,314			2,758			340,637			75,938			941,352			(435,633		)	925,052
Operating income (loss)	90,418			(34,815		)	43,868			176,020			—			275,491			85,544			(31,476		)	49,298			189,261			—			292,627
Interest expense, net	18,285			13,893			18,317			11,578			—			62,073			19,704			15,339			17,780			17,870			—			70,693
Net effect of swaps	2,162			1,555			—			—			—			3,717			3,137			17,931			—			—			—			21,068
Loss on early debt extinguishment	11,773			8,188			198			2,956			—			23,115
Gain on foreign currency	—			(27		)	(35,020		)	—			—			(35,047		)
(Gain) loss on foreign currency																			—			14			(12,547		)	—			—			(12,533		)
Other (income) expense	187			(56,623		)	2,640			53,731			—			(65		)	186			(62,156		)	2,974			59,309			—			313
Income from investment in affiliates	(108,835		)	(109,414		)	(24,389		)	(58,648		)	301,286			—			(116,919		)	(128,489		)	(29,372		)	(65,974		)	340,754			—
Income before taxes	166,846			107,613			82,122			166,403			(301,286		)	221,698			179,436			125,885			70,463			178,056			(340,754		)	213,086
Provision (benefit) for taxes	8,917			(1,223		)	23,473			32,602			—			63,769
Provision for taxes																			9,855			8,964			4,492			20,195			—			43,506
Net income	$	157,929		$	108,836		$	58,649		$	133,801		$	(301,286	)	$	157,929		$	169,581		$	116,921		$	65,971		$	157,861		$	(340,754	)	$	169,580
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(13,085		)	—			(13,085		)	—			13,085			(13,085		)	(5,128		)	—			(5,128		)	—			5,128			(5,128		)
Unrealized gain on cash flow hedging derivatives	5,981			1,816			—			—			(1,816		)	5,981
Other comprehensive income (loss), (net of tax)	(7,104		)	1,816			(13,085		)	—			11,269			(7,104		)	(5,128		)	—			(5,128		)	—			5,128			(5,128		)
Total comprehensive income	$	150,825		$	110,652		$	45,564		$	133,801		$	(290,017	)	$	150,825		$	164,453		$	116,921		$	60,843		$	157,861		$	(335,626	)	$	164,452

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Nine Months Ended September ~~25, 2016~~23, 2018

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	84,921		$	275,214		$	111,184		$	1,023,713		$	(396,286	)	$	1,098,746
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			10,204			84,708			—			94,912
Operating expenses	—			258,162			40,115			560,759			(396,286		)	462,750
Selling, general and administrative	1,870			50,754			8,818			88,395			—			149,837
Depreciation and amortization	—			24			14,319			117,771			—			132,114
Loss on impairment / retirement of fixed assets, net	—			—			67			7,892			—			7,959
	1,870			308,940			73,523			859,525			(396,286		)	847,572
Operating income (loss)	83,051			(33,726		)	37,661			164,188			—			251,174
Interest expense, net	16,519			13,031			17,637			14,565			—			61,752
Net effect of swaps	(2,266		)	(3,485		)	—			—			—			(5,751		)
Loss on early debt extinguishment	—			187			—			886			—			1,073
Loss on foreign currency	—			36			11,988			—			—			12,024
Other (income) expense	186			(61,404		)	3,270			57,573			—			(375		)
Income from investment in affiliates	(89,426		)	(74,345		)	(21,578		)	(22,798		)	208,147			—
Income before taxes	158,038			92,254			26,344			113,962			(208,147		)	182,451
Provision for taxes	8,888			2,829			3,545			18,039			—			33,301
Net income	$	149,150		$	89,425		$	22,799		$	95,923		$	(208,147	)	$	149,150
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	5,990			—			5,990			—			(5,990		)	5,990
Cash flow hedging derivative activity	6,250			2,085			—			—			(2,085		)	6,250
Other comprehensive income (loss), (net of tax)	12,240			2,085			5,990			—			(8,075		)	12,240
Total comprehensive income	$	161,390		$	91,510		$	28,789		$	95,923		$	(216,222	)	$	161,390

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ 131,215
$ 271,069
$ 107,637
$ 1,036,162
$ (449,328 ) $ 1,096,755
Costs and expenses:
Cost of food, merchandise, and games revenues —
—
9,389
83,471
—
92,860
Operating expenses 2
246,624
36,249
607,874
(449,328 ) 441,421
Selling, general and administrative 2,264
49,307
8,757
81,754
—
142,082
Depreciation and amortization —
27
13,022
105,126
—
118,175
Loss on impairment / retirement of fixed assets, net —
—
83
5,299
—
5,382
2,266
295,958
67,500
883,524
(449,328 ) 799,920
Operating income (loss) 128,949
(24,889 ) 40,137
152,638
—
296,835
Interest expense, net 23,776
17,830
18,672
1,507
—
61,785
Net effect of swaps 5,617
3,285
—
—
—
8,902
(Gain) loss on foreign currency —
—
(23,679 ) 4
—
(23,675 )
Other (income) expense 187
(69,801 ) 3,051
66,563
—
—
Income from investment in affiliates (94,910 ) (78,515 ) (18,008 ) (44,399 ) 235,832
—
Income before taxes 194,279
102,312
60,101
128,963
(235,832 ) 249,823
Provision for taxes 9,795
7,403
15,701
32,440
—
65,339
Net income $ 184,484
$ 94,909
$ 44,400
$ 96,523
$ (235,832 ) $ 184,484
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment (5,447 ) —
(5,447 ) —
5,447
(5,447 )
Unrealized gain on cash flow hedging derivatives 1,356
455
—
—
(455 ) 1,356
Other comprehensive income (loss), (net of tax) (4,091 ) 455
(5,447 ) —
4,992
(4,091 )
Total comprehensive income $ 180,393
$ 95,364
$ 38,953
$ 96,523
$ (230,840 ) $ 180,393

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September ~~24, 2017~~29, 2019

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM (FOR) OPERATING ACTIVITIES	$	61,966		$	(3,954	)	$	40,125		$	227,588		$	(3,107	)	$	322,618		$	93,000		$	(82,026	)	$	51,059		$	327,653		$	(547	)	$	389,139
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			(248,190		)	248,190			—			—			—			—			(114,269		)	114,269			—
Proceeds from returns on investments	338,000			15,500			—			146,500			(500,000		)	—			—			38,030			—			—			(38,030		)	—
Proceeds from sale of investment	—			3,281			—			—			—			3,281			—			617			—			—			—			617
Purchase of identifiable intangible assets	—			—			—			(66		)	—			(66		)
Acquisitions, net of cash acquired																			—			—			—			(270,171		)	—			(270,171		)
Capital expenditures	—			(25		)	(5,679		)	(146,669		)	—			(152,373		)	—			—			(16,123		)	(280,493		)	—			(296,616		)
Net cash from (for) investing activities	338,000			18,756			(5,679		)	(248,425		)	(251,810		)	(149,158		)	—			38,647			(16,123		)	(664,933		)	76,239			(566,170		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Intercompany payables (payments) receipts	50,003			198,187			—			—			(248,190		)	—			64,698			49,571			—			—			(114,269		)	—
Payments for returns of capital	—			—			—			(500,000		)	500,000			—			—			—			(38,030		)	—			38,030			—
Term debt borrowings	—			131,000			—			619,000			—			750,000
Note borrowings	—			—			—			500,000			—			500,000			—			—			—			500,000			—			500,000
Term debt payments	—			(126,619		)	(13,854		)	(477,377		)	—			(617,850		)	—			(328		)	—			(1,547		)	—			(1,875		)
Note payments, including amounts paid for early termination	(304,014		)	(211,444		)	—			—			—			(515,458		)
Distributions paid to partners	(145,955		)	—			—			—			1,438			(144,517		)	(157,698		)	—			—			—			653			(157,045		)
Payment of debt issuance costs	—			(1,313		)	—			(18,371		)	—			(19,684		)
Payment of debt issuance costs and original issue discount																			—			—			—			(7,812		)	—			(7,812		)
Tax effect of units involved in treasury unit transactions	—			(2,560		)	—			—			—			(2,560		)	—			(1,615		)	—			—			—			(1,615		)
Payments related to tax withholding for equity compensation	—			(2,053		)	—			—			—			(2,053		)	—			(4,249		)	—			—			—			(4,249		)
Net cash from (for) financing activities	(399,966		)	(14,802		)	(13,854		)	123,252			253,248			(52,122		)	(93,000		)	43,379			(38,030		)	490,641			(75,586		)	327,404
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			5,892			—			—			5,892			—			—			2,394			—			—			2,394
CASH AND CASH EQUIVALENTS
Net increase for the period	—			—			26,484			102,415			(1,669		)	127,230
Net increase (decrease) for the period																			—			—			(700		)	153,361			106			152,767
Balance, beginning of period	—			—			65,563			58,178			(1,025		)	122,716			—			—			73,326			32,715			(692		)	105,349
Balance, end of period	$	—		$	—		$	92,047		$	160,593		$	(2,694	)	$	249,946		$	—		$	—		$	72,626		$	186,076		$	(586	)	$	258,116

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September ~~25, 2016~~23, 2018

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM OPERATING ACTIVITIES	$	95,426		$	13,190		$	41,319		$	188,005		$	(3,506	)	$	334,434
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			(31,877		)	(21,515		)	53,392			—
Capital expenditures	—			—			(16,355		)	(129,361		)	—			(145,716		)
Net cash for investing activities	—			—			(48,232		)	(150,876		)	53,392			(145,716		)
CASH FLOWS FOR FINANCING ACTIVITIES
Intercompany payables (payments) receipts	56,394			(3,002		)	—			—			(53,392		)	—
Distributions paid to partners	(151,820		)	—			—			—			968			(150,852		)
Payment of debt issuance costs and original issue discount	—			(321		)	—			(2,200		)	—			(2,521		)
Exercise of limited partnership unit options	—			125			—			—			—			125
Tax effect of units involved in treasury unit transactions	—			(3,049		)	—			—			—			(3,049		)
Payments related to tax withholding for equity compensation	—			(6,943		)	—			—			—			(6,943		)
Net cash for financing activities	(95,426		)	(13,190		)	—			(2,200		)	(52,424		)	(163,240		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(967		)	—			—			(967		)
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	—			—			(7,880		)	34,929			(2,538		)	24,511
Balance, beginning of period	—			—			85,758			81,582			(1,095		)	166,245
Balance, end of period	$	—		$	—		$	77,878		$	116,511		$	(3,633	)	$	190,756

(15) Consolidating Financial Information of Guarantors and Issuers of 2027 and 2029 Senior Notes:

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the 2027 and 2029 senior notes (see Note 7). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium) that guarantees the senior secured credit facilities. There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, Magnum, and Millennium, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium), the guarantors (on a combined basis), as of September 29, 2019, December 31, 2018, and September 23, 2018 and for the three and nine month periods ended September 29, 2019 and September 23, 2018. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the accompanying unaudited condensed consolidating financial statements have been included.

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

September 29, 2019

(In thousands)

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

NET CASH FROM (FOR) OPERATING
ACTIVITIES $ 99,232
$ (54,042 ) $ 41,273
$ 256,105
$ (1,866 ) $ 340,702
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts —
—
—
(22,771 ) 22,771
—
Capital expenditures —
—
(6,451 ) (120,413 ) —
(126,864 )
Net cash for investing activities —
—
(6,451 ) (143,184 ) 22,771
(126,864 )
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Term debt payments —
(1,237 ) (138 ) (4,625 ) —
(6,000 )
Distributions paid to partners (140,908 ) —
—
—
1,866
(139,042 )
Intercompany payables (payments) receipts (35,331 ) 58,102
—
—
(22,771 ) —
Tax effect of units involved in treasury unit transactions —
(1,903 ) —
—
—
(1,903 )
Payments related to tax withholding for equity compensation —
(920 ) —
—
—
(920 )
Net cash from (for) financing activities (176,239 ) 54,042
(138 ) (4,625 ) (20,905 ) (147,865 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
—
1,772
—
—
1,772
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period (77,007 ) —
36,456
108,296
—
67,745
Balance, beginning of period 77,007
—
39,106
3,444
—
119,557
Balance, end of period $ —
$ —
$ 75,562
$ 111,740
$ —
$ 187,302



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	72,626	$	182,686	$	3,390	$	(586	)	$	258,116
Receivables	—		1,013		34,777		47,338		1,018,436		(1,032,810		)	68,754
Inventories	—		—		2,616		29,410		5,708		—			37,734
Other current assets	290		585		3,610		14,617		3,450		(2,356		)	20,196
	290		1,598		113,629		274,051		1,030,984		(1,035,752		)	384,800
Property and Equipment, net	—		777		180,417		—		1,651,137		—			1,832,331
Investment in Park	681,560		1,373,024		291,833		2,119,748		264,426		(4,730,591		)	—
Goodwill	674		—		60,178		186,382		111,217		—			358,451
Other Intangibles, net	—		—		13,415		—		46,278		—			59,693
Deferred Tax Asset	—		18,224		—		—		—		(18,224		)	—
Right-of-Use Asset	—		—		83		10,557		427		—			11,067
Other Assets	—		—		38		2,648		8,983		—			11,669
	$	682,524	$	1,393,623	$	659,593	$	2,593,386	$	3,113,452	$	(5,784,567	)	$	2,658,011
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	1,313	$	—	$	6,187	$	—	$	—		$	7,500
Accounts payable	630,144		406,621		3,198		20,844		5,517		(1,033,396		)	32,928
Deferred revenue	—		—		12,344		92,962		24,959		—			130,265
Accrued interest	136		91		7,999		21,955		—		—			30,181
Accrued taxes	1,955		217		—		11,358		37,091		(2,356		)	48,265
Accrued salaries, wages and benefits	—		35,923		3,283		—		—		—			39,206
Self-insurance reserves	—		9,837		1,560		10,833		1,607		—			23,837
Other accrued liabilities	3,524		4,276		498		6,971		2,028		—			17,297
	635,759		458,278		28,882		171,110		71,202		(1,035,752		)	329,479
Deferred Tax Liability	—		—		13,366		—		87,516		(18,224		)	82,658
Derivative Liability	4,046		23,727		—		—		—		—			27,773
Lease Liability	—		—		68		7,114		258		—			7,440
Other Liabilities	—		761		477		6,193		11,535		—			18,966
Long-Term Debt:
Term debt	—		126,028		—		591,336		—		—			717,364
Notes	—		—		446,665		984,947		—		—			1,431,612
	—		126,028		446,665		1,576,283		—		—			2,148,976

Equity	42,719		784,829		170,135		832,686		2,942,941		(4,730,591		)	42,719
	$	682,524	$	1,393,623	$	659,593	$	2,593,386	$	3,113,452	$	(5,784,567	)	$	2,658,011

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2018

(In thousands)



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	73,326	$	30,663	$	2,052	$	(692	)	$	105,349
Receivables	—		1,093		34,497		36,242		902,155		(922,469		)	51,518
Inventories	—		—		2,135		23,402		5,216		—			30,753
Other current assets	179		1,411		5,462		8,980		1,564		(5,007		)	12,589
	179		2,504		115,420		99,287		910,987		(928,168		)	200,209
Property and Equipment, net	—		802		172,344		—		1,426,292		—			1,599,438
Investment in Park	601,706		1,182,345		262,462		1,517,897		218,574		(3,782,984		)	—
Goodwill	674		—		58,440		8,388		111,217		—			178,719
Other Intangibles, net	—		—		13,030		—		23,346		—			36,376
Deferred Tax Asset	—		18,224		—		—		—		(18,224		)	—
Other Assets	—		—		36		417		8,988		—			9,441
	$	602,559	$	1,203,875	$	621,732	$	1,625,989	$	2,699,404	$	(4,729,376	)	$	2,024,183
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	984	$	—	$	4,641	$	—	$	—		$	5,625
Accounts payable	565,472		359,953		2,430		14,995		3,625		(923,161		)	23,314
Deferred revenue	—		—		8,460		74,062		24,552		—			107,074
Accrued interest	1		1		2,054		5,871		—		—			7,927
Accrued taxes	443		6,668		—		8,087		19,400		(5,007		)	29,591
Accrued salaries, wages and benefits	—		17,552		1,234		—		—		—			18,786
Self-insurance reserves	—		10,214		1,433		10,308		2,066		—			24,021
Other accrued liabilities	3,318		4,903		136		5,471		4,553		—			18,381
	569,234		400,275		15,747		123,435		54,196		(928,168		)	234,719
Deferred Tax Liability	—		—		12,425		—		87,516		(18,224		)	81,717
Derivative Liability	909		5,796		—		—		—		—			6,705
Other Liabilities	—		1,169		—		87		9,802		—			11,058
Long-Term Debt:
Term debt	—		126,525		—		592,982		—		—			719,507
Notes	—		—		446,241		491,820		—		—			938,061
	—		126,525		446,241		1,084,802		—		—			1,657,568

Equity	32,416		670,110		147,319		417,665		2,547,890		(3,782,984		)	32,416
	$	602,559	$	1,203,875	$	621,732	$	1,625,989	$	2,699,404	$	(4,729,376	)	$	2,024,183

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

September 23, 2018

(In thousands)



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	77,878	$	115,323	$	1,188	$	(3,633	)	$	190,756
Receivables	—		991		47,193		36,711		858,552		(885,049		)	58,398
Inventories	—		—		2,260		28,205		6,084		—			36,549
Other current assets	293		1,170		3,594		15,871		3,675		(2,728		)	21,875
	293		2,161		130,925		196,110		869,499		(891,410		)	307,578
Property and Equipment, net	—		811		178,522		—		1,409,366		—			1,588,699
Investment in Park	648,414		1,205,086		259,710		1,490,666		246,968		(3,850,844		)	—
Goodwill	674		—		61,725		8,388		111,217		—			182,004
Other Intangibles, net	—		—		13,763		—		23,368		—			37,131
Deferred Tax Asset	—		19,870		—		—		—		(19,870		)	—
Other Assets	1,197		2,926		39		312		9,062		—			13,536
	$	650,578	$	1,230,854	$	644,684	$	1,695,476	$	2,669,480	$	(4,762,124	)	$	2,128,948
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	656	$	—	$	3,094	$	—	$	—		$	3,750
Accounts payable	553,952		334,696		2,868		23,330		6,825		(888,682		)	32,989
Deferred revenue	—		—		9,397		66,342		26,587		—			102,326
Accrued interest	113		75		7,601		14,104		—		—			21,893
Accrued taxes	1,551		38,538		—		9,569		1,442		(2,728		)	48,372
Accrued salaries, wages and benefits	—		28,162		2,416		—		—		—			30,578
Self-insurance reserves	—		10,459		1,635		11,856		1,973		—			25,923
Other accrued liabilities	3,292		6,796		585		6,937		4,622		—			22,232
	558,908		419,382		24,502		135,232		41,449		(891,410		)	288,063
Deferred Tax Liability	—		—		12,562		—		81,945		(19,870		)	74,637
Other Liabilities	—		968		390		3,304		11,630		—			16,292
Long-Term Debt:
Term debt	—		126,800		—		594,046		—		—			720,846
Notes	—		—		445,846		491,594		—		—			937,440
	—		126,800		445,846		1,085,640		—		—			1,658,286

Equity	91,670		683,704		161,384		471,300		2,534,456		(3,850,844		)	91,670
	$	650,578	$	1,230,854	$	644,684	$	1,695,476	$	2,669,480	$	(4,762,124	)	$	2,128,948

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended September 29, 2019

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	73,704		$	198,065		$	86,566		$	522,712	$	187,734		$	(354,269	)	$	714,512
Costs and expenses:
Cost of food, merchandise and games revenues	—			(51		)	7,263			42,719		8,544			—			58,475
Operating expenses	—			135,330			21,920			414,642		10,002			(354,269		)	227,625
Selling, general and administrative	1,131			25,002			4,686			45,217		7,044			—			83,080
Depreciation and amortization	—			9			7,121			13		61,192			—			68,335
(Gain) loss on impairment / retirement of fixed assets, net	—			—			(305		)	367		1,613			—			1,675
	1,131			160,290			40,685			502,958		88,395			(354,269		)	439,190
Operating income	72,573			37,775			45,881			19,754		99,339			—			275,322
Interest (income) expense, net	6,640			5,313			6,022			19,292		(10,107		)	—			27,160
Net effect of swaps	20			3,890			—			—		—			—			3,910
Loss on foreign currency	—			13			5,595			—		—			—			5,608
Other (income) expense	63			(26,185		)	949			—		25,047			—			(126		)
Income from investment in affiliates	(129,774		)	(98,037		)	(22,574		)	—		(48,597		)	298,982			—
Income before taxes	195,624			152,781			55,889			462		132,996			(298,982		)	238,770
Provision for taxes	5,668			23,005			7,295			462		12,385			—			48,815
Net income	$	189,956		$	129,776		$	48,594		$	—	$	120,611		$	(298,982	)	$	189,955
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	2,554			—			2,554			—		—			(2,554		)	2,554
Other comprehensive income (loss), (net of tax)	2,554			—			2,554			—		—			(2,554		)	2,554
Total comprehensive income	$	192,510		$	129,776		$	51,148		$	—	$	120,611		$	(301,536	)	$	192,509

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended September 23, 2018

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	71,751		$	182,833		$	81,265		$	474,711	$	189,672		$	(336,529	)	$	663,703
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			7,020			38,134		8,737			—			53,891
Operating expenses	—			122,455			20,145			388,158		12,276			(336,529		)	206,505
Selling, general and administrative	185			20,666			4,582			34,578		7,103			—			67,114
Depreciation and amortization	—			8			8,379			—		65,987			—			74,374
Loss on impairment / retirement of fixed assets, net	—			—			—			422		2,825			—			3,247
	185			143,129			40,126			461,292		96,928			(336,529		)	405,131
Operating income	71,566			39,704			41,139			13,419		92,744			—			258,572
Interest (income) expense, net	5,879			4,072			5,986			12,940		(7,943		)	—			20,934
Net effect of swaps	265			(1,482		)	—			—		—			—			(1,217		)
(Gain) loss on foreign currency	—			15			(13,069		)	—		—			—			(13,054		)
Other (income) expense	63			(28,849		)	1,484			—		27,134			—			(168		)
Income from investment in affiliates	(153,756		)	(100,629		)	(16,509		)	—		(56,985		)	327,879			—
Income before taxes	219,115			166,577			63,247			479		130,538			(327,879		)	252,077
Provision for taxes	5,808			12,823			6,261			479		13,399			—			38,770
Net income	$	213,307		$	153,754		$	56,986		$	—	$	117,139		$	(327,879	)	$	213,307
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(5,276		)	—			(5,276		)	—		—			5,276			(5,276		)
Cash flow hedging derivative activity	2,116			728			—			—		—			(728		)	2,116
Other comprehensive income (loss), (net of tax)	(3,160		)	728			(5,276		)	—		—			4,548			(3,160		)
Total comprehensive income	$	210,147		$	154,482		$	51,710		$	—	$	117,139		$	(323,331	)	$	210,147

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Nine Months Ended September 29, 2019

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	88,302		$	309,161		$	125,236		$	903,497	$	328,962		$	(537,479	)	$	1,217,679
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			11,189			79,049		15,694			—			105,932
Operating expenses	2			285,675			42,665			682,759		29,979			(537,479		)	503,601
Selling, general and administrative	2,756			55,554			9,551			91,278		15,388			—			174,527
Depreciation and amortization	—			25			12,803			13		124,987			—			137,828
(Gain) loss on impairment / retirement of fixed assets, net	—			—			(270		)	1,160		2,891			—			3,781
Gain on sale of investment	—			(617		)	—			—		—			—			(617		)
	2,758			340,637			75,938			854,259		188,939			(537,479		)	925,052
Operating income (loss)	85,544			(31,476		)	49,298			49,238		140,023			—			292,627
Interest (income) expense, net	19,704			15,339			17,780			47,841		(29,971		)	—			70,693
Net effect of swaps	3,137			17,931			—			—		—			—			21,068
(Gain) loss on foreign currency	—			14			(12,547		)	—		—			—			(12,533		)
Other (income) expense	186			(62,156		)	2,974			—		59,309			—			313
Income from investment in affiliates	(116,919		)	(128,489		)	(29,372		)	—		(65,974		)	340,754			—
Income before taxes	179,436			125,885			70,463			1,397		176,659			(340,754		)	213,086
Provision for taxes	9,855			8,964			4,492			1,397		18,798			—			43,506
Net income	$	169,581		$	116,921		$	65,971		$	—	$	157,861		$	(340,754	)	$	169,580
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(5,128		)	—			(5,128		)	—		—			5,128			(5,128		)
Other comprehensive income (loss), (net of tax)	(5,128		)	—			(5,128		)	—		—			5,128			(5,128		)
Total comprehensive income	$	164,453		$	116,921		$	60,843		$	—	$	157,861		$	(335,626	)	$	164,452

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Nine Months Ended September 23, 2018

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries			Eliminations			Total

Net revenues	$	84,921		$	275,214		$	111,184		$	807,575	$	310,159		$	(490,307	)	$	1,098,746
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			10,204			69,628		15,080			—			94,912
Operating expenses	—			258,162			40,115			622,643		32,137			(490,307		)	462,750
Selling, general and administrative	1,870			50,754			8,818			73,572		14,823			—			149,837
Depreciation and amortization	—			24			14,319			—		117,771			—			132,114
Loss on impairment / retirement of fixed assets, net	—			—			67			1,868		6,024			—			7,959
	1,870			308,940			73,523			767,711		185,835			(490,307		)	847,572
Operating income (loss)	83,051			(33,726		)	37,661			39,864		124,324			—			251,174
Interest (income) expense, net	16,519			13,031			17,637			37,539		(22,974		)	—			61,752
Net effect of swaps	(2,266		)	(3,485		)	—			—		—			—			(5,751		)
Loss on early debt extinguishment	—			187			—			886		—			—			1,073
Loss on foreign currency	—			36			11,988			—		—			—			12,024
Other (income) expense	186			(61,404		)	3,270			—		57,573			—			(375		)
Income from investment in affiliates	(89,426		)	(74,345		)	(21,578		)	—		(22,798		)	208,147			—
Income before taxes	158,038			92,254			26,344			1,439		112,523			(208,147		)	182,451
Provision for taxes	8,888			2,829			3,545			1,439		16,600			—			33,301
Net income	$	149,150		$	89,425		$	22,799		$	—	$	95,923		$	(208,147	)	$	149,150
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	5,990			—			5,990			—		—			(5,990		)	5,990
Cash flow hedging derivative activity	6,250			2,085			—			—		—			(2,085		)	6,250
Other comprehensive income (loss), (net of tax)	12,240			2,085			5,990			—		—			(8,075		)	12,240
Total comprehensive income	$	161,390		$	91,510		$	28,789		$	—	$	95,923		$	(216,222	)	$	161,390

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 29, 2019

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Co-Issuer Subsidiary (Millennium)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM (FOR) OPERATING ACTIVITIES	$	93,000		$	(82,026	)	$	51,059		$	182,457		$	145,196		$	(547	)	$	389,139
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			—			(114,269		)	114,269			—
Proceeds from returns on investments	—			38,030			—			—			—			(38,030		)	—
Proceeds from sale of investment	—			617			—			—			—			—			617
Acquisitions, net of cash acquired	—			—			—			(270,171		)	—			—			(270,171		)
Capital expenditures	—			—			(16,123		)	(250,904		)	(29,589		)	—			(296,616		)
Net cash from (for) investing activities	—			38,647			(16,123		)	(521,075		)	(143,858		)	76,239			(566,170		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Intercompany payables (payments) receipts	64,698			49,571			—			—			—			(114,269		)	—
Payments for returns of capital	—			—			(38,030		)	—			—			38,030			—
Note borrowings	—			—			—			500,000			—			—			500,000
Term debt payments	—			(328		)	—			(1,547		)	—			—			(1,875		)
Distributions paid to partners	(157,698		)	—			—			—			—			653			(157,045		)
Payment of debt issuance costs and original issue discount	—			—			—			(7,812		)	—			—			(7,812		)
Tax effect of units involved in treasury unit transactions	—			(1,615		)	—			—			—			—			(1,615		)
Payments related to tax withholding for equity compensation	—			(4,249		)	—			—			—			—			(4,249		)
Net cash from (for) financing activities	(93,000		)	43,379			(38,030		)	490,641			—			(75,586		)	327,404
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			2,394			—			—			—			2,394
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	—			—			(700		)	152,023			1,338			106			152,767
Balance, beginning of period	—			—			73,326			30,663			2,052			(692		)	105,349
Balance, end of period	$	—		$	—		$	72,626		$	182,686		$	3,390		$	(586	)	$	258,116

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 23, 2018

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)			Co-Issuer Subsidiary (Cedar Canada)			Co-Issuer Subsidiary (Millennium)			Guarantor Subsidiaries			Eliminations			Total

NET CASH FROM OPERATING ACTIVITIES	$	95,426		$	13,190		$	41,319		$	136,066		$	51,939		$	(3,506	)	$	334,434
CASH FLOWS FOR INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			(31,877		)	—			(21,515		)	53,392			—
Capital expenditures	—			—			(16,355		)	(98,973		)	(30,388		)	—			(145,716		)
Net cash for investing activities	—			—			(48,232		)	(98,973		)	(51,903		)	53,392			(145,716		)
CASH FLOWS FOR FINANCING ACTIVITIES
Intercompany payables (payments) receipts	56,394			(3,002		)	—			—			—			(53,392		)	—
Distributions paid to partners	(151,820		)	—			—			—			—			968			(150,852		)
Payment of debt issuance costs and original issue discount	—			(321		)	—			(2,200		)	—			—			(2,521		)
Exercise of limited partnership unit options	—			125			—			—			—			—			125
Tax effect of units involved in treasury unit transactions	—			(3,049		)	—			—			—			—			(3,049		)
Payments related to tax withholding for equity compensation	—			(6,943		)	—			—			—			—			(6,943		)
Net cash for financing activities	(95,426		)	(13,190		)	—			(2,200		)	—			(52,424		)	(163,240		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(967		)	—			—			—			(967		)
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	—			—			(7,880		)	34,893			36			(2,538		)	24,511
Balance, beginning of period	—			—			85,758			80,430			1,152			(1,095		)	166,245
Balance, end of period	$	—		$	—		$	77,878		$	115,323		$	1,188		$	(3,633	)	$	190,756

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

Business Overview:

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

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

Along with attendance and in-park per capita spending statistics, 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, ~~the Executive Vice President - Operations,~~ Regional Vice Presidents and the park general managers.

Critical Accounting Policies:

Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions.

Management believes that judgment and estimates related to the following critical accounting policies could materially affect our condensed consolidated financial statements:

•Accounting for Business Combinations

•Impairment of Long-Lived Assets

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•~~Derivative Financial Instruments~~

•Revenue Recognition

Income Taxes

In the third quarter of ~~2017, there~~2019, we completed the acquisition of the Schlitterbahn parks (see Note 3). We have, therefore, included Accounting for Business Combinations as a Critical Accounting Policy below. There were no other changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

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.

Adjusted EBITDA:

We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Amended 2017 Credit Agreement and ~~the 2013 Credit Agreement)~~prior credit agreements) 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 generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three- and nine-month periods ended September ~~24, 2017~~29, 2019 and September ~~25, 2016~~23, 2018.


	Three months ended						Nine months ended						Three months ended						Nine months ended
(In thousands)	9/24/2017			9/25/2016			9/24/2017			9/25/2016			September 29, 2019			September 23, 2018			September 29, 2019			September 23, 2018
Net income	$	191,315		$	174,987		$	157,929		$	184,484		$	189,955		$	213,307		$	169,580		$	149,150
Interest expense	21,638			20,957			62,472			61,869			27,967			21,464			71,814			62,563
Interest income	(351		)	(58		)	(399		)	(84		)	(807		)	(530		)	(1,121		)	(811		)
Provision for taxes	73,747			62,918			63,769			65,339			48,815			38,770			43,506			33,301
Depreciation and amortization	70,060			64,685			126,237			118,175			68,335			74,374			137,828			132,114
EBITDA	356,409			323,489			410,008			429,783			334,265			347,385			421,607			376,317
Loss on early debt extinguishment	—			—			23,115			—			—			—			—			1,073
Net effect of swaps	(952		)	1,650			3,717			8,902			3,910			(1,217		)	21,068			(5,751		)
Non-cash foreign currency (gain) loss	(29,156		)	7,360			(34,985		)	(23,535		)	5,617			(13,064		)	(12,528		)	12,026
Non-cash equity compensation expense	3,126			2,160			9,728			6,909			2,930			1,906			8,760			8,054
Loss on impairment / retirement of fixed assets, net	1,347			1,355			3,057			5,382			1,675			3,247			3,781			7,959
Gain on sale of investment	(1,877		)	—			(1,877		)	—			—			—			(617		)	—
Employment practice litigation costs	4,696			—			4,696			—
Acquisition-related costs													6,292			—			7,238			—
Other ⁽¹⁾	49			1			397			341			499			(120		)	782			(27		)
Adjusted EBITDA	$	333,642		$	336,015		$	417,856		$	427,782		$	355,188		$	338,137		$	450,091		$	399,651

(1)

Consists of certain costs as defined in ~~the Company's~~our Amended 2017 Credit Agreement and prior credit agreements. These items are excluded infrom the calculation of Adjusted EBITDA and have included certain legal ~~expenses, costs associated with certain ride abandonment or relocation~~ expenses and severance expenses. This balance also includes unrealized gains and losses on short-term investments.

Results of Operations:

We believe the following are ~~significant~~key operational measures in ~~the structure of~~ our ~~management~~managerial and operational reporting, and they are used as major factors in ~~key~~significant operational decisions:

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, online transaction fees charged to customers and all other out-of-park operations.

~~Both~~ Net revenues consist of in-park ~~per capita spending~~revenues and out-of-park revenues ~~exclude~~ less amounts remitted ~~for~~to outside parties under concessionaire arrangements. See Note 4 for further information.

Nine months ended September ~~24, 2017~~

29, 2019

The ~~fiscal nine-month period ended September 24, 2017 included a total of 1,722 operating days compared with 1,825 operating days~~results for the fiscal nine-month period ended September ~~25, 2016. On a same-park basis (excluding Wildwater Kingdom, one of~~29, 2019 are not directly comparable with the ~~Partnership's separately gated outdoor water parks which was closed after the 2016 operating season),~~results for the fiscal nine-month period ended September ~~25, 2016~~23, 2018. First, the current period includes results from the operations of the recently acquired Schlitterbahn parks from the July 1, 2019 acquisition date. Second, the current period consisted of a 39-week period and included a total of ~~1,742~~1,730 operating ~~days.~~ days (excluding the Schlitterbahn parks) compared with 38 weeks and 1,710 operating days (excluding the Schlitterbahn parks) for the prior period. Since many differences in our operating results relate to the acquisition and the additional week in the current period, we have also included a discussion of operating results on a same-park/same-week basis. For purposes of the nine-month same-park/same-week basis discussions, the current period discussed excludes the results of the Schlitterbahn parks and the prior period discussed is through September 30, 2018.

The following table presents key financial information for the nine months ended September ~~24, 2017~~29, 2019 and September ~~25, 2016:~~23, 2018, as reported:


	Nine months ended			Nine months ended			Increase (Decrease)					Nine months ended			Nine months ended			Increase (Decrease)
	9/24/2017			9/25/2016			$			%		September 29, 2019			September 23, 2018			$			%
	(Amounts in thousands, except for per capita spending)											(Amounts in thousands, except for per capita spending)
Net revenues	$	1,093,805		$	1,096,755		$	(2,950	)	(0.3	)%	$	1,217,679		$	1,098,746		$	118,933		10.8	%
Operating costs and expenses	690,897			676,363			14,534			2.1	%	784,060			707,499			76,561			10.8	%
Depreciation and amortization	126,237			118,175			8,062			6.8	%	137,828			132,114			5,714			4.3	%
Loss on impairment / retirement of fixed assets, net	3,057			5,382			(2,325		)	N/M		3,781			7,959			(4,178		)	N/M
Gain on sale of investment	(1,877		)	—			(1,877		)	N/M		(617		)	—			(617		)	N/M
Operating income	$	275,491		$	296,835		$	(21,344	)	(7.2	)%	$	292,627		$	251,174		$	41,453		16.5	%
N/M - Not meaningful
Other Data:
Adjusted EBITDA ⁽¹⁾	$	417,856		$	427,782		$	(9,926	)	(2.3	)%	$	450,091		$	399,651		$	50,440		12.6	%
Adjusted EBITDA margin ⁽²⁾	38.2		%	39.0		%	—			(0.8	)%	37.0		%	36.4		%	—			0.6	%
Attendance	21,293			21,472			(179		)	(0.8	)%	22,864			21,026			1,838			8.7	%
In-park per capita spending	$	47.24		$	46.82		$	0.42		0.9	%	$	48.73		$	47.80		$	0.93		1.9	%
Out-of-park revenues	$	120,165		$	121,859		$	(1,694	)	(1.4	)%	$	140,452		$	126,306		$	14,146		11.2	%


(1)	For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income, see page ~~29.~~39.

(2)

Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) is not a measurement computed in accordance with generally accepted accounting principles ("GAAP") or a substitute for measures computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies. We provide Adjusted EBITDA margin because we believe the measure provides a meaningful measure of operating profitability.

For the nine months ended September ~~24, 2017,~~29, 2019, net revenues ~~decreased by $3.0~~increased 10.8%, or $118.9 million, to ~~$1,093.8~~$1,217.7 million, from ~~$1,096.8~~$1,098.7 million for the ~~first~~ nine months ~~of 2016.~~ended September 23, 2018. This reflects ~~a 179,000-visit decrease in attendance which was partially offset by~~ the impact of a ~~$0.42~~1.8 million visit increase in attendance and a $0.93 increase in in-park per capita spending. Out-of-park revenues ~~decreased $1.7~~increased $14.1 million compared with the ~~same period~~nine months ended September 23, 2018. The increase in net revenues was net of a $6.6 million unfavorable impact of foreign currency exchange related to our Canadian park.

Operating costs and expenses for the nine months ended September 29, 2019 increased 10.8%, or $76.6 million, to $784.1 million from $707.5 million for the nine months ended September 23, 2018. The increase was the result of an $11.0 million increase in cost of goods sold, a $40.9 million increase in operating expenses and a $24.7 million increase in SG&A expense. The increase in operating costs and expenses was net of a $3.1 million favorable impact of foreign currency exchange related to our Canadian park. Depreciation and amortization expense for the nine months ended September 29, 2019 increased $5.7 million compared with the nine months ended September 23, 2018.

The loss on impairment / retirement of fixed assets for the nine months ended September 29, 2019 was $3.8 million compared with $8.0 million for the nine months ended September 23, 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. 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.

After the items above, operating income for the nine months ended September 29, 2019 increased $41.5 million to $292.6 million compared with $251.2 million for the nine months ended September 23, 2018.

Interest expense for the nine months ended September 29, 2019 increased $9.3 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 charge to earnings of $21.1 million for the nine months ended September 29, 2019 compared with a $5.8 million benefit to earnings for the nine months ended September 23, 2018. The difference reflects the change in fair market value movements in our swap portfolio offset by the prior ~~year.~~period amortization of amounts in OCI for our de-designated swaps. During the current period, we also recognized a $12.5 million net benefit to earnings for foreign currency gains and losses compared with a $12.0 million net charge to earnings for the nine months ended September 23, 2018. Both amounts primarily represent 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.

During the nine months ended September 29, 2019, a provision for taxes of $43.5 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a provision for taxes of $33.3 million for the nine months ended September 23, 2018. The ~~decrease~~increase in provision for taxes was attributable to an increase in pretax income from our taxable subsidiaries.

After the items above, net income for the nine months ended September 29, 2019 totaled $169.6 million, or $2.98 per diluted limited partner unit, compared with net income of $149.2 million, or $2.63 per diluted limited partner unit, for the nine months ended September 23, 2018.

As stated previously, the results for the nine months ended September 29, 2019 included the results of the recently acquired Schlitterbahn parks and an additional week of operations as compared with the nine months ended September 23, 2018. Comparing both 2019 and 2018 on a same-park/same-week basis, net revenues increased by $53.9 million, or 5%, to $1,176.2 million. The increase reflects the impact of a 635,000-visit increase in attendance ~~for~~to 22.2 million visits and an $0.83 increase in in-park per capita spending to $48.54 on a same-park/same-week basis. The increase in attendance, particularly season pass visitation, was driven by strong season pass sales, favorable third quarter weather conditions and the ~~first nine months~~introduction of ~~2017 relates primarily to the closure of Wildwater Kingdom after the 2016 operating season.~~new immersive events. 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 $7.5 million to $136.0 million on a same-park/same-week basis largely ~~attributable~~due to an increase in ~~revenues from our all-season dining~~online transaction fees charged to customers and beverage programs, as well as our premium product offerings. The increase was partially offset by a decrease in in-park per capita spending related to admissions resulting from a higher season pass attendance mix, and from a shift of a portionthe acquisition of the ~~estimated number of uses per season pass into the fourth quarter with three additional parks extending their operating seasons~~Sawmill Creek Resort at Cedar Point described in Note 3. Amounts remitted to ~~include WinterFest,~~outside parties under concessionaire arrangements increased $2.4 million to $35.6 million on a holiday event operating during November and December. The decrease in out-of-park revenues was due to prior period revenues received from a Super Bowl 50 special event and a decline in accommodations revenue. Foreign currency exchange rates had an immaterial impact on net revenues.same-park/same-week basis.

Operating costs and expenses ~~for the first nine months of 2017~~on a comparable same-park/same-week basis increased ~~2.1%~~by $44.6 million, or 6%, ~~or $14.5 million,~~ to ~~$690.9 million from $676.4 million for the first nine months of 2016.~~$764.9 million. The increase iswas the result of a ~~$9.1~~$6.5 million increase in cost of goods sold, an $18.5 million increase in operating expenses and a $19.6 million increase in SG&A expense ~~a $6.0 million increase in operating expense offset by a $0.5 million decrease in cost of goods sold.~~for the comparable same-park/same-week basis. Cost of goods sold as a percentage of food, merchandise, and games net revenue was ~~comparable for both periods.~~comparable. Operating expenses grew by ~~$6.0~~$18.5 million primarily due to increased labor costs for seasonal, ~~wages which were~~full-time and maintenance labor largely driven by ~~hourly~~planned wage and rate increases, ~~and increased~~as well as incremental operating ~~supply expense attributable to incremental special and~~costs associated with new immersive events. The seasonal ~~events and~~rate increase was partially offset by a decrease in labor hours during the ~~opening of several large capital projects.~~comparable periods. The ~~$9.1~~$19.6 million increase in SG&A expense was ~~primarily~~ attributable to ~~a reserve established for an employment practice claim,~~$7.2 million of acquisition-related costs, increased transaction fees related to higher ~~merchant fees, increased~~sales volume, higher technology related costs, and ~~increased~~an increase in full-time ~~wages and related employee benefits and taxes. Foreign currency exchange rates had an immaterial impact on operating costs and expenses.~~

wages. Depreciation and amortization expense ~~for the first nine months of 2017~~ increased ~~$8.1~~$0.8 million to ~~$126.2~~$135.7 million ~~from $118.2 million for~~on a same-park/same-week basis.

After the ~~same period in~~same-park/same-week basis fluctuations described above, and the ~~prior year. The increase is attributable to a change in the estimated useful lives~~fluctuations of ~~a long-lived asset at Cedar Point and a series of other long-lived assets across the portfolio. For the first nine months of 2017, the~~ loss on impairment / retirement of fixed assets ~~was $3.1 million, reflecting retirements of assets in the normal course of business at several of our properties. During the third quarter of 2017, a $1.9 million~~and gain on sale of investment, ~~was recognized for~~which were not materially impacted by the ~~liquidation~~acquisition of ~~a preferred equity investment.~~

~~After~~ the ~~items above,~~Schlitterbahn parks or the additional week of activity in the current period, operating income ~~for the first nine months of 2017 decreased $21.3 million to $275.5 million compared with operating income of $296.8 million for the first nine months of 2016.~~

~~Interest~~on a comparable same-park/same-week basis increased $13.3 million. The fluctuations in interest expense, ~~for the first nine months of 2017 was comparable to the same period in the prior year. We recognized a $23.1 million~~ loss on early debt extinguishment, ~~during the nine months ended September 24, 2017 attributable to the April 2017 debt refinancing. The~~ net effect of swaps, resulted in a charge to earnings of $3.7 million for the first nine months of 2017 compared with a $8.9 million charge to earnings in 2016 for the same period. The difference reflects the amortization of amounts in OCI for our de-designated swap portfolio offset by fair market value movements for these swaps. During the period, we also recognized a $35.0 million net benefit to earnings for foreign currency ~~gains~~(gain) loss, and losses compared with a $23.7 million net benefit to earnings for the same period in 2016. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt held at our Canadian property from the applicable currency to the legal entity's functional currency.

~~During the first nine months of 2017, a~~ provision for taxes on a same-park/same-week basis were not materially impacted by the acquisition of ~~$63.8 million was recorded to account for PTP taxes and income taxes on our corporate subsidiaries. This compares with a $65.3 million provision for taxes recorded for~~ the ~~first nine months~~Schlitterbahn parks or the additional week of ~~2016. The decrease~~activity in ~~provision for taxes relates largely to~~ the ~~tax effect of foreign currency exchange related to our Canadian property partially offset by an increase in pretax income from our corporate subsidiaries compared with the same period a year ago.~~

current period. After ~~the~~these items, ~~above,~~ net income ~~for the first nine months totaled $157.9 million, or $2.79 per diluted limited partner unit, compared with net income of $184.5 million, or $3.27 per diluted limited partner unit, for the same period~~on a ~~year ago.~~

~~For the nine month period, our Adjusted EBITDA~~comparable same-park/same-week basis decreased ~~to $417.9~~$7.6 million from $427.8 million for the same period in 2016. The approximate $9.9 million decrease in Adjusted EBITDA is due to decreased attendance and lower out-of-park revenue, as well as higher operating costs and expenses associated with labor, merchant fees and other planned spending. Our Adjusted EBITDA margin also decreased 80 basis points as a result of lower net revenues and expense growth.

~~On a same-park basis (excluding Wildwater Kingdom), net revenues increased by $2.5 million to $1,093.8~~$156.9 million for the nine months ended September ~~24, 2017~~30, 2018 to $149.3 million for the nine months ended September 29, 2019.

For the nine months ended September 29, 2019, Adjusted EBITDA increased $50.4 million to $450.1 million from ~~$1,091.3~~$399.7 million infor the ~~same period in the prior year. This is the result of~~nine months ended September 23, 2018. Adjusted EBITDA on a ~~59,000-visit increase in~~same-park/same-week basis increased $16.8 million, or 4%, due to increased net revenues driven by higher attendance, ~~and a $0.15 increase in~~ 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 cost of goods sold and transaction fees. Our Adjusted EBITDA margin for the nine months ended September 29, 2019 increased 60 basis points (bps) compared with Adjusted EBITDA margin for the nine months ended September 23, 2018. Adjusted EBITDA margin on a ~~same-park basis. Operating~~same-park/same-week basis decreased 20 bps due to the planned expense increases in labor and operating supply costs, including costs for new facilities and ~~expenses (including~~immersive events. Adjusted EBITDA and Adjusted EBITDA margin were computed in the same manner for both same-park/same-week periods ⁽³⁾.

(3)

Adjusted EBITDA for the nine months ended September 29, 2019 excluding the Schlitterbahn parks' results (i.e. the same-park basis current period) was calculated as net income of $149.3 million plus interest expense of $71.8 million, interest income of $1.1 million, provision for taxes of $43.5 million, depreciation and amortization expense of $135.7 million, net effect of swaps charge of $21.1 million, non-cash foreign currency gain of $12.5 million, non-cash equity compensation expense of $8.8 million, loss on impairment / retirement of fixed assets of $3.8 million, and acquisition-related costs of $7.2 million.

Adjusted EBITDA for the nine months ended September 30, 2018 (i.e. the same-week basis prior period) was calculated as net income of $156.9 million plus interest expense of $62.6 million, interest income of $0.8 million, provision for taxes of $33.4 million, depreciation and amortization expense of $134.9 million, loss on early debt extinguishment of $1.1 million, net effect of swaps benefit of $5.8 million, non-cash foreign currency loss of $12.1 million, non-cash equity compensation expense of $8.1 million, and loss on impairment / retirement of fixed assets ~~and gain on sale~~ of ~~investment) on a same-park basis increased $23.8 million resulting in a $21.3 million decrease in same-park operating income.~~$8.0 million.

Three months ended September ~~24, 2017~~29, 2019

The ~~fiscal three-month period ended~~ ~~September 24, 2017~~ ~~consisted of a total of 960 operating days compared with 1,021 operating days~~results for the fiscal three-month period ended September ~~25, 2016. On a same-park basis (excluding Wildwater Kingdom, one of~~29, 2019 are not directly comparable with the ~~Partnership's separately gated outdoor water parks which was closed after the 2016 operating season),~~results for the fiscal three-month period ended September ~~25, 2016~~23, 2018. First, the current period includes results from the operations of the recently acquired Schlitterbahn parks. Second, the current period included a total of ~~965~~903 operating ~~days.~~ days (excluding the Schlitterbahn parks) compared with 956 operating days (excluding the Schlitterbahn parks) for the prior period. Since many differences in our operating results relate to the acquisition and the fewer operating days in the current period, we have also included a discussion of operating results on a same-park/same-week basis. For purposes of the three-month same-park/same-week basis discussions, the current period discussed excludes the results of the Schlitterbahn parks and the prior period discussed is the 13-week period through September 30, 2018.

The following table presents key financial information for the three months ended September ~~24, 2017~~29, 2019 and September ~~25, 2016~~:23, 2018, as reported:


	Three months ended			Three months ended		Increase (Decrease)					Three months ended		Three months ended		Increase (Decrease)
	9/24/2017			9/25/2016		$			%		September 29, 2019		September 23, 2018		$			%
	(Amounts in thousands, except for per capita spending)										(Amounts in thousands, except for per capita spending)
Net revenues	$	652,689		$	650,283	$	2,406		0.4	%	$	714,512	$	663,703	$	50,809		7.7	%
Operating costs and expenses	327,020			316,448		10,572			3.3	%	369,180		327,510		41,670			12.7	%
Depreciation and amortization	70,060			64,685		5,375			8.3	%	68,335		74,374		(6,039		)	(8.1	)%
Loss on impairment / retirement of fixed assets, net	1,347			1,355		(8		)	N/M		1,675		3,247		(1,572		)	N/M
Gain on sale of investment	(1,877		)	—		(1,877		)	N/M
Operating income	$	256,139		$	267,795	$	(11,656	)	(4.4	)%	$	275,322	$	258,572	$	16,750		6.5	%
N/M - Not meaningful
Other Data:
Adjusted EBITDA ⁽¹⁾	$	333,642		$	336,015	$	(2,373	)	(0.7	)%	$	355,188	$	338,137	$	17,051		5.0	%
Attendance	12,428			12,492		(64		)	(0.5	)%	13,189		12,371		818			6.6	%
In-park per capita spending	$	48.73		$	48.01	$	0.72		1.5	%	$	49.94	$	49.47	$	0.47		1.0	%
Out-of-park revenues	$	65,103		$	67,903	$	(2,800	)	(4.1	)%	$	76,347	$	70,129	$	6,218		8.9	%


(1)	For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income, see page ~~29.~~39.

For the ~~quarter~~three months ended September ~~24, 2017,~~29, 2019, net revenues increased ~~by $2.4~~7.7%, or $50.8 million, to ~~$652.7~~$714.5 million, from ~~$650.3~~$663.7 million infor the ~~third quarter of 2016.~~three months ended September 23, 2018. This reflects the impact of an 0.8 million visit increase in attendance and a ~~$0.72~~$0.47 increase in in-park per capita ~~spending, partially offset by the impact of a 64,000-visit decrease in attendance.~~spending. Out-of-park revenues ~~decreased $2.8~~increased $6.2 million compared with the same period in the prior year. The increase in in-park per capita spending was largely attributable to an increase in revenues from our all-season dining and beverage programs, as well as our premium product offerings and non-season pass admissions. The increase was partially offset by a decrease in in-park per capita spending related to season pass admissions resulting from a shift of a portion of the estimated number of uses per season pass into the fourth quarter with three additional parks extending their operating seasons to include WinterFest, a holiday event operating during November and December. The decrease in attendance for the third quarter relates to the closure of Wildwater Kingdom after the 2016 operating season. The decrease in out-of-park revenues was attributable to prior period proceeds received during the third quarter of 2016 from a business interruption claim at Cedar Point and a decrease in out-of-park food revenue.months

ended September 23, 2018. The increase in net revenues iswas net of a ~~$0.9~~$2.5 million unfavorable impact of foreign currency exchange related to our Canadian park.

Operating costs and expenses for the three months ended September 29, 2019 increased 12.7%, or $41.7 million, to $369.2 million from $327.5 million for the three months ended September 23, 2018. The increase was the result of a $4.6 million increase in cost of goods sold, a $21.1 million increase in operating expenses and a $16.0 million increase in SG&A expense. The increase in operating costs and expenses was net of a $1.0 million favorable impact of foreign currency exchange related to our Canadian park. Depreciation and amortization expense for the three months ended September 29, 2019 decreased $6.0 million compared with the three months ended September 23, 2018.

The loss on impairment / retirement of fixed assets for the three months ended September 29, 2019 was $1.7 million compared with $3.2 million for the three months ended September 23, 2018. The decrease was attributable to the impairment of two specific assets in the third quarter of 2018.

After the items above, operating income for the three months ended September 29, 2019 increased $16.8 million to $275.3 million compared with $258.6 million for the three months ended September 23, 2018.

Interest expense for the three months ended September 29, 2019 increased $6.5 million due to interest incurred on the 2029 senior notes issued in late June 2019. The net effect of our swaps resulted in a charge to earnings of $3.9 million for the three months ended September 29, 2019 compared with a $1.2 million benefit to earnings for the three months ended September 23, 2018. The difference reflects the change in fair market value movements in our swap portfolio offset by the prior period amortization of amounts in OCI for our de-designated swaps. During the current period, we also recognized a $5.6 million net charge to earnings for foreign currency gains and losses compared with a $13.1 million net benefit to earnings for the three months ended September 23, 2018. Both amounts primarily represent 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.

During the three months ended September 29, 2019, a provision for taxes of $48.8 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a provision for taxes of $38.8 million for the three months ended September 23, 2018. The increase in provision for taxes was attributable to an increase in pretax income from our taxable subsidiaries.

After the items above, net income for the three months ended September 29, 2019 totaled $190.0 million, or $3.34 per diluted limited partner unit, compared with $213.3 million, or $3.76 per diluted limited partner unit, for the three months ended September 23, 2018.

As stated previously, the results for the three months ended September 29, 2019 included the results of the recently acquired Schlitterbahn parks and fewer operating days compared with the three months ended September 23, 2018. Comparing both 2019 and 2018 on a same-park/same-week basis, net revenues increased by $43.1 million, or 7%, to $673.0 million. The increase reflects the impact of a 732,000-visit increase in attendance to 12.5 million visits and a $0.21 increase in in-park per capita spending to $49.67 on a same-park/same-week 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. The increase in in-park per capita spending was attributable to higher guest spending in food and beverage and in extra-charge products offset by a decrease in admission spending due to a higher season pass attendance mix. Out-of-park revenues increased $6.0 million to $71.9 million on a same-park/same-week basis due to an increase in online transaction fees charged to customers, the acquisition of the Sawmill Creek Resort at Cedar Point described in Note 3 and increased accommodation revenues at our existing facilities. Amounts remitted to outside parties under concessionaire arrangements increased $1.7 million to $19.1 million on a same-park/same-week basis.

Operating costs and expenses ~~for the quarter~~on a comparable same-park/same-week basis increased ~~3.3%~~by $33.9 million, or 11%, ~~or $10.6 million,~~ to ~~$327.0 million from $316.4 million in the third quarter of 2016.~~$350.0 million. The increase iswas the result of a ~~$6.6~~$4.8 million increase in cost of goods sold, a $14.9 million increase in operating expenses and a $14.2 million increase in SG&A expense ~~a $3.4 million increase in operating expense, and a $0.6 million increase in cost of goods sold.~~for the comparable same-park/same-week periods. Cost of goods sold as a percentage of food, merchandise, and games net revenue was ~~comparable for both periods.~~comparable. Operating expenses grew by ~~$3.4~~$14.9 million primarily due to increased labor costs for seasonal ~~wages which were~~labor driven by ~~hourly~~planned rate increases and ~~to a lesser extent, increased~~full-time labor driven by both headcount and wage increases, as well as incremental operating ~~supply expense attributable to additional seasonal events and the timing of maintenance projects.~~costs associated with new immersive events. The ~~$6.6~~$14.2 million increase in SG&A expense was ~~primarily~~ attributable to ~~a reserve established for~~$6.3 million of acquisition-related costs, increased transaction fees related to higher sales volume, and an ~~employment practice claim, higher merchant fees, and increased technology related costs. The~~ increase in ~~operating costs and expenses is net of a $0.4 million unfavorable impact of foreign currency exchange related to our Canadian park.~~

full-time wages driven by accrued incentive compensation. Depreciation and amortization expense ~~for the quarter increased $5.4~~on a comparable same-park/same-week basis decreased $4.3 million to ~~$70.1~~$66.2 million ~~compared to $64.7 million for the same period in the prior year. The increase is attributable~~due to a change in the estimated useful ~~lives~~life of a long-lived asset at ~~Cedar Point~~Kings Island in the prior period.

After the same-park/same-week basis fluctuations described above, and ~~a series of other long-lived assets across the portfolio. For the third quarter of 2017,~~ the loss on impairment / retirement of fixed assets fluctuation, which was ~~$1.3 million, reflecting~~not materially impacted by the ~~retirements~~acquisition of ~~assets~~the Schlitterbahn parks or the fewer operating days in the ~~normal course of business at several of our properties. A $1.9 million gain on sale of investment was recognized during the quarter for the liquidation of a preferred equity investment.~~

~~After the items above,~~current period, operating income on a comparable same-week basis increased $15.2 million. The fluctuations in interest expense, net effect of swaps, foreign currency (gain) loss, and provision for taxes on a same-park/same-week basis were not materially impacted by the ~~third quarter~~acquisition of ~~2017~~the Schlitterbahn parks or the fewer operating days in the current period. After these items, net income on a comparable same-park/same-week basis decreased ~~$11.7~~$24.9 million ~~to $256.1 million compared with an operating income of $267.8~~from $194.7 million for the ~~third quarter of 2016.~~

~~Interest expense for the third quarter of 2017 was comparable~~three months ended September 30, 2018 to ~~the same period in the prior year. The net effect of our swaps resulted in a benefit to earnings of $1.0~~$169.7 million for the ~~third quarter~~three months ended September 29, 2019.

For the three months ended September 29, 2019, Adjusted EBITDA increased $17.1 million to $355.2 million from $338.1 million for the three months ended September 23, 2018. Adjusted EBITDA on a comparable same-park/same-week basis increased $16.6 million, or 5%, due to increased net revenues attributable to 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 cost of ~~2017 compared with a $1.7 million charge to earnings~~goods sold and transaction fees. Adjusted EBITDA was computed in the ~~third quarter of 2016. The difference reflects the change in fair market value movements in our de-designated swap portfolio offset by the amortization of amounts in OCI~~same manner for ~~these swaps. During the current quarter, we also recognized a $29.2 million net benefit to earnings for foreign currency gains and losses compared with a $7.3 million net charge to earnings~~both same-park/same-week periods ⁽³⁾.

(3)

Adjusted EBITDA for the three months ended September 29, 2019 excluding the Schlitterbahn parks' results (i.e. the same-park basis current period) was calculated as net income of $169.7 million plus interest expense of $28.0 million, interest income of $0.8 million, provision for taxes of $48.8 million, depreciation and amortization expense of $66.2 million, net effect of swaps charge of $3.9 million, non-cash foreign currency loss of $5.6 million, non-cash equity compensation expense of $2.9 million, loss on impairment / retirement of fixed assets of $1.7 million and acquisition-related costs of $6.3 million.

Adjusted EBITDA for the ~~third quarter in 2016. Both amounts primarily represent remeasurement~~three months ended September 30, 2018 (i.e. the same-week basis prior period) was calculated as net income of ~~the U.S.-dollar denominated debt held at our Canadian property from the applicable currency to the legal entity's functional currency.~~

~~During the third quarter~~$194.7 million plus interest expense of ~~2017, a~~$21.5 million, interest income of $0.6 million, provision for taxes of ~~$73.7~~$38.8 million, ~~was recorded to account for PTP taxes~~depreciation and ~~income taxes~~amortization expense of $70.6 million, net effect of swaps benefit of $1.2 million, non-cash foreign currency gain of $13.0 million, non-cash equity compensation expense of $1.9 million, and loss on ~~our corporate subsidiaries. This compares with a provision for taxes recorded in~~impairment / retirement of fixed assets of $3.3 million.

Ten Month Results

These preliminary results include results from the ~~third quarter of 2016 of $62.9 million. This increase in provision for taxes relates largely to an increase in pretax income from our corporate subsidiaries compared with the same period a year ago.~~

~~After the items above, net income~~Schlitterbahn parks which we acquired on July 1, 2019 (see Note 3). Net revenues for the ~~current quarter~~ten months ended November 3, 2019 were approximately $1.37 billion. Attendance totaled ~~$191.3~~25.8 million ~~or $3.38~~guests, in-park per ~~diluted limited partner unit, compared with a net income of $175.0 million, or $3.10 per diluted limited partner unit, for the third quarter a year ago.~~capita spending was $48.73, and out-of-park revenues totaled $155 million.

For the current quarter, our Adjusted EBITDA decreased to $333.6 million from $336.0 million for the fiscal third quarter of 2016. The approximate $2.4 million decrease in Adjusted EBITDA is attributable to decreased attendance and lower out-of-park revenue, as well as increased operating costs and expenses associated with labor, merchant fees, maintenance expense and other planned spending.

On a same-park basis (excluding ~~Wildwater Kingdom)~~results from the Schlitterbahn parks), net revenues ~~increased by $6.5 million to $652.7 million~~ for the ~~quarter~~ten months ended ~~September 24, 2017 from $646.2~~November 3, 2019 were approximately $1.33 billion, up $71 million, inor 6%, compared with the ~~same period in~~ten months ended November 4, 2018. The increase reflects the ~~prior year reflecting~~impact of a ~~103,000-visit~~4%, or 1 million- visit, increase in attendance, and a $0.39 increase in in-park per capita spending on a same-park basis. Operating costs and expenses (including depreciation and amortization, loss on impairment of fixed assets and gain on sale of investment) on a same-park basis increased $17.3 million resulting in a $10.8 million decrease in same-park operating income.

~~October 2017~~

Based on preliminary results, net revenues through October 29, 2017 were approximately $1.24 billion, up 1%, or $6 million, compared with the same period last year. The increase in net revenues was the result of a 1%, or $0.57, increase in in-park ~~guest~~ per capita spending ~~to $47.40 offset by~~and a ~~45,000-visit, decrease in attendance to 24.1 million visits. During this same period, out-of-park revenues decreased 2%~~7%, or $3$10 million, ~~to $133 million compared with 2016.~~

~~On a same-park basis (excluding Wildwater Kingdom), net~~increase in out-of-park revenues ~~were up approximately 1%, or $12 million,~~ compared with the same period last year. The increase in net revenues on a same-park basis was the result of a 1%, or 192,000-visit, increase in attendance and a 1%, or $0.33, increase in in-park guest per capita spending. The fluctuation in out-of-park revenues was comparable on a same-park basis.prior period.

Liquidity and Capital Resources:

~~With respect to both liquidity and cash flow, we ended the third quarter of 2017 in sound condition.~~ The working capital ratio (current assets divided by current liabilities) was 1.2 as of ~~1.2 at~~ September ~~24, 2017 is the result~~29, 2019 and 1.1 as of ~~normal seasonal activity. Receivables, inventories and payables are at normal seasonal levels.~~September 23, 2018.

Operating Activities

During the nine-month period ended September ~~24, 2017,~~29, 2019, net cash from operating activities was ~~$322.6~~$389.1 million, ~~a decrease~~an increase of ~~$18.1~~$54.7 million ~~from~~compared with the same period a year ~~ago, primarily~~ago. The increase was largely attributable to higher earnings in the current period and the additional week in the current period due to ~~lower earnings.~~the timing of the fiscal third quarter close.

Investing Activities

Net cash ~~used~~ for investing activities for the first nine months of ~~2017~~2019 was ~~$149.2~~$566.2 million, an increase of ~~$22.3~~$420.5 million compared with the same period in the prior year. ~~This~~The increase ~~reflects planned higher capital expenditures in~~was attributable to the ~~period.~~cash used to acquire the Schlitterbahn parks and Sawmill Creek Resort which totaled $270.2 million (see Note 3), and the purchase of the land at California's Great America from the City of Santa Clara for $150.3 million (see Note 12).

Financing Activities

Net cash ~~for~~from financing activities for the first nine months of ~~2017~~2019 was ~~$52.1~~$327.4 million, ~~a decrease~~an increase of ~~$95.7~~$490.6 million compared with net cash for financing activities during the same period in the prior year. ~~This decrease reflects incremental debt borrowings~~The increase was primarily due to the ~~increase in our~~net cash proceeds from the 2029 senior ~~secured~~notes issuance (see Note 7).

~~term loan facility under the 2017 Credit Agreement, offset by other impacts of the April 2017 refinancing including payment of debt issuance costs and early termination penalties.~~

As of September ~~24, 2017,~~29, 2019, our outstanding debt, before reduction for debt issuance costs and original issue discount, consisted of the following:

$733 million of senior secured term debt, maturing in April 2024 under our Amended 2017 Credit Agreement. The term debt bears interest at the London InterBank Offering Rate ("LIBOR") plus 175 basis points (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"). The term loan is payable $7.5 million annually. We have $7.5 million of current maturities as of September 29, 2019.

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

$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued at par. Prior to April 15, 2020, up to 35% of the notes may be redeemed with net cash proceeds of certain equity offerings at a price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 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 notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The notes pay interest semi-annually in April and October.

$~~450~~500 million of ~~5.375%~~5.250% senior unsecured notes, maturing in ~~June 2024,~~July 2029, issued at par. Prior to July 15, 2022, up to 35% of the 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 notes may be redeemed, in whole or in part, at any time prior to ~~June 1, 2019~~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 notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The notes pay interest semi-annually in ~~June~~January and ~~December.~~July.

~~$735 million of senior secured term debt, maturing in~~ ~~April 2024~~ ~~under our 2017 Credit Agreement. The term debt bears interest at London InterBank Offering Rate ("LIBOR") plus~~ ~~225~~ ~~basis points (bps). The term loan amortizes~~ ~~$7.5 million~~ ~~annually. We paid $15.0 million of amortization during the third quarter of 2017. Therefore, we have no current maturities as of September 24, 2017.~~

No borrowings under the $275 million senior secured revolving credit facility under our Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bear interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. The Amended 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. After letters of credit, which totaled ~~$15.9~~$15.4 million atas of September ~~24, 2017,~~29, 2019, we had ~~$259.1~~$259.6 million of available borrowings under the revolving credit facility and cash on hand of ~~$249.9~~$258.1 million.

As of September ~~24, 2017,~~29, 2019, we have ~~four~~eight interest rate swap agreements that ~~effectively~~ convert $500 million of variable-rate debt to a fixed rate. ~~These swaps, which~~Four of these agreements fix that variable-rate debt at 4.39% and mature on December 31, 2020. The other four fix the same notional amount of variable-rate debt at 4.63% for the period December 31, 2020 ~~and fix LIBOR at a weighted average~~through December 31, 2023. None of our interest rate ~~of 2.64%,~~swap agreements were ~~not~~ designated as cash flow ~~hedges.~~hedges in the periods presented. As of September ~~24, 2017,~~29, 2019, the fair market value of our ~~derivative~~derivatives was a liability ~~was $14.8~~of $27.8 million ~~and was~~ recorded in "Derivative ~~Liability."~~Liability" within the unaudited condensed consolidated balance sheet.

The Amended 2017 Credit Agreement includes a Consolidated Leverage Ratio, which if breached for any reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x ~~consolidated total debt-to-consolidated~~Consolidated Total Debt-to-Consolidated EBITDA. As of September ~~24, 2017,~~29, 2019, we were in compliance with this financial condition covenant and all other financial covenants under the Amended 2017 Credit Agreement.

Our long-term debt agreements include Restricted Payment provisions. Pursuant to the terms of the indenture governing our ~~June 2014~~2024 senior notes, which includes the most restrictive of these Restricted Payments provisions, we can make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and ~~our ability to~~we can make additional Restricted Payments ~~is permitted should~~if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio beis less than or equal to 5.00x.

In accordance with the Amended 2017 Credit Agreement debt provisions, on August ~~2, 2017,~~7, 2019, we announced the declaration of a distribution of ~~$0.855~~$0.925 per limited partner unit, which was paid on September ~~15, 2017.~~17, 2019. Also, on November ~~2, 2017,~~6, 2019, we announced the declaration of a distribution of ~~$0.89~~$0.935 per limited partner unit, which will be payable on December ~~15, 2017.~~17, 2019.

Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.

Off Balance Sheet Arrangements:

We had ~~$15.9~~$15.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of September ~~24, 2017~~29, 2019. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements

Some of the statements contained in this report (including the ~~“Management’s~~"Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations" section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations. 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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

~~For derivative instruments that~~None of our interest rate swap agreements are designated ~~and qualify~~ as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings.hedging instruments. Changes in fair value of derivative instruments that do not qualify ~~as effective hedging activities~~for hedge accounting or were de-designated are reported as ~~“Net~~"Net effect of ~~swaps”~~swaps" in the unaudited condensed consolidated statements of ~~operations.~~operations and comprehensive income. Additionally, the ~~“Other~~"Other comprehensive income (loss)”" related to interest rate swaps that ~~become ineffective~~have been de-designated is amortized ~~over~~through the ~~remaining life~~original maturity of the interest rate swap and reported as a component of ~~“Net~~"Net effect of ~~swaps”~~swaps" in the unaudited condensed consolidated statements of ~~operations.~~operations and comprehensive income.

As of September ~~24, 2017,~~29, 2019, on an adjusted basis after giving ~~affect~~effect to the impact of interest rate swap agreements ~~$1,450.0~~and before reduction for debt issuance costs and original issue discount, $1,950 million of our outstanding long-term debt represented fixed-rate debt and ~~$235.0~~$233 million represented variable-rate debt. Assuming an average balance on our revolving credit borrowings of approximately ~~$7.2~~$34.7 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately ~~$7.4~~$7.6 million in annual cash interest costs.

Assuming a hypothetical 100 bps increase in 30-day LIBOR, the amount of net cash interest paid on our derivative portfolio would decrease by $5.0 million over the next twelve months.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$3.3~~$3.0 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of 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 September ~~24, 2017~~29, 2019, management, with the participation of the 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 September ~~24, 2017~~29, 2019.

(b)Changes in Internal Control Over Financial Reporting -

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended September ~~24, 2017~~29, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

~~ITEM 1. LEGAL PROCEEDINGS~~

~~Freddie Ramos vs. Cedar Fair, L.P., Cedar Fair Management Company~~

The Partnership and Cedar Fair Management, Inc. are defendants in a lawsuit filed in Superior Court of the State of California for Orange County on November 23, 2016 by Freddie Ramos seeking damages and injunctive relief for claims related to certain employment and pay practices at our parks in California, including those related to certain check-out, time reporting, discharge, meal and rest period, and pay statement practices. The Partnership filed an answer on January 13, 2017 denying the allegations in the complaint and requesting a dismissal of all claims. On January 17, 2017, the Partnership filed a Notice of Removal of the case from the state court to the United State District Court for the Central District of California. The class has not been certified. On August 29, 2017, the Partnership participated in a mediation relating to the claims alleged in the lawsuit. Following this mediation, the Partnership negotiated a $4.2 million settlement with the named Plaintiff on a class wide basis. As part of the settlement the case will be remanded back to the Superior Court of the State of California for Orange County for a preliminary hearing and final court approval of the proposed settlement. The Partnership and the named Plaintiff are required to file a brief in support of the settlement with the court. The hearing to approve the final settlement is not expected to occur until at least the first quarter of 2018. Based upon the information available, the Partnership believes the liability recorded as of September 24, 2017 is adequate and does not expect the terms of the negotiated settlement or final briefing to materially affect its financial results in future periods.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in ~~the Partnership's~~our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities:

The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended September ~~24, 2017:~~29, 2019:

Period

(a)

Total Number of Units Purchased ⁽¹⁾

(b)

Average Price Paid per Unit

(c)

Total Number of Units Purchased as Part of Publicly Announced Plans or Programs

(d)

Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
June 26 - July 30 1,928
$ 70.80
—
$ —
July 31 - August 27 —
—
—
—
August 28 - September 24 —
—
—
—
Total 1,928
$ 70.80
—
$ —



	(a)	(b)		(c)	(d)
Period	Total Number of Units Purchased ⁽¹⁾	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31	—	—		—	$	—
August 1 - August 31	1,960	$	54.93	—	—
September 1 - September 29	—	—		—	—
Total	1,960	$	54.93	—	$	—


(1)	All repurchased units were reacquired by the Partnership in satisfaction of tax obligations related to the vesting of restricted units which were granted under the Partnership's Omnibus Incentive Plan.

ITEM 6. EXHIBITS



Exhibit ~~(10.1)~~(31.1)		Employment Agreement, dated October 4, 2017, by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation, and Richard A. Zimmerman. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed October 5, 2017.

~~Exhibit (10.2)~~		Employment Agreement, dated October 4, 2017, by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation, and Matthew A. Ouimet. Incorporated herein by reference to Exhibit 10.2 to the Registrants Form 8-K filed October 5, 2017.

~~Exhibit (10.3)~~		~~2016 Omnibus Incentive Plan (Fall 2017 Version) Form of Restricted Unit Award Declaration.~~

~~Exhibit (10.4)~~		~~2016 Omnibus Incentive Plan (Fall 2017 Version) Form of Performance Award Declaration.~~

~~Exhibit (31.1)~~		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit (31.2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit (32)		Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit (101)		The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended September ~~24, 2017~~29, 2019 formatted in ~~Extensible Business Reporting Language (XBRL):~~Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statement of Equity, and (v) related ~~notes.~~notes, tagged as blocks of text and including detailed tags.

Exhibit (104)		The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 29, 2019, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

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



		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	November ~~2, 2017~~6, 2019	/s/ ~~Matthew~~Richard A. ~~Ouimet~~Zimmerman
		~~Matthew~~Richard A. ~~Ouimet~~Zimmerman
		President and Chief Executive Officer

Date:	November ~~2, 2017~~6, 2019	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

3949




Part I - Financial Information

Item 1.	Financial Statements	3

~~Item 2.~~ Index for Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	35

~~Item 4.~~	~~Controls and Procedures~~	36

~~Part II - Other Information~~

~~Item 1.~~	~~Legal Proceedings~~	37

~~Item 1A.~~	~~Risk Factors~~	37

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	38

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47

Item 6.	~~Exhibits~~4.	38Controls and Procedures	47

~~Signatures~~Part II - Other Information

Item 1A.	39Risk Factors	48

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 6.	Exhibits	48

Signatures		49



	9/24/2017			12/31/2016			9/25/2016
ASSETS
Current Assets:
Cash and cash equivalents	$	249,946		$	122,716		$	187,302
Receivables	52,303			35,414			51,536
Inventories	34,240			26,276			31,059
Other current assets	18,624			11,270			13,809
	355,113			195,676			283,706
Property and Equipment:
Land	272,213			265,961			267,175
Land improvements	416,629			402,013			394,141
Buildings	707,964			663,982			675,440
Rides and equipment	1,740,826			1,643,770			1,653,274
Construction in progress	57,605			58,299			34,918
	3,195,237			3,034,025			3,024,948
Less accumulated depreciation	(1,614,727		)	(1,494,805		)	(1,498,908		)
	1,580,510			1,539,220			1,526,040
Goodwill	185,010			179,660			215,460
Other Intangibles, net	38,532			37,837			36,430
Other Assets	17,407			20,788			21,473
	$	2,176,572		$	1,973,181		$	2,083,109
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	2,775		$	1,200
Accounts payable	33,710			20,851			32,891
Deferred revenue	86,732			82,765			65,748
Accrued interest	23,928			9,986			10,939
Accrued taxes	78,657			58,958			69,916
Accrued salaries, wages and benefits	30,666			30,358			42,744
Self-insurance reserves	27,549			27,063			26,820
Other accrued liabilities	20,562			9,927			12,348
	301,804			242,683			262,606
Deferred Tax Liability	112,671			104,885			137,712
Derivative Liability	14,849			17,721			30,185
Other Liabilities	12,340			13,162			12,488
Long-Term Debt:
Term debt	723,385			594,228			595,253
Notes	936,241			939,983			939,418
	1,659,626			1,534,211			1,534,671
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290
General partner	—			—			1
Limited partners, 56,238, 56,201 and 56,091 units outstanding at September 24, 2017, December 31, 2016 and September 25, 2016, respectively	74,155			52,288			100,956
Accumulated other comprehensive income (loss)	(4,163		)	2,941			(800		)
	75,282			60,519			105,447
	$	2,176,572		$	1,973,181		$	2,083,109



Note 1	Significant Accounting and Reporting Policies	8
Note 2	Interim Reporting	8
Note 3	Acquisitions	9
Note 4	Revenue Recognition	9
Note 5	Long-Lived Assets	10
Note 6	Goodwill and Other Intangible Assets	11
Note 7	Long-Term Debt	12
Note 8	Derivative Financial Instruments	13
Note 9	Fair Value Measurements	14
Note 10	Earnings per Unit	15
Note 11	Income and Partnership Taxes	15
Note 12	Lease Commitments and Contingencies	15
Note 13	Changes in Accumulated Other Comprehensive Income by Component	17
Note 14	Consolidating Financial Information of Guarantors and Issuers of 2024 Senior Notes	18
Note 15	Consolidating Financial Information of Guarantors and Issuers of 2027 and 2029 Senior Notes	28



(In thousands)	September 24, 2017			December 31, 2016			September 25, 2016

Term debt ⁽¹⁾
April 2017 U.S. term loan averaging 3.38% (due 2017-2024)	$	735,000		$	—		$	—
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)	—			602,850			602,850
Notes
April 2017 U.S. fixed rate notes at 5.375% (due 2027)	500,000			—			—
June 2014 U.S. fixed rate notes at 5.375% (due 2024)	450,000			450,000			450,000
March 2013 U.S. fixed rate notes at 5.25% (due 2021)	—			500,000			500,000
	1,685,000			1,552,850			1,552,850
Less current portion	—			(2,775		)	(1,200		)
	1,685,000			1,550,075			1,551,650
Less debt issuance costs	(25,374		)	(15,864		)	(16,979		)
	$	1,659,626		$	1,534,211		$	1,534,671



(In thousands)	Amount of Gain (Loss) recognized in OCI on Derivatives (Effective Portion)				Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)					Amount and Location of Gain (Loss) Recognized in Income on Derivatives
Designated Derivatives	Three months ended 9/24/2017		Three months ended 9/25/2016		Designated Derivatives	Three months ended 9/24/2017		Three months ended 9/25/2016		Derivatives Not Designated	Three months ended 9/24/2017		Three months ended 9/25/2016
Interest rate swaps	$	—	$	—	Interest Expense	$	—	$	—	Net effect of swaps	$	3,318	$	715



Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)	Gains and Losses on Cash Flow Hedges			Foreign Currency Translation			Total
Balance at June 25, 2017	$	(11,963	)	$	16,949		$	4,986

Other comprehensive income before reclassifications	—			(11,143		)	(11,143		)

Amounts reclassified from accumulated other comprehensive income, net of tax ($371) ⁽²⁾	1,994			—			1,994

Net other comprehensive income	1,994			(11,143		)	(9,149		)

Balance at September 24, 2017	$	(9,969	)	$	5,806		$	(4,163	)



Reclassifications Out of Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income						Affected Line Item in the Statement Where Net Income is Presented
(In thousands)	Three months ended 9/24/2017			Three months ended 9/25/2016
Interest rate contracts	$	2,365		$	2,365		Net effect of swaps
Provision for taxes	(371		)	(371		)	Provision for taxes
Losses on cash flow hedges	$	1,994		$	1,994		Net of tax



Period	(a) Total Number of Units Purchased ⁽¹⁾	(b) Average Price Paid per Unit		(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
June 26 - July 30	1,928	$	70.80	—	$	—
July 31 - August 27	—	—		—	—
August 28 - September 24	—	—		—	—
Total	1,928	$	70.80	—	$	—