Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 24, 2017March 31, 2024
OR
or
☐
oTRANSITION 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)
Delaware34-1560655
DELAWARE34-1560655
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)
One Cedar Point Drive, Sandusky, Ohio 44870-5259
(Address of principal executive offices) (Zip Code)
(419) 626-0830
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Depositary Units (Representing Limited Partner Interests)FUNNew York Stock Exchange
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.  xYes  x☐ 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).  xYes  x☐ 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 filerxAccelerated filero☐
Non-accelerated filer
o (Do not check if a smaller reporting company)
☐		Smaller reporting companyo☐
Emerging growth companyo☐
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  ox 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 ClassUnits Outstanding as of October 27, 2017May 3, 2024
Depositary Units Representing
(Representing Limited Partner Interests
Interests)		56,237,98851,252,360

Page 1 of 3925 pages




Table of Contents
CEDAR FAIR, L.P.
INDEX
FORM 10 - Q10-Q CONTENTS
 
3
7
2815
3522
3622
3723
Risk Factors2.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
3823
Exhibits5.
3823
24
3925



Table of Contents
PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 9/24/2017 12/31/2016 9/25/2016 March 31, 2024December 31, 2023March 26, 2023
ASSETS      
Current Assets:      
Current Assets:
Current Assets:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents $249,946
 $122,716
 $187,302
Receivables 52,303
 35,414
 51,536
Inventories 34,240
 26,276
 31,059
Prepaid insurance
Other current assets 18,624
 11,270
 13,809
 355,113
 195,676
 283,706
Other current assets
Other current assets
190,187
Property and Equipment:      
Land
Land
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
4,049,203
Less accumulated depreciation (1,614,727) (1,494,805) (1,498,908)
 1,580,510
 1,539,220
 1,526,040
1,683,576
Goodwill 185,010
 179,660
 215,460
Other Intangibles, net 38,532
 37,837
 36,430
Right-of-Use Asset
Other Assets 17,407
 20,788
 21,473
$
LIABILITIES AND PARTNERS’ DEFICIT
Current Liabilities:
Current Liabilities:
Current Liabilities:
 $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
Accounts payable
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
424,266
Deferred Tax Liability
 301,804
 242,683
 262,606
Deferred Tax Liability 112,671
 104,885
 137,712
Derivative Liability 14,849
 17,721
 30,185
Lease Liability
Lease Liability
Lease Liability
Other Liabilities
Other Liabilities
Other Liabilities 12,340
 13,162
 12,488
Long-Term Debt:      
Term debt 723,385
 594,228
 595,253
Revolving credit loans
Revolving credit loans
Revolving credit loans
Notes 936,241
 939,983
 939,418
 1,659,626
 1,534,211
 1,534,671
Partners’ Equity:      
Notes
Notes
2,435,941
Commitments and Contingencies (Note 1)
Commitments and Contingencies (Note 1)
Partners’ Deficit
Special L.P. interests
Special L.P. interests
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
Limited partners, 51,252, 51,013 and 51,502 units outstanding as of March 31, 2024, December 31, 2023 and March 26, 2023, respectively
Accumulated other comprehensive income
(730,919)
$
    
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOMELOSS
(In thousands, except per unit amounts)
 Three months ended Nine months ended
 9/24/2017 9/25/2016 9/24/2017 9/25/2016
Net revenues:       
Admissions$361,279
 $361,949
 $598,723
 $604,947
Food, merchandise and games205,137
 202,341
 356,512
 354,032
Accommodations, extra-charge products and other86,273
 85,993
 138,570
 137,776

652,689
 650,283
 1,093,805
 1,096,755
Costs and expenses:
      
Cost of food, merchandise, and games revenues52,647
 52,057
 92,376
 92,860
Operating expenses202,710
 199,292
 447,379
 441,421
Selling, general and administrative71,663
 65,099
 151,142
 142,082
Depreciation and amortization70,060
 64,685
 126,237
 118,175
Loss on impairment / retirement of fixed assets, net1,347
 1,355
 3,057
 5,382
Gain on sale of investment(1,877) —
 (1,877) —

396,550
 382,488
 818,314
 799,920
Operating income256,139
 267,795
 275,491
 296,835
Interest expense21,638
 20,957
 62,472
 61,869
Net effect of swaps(952) 1,650
 3,717
 8,902
Loss on early debt extinguishment—
 —
 23,115
 —
(Gain) loss on foreign currency(29,193) 7,341
 (35,047) (23,675)
Other income(416) (58) (464) (84)
Income before taxes265,062
 237,905
 221,698
 249,823
Provision for taxes73,747
 62,918
 63,769
 65,339
Net income191,315
 174,987
 157,929
 184,484
Net income allocated to general partner1
 2
 1
 2
Net income allocated to limited partners$191,314
 $174,985
 $157,928
 $184,482
        
Net income$191,315
 $174,987
 $157,929
 $184,484
Other comprehensive income (loss), (net of tax):       
Foreign currency translation adjustment(11,143) 1,397
 (13,085) (5,447)
Unrealized gain on cash flow hedging derivatives1,994
 1,994
 5,981
 1,356
Other comprehensive income (loss), (net of tax)(9,149) 3,391
 (7,104) (4,091)
Total comprehensive income$182,166
 $178,378
 $150,825
 $180,393
Basic income per limited partner unit:       
Weighted average limited partner units outstanding56,078
 55,948
 56,062
 55,922
Net income per limited partner unit$3.41
 $3.13
 $2.82
 $3.30
Diluted income per limited partner unit:       
Weighted average limited partner units outstanding56,591
 56,365
 56,631
 56,392
Net income per limited partner unit$3.38
 $3.10
 $2.79
 $3.27
 Three months ended
 March 31, 2024March 26, 2023
Net revenues:
Admissions$45,441 $39,529 
Food, merchandise and games38,858 32,064 
Accommodations, extra-charge products and other17,316 12,961 
101,615 84,554 
Costs and expenses:
Cost of food, merchandise, and games revenues11,611 10,381 
Operating expenses141,938 133,340 
Selling, general and administrative61,424 46,465 
Depreciation and amortization10,312 13,681 
Loss on impairment / retirement of fixed assets, net2,614 3,636 
227,899 207,503 
Operating loss(126,284)(122,949)
Interest expense34,696 32,129 
Loss on foreign currency5,240 3,999 
Other income(337)(441)
Loss before taxes(165,883)(158,636)
Benefit for taxes(32,416)(24,090)
Net loss(133,467)(134,546)
Net loss allocated to general partner(1)(1)
Net loss allocated to limited partners$(133,466)$(134,545)
Net loss$(133,467)$(134,546)
Other comprehensive income, (net of tax):
Foreign currency translation312 1,123 
Other comprehensive income, (net of tax)312 1,123 
Total comprehensive loss$(133,155)$(133,423)
Basic loss per limited partner unit:
Weighted average limited partner units outstanding50,667 51,645 
Net loss per limited partner unit$(2.63)$(2.61)
Diluted loss per limited partner unit:
Weighted average limited partner units outstanding50,667 51,645 
Net loss per limited partner unit$(2.63)$(2.61)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITYDEFICIT
(In thousands)thousands, except per unit amounts)
 Nine months ended
 9/24/2017 9/25/2016
Limited Partnership Units Outstanding   
Beginning balance56,201
 56,018
Limited partnership unit options exercised9
 29
Limited partnership unit forfeitures(3) —
Issuance of limited partnership units as compensation31
 44
 56,238
 56,091
Limited Partners’ Equity   
Beginning balance$52,288
 $48,428
Net income157,928
 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 compensation11,015
 8,985
 74,155
 100,956
General Partner’s Equity   
Beginning balance—
 —
Net income1
 2
Partnership distribution declared(1) (1)
 —
 1
Special L.P. Interests5,290
 5,290
    
Accumulated Other Comprehensive Income   
Foreign currency translation adjustment:   
Beginning balance18,891
 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 endedLimited Partnership Units OutstandingLimited Partners’ DeficitGeneral Partner’s DeficitSpecial L.P. InterestsAccumulated Other Comprehensive IncomeTotal Partners’
Deficit
Balance as of December 31, 202252,563 $(612,497)$(4)$5,290 $15,609 $(591,602)
Net loss— (134,545)(1)— — (134,546)
Repurchase of limited partnership units(1,246)(54,646)(3)— — (54,649)
Partnership distribution declared ($0.300 per unit)— (15,568)— — — (15,568)
Limited partnership units related to equity-based compensation185 2,255 — — — 2,255 
Tax effect of units involved in treasury unit transactions— (253)— — — (253)
Foreign currency translation adjustment, net of tax $656— — — — 1,123 1,123 
Balance as of March 26, 202351,502 $(815,254)$(8)$5,290 $16,732 $(793,240)
Balance as of December 31, 202351,013 $(602,947)$(6)$5,290 $14,701 $(582,962)
Net loss— (133,466)(1)— — (133,467)
Partnership distribution declared ($0.300 per unit)— (15,313)— — — (15,313)
Limited partnership units related to equity-based compensation239 631 — — — 631 
Tax effect of units involved in treasury unit transactions— (120)— — — (120)
Foreign currency translation adjustment, net of tax $832— — — — 312 312 
Balance as of March 31, 202451,252 $(751,215)$(7)$5,290 $15,013 $(730,919)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.



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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Nine months ended
 9/24/2017 9/25/2016
CASH FLOWS FROM OPERATING ACTIVITIES   
Net income$157,929
 $184,484
Adjustments to reconcile net income to net cash from operating activities:   
Depreciation and amortization126,237
 118,175
Loss on early debt extinguishment23,115
 —
Non-cash foreign currency gain on debt(39,296) (23,891)
Other non-cash expenses26,942
 36,004
Net change in working capital27,625
 31,267
Net change in other assets/liabilities66
 (5,337)
Net cash from operating activities322,618
 340,702
CASH FLOWS FOR INVESTING ACTIVITIES   
Capital expenditures(152,373) (126,864)
Proceeds from sale of investment3,281
 —
Purchase of identifiable intangible assets(66) —
Net cash for investing activities(149,158) (126,864)
CASH FLOWS FOR FINANCING ACTIVITIES   
Term debt borrowings750,000
 —
Note borrowings500,000
 —
Term debt payments(617,850) (6,000)
Note payments, including amounts paid for early termination(515,458) —
Distributions paid to partners(144,517) (139,042)
Payment of debt issuance costs(19,684) —
Tax effect of units involved in treasury unit transactions(2,560) (1,903)
Payments related to tax withholding for equity compensation(2,053) (920)
Net cash for financing activities(52,122) (147,865)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS5,892
 1,772
CASH AND CASH EQUIVALENTS   
Net increase for the period127,230
 67,745
Balance, beginning of period122,716
 119,557
Balance, end of period$249,946
 $187,302
SUPPLEMENTAL INFORMATION   
Net cash payments for interest expense$48,729
 $61,558
Interest capitalized1,770
 1,699
Cash payments for income taxes, net of refunds44,090
 33,141
Capital expenditures in accounts payable5,582
 3,179
Three months ended
 March 31, 2024March 26, 2023
CASH FLOWS FOR OPERATING ACTIVITIES
Net loss$(133,467)$(134,546)
Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization10,312 13,681 
Non-cash foreign currency loss on USD notes5,227 3,756 
Non-cash equity based compensation expense5,284 5,053 
Non-cash deferred income tax benefit(5,559)(6,047)
Other non-cash expenses3,106 4,287 
Changes in assets and liabilities:
(Increase) decrease in receivables17,866 16,465 
(Increase) decrease in inventories(11,874)(11,550)
(Increase) decrease in other assets(16,949)(10,421)
Increase (decrease) in accounts payable9,218 9,703 
Increase (decrease) in deferred revenue41,982 35,661 
Increase (decrease) in accrued interest19,010 17,259 
Increase (decrease) in accrued taxes(30,325)(24,169)
Increase (decrease) in accrued salaries, wages and benefits(23,703)(29,344)
Increase (decrease) in other liabilities(738)3,069 
Net cash for operating activities(110,610)(107,143)
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures(57,086)(54,697)
Net cash for investing activities(57,086)(54,697)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on revolving credit loans158,000 170,000 
Repurchase of limited partnership units— (54,851)
Distributions paid to partners(15,313)(15,568)
Payment of debt issuance costs— (2,353)
Payments related to tax withholding for equity compensation(4,653)(2,798)
Other(120)(253)
Net cash from financing activities137,914 94,177 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(578)36 
CASH AND CASH EQUIVALENTS
Net decrease for the period(30,360)(67,627)
Balance, beginning of period65,488 101,189 
Balance, end of period$35,128 $33,562 
SUPPLEMENTAL INFORMATION
Cash payments for interest$14,476 $14,154 
Interest capitalized1,281 1,747 
Net cash payments for income taxes2,587 5,351 
Capital expenditures in accounts payable19,511 16,274 
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8
8
9
10
10
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CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 24, 2017 AND SEPTEMBER 25, 2016


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'sour 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) Description of the Business and Significant Accounting and Reporting Policies:
The Partnership’sOur 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, 2016,2023, which were included in the Form 10-K filed on February 24, 2017.16, 2024. 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" or the "SEC"). 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,Merger Agreement with Six Flags
On November 2, 2023, we announced that we entered into a definitive merger agreement to combine with Six Flags Entertainment Corporation (“Six Flags”) (NYSE: SIX). Subject to the FASBterms and conditions set forth in the merger agreement, each issued Accounting Standards Update No. 2016-09, Improvementsand outstanding unit of limited partnership interest in Cedar Fair will be converted into the right to Employee Share-Based Payment Accounting ("ASU 2016-09")receive one (1) share of common stock of the new combined entity (subject to certain exceptions and as the same may be adjusted). Following the close of the transaction, the holders of units of Cedar Fair limited partnership interest will own approximately 51.2% of the outstanding shares of the combined company and the holders of Six Flags common stock will own approximately 48.8% of the outstanding shares of the combined company. The amendments in ASU 2016-09 are meantmerger is expected 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 Partnership adopted this guidanceclose in the first quarterhalf of 2017. The impact2024, following regulatory approvals and satisfaction of other customary closing conditions. On March 12, 2024, Six Flags' stockholders voted to approve the adoption of the guidance included: (1) prospective recognition of excess tax benefits and tax deficiencies as income tax expense (as opposedmerger agreement. During the three months ended March 31, 2024, we incurred costs related to the previous recognition in additional paid-in-capital), approximately $0.7proposed merger totaling $10.1 million, which included $6.4 million of excess tax benefitsthird-party legal and consulting costs related to the transaction and $3.7 million of third-party integration consulting costs. These costs were recognized in provision for taxes for the nine months ended September 24, 2017; (2) prospective exclusion of future excess tax benefitsrecorded within "Selling, general and deficienciesadministrative" 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 theconsolidated statement of cash flows (as opposedoperations and comprehensive loss.

Contingencies
We are a party to a number of lawsuits in the previous classification as a financing activity), approximately $0.7 millionnormal course of excess tax benefits were classified as an operating activity forbusiness. In the nine months ended September 24, 2017; (4) the formal accounting policy electionopinion of management, none of these matters, beyond what has been disclosed in this Form 10-Q, are expected to recognize forfeitures as they occur (as opposed to estimating a forfeiture accrual), which did not have a material impacteffect in the aggregate on the Partnership'sunaudited condensed consolidated 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.statements.

New Accounting Pronouncements
In May 2014,November 2023, the FASBFinancial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2014-09"2023-07"). The ASU provides for a single, principles-based model for revenue recognition that replaces2023-07 requires the existing revenue recognition guidance.disclosure of incremental segment information on an annual and interim basis, including the disclosure of significant segment expense categories. ASU 2014-092023-07 is effective for annualfiscal years beginning after December 15, 2023 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 early2024. Early adoption is permitted only as of an annual reporting period beginning after December 15, 2016, including interim reportingpermitted. The amendments should be applied retrospectively to all prior 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"). 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 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 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 earliest period presented in the financial statements. The Partnership expects to adopt this standard in the first quarter of 2019. While the Partnership is stillWe are in the process of evaluating the effect this standard will have on the consolidated financial statements and relatedstatement disclosures.

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


In January 2017,December 2023, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2017-04"2023-09"). ASU 2017-04 eliminates step two from2023-09 requires additional income tax disclosures, including amendments to the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.rate reconciliation and income taxes paid disclosure. ASU 2017-042023-09 is effective for annual and any interim impairment tests for periodsfiscal years beginning after December 15, 20192024. Early adoption is permitted. The amendments should be applied on a prospective basis. Early adoptionbasis, but retrospective application is permitted for annual and any interim impairment tests occurring after January 1, 2017. The Partnership has adoptedpermitted. We are in the process of evaluating the effect this standard for its 2017 annual impairment test which is currently in process. The Partnership does not anticipate the adoption of the standard towill have a material effect on the consolidated financial statements.statement disclosures.


(2) Interim Reporting:
The Partnership owns and operates elevenWe are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, two separately gated outdoor water parks one indoor water park and five hotels. The Partnership'scomplementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm, which is open daily on a year-round basis. Our seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which theyDay. Outside of daily operations, our seasonal parks are open during select weekends, including at most properties in Septemberthe fourth quarter for Halloween 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 and after this period.winter events. As a result, a substantial portion of the Partnership’sour revenues from these seasonal parks are generated during an approximate 130- to 140-day operating seasonfrom Memorial Day through Labor Day with the major portion concentrated in the third quarter during the peak vacation months of July and August. In 2017, four

8
Table 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 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.Contents

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership haswe 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 productproduct; and are adjustedthe 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 associated with each product; (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. For those operating costs that are expensed over each park's operating season, we recognize expense over each park's planned operating days.



(3) Revenue Recognition:
As disclosed within the unaudited condensed consolidated statements of operations and comprehensive loss, 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 for the periods presented.
Three months ended
(In thousands)March 31, 2024March 26, 2023
In-park revenues$81,646 $68,303 
Out-of-park revenues23,265 19,225 
Concessionaire remittance(3,296)(2,974)
Net revenues$101,615 $84,554 
Due to our highly seasonal operations, a substantial portion of our revenues are generated from Memorial Day through Labor Day. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season associated with that product. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns.

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

Of the $183.7 million of current deferred revenue recorded as of January 1, 2024, 89% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced resort reservations, advanced ticket sales, prepaid games cards, marina deposits and other deferred revenue. Approximately $14 million of the current deferred revenue balance as of January 1, 2024 was recognized during the three months ended March 31, 2024. As of March 31, 2024 and March 26, 2023, we had recorded $7.5 million and $9.5 million of non-current deferred revenue, respectively. The non-current deferred revenue balances in both periods primarily represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2027, or through the sale-leaseback period for the land under California's Great America.

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 includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from three monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are highest in the peak summer months and lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of March 31, 2024, December 31, 2023 and March 26, 2023, we recorded a $9.2 million, $6.3 million and $7.9 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends. 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.

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(4) Long-Lived Assets:
Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant declinedecrease in expected future cash flows;the market price of a sustained,long-lived asset; a significant declineadverse change in equity price and market capitalization;the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; unanticipated competition;an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and slower growth rates.a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Partnership'sunaudited condensed consolidated financial statements.

The long-lived operating asset We concluded no indicators of impairment test involves a two-step process. Theexisted during the first step is a comparisonthree months 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 exists2024 and the second step must be performed to measure the amountfirst three months of impairment loss. The amount2023. We based our conclusions on our financial performance projections, as well as an updated analysis of impairment is determined by comparing the fair value of the asset group to its carrying value in a manner consistent with the highestmacroeconomic 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 marketindustry-specific 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 ceased operations of one of its 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 670 acres of land owned by the Partnership. This land had an associated carrying value of $17.1 million. 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 within "Other Assets" in the unaudited condensed consolidated balance sheet ($16.5 million as of September 24, 2017).

(4)(5) 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, there wereWe concluded no indicators of impairment. The Partnership's annual testing date isimpairment existed during the first daythree months of 2024 and the fourth quarter. There were no impairments for any period presented.first three months of 2023. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.


A summary of changesChanges in the Partnership’s carrying value of goodwill for the ninethree months ended September 24, 2017March 31, 2024 and September 25, 2016 is as follows:March 26, 2023 were:
(In thousands)Goodwill
Balance as of December 31, 2023$264,625 
Foreign currency translation(1,443)
Balance as of March 31, 2024$263,182 
Balance as of December 31, 2022$263,206 
Foreign currency translation(933)
Balance as of March 26, 2023$262,273 
(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,March 31, 2024, December 31, 2016,2023, and September 25, 2016, the Partnership’sMarch 26, 2023, other intangible assets consisted of the following:
(In thousands)Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Value
March 31, 2024
Other intangible assets:
Trade names (1)$48,613 $(193)$48,420 
License / franchise agreements1,320 (944)376 
Total other intangible assets$49,933 $(1,137)$48,796 
December 31, 2023
Other intangible assets:
Trade names (1)$48,934 $(190)$48,744 
License / franchise agreements1,249 (931)318 
Total other intangible assets$50,183 $(1,121)$49,062 
March 26, 2023
Other intangible assets:
Trade names (1)$48,411 $(86)$48,325 
License / franchise agreements1,243 (861)382 
Total other intangible assets$49,654 $(947)$48,707 
(1)    Trade name amortization represents amortization of the California's Great America trade name. The gross carrying amount of the California's Great America trade name totals $0.7 million. Our other trade names are indefinite-lived.

10
(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
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Amortization expense of other intangible assets is expected to continue to be immaterial going forward.

(5)(6) Long-Term Debt:
Long-term debt as of September 24, 2017,March 31, 2024, December 31, 2016,2023, and September 25, 2016March 26, 2023 consisted of the following:
(In thousands)March 31, 2024December 31, 2023March 26, 2023
Revolving credit facility 9.1% YTD 2024; 8.4% YTD 2023$158,000 $— $170,000 
Notes
2025 U.S. fixed rate senior secured notes at 5.500%1,000,000 1,000,000 1,000,000 
2027 U.S. fixed rate senior unsecured notes at 5.375%500,000 500,000 500,000 
2028 U.S. fixed rate senior unsecured notes at 6.500%300,000 300,000 300,000 
2029 U.S. fixed rate senior unsecured notes at 5.250%500,000 500,000 500,000 
2,458,000 2,300,000 2,470,000 
Less current portion— — — 
2,458,000 2,300,000 2,470,000 
Less debt issuance costs and original issue discount(22,059)(24,549)(31,725)
$2,435,941 $2,275,451 $2,438,275 
(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

(1)The average interest rate is calculated over the life of the instrument and does not reflect the effect of interest rate swap agreements (see Note 6).
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 Partnershipwe amended and restated its 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. The $1,025 million amended and restatedour credit agreement (the "2017 Credit Agreement") includeswhich included a $750 millionsenior secured revolving credit facility and a senior secured term loan facility and a $275 millionfacility. During 2022, we fully repaid the term loan facility.

As of March 31, 2024, our total senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of April 15, 2024 and an interest rate of London InterBank Offered Rate ("LIBOR") plus 225 basis points (bps). The term loan amortizes at $7.5 million annually. The facilities providedcapacity under the 2017 Credit Agreement, are collateralized by substantially all of the assets of the Partnership.

Terms of the 2017 Credit Agreement include a revolving credit facility of a combined $275as amended, was $300 million with a Canadian sub-limit of $15 million. Borrowings under theThe senior secured revolving credit facility bearbore interest at LIBOR or Canadian Dollar OfferedSecured Overnight Financing Rate ("CDOR"SOFR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022350 basis points ("bps") with a SOFR adjustment of 10 bps per annum and also provides for the issuancea floor of documentary and standby letters of credit. The 2017 Credit Agreement requireszero, required the payment of a 37.562.5 bps commitment fee per annum on the unused portion of the revolving credit facilities.facility, in each case without any step-downs, and was collateralized by substantially all of the assets of the Partnership. The senior secured revolving credit facility would have matured on February 10, 2028, provided that the maturity date would have been (x) January 30, 2025 if at least $200 million of the 2025 senior notes remained outstanding as of that date, or (y) January 14, 2027 if at least $200 million of the 2027 senior notes remained outstanding as of that date. Prior to an amendment entered into on February 10, 2023, borrowings under the senior secured revolving credit facility bore interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps and matured in December 2023. There was $158.0 million of outstanding borrowings under the revolving credit facility as of March 31, 2024. The 2017 Credit Agreement, as amended, also provided for the issuance of documentary and standby letters of credit. After letters of credit of $19.9 million, we had $122.1 million of availability under our revolving credit facility as of March 31, 2024.


In May 2024, we entered into a new credit agreement (the "2024 Credit Agreement") that includes a new senior secured term loan facility and revolving credit facility. The revolving credit facility under the 2024 Credit Agreement replaced the revolving credit facility under the 2017 Credit Agreement. See the Subsequent Events footnote at Note 11 for additional information.

Notes
In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we issued $1.0 billion of 5.500% senior secured notes due 2025 ("2025 senior notes") in a private placement. The 2025 senior notes and the related guarantees were secured by first-priority liens on the issuers' and the guarantors' assets that secured all the obligations under the 2017 Credit Agreement, as amended. Interest was payable under the 2025 senior notes semi-annually in May and November, with the principal due in full on May 1, 2025. The 2025 senior notes were redeemed in full in May 2024 with proceeds from the new senior secured term loan facility under the 2024 Credit Agreement. See the Subsequent Events footnote at Note 11 for additional information.

In April 2017, we issued $500 million of 5.375% senior unsecured notes pay interestdue 2027 ("2027 senior notes"). Interest is payable under the 2027 senior notes 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 theThe 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2019, we issued $500 million of 5.250% senior unsecured notes due 2029 ("2029 senior notes"). Interest is payable under the 2029 senior notes semi-annually in January and July, 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.due in full on July 15, 2029. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to AprilJuly 15, 20222024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.



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In June 2014,October 2020, in response to the Partnershipcontinuing effects of the COVID-19 pandemic, we issued $450$300 million of 5.375%6.500% senior unsecured notes due 2028 ("June 20142028 senior notes"), maturing in 2024. The Partnership's June 2014. Interest is payable under the 2028 senior notes pay interest semi-annually in JuneApril and December,October with the principal due in full on JuneOctober 1, 2024.2028. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed together plus a "make-whole" premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the2028 senior 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 our outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

Covenants
The 2017 Credit Agreement, includesas amended, included a Consolidated Leverage Ratio,senior secured leverage ratio of 3.75x Total First Lien Senior Secured Debt-to-Consolidated EBITDA (as defined in the 2017 Credit Agreement). This financial covenant was only required to be tested at the end of any fiscal quarter in 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 EBITDA. As of September 24, 2017, the Partnership wasrevolving credit facility borrowings were outstanding. We were in compliance with thisthe applicable financial condition covenant and all other covenants under our credit agreement during the 2017 Credit Agreement.three months ended March 31, 2024.


The Partnership's long-term debtOur credit agreement and fixed rate note agreements include Restricted Payment provisions.restricted payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the Partnership's June 20142027 senior notes, which includes the most restrictive of these Restricted Paymentsrestricted payments provisions under the Partnershipterms of our outstanding notes, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio (as defined in the indenture governing the 2027 senior notes) is greater than 5.25x, we can still make Restricted Paymentsrestricted payments of $60$100 million annually so long as no default or event of default has occurred and is continuing; and the Partnership's ability to make additional Restricted Payments is permitted should the Partnership'scontinuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio beis less than or equal to 5.00x.5.25x, we can make restricted payments up to our restricted payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was less than 5.25x as of March 31, 2024.


As market conditions warrant,On November 9, 2023, we entered into supplemental indentures related to the Partnership may2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents 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) Derivative Financial Instruments:
Derivative financial instruments are used within the Partnership’s 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 exposed to counterparty credit risk, in particular the failureholders of the counterpartynotes. The Amendments enable us to performselect November 2, 2023, the date the merger agreement with Six Flags was entered into, as the testing date for purposes of calculating, with respect to the proposed merger and related transactions, any and all ratio tests under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believes poses minimal credit risk. The Partnership does not use derivative financial instruments for trading purposes.

In the first quarter of 2016, the Partnership amendedthose notes, each of its four interest rate swap agreements to extend each ofwhich was satisfied when tested on November 2, 2023. To become operative, the maturities by two years to December 31, 2020 and effectively convert $500 million of variable-rate debt toAmendments require a rate of 2.64%. As a result of the amendments, the previously existing interest rate swap agreements were de-designated, and the amounts recorded in AOCI are being amortized into earnings through the original December 31, 2018 maturity. The amended 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 the unaudited condensed consolidated balance sheets as of September 24, 2017, December 31, 2016, and September 25, 2016 as follows:
(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 recognizedpayment upon or 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" in 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 recognized when the forecasted cash flow occurs. As a resultconsummation of the first quarter 2016 amendments,proposed merger.

See the previously existing interest rate swap agreements were de-designated,Subsequent Events footnote at Note 11 for information regarding our financial covenants and restricted payment provisions under the amounts previously recorded2024 Credit Agreement, which was entered into in AOCI are being amortized into earnings through the original December 31, 2018 maturity. As of September 24, 2017, approximately $11.8 million of losses remain in AOCI related to the effective cash flow hedge contracts prior to de-designation, $9.5 million of which will be reclassified to earnings within the next twelve months.May 2024.



The following table summarizes the effect of derivative instruments 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 in AOCI. The 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 for the nine 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 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) 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 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,March 31, 2024, December 31, 2016,2023, and September 25, 2016March 26, 2023 on a recurring basis as well as the fair values of other financial instruments:instruments, including their locations within the unaudited condensed consolidated balance sheets:
(In thousands)Balance Sheet LocationFair Value Hierarchy LevelMarch 31, 2024December 31, 2023March 26, 2023
Carrying ValueFair 
Value		Carrying ValueFair 
Value		Carrying ValueFair 
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investmentsOther current assetsLevel 1$293 $293 $319 $319 $366 $366 
Other financial assets (liabilities):
2025 senior notes
Long-Term Debt (1)
Level 2$(1,000,000)$(997,500)$(1,000,000)$(996,250)$(1,000,000)$(987,500)
2027 senior notes
Long-Term Debt (1)
Level 1$(500,000)$(491,250)$(500,000)$(490,000)$(500,000)$(476,875)
2028 senior notes
Long-Term Debt (1)
Level 1$(300,000)$(300,000)$(300,000)$(298,125)$(300,000)$(290,250)
2029 senior notes
Long-Term Debt (1)
Level 1$(500,000)$(472,500)$(500,000)$(472,500)$(500,000)$(456,250)
(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 investmentsOther current assetsLevel 1 $688
$688
 —
—
 —
—
Interest rate swap agreements not designated as cash flow hedgesDerivative LiabilityLevel 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)(1)Carrying values of long-term debt balances are before reductions for debt issuance costs of $25.4 million, $15.9 million, and $17.0 million as of September 24, 2017, December 31, 2016, and September 25, 2016, respectively.

Fair values of the interest rate swap agreementslong-term debt balances are determined using significant inputs, including the LIBOR forward curves, which are considered Level 2 observable market inputs.before reductions for debt issuance costs and original issue discount of $22.1 million, $24.5 million and $31.7 million as of March 31, 2024, December 31, 2023 and March 26, 2023, respectively.


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,March 31, 2024, December 31, 2016,2023 or September 25, 2016.March 26, 2023.


12
Table of Contents
(8) EarningsLoss per Unit:
Net incomeloss per limited partner unit iswas calculated based on the following unit amounts:
 Three months ended
(In thousands, except per unit amounts)March 31, 2024March 26, 2023
Basic weighted average units outstanding50,667 51,645 
Diluted weighted average units outstanding50,667 51,645 
Net loss per unit - basic$(2.63)$(2.61)
Net loss per unit - diluted$(2.63)$(2.61)
 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 outstanding56,078
 55,948
 56,062
 55,922
Effect of dilutive units:       
Deferred units44
 33
 41
 30
Performance units—
 —
 48
 43
Restricted units284
 253
 292
 266
Unit options185
 131
 188
 131
Diluted weighted average units outstanding56,591
 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
There were approximately 0.9 million and 0.6 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the three month periods ended March 31, 2024 and March 26, 2023, respectively, as their effect would have been anti-dilutive due to the net loss in the periods.


(9) 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 forincludes 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 representrepresents future tax consequences of events that have beenare recognized differentlyin different periods in the financial statements than for tax purposes.

The incometotal 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 additionstatutory federal income tax rate primarily due to state, local and foreign income taxes, on its corporate subsidiaries, the Partnership isand 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 unrecognizedUnrecognized tax benefits, including accrued interest and/orand penalties, related to statewere 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 as income tax expense.

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

The Canadian government has issued draft Pillar Two legislation, which it intends to enact in 2024, that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax (as defined in the income tax provision.Global Minimum Tax Act). The Partnership does not anticipate that the balanceCanadian legislation is expected to be effective for our fiscal year beginning January 1, 2024. We have performed an assessment of the unrecognized tax benefit will change significantly overpotential exposure to Pillar Two income taxes. This assessment is based on the next 12 months.

(10) Contingencies:
The Partnership is a party to a numbermost recent information available regarding the financial performance of lawsuits arisingthe constituent entities in the normal course of business. InPartnership. We considered the opinion of management, none of these matters are expected to have a material effectapplicable tax law changes on Pillar Two implementation in the aggregate on the Partnership's financial statements.

(11) Changes in Accumulated Other Comprehensive Income by Component:
The following tables reflect the changes in accumulated other comprehensive income relatedrelevant countries, and there is no material impact to limited partners' equityour tax provision for the three months ended September 24,March 31, 2024. We will continue to evaluate the impact of these tax law changes on future reporting periods.

(10) Partners' Equity:
On August 3, 2022, we announced that our Board of Directors approved a unit repurchase program authorizing the Partnership to repurchase units for an aggregate amount of not more than $250 million. There were 1.2 million limited partnership units repurchased under the August 2022 repurchase program during the three months ended March 26, 2023 at an average price of $43.84 per limited partner unit for an aggregate amount of $54.6 million. There was no remaining availability under the August 2022 repurchase program following our repurchase of units under that program during April 2023. Accordingly, there were no limited partnership units repurchased under the August 2022 repurchase program during the three months ended March 31, 2024.

On May 4, 2023, we announced that our Board of Directors authorized the Partnership to repurchase additional units for an aggregate amount of not more than $250 million. There were no units repurchased under the May 2023 repurchase program during the three months ended March 31, 2024. There was $238.0 million of remaining availability under the May 2023 repurchase program as of March 31, 2024.

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

13
Table of Contents
(11) Subsequent Events:
On May 1, 2024, we entered into the 2024 Credit Agreement, which includes a $1.0 billion senior secured term loan facility and a $300 million revolving credit facility. The revolving credit facility replaced the existing revolving credit facility under the 2017 Credit Agreement, as amended. The facilities provided under the 2024 Credit Agreement are collateralized by substantially all of the assets of the Partnership and September 25, 2016:its wholly owned domestic subsidiaries, subject to customary exceptions set forth in the 2024 Credit Agreement.

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 reflectsenior secured term loan facility amortizes at 25 bps quarterly, or $10.0 million per year; matures on May 1, 2031; and bears interest at Term SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum.

The revolving credit facility bears interest at Term SOFR or Term Canadian Overnight Repo Rate Average plus a margin of 200 bps per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum; matures on February 10, 2028, subject to a springing maturity date on the changesdate that is 91 days prior to the final maturity of certain indebtedness in accumulated other comprehensive income relatedan aggregate outstanding principal amount greater than $200 million on such date; requires a commitment fee of 50 bps per annum on the unused portion of the revolving credit facility, which is subject to limited partners' equitydecrease to 37.5 bps upon achievement of a 3.0x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement); and provides for the nine months ended September 24, 2017issuance of documentary and September 25, 2016:standby letters of credit.


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) Consolidating Financial Information of Guarantors and Issuers:
Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") areWith respect to the co-issuersrevolving credit facility only, the 2024 Credit Agreement includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant tested as of the Partnership'slast day of each quarter (beginning with the quarter ending June 2014 notes (see Note 5)30, 2024) except for the quarter in which the consummation of the proposed merger occurs. The maximum Net First Lien Leverage Ratio will be 3.75x prior to the consummation of the proposed merger, with step-ups in respect of quarters ending thereafter.

The 2024 Credit Agreement includes restricted payment provisions, which could limit our ability to pay partnership distributions. If our pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 2.50x, prior to the consummation of the merger, we can make unlimited restricted payments so long as no default or event of default has occurred and is continuing. If our pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, we can make restricted payments up to our Cumulative Credit (as defined in the 2024 Credit Agreement). The notes have been fullyIrrespective of any leverage calculations, we can make restricted payments not to exceed the greater of 7.0% of our Market Capitalization (as defined in the 2024 Credit Agreement) and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary$100 million annually prior to the consummation of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the Partnership'smerger.

On May 2, 2024, the net proceeds from the senior secured credit facilities. There are no non-guarantor subsidiaries.

term loan facility and cash on hand were used to redeem all of our 2025 senior notes. The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum,redemption price was $1.0 billion in aggregate principal amount, plus accrued interest to 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, December 31, 2016, and September 25, 2016 and for the three-month and nine-month periods ended September 24, 2017 and September 25, 2016. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying unaudited condensed consolidating financial statements.


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 24, 2017
(In thousands)redemption date.
14
  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.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2016
(In thousands)
Table of Contents
  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
(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 $—
 $—
 $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
(In thousands)
  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
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 7,735
 44,912
 —
 52,647
Operating expenses —
 118,614
 19,627
 334,008
 (269,539) 202,710
Selling, general and administrative 327
 21,752
 4,539
 45,045
 —
 71,663
Depreciation and amortization —
 9
 7,856
 62,195
 —
 70,060
Loss on impairment / retirement of fixed assets, net —
 —
 87
 1,260
 —
 1,347
Gain on sale of investment —
 (1,877) —
 —
 —
 (1,877)
  327
 138,498
 39,844
 487,420
 (269,539) 396,550
Operating income 69,672
 30,931
 46,119
 109,417
 —
 256,139
Interest expense, net 4,857
 4,305
 6,152
 5,973
 —
 21,287
Net effect of swaps (578) (374) —
 —
 —
 (952)
Gain on foreign currency —
 (27) (29,166) —
 —
 (29,193)
Other (income) expense 62
 (26,676) 1,163
 25,386
 —
 (65)
Income from investment in affiliates (132,699) (98,522) (16,843) (58,378) 306,442
 —
Income before taxes 198,030
 152,225
 84,813
 136,436
 (306,442) 265,062
Provision for taxes 6,715
 19,526
 26,432
 21,074
 —
 73,747
Net income $191,315
 $132,699
 $58,381
 $115,362
 $(306,442) $191,315
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment (11,143) —
 (11,143) —
 11,143
 (11,143)
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)
Total comprehensive income $182,166
 $133,304
 $47,238
 $115,362
 $(295,904) $182,166



CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 25, 2016
(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.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 24, 2017
(In thousands)
  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
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 10,569
 81,807
 —
 92,376
Operating expenses —
 248,047
 37,701
 556,777
 (395,146) 447,379
Selling, general and administrative 2,254
 51,358
 8,592
 88,938
 —
 151,142
Depreciation and amortization —
 26
 12,869
 113,342
 —
 126,237
Loss on impairment / retirement of fixed assets, net —
 —
 542
 2,515
 —
 3,057
Gain on sale of investment —
 (1,877) —
 —
 —
 (1,877)
  2,254
 297,554
 70,273
 843,379
 (395,146) 818,314
Operating income (loss) 90,418
 (34,815) 43,868
 176,020
 —
 275,491
Interest expense, net 18,285
 13,893
 18,317
 11,578
 —
 62,073
Net effect of swaps 2,162
 1,555
 —
 —
 —
 3,717
Loss on early debt extinguishment 11,773
 8,188
 198
 2,956
 —
 23,115
Gain on foreign currency —
 (27) (35,020) —
 —
 (35,047)
Other (income) expense 187
 (56,623) 2,640
 53,731
 —
 (65)
Income from investment in affiliates (108,835) (109,414) (24,389) (58,648) 301,286
 —
Income before taxes 166,846
 107,613
 82,122
 166,403
 (301,286) 221,698
Provision (benefit) for taxes 8,917
 (1,223) 23,473
 32,602
 —
 63,769
Net income $157,929
 $108,836
 $58,649
 $133,801
 $(301,286) $157,929
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment (13,085) —
 (13,085) —
 13,085
 (13,085)
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)
Total comprehensive income $150,825
 $110,652
 $45,564
 $133,801
 $(290,017) $150,825



CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 25, 2016
(In thousands)
  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
(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 $61,966
 $(3,954) $40,125
 $227,588
 $(3,107) $322,618
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Intercompany receivables (payments) receipts —
 —
 —
 (248,190) 248,190
 —
Proceeds from returns on investments 338,000
 15,500
 —
 146,500
 (500,000) —
Proceeds from sale of investment —
 3,281
 —
 —
 —
 3,281
Purchase of identifiable intangible assets —
 —
 —
 (66) —
 (66)
Capital expenditures —
 (25) (5,679) (146,669) —
 (152,373)
Net cash from (for) investing activities 338,000
 18,756
 (5,679) (248,425) (251,810) (149,158)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany payables (payments) receipts 50,003
 198,187
 —
 —
 (248,190) —
Payments for returns of capital —
 —
 —
 (500,000) 500,000
 —
Term debt borrowings —
 131,000
 —
 619,000
 —
 750,000
Note borrowings —
 —
 —
 500,000
 —
 500,000
Term debt payments —
 (126,619) (13,854) (477,377) —
 (617,850)
Note payments, including amounts paid for early termination (304,014) (211,444) —
 —
 —
 (515,458)
Distributions paid to partners (145,955) —
 —
 —
 1,438
 (144,517)
Payment of debt issuance costs —
 (1,313) —
 (18,371) —
 (19,684)
Tax effect of units involved in treasury unit transactions —
 (2,560) —
 —
 —
 (2,560)
Payments related to tax withholding for equity compensation —
 (2,053) —
 —
 —
 (2,053)
Net cash from (for) financing activities (399,966) (14,802) (13,854) 123,252
 253,248
 (52,122)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
 —
 5,892
 —
 —
 5,892
CASH AND CASH EQUIVALENTS            
Net increase for the period —
 —
 26,484
 102,415
 (1,669) 127,230
Balance, beginning of period —
 —
 65,563
 58,178
 (1,025) 122,716
Balance, end of period $—
 $—
 $92,047
 $160,593
 $(2,694) $249,946

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 25, 2016
(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


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

The following discussion and analysis is intended to facilitate an understanding of our business and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q. This discussion should also be read in conjunction with our consolidated financial statements and related notes thereto, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Annual Report on Form 10-K for the year ended December 31, 2023.

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, maintenance, operating supplies, utilities,maintenance and insurance,advertising, are relatively fixed for a typical 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 per capita statistics, discrete Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, RegionalSenior Vice Presidents and the park general managers.managers of the parks. We operate within a single reportable segment of amusement/water parks with accompanying resort facilities.


Merger Agreement with Six Flags:
On November 2, 2023, we announced that we entered into a definitive merger agreement to combine with Six Flags. Subject to the terms and conditions set forth in the merger agreement, each issued and outstanding unit of limited partnership interest in Cedar Fair will be converted into the right to receive one (1) share of common stock of the new combined entity (subject to certain exceptions and as the same may be adjusted). Following the close of the transaction, the holders of units of Cedar Fair limited partnership interest will own approximately 51.2% of the outstanding shares of the combined company and the holders of Six Flags common stock will own approximately 48.8% of the outstanding shares of the combined company. The merger is expected to close in the first half of 2024, following receipt of regulatory approvals and satisfaction of other customary closing conditions. On March 12, 2024, Six Flags' stockholders voted to approve the adoption of the merger agreement.

Critical Accounting Policies:
Management’s discussionDiscussion and analysisAnalysis of financial conditionFinancial Condition and resultsResults of operationsOperations 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 unaudited condensed consolidated financial statements:
•Impairment of Long-Lived Assets
•Goodwill and Other Intangible Assets
•Self-Insurance Reserves
•Derivative Financial Instruments
•Revenue Recognition
•Income Taxes

In the thirdfirst quarter of 2017,2024, there were no 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, 2016.2023.


Results of Operations:
The following operational measures are key performance metrics in our managerial and operational reporting. They are used as major factors in significant operational decisions as they are primary drivers of our financial and operational performance, measuring demand, pricing and consumer behavior. In-park revenues, in-park per capita spending and out-of-park revenues are non-GAAP measures.
Attendance is defined as the number of guest visits to our amusement parks and separately gated outdoor water parks.
In-park per capita spending is calculated as revenues generated within our amusement parks and separately gated outdoor water parks along with related parking revenues (in-park revenues), divided by total attendance.
Out-of-park revenues are defined as revenues from resorts, out-of-park food and retail locations, online transaction fees charged to customers, sponsorships and all other out-of-park operations.
15
Table of Contents
Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements; see Note 3 for a reconciliation of in-park revenues and out-of-park revenues to net revenues.

Three months ended March 31, 2024 vs. Three months ended March 26, 2023
First quarter operating results represent approximately 5% of our full-year net revenues and attendance. First quarter results include normal off-season operating, maintenance and administrative expenses at our seasonal amusement and water parks, daily operations at Knott's Berry Farm which is open year-round, limited operating days at a few of our seasonal amusement parks, and some out-of-park attractions, including limited hotel operations. The current three-month period included 117 operating days compared with 161 operating days for the three-month period ended March 26, 2023. The 44 operating day decrease was primarily attributable to fewer operating days at Carowinds, Kings Dominion and California's Great America. These parks were open additional days in January and February in the prior period that were not planned in the current period. This decrease in days was somewhat offset by an additional calendar week in the current period due to a fiscal calendar shift. As a result of the fiscal calendar shift, the current quarter included 13 weeks of results while the prior quarter included 12 weeks of results.

The following table presents key financial information for the three months ended March 31, 2024 and March 26, 2023:
 Three months endedIncrease (Decrease)
March 31, 2024March 26, 2023$%
 (Amounts in thousands, except per capita and operating days)
Net revenues$101,615 $84,554 $17,061 20.2 %
Operating costs and expenses214,973 190,186 24,787 13.0 %
Depreciation and amortization10,312 13,681 (3,369)(24.6)%
Loss on impairment / retirement of fixed assets, net2,614 3,636 (1,022)N/M
Operating loss$(126,284)$(122,949)$(3,335)(2.7)%
Other Data:
Attendance1,349 1,059 290 27.4 %
In-park per capita spending$60.53 $64.47 $(3.94)(6.1)%
Out-of-park revenues$23,265 $19,225 $4,040 21.0 %
Operating days117 161 (44)(27.3)%

N/M        Not meaningful due to the nature of the expense line-item.
For the three months ended March 31, 2024, net revenues increased $17.1 million, or 20.2%, compared with the three months ended March 26, 2023. The increase in net revenues reflected the impact of a 0.3 million-visit, or 27.4%, increase in attendance and a 21.0%, or $4.0 million, increase in out-of-park revenues, partially offset by the impact of a 6.1% decrease in in-park per capita spending to $60.53. The increase in attendance was primarily driven by higher season pass sales and improved weather at Knott's Berry Farm, and the inclusion of an additional calendar week in the current period. These factors were partially offset by the impact of fewer planned operating days during January and February. The decrease in in-park per capita spending was primarily attributable to a planned decrease in average season pass pricing and a higher mix of season pass visitation at Knott's Berry Farm, partially offset by improved in-park per capita spending at the other parks with limited first quarter operations. The increase in out-of-park revenues was largely attributable to the additional calendar week in the current period, as well as increased revenues from the Knott's Hotel following a recent renovation. The increase in net revenues was not materially impacted by foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the three months ended March 31, 2024 increased $24.8 million, or 13.0%, compared with the three months ended March 26, 2023. The increase in operating costs and expenses was the result of a $15.0 million increase in selling, general and administrative ("SG&A") expenses, an $8.6 million increase in operating expenses and a $1.2 million increase in cost of goods sold. The increase in SG&A expenses was primarily attributable to $10.1 million of costs associated with the proposed merger with Six Flags, as well as the impact of the additional calendar week in the current period and higher information technology costs. The increase in operating expenses was due to the additional calendar week in the current period somewhat offset by a reduction in full-time wages and related benefits. Cost of goods sold as a percentage of food, merchandise and games revenue decreased approximately 2.5% driven by planned reductions in food and beverage costs. The increase in operating costs and expenses was not materially impacted by foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the three months ended March 31, 2024 decreased $3.4 million compared with the three months ended March 26, 2023 due to fewer planned operating days in the current period. The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.

After the items above, the operating loss for the three months ended March 31, 2024 totaled $126.3 million compared with $122.9 million for the three months ended March 26, 2023.
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Interest expense for the three months ended March 31, 2024 increased $2.6 million as a result of the additional calendar week in the current period. During the current period, we also recognized a $5.2 million net charge to earnings for foreign currency gains and losses compared with a $4.0 million net charge to earnings in the prior period. Both amounts primarily represented the remeasurement of U.S. dollar denominated notes to the Canadian entity's functional currency.

During the three months ended March 31, 2024, a benefit for taxes of $32.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with $24.1 million for the three months ended March 26, 2023. The increase in benefit for taxes was primarily attributable to a higher estimated annual effective tax rate resulting from the effect of proposed merger related costs on partnership pre-tax income.

After the items above, net loss for the three months ended March 31, 2024 totaled $133.5 million, or $2.63 per diluted limited partner unit, compared with a net loss of $134.5 million, or $2.61 per diluted limited partner unit, for the three months ended March 26, 2023.

As stated above, the results for the three months ended March 31, 2024 included an additional calendar week as compared with the three months ended March 26, 2023. On a same-week basis, or comparing the three months ended March 31, 2024 with the three months ended April 2, 2023, net revenues would have increased $2.9 million, or 3%, and attendance would have increased 0.1 million visits, or 10%. In-park per capita spending would have decreased $5.39, or 8%, and out-of-park revenues would have increased $2 million, or 8%. Operating costs and expenses, including costs related to the proposed merger, on a same-week basis would have increased $10.3 million, or 5%, as a result of a $12.6 million increase in SG&A expenses offset by a $2.0 million decrease in operating expenses and a $0.3 million decrease in cost of goods sold. The fluctuations in depreciation and amortization, loss on impairment / retirement of fixed assets, interest expense, foreign currency loss, and benefit for taxes on a same-week basis were not materially impacted by the additional calendar week in the current period. After these items, net loss on a same-week basis would have decreased $3.8 million, or 3%. For purposes of reconciling in-park revenues and out-of-park revenues to net revenues, concessionaire remittance on a same-week basis totaled $3.6 million for the three months ended April 2, 2023.

Adjusted EBITDA:EBITDA
We believe that Adjusted EBITDA (earningsrepresents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2017 Credit Agreementour current and the 2013 Credit Agreement)prior credit agreements. Adjusted EBITDA is not a meaningful measure as it is widely used by analysts, investors and comparable companies in our industry to evaluate ourmeasurement of operating performance oncomputed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a consistent basis, as well as more easily compare our resultssubstitute for operating income, net income or cash flows from operating activities computed in accordance with those of other companies in our industry. Further, managementGAAP. 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 providedwidely used by analysts, investors and comparable companies in the discussionour industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of results of operations that followsother companies in our industry. This measure is provided 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 incomeloss for the three- and nine-monththree-month periods ended September 24, 2017March 31, 2024 and September 25, 2016.March 26, 2023.
 Three months ended
(In thousands)March 31, 2024March 26, 2023
Net loss$(133,467)$(134,546)
Interest expense34,696 32,129 
Interest income(360)(514)
Benefit for taxes(32,416)(24,090)
Depreciation and amortization10,312 13,681 
EBITDA(121,235)(113,340)
Non-cash foreign currency loss5,239 3,703 
Non-cash equity compensation expense5,284 5,053 
Loss on impairment / retirement of fixed assets, net2,614 3,636 
Costs related to proposed merger (1)
10,147 — 
Other (2)
771 (116)
Adjusted EBITDA$(97,180)$(101,064)
(1)    Consists of $6.4 million of third-party legal and consulting transaction costs and $3.7 million of third-party integration consulting costs related to the proposed merger with Six Flags. See Note 1 for additional information. These costs are added back to net loss to calculate Adjusted EBITDA as defined in our current and prior credit agreements and were
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 Three months ended Nine months ended
(In thousands)9/24/2017 9/25/2016 9/24/2017 9/25/2016
Net income$191,315
 $174,987
 $157,929
 $184,484
Interest expense21,638
 20,957
 62,472
 61,869
Interest income(351) (58) (399) (84)
Provision for taxes73,747
 62,918
 63,769
 65,339
Depreciation and amortization70,060
 64,685
 126,237
 118,175
EBITDA356,409
 323,489
 410,008
 429,783
Loss on early debt extinguishment—
 —
 23,115
 —
Net effect of swaps(952) 1,650
 3,717
 8,902
Non-cash foreign currency (gain) loss(29,156) 7,360
 (34,985) (23,535)
Non-cash equity compensation expense3,126
 2,160
 9,728
 6,909
Loss on impairment / retirement of fixed assets, net1,347
 1,355
 3,057
 5,382
Gain on sale of investment(1,877) —
 (1,877) —
Employment practice litigation costs4,696
 —
 4,696
 —
Other (1)
49
 1
 397
 341
Adjusted EBITDA$333,642
 $336,015
 $417,856
 $427,782

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

Results of Operations:
We believe the following are significant measuresrecorded within "Selling, general and administrative" in the structureunaudited condensed consolidated statement of operations and comprehensive loss.
(2)    Consists of certain costs as defined in our managementcurrent and operational reporting,prior credit agreements. These costs are added back to net loss to calculate Adjusted EBITDA and they are used as major factors in key operational decisions:have included certain legal expenses, severance and related benefits and contract termination costs. This balance also includes unrealized gains and losses on short-term investments.
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, divided by total attendance.
Out-of-park revenues are defined as revenues from resort, marina, sponsorship and all other out-of-park operations.
Both in-park per capita spending and out-of-park revenues exclude amounts remitted for concessionaire arrangements.
Nine months ended September 24, 2017

The fiscal nine-month period ended September 24, 2017 included a total of 1,722 operating days compared with 1,825 operating days for the fiscal nine-month period ended September 25, 2016. On a same-park basis (excluding Wildwater Kingdom, one of the Partnership's separately gated outdoor water parks which was closed after the 2016 operating season), the fiscal nine-month period ended September 25, 2016 included a total of 1,742 operating days. The following table presents key financial information for the nine months ended September 24, 2017 and September 25, 2016:
  Nine months ended Nine months ended Increase (Decrease)
  9/24/2017 9/25/2016 $ %
  (Amounts in thousands, except for per capita spending)
Net revenues $1,093,805
 $1,096,755
 $(2,950) (0.3)%
Operating costs and expenses 690,897
 676,363
 14,534
 2.1 %
Depreciation and amortization 126,237
 118,175
 8,062
 6.8 %
Loss on impairment / retirement of fixed assets, net 3,057
 5,382
 (2,325) N/M
Gain on sale of investment (1,877) —
 (1,877) N/M
Operating income $275,491
 $296,835
 $(21,344) (7.2)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA (1)
 $417,856
 $427,782
 $(9,926) (2.3)%
Adjusted EBITDA margin (2)
 38.2% 39.0% —
 (0.8)%
Attendance 21,293
 21,472
 (179) (0.8)%
In-park per capita spending $47.24
 $46.82
 $0.42
 0.9 %
Out-of-park revenues $120,165
 $121,859
 $(1,694) (1.4)%

(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.
(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 ninethree months ended September 24, 2017, net revenuesMarch 31, 2024, the Adjusted EBITDA loss decreased by $3.0 million, to $1,093.8 million, from $1,096.8 million for the first nine months of 2016. This reflects a 179,000-visit decrease in attendance which was partially offset by the impact of a $0.42 increase in in-park per capita spending. Out-of-park revenues decreased $1.7$3.9 million compared with the same period inthree months ended March 26, 2023. On a same-week basis, or comparing the prior year.three months ended March 31, 2024 with the three months ended April 2, 2023, the Adjusted EBITDA loss would have decreased $4.3 million, or 4%. The decrease in attendance for the first nine months of 2017 relatesAdjusted EBITDA loss was primarily to the closure of Wildwater Kingdom after the 2016 operating season. The increase in in-park per capita spending was largely attributabledue to an increase in net revenues from our all-season dining and beverage programs,driven by higher attendance 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 higherresult of more season pass attendance mix,sales and 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 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.improved weather at Knott's Berry Farm.


Operating costs and expensesAdjusted EBITDA loss for the first ninethree months ended April 2, 2023 (i.e. the same-week prior period) was calculated as a net loss of 2017 increased 2.1%, or $14.5$137.3 million to $690.9plus interest expense of $32.1 million, from $676.4 million for the first nine monthsinterest income of 2016. The increase is the result of a $9.1 million increase in SG&A expense, a $6.0 million increase in operating expense offset by a $0.5 million, decrease in costbenefit for taxes of goods sold. Cost of goods sold, as a percentage of food, merchandise, and games net revenue, was comparable for both periods. Operating expenses grew by $6.0$24.1 million, primarily due to increased seasonal wages which were driven by hourly rate increases, and increased operating supply expense attributable to incremental special and seasonal events and the opening of several large capital projects. The $9.1 million increase in SG&A expense was primarily attributable to a reserve established for an employment practice claim, higher merchant fees, increased technology related costs, and increased full-time wages and related employee benefits and taxes. Foreign currency exchange rates had an immaterial impact on operating costs and expenses.

Depreciationdepreciation and amortization expense for the first nine months of 2017 increased $8.1$15.0 million, to $126.2non-cash foreign currency loss of $4.6 million, from $118.2non-cash equity compensation expense of $5.1 million, for the same period in the prior year. The increase is attributable to a change in the estimated useful lives 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 gain on sale of investment was recognized for the liquidation of a preferred equity investment.

After the items above, 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 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 millionand other net benefit to earnings for foreign currency gains 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.$0.1 million.


During the first nine months of 2017, a provision for taxes 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 of 2016. The decrease 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.

After the 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 a year ago.

For the nine month period, our Adjusted EBITDA decreased to $417.9 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 million for the nine months ended September 24, 2017 from $1,091.3 million in the same period in the prior year. This is the result of a 59,000-visit increase in attendance and a $0.15 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 $23.8 million resulting in a $21.3 million decrease in same-park operating income.


Three months ended September 24, 2017

The fiscal three-month period ended September 24, 2017 consisted of a total of 960 operating days compared with 1,021 operating days for the fiscal three-month period ended September 25, 2016. On a same-park basis (excluding Wildwater Kingdom, one of the Partnership's separately gated outdoor water parks which was closed after the 2016 operating season), the fiscal three-month period ended September 25, 2016 included a total of 965 operating days. The following table presents key financial information for the three months ended September 24, 2017 and September 25, 2016:
  Three months ended Three months ended Increase (Decrease)
  9/24/2017 9/25/2016 $ %
  (Amounts in thousands, except for per capita spending)
Net revenues $652,689
 $650,283
 $2,406
 0.4 %
Operating costs and expenses 327,020
 316,448
 10,572
 3.3 %
Depreciation and amortization 70,060
 64,685
 5,375
 8.3 %
Loss on impairment / retirement of fixed assets, net 1,347
 1,355
 (8) N/M
Gain on sale of investment (1,877) —
 (1,877) N/M
Operating income $256,139
 $267,795
 $(11,656) (4.4)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA (1)
 $333,642
 $336,015
 $(2,373) (0.7)%
Attendance 12,428
 12,492
 (64) (0.5)%
In-park per capita spending $48.73
 $48.01
 $0.72
 1.5 %
Out-of-park revenues $65,103
 $67,903
 $(2,800) (4.1)%

(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.

For the quarter ended September 24, 2017, net revenues increased by $2.4 million, to $652.7 million, from $650.3 million in the third quarter of 2016. This reflects a $0.72 increase in in-park per capita spending, partially offset by the impact of a 64,000-visit decrease in attendance. Out-of-park revenues decreased $2.8 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. The increase in net revenues is net of a $0.9 million favorable impact of foreign currency exchange related to our Canadian park.

Operating costs and expenses for the quarter increased 3.3%, or $10.6 million, to $327.0 million from $316.4 million in the third quarter of 2016. The increase is the result of a $6.6 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. Cost of goods sold, as a percentage of food, merchandise, and games net revenue, was comparable for both periods. Operating expenses grew by $3.4 million primarily due to increased seasonal wages which were driven by hourly rate increases, and to a lesser extent, increased operating supply expense attributable to additional seasonal events and the timing of maintenance projects. The $6.6 million increase in SG&A expense was primarily attributable to a reserve established for 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.

Depreciation and amortization expense for the quarter increased $5.4 million to $70.1 million compared to $64.7 million for the same period in the prior year. The increase is attributable to a change in the estimated useful lives of a long-lived asset at Cedar Point 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 was $1.3 million, reflecting the retirements of assets 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, operating income for the third quarter of 2017 decreased $11.7 million to $256.1 million compared with an operating income of $267.8 million for the third quarter of 2016.

Interest expense for the third quarter of 2017 was comparable to the same period in the prior year. The net effect of our swaps resulted in a benefit to earnings of $1.0 million for the third quarter of 2017 compared with a $1.7 million charge to earnings 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 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 for the third quarter 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 third quarter of 2017, a provision for taxes of $73.7 million was recorded to account for PTP taxes and income taxes on our corporate subsidiaries. This compares with a provision for taxes recorded in 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 for the current quarter totaled $191.3 million, or $3.38 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.

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), net revenues increased by $6.5 million to $652.7 million for the quarter ended September 24, 2017 from $646.2 million in the same period in the prior year reflecting a 103,000-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 a 45,000-visit, decrease in attendance to 24.1 million visits. During this same period, out-of-park revenues decreased 2%, or $3 million, to $133 million compared with 2016.

On a same-park basis (excluding Wildwater Kingdom), net 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.

Liquidity and Capital Resources:
With respectOur principal sources of liquidity include cash from operating activities, funding from our long-term debt obligations and existing cash on hand. Due to both liquidity andthe seasonality of our business, we fund pre-opening operations with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period. Our primary uses of liquidity include operating expenses, capital expenditures, interest payments, partnership distributions, income tax obligations, and, in 2022 and 2023, limited partnership unit repurchases. As of March 31, 2024, we endedhad cash on hand of $35.1 million and availability under our revolving credit facility of $122.1 million. Based on this level of liquidity, we concluded that we will have sufficient liquidity to satisfy cash obligations at least through the thirdsecond quarter of 20172025.

We expect to invest between $210 million and $220 million in sound condition.capital expenditures during 2024, which includes the debut of a world-class roller coaster at Cedar Point, a dive coaster at Dorney Park, the expansion of the children's areas at both Knott's Berry Farm and Kings Island, new water park attractions at Canada's Wonderland, the world's first water coaster for kids at Schlitterbahn New Braunfels, and other rides and attractions, as well as upgraded and expanded food and beverage facilities across the portfolio.

We paid a partnership distribution of $0.30 per limited partner unit on March 20, 2024. On May 9, 2024, we announced that our Board declared an additional partnership distribution of $0.30 per limited partner unit, which will be payable on June 19, 2024 to unitholders of record on June 5, 2024.

In August 2022, we announced the Board of Directors approved a unit repurchase program authorizing the Partnership to repurchase units for an aggregate amount of not more than $250 million. As of April 12, 2023, we had repurchased the full amount that had been authorized under the August 2022 repurchase program resulting in a total of 6.0 million units repurchased at an average price of $41.93 per limited partner unit. On May 4, 2023, we announced that our Board of Directors authorized the Partnership to repurchase more units for an additional aggregate amount of not more than $250 million. During 2023, we repurchased 0.3 million units under the May 2023 repurchase program at an average price of $38.27 per limited partner unit. We have not repurchased any units in 2024. See Note 10 for additional information.

We anticipate cash interest payments between $140 million and $150 million during 2024, including the impact of the refinancing activities described in Note 11. We anticipate cash payments for income taxes to range from $50 million to $60 million in 2024.

As of March 31, 2024, deferred revenue totaled $233.2 million, including non-current deferred revenue. This represented an increase of $25.2 million compared with total deferred revenue as of March 26, 2023. The working capital ratio (current assets divided by current liabilities) of 1.2 at September 24, 2017 isincrease in total deferred revenue was primarily attributable to higher season-long product sales for the result of normal seasonal activity. Receivables, inventories and payables are at normal seasonal levels.2024 operating season.
Operating Activities
During the nine-month period ended September 24, 2017, net cash from operating activities was $322.6 million, a decrease of $18.1 million from the same period a year ago, primarily due to lower earnings.
Investing Activities
Net cash used for investingoperating activities for the first ninethree months of 2017 was $149.22024 totaled $110.6 million, an increase of $22.3$3.5 million compared with the same period in the prior year. ThisThe increase reflects planned higher capital expenditureswas primarily due to costs associated with the proposed merger with Six Flags offset somewhat by improved operating results in the current period.
Investing Activities
Net cash for investing activities for the first three months of 2024 totaled $57.1 million, an increase of $2.4 millioncompared with the same period in the prior year. The increase was due to the timing of capital expenditures.
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Financing Activities
Net cash forfrom financing activities for the first ninethree months of 2017 was $52.12024 totaled $137.9 million, a decreasean increase of $95.7$43.7 million compared with the same period in the prior year. This decrease reflects incrementalThe increase was primarily attributable to repurchases of limited partnership units in the prior period offset somewhat by less revolving credit facility borrowings in the current period.
Contractual Obligations
As of March 31, 2024, our primary contractual obligations consisted of outstanding long-term debt borrowings due toagreements. Before reduction for debt issuance costs, our long-term debt agreements consisted of the increasefollowing:

•$1.0 billion of 5.500% senior secured notes, which would have matured in ourMay 2025, issued at par. The 2025 senior notes and the related guarantees were secured

by first-priority liens on the issuers' and the guarantors' assets that secured all the obligations under the 2017 Credit Agreement, as amended. Interest was payable under the 2025 senior notes semi-annually in May and November. The 2025 senior notes were redeemed in full in May 2024 with proceeds from the new senior secured term loan facility under the 20172024 Credit Agreement, offset by other impacts ofAgreement. See the April 2017 refinancing including payment of debt issuance costs and early termination penalties.Subsequent Events footnote at Note 11 for additional information.


As of September 24, 2017, our outstanding debt, before reduction for debt issuance costs, consisted of the following:

•$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued at par. Prior to April 15, 2020, up to 35% of theThe 2027 senior notes may be redeemed, with net cash proceedsin whole or in part, at various prices depending on the date redeemed. Interest is payable under the 2027 senior notes semi-annually in April and October.

•$300 million of certain equity offerings6.500% senior unsecured notes, maturing in October 2028, issued at a price equal to 105.375%par. The 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Interest is payable under the 2028 senior notes semi-annually in April and October.

•$500 million of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any.5.250% senior unsecured notes, maturing in July 2029, issued at par. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to AprilJuly 15, 20222024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. TheInterest is payable under the 2029 senior notes pay interest semi-annually in AprilJanuary and October.July.


•$450158.0 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 any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The notes pay interest semi-annually in June and December.

$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$300 million senior secured revolving credit facility under ourthe 2017 Credit Agreement, as amended, 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 2022bore interest at SOFR plus 350 bps with a SOFR adjustment of 10 bps per annum and also provides for the issuancea floor of documentaryzero, and standby letters of credit. The 2017 Credit Agreement requiresrequired the payment of a 37.562.5 bps commitment fee per annum on the unused portion of the credit facilities. The senior secured revolving credit facility would have matured on February 10, 2028, provided that the maturity date would have been (x) January 30, 2025 if at least $200 million of the 2025 senior notes remained outstanding as of that date, or (y) January 14, 2027 if at least $200 million of the 2027 senior notes remained outstanding as of that date. The credit agreement provided for the issuance of documentary and standby letters of credit. After letters of credit, which totaled $15.9$19.9 million at September 24, 2017,as of March 31, 2024, we had $259.1$122.1 million of available borrowingsavailability under the revolving credit facility. Our letters of credit were primarily in place to backstop insurance arrangements. In May 2024, we entered into the 2024 Credit Agreement that includes a new senior secured term loan facility and cash on hand of $249.9 million.revolving credit facility. The revolving credit facility under the 2024 Credit Agreement replaced the revolving credit facility under the 2017 Credit Agreement. See the Subsequent Events footnote at Note 11 for additional information.

As of September 24, 2017, we have four interest rate swap agreements that effectively convert $500 million of variable-rate debt to a fixed rate. These swaps, which mature on December 31, 2020 and fix LIBOR at a weighted average rate of 2.64%, were not designated as cash flow hedges. As of September 24, 2017, the fair market value of our derivative liability was $14.8 million and was recorded in "Derivative Liability."


The 2017 Credit Agreement, includesas amended, included a Consolidated Leverage Ratio,senior secured leverage ratio of 3.75x Total First Lien Senior Secured Debt-to-Consolidated EBITDA (as defined in the 2017 Credit Agreement). This financial covenant was only required to be tested at the end of any fiscal quarter in 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 EBITDA. As of September 24, 2017, werevolving credit facility borrowings were outstanding. We were in compliance with thisthe applicable financial condition covenant and all other covenants under our credit agreement during the 2017 Credit Agreement.three months ended March 31, 2024.


Our long-term debtcredit agreement and fixed rate note agreements include Restricted Payment provisions.restricted payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing our June 2014the 2027 senior notes, which includes the most restrictive of these Restricted Paymentsrestricted payments provisions under the terms of our outstanding notes, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio (as defined in the indenture governing the 2027 senior notes) is greater than 5.25x, we can still make Restricted Paymentsrestricted payments of $60$100 million annually so long as no default or event of default has occurred and is continuing; and our ability to make additional Restricted Payments is permitted shouldcontinuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio beis less than or equal to 5.00x.5.25x, we can make restricted payments up to our restricted payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was less than 5.25x as of March 31, 2024.


In accordanceOn November 9, 2023, we entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes. The Amendments enable us to select November 2, 2023, the date the merger agreement with Six Flags was entered into, as the testing date for purposes of calculating, with respect to the proposed merger and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023. To become operative, the Amendments require a payment upon or immediately prior to the consummation of the proposed merger.
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See the Subsequent Events footnote at Note 11 for information regarding our financial covenants and restricted payment provisions under the 2024 Credit Agreement, which was entered into in May 2024.

Financial and Non-Financial Disclosure About Issuers and Guarantors of our Registered Senior Notes
As discussed within the Long-Term Debt footnote at Note 6, we had four tranches of fixed rate senior notes outstanding at March 31, 2024: the 2025, 2027, 2028 and 2029 senior notes. The 2027, 2028 and 2029 senior notes were registered under the Securities Act of 1933. The 2025 senior notes were sold in a private placement in reliance on exemptions from registration under the Securities Act of 1933. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC (“Millennium”) are the co-issuers of the 2027, 2028 and 2029 senior notes. Our senior notes have been irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of Cedar Fair (other than the co-issuers) that guarantees our credit facilities under our credit agreement. A full listing of the issuers and guarantors of our registered senior notes can be found within Exhibit 22, and additional information with respect to our registered senior notes and the related guarantees follows.

The 2027, 2028 and 2029 senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt, including the other registered senior notes. However, the 2027, 2028 and 2029 senior notes rank effectively junior to any secured debt under the 2024 Credit Agreement to the extent of the value of the assets securing such debt (and previously ranked effectively junior to any secured debt under the 2017 Credit Agreement, debt provisions, on August 2, 2017, we announcedas amended, and the declaration of a distribution of $0.855 per limited partner unit, which was paid on September 15, 2017. Also, on November 2, 2017, we announced2025 senior notes).

In the declaration of a distribution of $0.89 per limited partner unit, which will be payable on December 15, 2017.

Existingevent that the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor is released from its obligations under our senior secured credit facilities, such entity will also be released from its obligations under the registered senior notes. In addition, the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor can be released from its obligations under the 2027, 2028 and cash flows from operations2029 senior notes under the following circumstances, assuming the associated transactions are expectedin compliance with the applicable provisions of the indentures governing the 2027, 2028 and 2029 senior notes: i) any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be sufficienta direct or indirect subsidiary of Cedar Fair or a sale or disposition of all or substantially all of the assets of such entity; ii) if such entity is dissolved or liquidated; iii) if we designate such entity as an Unrestricted Subsidiary (as defined in each indenture); iv) upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to meet working capital needs, debt service, partnership distributionsbe a direct or indirect Restricted Subsidiary (as defined in each indenture) of Cedar Fair or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.

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

The following tables provide summarized financial information for each of our co-issuers and guarantors of the foreseeable future.

Off Balance Sheet Arrangements:
2027, 2028 and 2029 senior notes (the "Obligor Group"). We had $15.9presented each entity that is a co-issuer of the registered senior notes separately. The subsidiaries that guarantee the registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries have not been eliminated. Certain subsidiaries of Cedar Fair did not guarantee our credit facilities or senior notes as the assets and results of operations of these subsidiaries were immaterial (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $14.0 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facilityand $14.3 million as of September 24, 2017. We have no other significant off-balance sheet financing arrangements.March 31, 2024 and December 31, 2023, respectively.



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Summarized Financial Information



(In thousands)		Cedar Fair, L.P. (Parent)Magnum
(Co-Issuer Subsidiary)		Cedar Canada
(Co-Issuer Subsidiary)		Millennium
(Co-Issuer Subsidiary)		Guarantor Subsidiaries
Balance as of March 31, 2024
Current Assets$182 $39,320 $39,335 $342,620 $1,648,348 
Non-Current Assets(419,033)1,822,685 621,549 2,435,958 1,951,662 
Current Liabilities157,852 1,536,227 195,784 283,529 115,653 
Non-Current Liabilities149,083 1,858 16,099 2,300,793 138,253 
Balance as of December 31, 2023
Current Assets$445 $13,876 $46,641 $346,820 $1,618,550 
Non-Current Assets(269,050)1,916,183 627,130 2,387,798 1,955,628 
Current Liabilities160,560 1,525,756 188,975 223,098 107,007 
Non-Current Liabilities148,854 2,019 16,985 2,141,096 141,402 
Three Months Ended March 31, 2024
Net revenues$57 $24,871 $1,247 $100,904 $11,545 
Operating (loss) income(48,528)(77,075)(9,711)31,289 (22,137)
Net loss(133,278)(80,626)(19,121)— (19,283)
Twelve Months Ended December 31, 2023
Net revenues$87,790 $478,478 $173,321 $1,935,516 $447,639 
Operating income (loss)84,005 (153,697)67,459 126,165 182,687 
Net income125,284 72,213 98,108 — 263,071 

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 the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs, goals and strategies regarding the future. These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and uncertaintiesassumptions that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.correct, that our growth and operational strategies will achieve the target results, that the proposed transaction with Six Flags will close or that the Company will realize the anticipated benefits thereof. Important risk factors including those listed under Item 1A in the Company’s Annual Report on Form 10-K,that may cause such a difference and could adversely affect attendance at our parks, our future financial performance, our growth strategies and/or the proposed transaction, and could cause actual results to differ materially from our expectations.expectations or otherwise to fluctuate or decrease, include, but are not limited to: general economic conditions; the impacts of public health concerns; adverse weather conditions; competition for consumer leisure time and spending; unanticipated construction delays; changes in our capital investment plans and projects; the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the proposed transaction, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Cedar Fair, Six Flags or their respective directors and others following announcement of the merger agreement and proposed transaction; the inability to consummate the transaction due to the failure to satisfy other conditions to complete the transaction; the potential adverse effects on the market price of either or both Cedar Fair units or Six Flags common stock; risks that the proposed transaction disrupts and/or harms current plans and operations of Cedar Fair or Six Flags, including that management’s time and attention will be diverted on transaction-related issues; the amount of the costs, fees, expenses and charges related to the transaction, including the possibility that the transaction may be more expensive to complete than anticipated; the ability of Cedar Fair and Six Flags to successfully integrate their businesses and to achieve anticipated synergies and value creation; potential adverse restrictions during the pendency of the proposed transaction to pursue certain business opportunities and strategic transactions; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting Cedar Fair and Six Flags; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the
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pendency of the proposed transaction that could affect Cedar Fair’s and/or Six Flags’ financial performance and operating results; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; other factors we discuss from time to time in our reports filed with the SEC; and those risks that are described in the registration statement on Form S-4 and the accompanying proxy statement/prospectus. Additional information on risk factors that may affect our business and financial results can be found in our Annual Report on Form 10-K and in the filings we make from time to time with the SEC, including this Form 10-Q. 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 typically manage interest rate risk through the use ofusing 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 oura revolving credit facility. Translation exposures with regard to our Canadian operations are not hedged.


For derivative instruments that are designatedWe repaid all of our then-outstanding variable-rate long-term debt during 2022 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. Changes in fair value of derivative instruments that do not qualify as effective hedging activities are reported as “Net effect of swaps” in the unaudited condensed consolidated statements of operations. Additionally, the “Other comprehensive income (loss)” related to interest rate swaps that become ineffective is amortized over the remaining life of thesubsequently terminated our interest rate swap and reportedagreements. Therefore, as a component of “Net effect of swaps” in the unaudited condensed consolidated statements of operations.

As of September 24, 2017, on an adjusted basis after giving affect to the impact of interest rate swap agreements, $1,450.0 millionMarch 31, 2024, all of our outstanding long-term debt represented fixed-rate debt and $235.0 million represented variable-rate debt.except for revolving credit borrowings. Assuming anthe daily average balance over the past twelve months on our revolving credit borrowings of approximately $7.2$71.9 million, a hypothetical 100 bps increase in 30-day LIBORSOFR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately $7.4$0.7 million in annual cash interest costs.

Assumingcosts over the next twelve months. In May 2024, we entered into the 2024 Credit Agreement, which includes a variable-rate senior secured term loan facility and replaced the revolving credit facility under the 2017 Credit Agreement. A hypothetical 100 bps increase in 30-day LIBOR,SOFR on the amountsenior secured term loan facility under the 2024 Credit Agreement would lead to an increase of net$10.0 million in cash interest paid on our derivative portfolio would decrease by $5.0 millioncosts over the next twelve months. See the Subsequent Events footnote at Note 11 for additional information.


A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.3$6.7 million decrease in annual operating income.income for the trailing twelve months ended March 31, 2024.



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,March 31, 2024, 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.March 31, 2024.



(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, 2017March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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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'sour Annual Report on Form 10-K for the year ended December 31, 2016.2023.



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:March 31, 2024:
(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 (2)
Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (2)
January 1 - January 31— — — $237,962,641 
February 1 - February 2959,942 $39.24 — $237,962,641 
March 1 - March 31— — — $237,962,641 
Total59,942 $39.24 — $237,962,641 

(1)All units purchased were repurchased 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.
(2)On May 4, 2023, we announced that our Board of Directors authorized the Partnership to repurchase units for an additional aggregate amount of not more than $250 million. There were no units repurchased under the May 2023 repurchase program during the three months ended March 31, 2024. See Note 10.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2024, no director or officer adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

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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
 —
 $—

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(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

2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2024 Employment Agreement Version)
2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2024 Severance Plan Version)
2016 Omnibus Incentive Plan Form of Performance Award Agreement (2024 Employment Agreement Version)
2016 Omnibus Incentive Plan Form of Performance Award Declaration (2024 Severance Plan Version)
Credit Agreement, dated October 4, 2017,as of May 1, 2024, by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation,Canada’s Wonderland Company and Richard A. Zimmerman.Millennium Operations LLC, as borrowers, the other subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed October 5, 2017.on May 2, 2024.
Employment Agreement, dated October 4, 2017, bySubsidiary Guarantors and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation, and Matthew A. Ouimet.Issuers of Guaranteed Securities. Incorporated herein by reference to Exhibit 10.222 to the RegistrantsRegistrant's Form 8-K10-K (File No. 001-09444) filed October 5, 2017.on February 18, 2022.
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.
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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, 2017March 31, 2024 formatted in Extensible Business Reporting Language (XBRL):Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Income,Operations and Comprehensive Loss, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated StatementStatements of Equity,Partners' Deficit, 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 March 31, 2024 formatted in Inline XBRL (included as Exhibit 101).
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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)(Registrant)
By Cedar Fair Management, Inc.
General Partner
Date:May 9, 2024/s/ Richard A. Zimmerman
Richard A. Zimmerman
Date:November 2, 2017/s/ Matthew A. Ouimet
Matthew A. Ouimet
President and Chief Executive Officer
Date:November 2, 2017May 9, 2024/s/ Brian C. Witherow
Brian C. Witherow
Executive Vice President and
Chief Financial Officer


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