UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended ~~June 24, 2018~~March 31, 2019



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 1-9444

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)



DELAWARE		34-1560655
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices) (Zip Code)

(419) 626-0830

(Registrant’s telephone number, including area code)



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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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). Yes 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 filer	x	Accelerated filer	o

Non-accelerated filer	o ~~(Do not check if a smaller reporting company)~~	Smaller reporting company	o

		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

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




Title of Class		Units Outstanding as of ~~July 27, 2018~~April 26, 2019
Units Representing Limited Partner Interests		~~56,440,139~~56,584,432

Page 1 of 4842 pages

CEDAR FAIR, L.P.

FORM 10-Q CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	6/24/2018			12/31/2017			6/25/2017			3/31/2019			12/31/2018			3/25/2018
ASSETS
Current Assets:
Cash and cash equivalents	$	60,119		$	166,245		$	101,083		$	60,272		$	105,349		$	42,888
Receivables	85,379			37,722			83,377			44,331			51,518			30,795
Inventories	47,000			29,719			44,285			42,629			30,753			40,303
Prepaid advertising	22,210			3,031			18,779			24,487			2,215			25,590
Other current assets	18,434			10,266			14,785			13,826			10,374			14,408
	233,142			246,983			262,309			185,545			200,209			153,984
Property and Equipment:
Land	266,849			271,021			266,823			269,813			268,411			269,253
Land improvements	433,505			421,593			418,473			437,241			434,501			423,425
Buildings	728,243			693,899			699,548			735,286			732,666			694,029
Rides and equipment	1,804,512			1,740,653			1,723,960			1,837,270			1,813,489			1,751,051
Construction in progress	36,569			72,847			39,775			102,072			77,716			94,602
	3,269,678			3,200,013			3,148,579			3,381,682			3,326,783			3,232,360
Less accumulated depreciation	(1,650,680		)	(1,614,241		)	(1,539,953		)	(1,734,928		)	(1,727,345		)	(1,611,261		)
	1,618,998			1,585,772			1,608,626			1,646,754			1,599,438			1,621,099
Goodwill	180,186			183,830			180,370			179,939			178,719			182,291
Other Intangibles, net	36,991			38,064			37,653			36,642			36,376			37,710
Right-of-Use Asset										72,594			—			—
Other Assets	9,899			9,510			20,499			10,996			9,441			9,507
	$	2,079,216		$	2,064,159		$	2,109,457		$	2,132,470		$	2,024,183		$	2,004,591
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	1,875		$	—		$	7,500		$	7,500		$	5,625		$	—
Accounts payable	49,551			24,621			45,374			47,254			23,314			39,812
Deferred revenue	211,173			86,131			193,338			151,336			107,074			124,513
Accrued interest	9,265			8,124			9,735			20,886			7,927			21,119
Accrued taxes	12,740			43,975			30,352			9,883			29,591			10,176
Accrued salaries, wages and benefits	26,228			18,740			24,955			13,996			18,786			14,513
Self-insurance reserves	25,272			25,107			26,860			23,579			24,021			24,811
Other accrued liabilities	24,395			18,796			16,706			19,745			18,381			18,236
	360,499			225,494			354,820			294,179			234,719			253,180
Deferred Tax Liability	93,474			74,798			116,797			82,518			81,717			87,459
Derivative Liability	—			8,722			18,166			13,083			6,705			2,730
Lease Liability										65,399			—			—
Other Liabilities	10,982			11,684			12,423			10,314			11,058			11,403
Long-Term Debt:
Revolving credit loans	25,000			—			—			120,000			—			40,000
Term debt	722,186			723,788			731,258			718,168			719,507			723,525
Notes	937,146			936,727			936,633			938,407			938,061			937,257
	1,684,332			1,660,515			1,667,891			1,776,575			1,657,568			1,700,782
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290			5,290			5,290			5,290
General partner	(2		)	—			(1		)	(2		)	(1		)	(1		)
Limited partners, 56,441, 56,359 and 56,240 units outstanding at June 24, 2018, December 31, 2017 and June 25, 2017, respectively	(86,435		)	81,589			(70,915		)
Limited partners, 56,587, 56,564 and 56,416 units outstanding as of March 31, 2019, December 31, 2018 and March 25, 2018, respectively										(133,118		)	5,845			(58,550		)
Accumulated other comprehensive income (loss)	11,076			(3,933		)	4,986			18,232			21,282			2,298
	(70,071		)	82,946			(60,640		)	(109,598		)	32,416			(50,963		)
	$	2,079,216		$	2,064,159		$	2,109,457		$	2,132,470		$	2,024,183		$	2,004,591

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per unit amounts)

Three months ended Six months ended
6/24/2018 6/25/2017 6/24/2018 6/25/2017
Net revenues:
Admissions $ 204,447
$ 214,881
$ 231,168
$ 237,444
Food, merchandise and games 129,947
133,167
151,002
151,375
Accommodations, extra-charge products and other 45,922
44,750
52,873
52,297

380,316
392,798
435,043
441,116
Costs and expenses:

Cost of food, merchandise, and games revenues 35,018
34,249
41,021
39,729
Operating expenses 167,417
160,380
256,245
244,669
Selling, general and administrative 54,041
51,860
82,723
79,479
Depreciation and amortization 52,219
50,812
57,740
56,177
Loss on impairment / retirement of fixed assets, net 3,372
184
4,712
1,710

312,067
297,485
442,441
421,764
Operating income (loss) 68,249
95,313
(7,398 ) 19,352
Interest expense 21,337
21,920
41,099
40,834
Net effect of swaps (906 ) 4,368
(4,534 ) 4,669
Loss on early debt extinguishment —
23,115
1,073
23,115
Loss (gain) on foreign currency 14,984
(3,183 ) 25,078
(5,854 )
Other income (139 ) (16 ) (488 ) (48 )
Income (loss) before taxes 32,973
49,109
(69,626 ) (43,364 )
Provision (benefit) for taxes 13,730
17,741
(5,469 ) (9,978 )
Net income (loss) 19,243
31,368
(64,157 ) (33,386 )
Net income (loss) allocated to general partner —
1
(1 ) —
Net income (loss) allocated to limited partners $ 19,243
$ 31,367
$ (64,156 ) $ (33,386 )

Net income (loss) $ 19,243
$ 31,368
$ (64,157 ) $ (33,386 )
Other comprehensive income, (net of tax):
Foreign currency translation adjustment 6,662
(1,282 ) 11,266
(1,942 )
Unrealized gain on cash flow hedging derivatives 2,116
1,993
4,134
3,987
Other comprehensive income, (net of tax) 8,778
711
15,400
2,045
Total comprehensive income (loss) $ 28,021
$ 32,079
$ (48,757 ) $ (31,341 )
Basic income (loss) per limited partner unit:
Weighted average limited partner units outstanding 56,231
56,076
56,192
56,025
Net income (loss) per limited partner unit $ 0.34
$ 0.56
$ (1.14 ) $ (0.60 )
Diluted income (loss) per limited partner unit:
Weighted average limited partner units outstanding 56,727
56,598
56,192
56,025
Net income (loss) per limited partner unit $ 0.34
$ 0.55
$ (1.14 ) $ (0.60 )



	Three months ended
	3/31/2019			3/25/2018
Net revenues:
Admissions	$	33,217		$	26,721
Food, merchandise and games	24,704			21,055
Accommodations, extra-charge products and other	9,056			6,951
	66,977			54,727
Costs and expenses:
Cost of food, merchandise, and games revenues	7,649			6,003
Operating expenses	98,205			88,828
Selling, general and administrative	31,666			28,682
Depreciation and amortization	13,589			5,521
Loss on impairment / retirement of fixed assets, net	1,424			1,340
Gain on sale of investment	(617		)	—
	151,916			130,374
Operating loss	(84,939		)	(75,647		)
Interest expense	20,920			19,762
Net effect of swaps	6,379			(3,628		)
Loss on early debt extinguishment	—			1,073
(Gain) loss on foreign currency	(8,669		)	10,094
Other expense (income)	89			(349		)
Loss before taxes	(103,658		)	(102,599		)
Benefit for taxes	(19,985		)	(19,199		)
Net loss	(83,673		)	(83,400		)
Net loss allocated to general partner	(1		)	(1		)
Net loss allocated to limited partners	$	(83,672	)	$	(83,399	)

Net loss	$	(83,673	)	$	(83,400	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(3,050		)	4,604
Cash flow hedging derivative activity	—			2,018
Other comprehensive income (loss), (net of tax)	(3,050		)	6,622
Total comprehensive loss	$	(86,723	)	$	(76,778	)
Basic loss per limited partner unit:
Weighted average limited partner units outstanding	56,310			56,150
Net loss per limited partner unit	$	(1.49	)	$	(1.49	)
Diluted loss per limited partner unit:
Weighted average limited partner units outstanding	56,310			56,150
Net loss per limited partner unit	$	(1.49	)	$	(1.49	)

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY

(In thousands)

Six months ended
6/24/2018 6/25/2017
Limited Partnership Units Outstanding
Beginning balance 56,359
56,201
Limited partnership unit options exercised 6
10
Limited partnership unit forfeitures (2 ) (2 )
Issuance of limited partnership units as compensation 78
31
56,441
56,240
Limited Partners’ Equity
Beginning balance $ 81,589
$ 52,288
Net loss (64,156 ) (33,386 )
Partnership distribution declared ($1.78 and $1.71 per limited partnership unit) (100,557 ) (96,329 )
Reclassification of stranded tax effect 391
—
Expense recognized for limited partnership unit options 125
—
Tax effect of units involved in treasury unit transactions (3,045 ) (1,377 )
Issuance of limited partnership units as compensation (782 ) 7,889
(86,435 ) (70,915 )
General Partner’s Equity
Beginning balance —
—
Net loss (1 ) —
Partnership distribution declared (1 ) (1 )
(2 ) (1 )
Special L.P. Interests 5,290
5,290

Accumulated Other Comprehensive Income
Foreign currency translation adjustment:
Beginning balance 4,042
18,891
Period activity, net of tax $2,302 and $0 11,266
(1,942 )
15,308
16,949
Unrealized loss on cash flow hedging derivatives:
Beginning balance (7,975 ) (15,950 )
Period activity, net of tax ($596) and ($742) 4,134
3,987
Reclassification of stranded tax effect (391 ) —
(4,232 ) (11,963 )
11,076
4,986
Total Partners’ Equity $ (70,071 ) $ (60,640 )



Three months ended	Limited Partnership Units Outstanding	Limited Partners’ Equity			General Partner’s Equity			Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)			Total Partners’ Equity
Balance as of December 31, 2017	56,359	$	81,589		$	—		$	5,290	$	(3,933	)	$	82,946
Net loss	—	(83,399		)	(1		)	—		—			(83,400		)
Partnership distribution declared ($0.890)	—	(50,266		)	—			—		—			(50,266		)
Issuance of limited partnership units related to compensation	57	(3,826		)	—			—		—			(3,826		)
Tax effect of units involved in treasury unit transactions	—	(3,039		)	—			—		—			(3,039		)
Foreign currency translation adjustment, net of tax $1,145	—	—			—			—		4,604			4,604
Cash flow hedging derivative activity, net of tax ($347)	—	—			—			—		2,018			2,018
Reclassification of stranded tax effect	—	391			—			—		(391		)	—
Balance as of March 25, 2018	56,416	$	(58,550	)	$	(1	)	$	5,290	$	2,298		$	(50,963	)

Balance as of December 31, 2018	56,564	$	5,845		$	(1	)	$	5,290	$	21,282		$	32,416
Net loss	—	(83,672		)	(1		)	—		—			(83,673		)
Partnership distribution declared ($0.925)	—	(52,334		)	—			—		—			(52,334		)
Issuance of limited partnership units related to compensation	23	(1,536		)	—			—		—			(1,536		)
Tax effect of units involved in treasury unit transactions	—	(1,421		)	—			—		—			(1,421		)
Foreign currency translation adjustment, net of tax ($874)	—	—			—			—		(3,050		)	(3,050		)
Balance as of March 31, 2019	56,587	$	(133,118	)	$	(2	)	$	5,290	$	18,232		$	(109,598	)

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Six months ended						Three months ended
	6/24/2018			6/25/2017			3/31/2019			3/25/2018
CASH FLOWS FROM OPERATING ACTIVITIES
CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	$	(64,157	)	$	(33,386	)	$	(83,673	)	$	(83,400	)
Adjustments to reconcile net loss to net cash from operating activities:
Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization	57,740			56,177			13,589			5,521
Loss on early debt extinguishment	1,073			23,115			—			1,073
Non-cash foreign currency (gain) loss on debt	26,541			(5,541		)	(9,438		)	10,924
Other non-cash expenses	24,123			24,410			10,719			13,112
Net change in working capital	40,996			22,598			14,365			(2,170		)
Net change in other assets/liabilities	(551		)	296			(2,304		)	(278		)
Net cash from operating activities	85,765			87,669
Net cash for operating activities							(56,742		)	(55,218		)
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(100,637		)	(123,694		)	(53,397		)	(44,792		)
Proceeds from sale of investment							617			—
Net cash for investing activities	(100,637		)	(123,694		)	(52,780		)	(44,792		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans	25,000			—			120,000			40,000
Term debt borrowings	—			750,000
Note borrowings	—			500,000
Term debt payments	—			(602,850		)
Note payments, including amounts paid for early termination	—			(515,458		)
Distributions paid to partners	(100,558		)	(96,330		)	(52,334		)	(50,266		)
Payment of debt issuance costs and original issue discount	(2,512		)	(18,381		)	—			(1,840		)
Exercise of limited partnership unit options	125			—			—			125
Tax effect of units involved in treasury unit transactions	(3,045		)	(1,377		)	(1,421		)	(3,039		)
Payments related to tax withholding for equity compensation	(6,930		)	(2,053		)	(4,079		)	(6,919		)
Net cash from (for) financing activities	(87,920		)	13,551			62,166			(21,939		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(3,334		)	841			2,279			(1,408		)
CASH AND CASH EQUIVALENTS
Net decrease for the period	(106,126		)	(21,633		)	(45,077		)	(123,357		)
Balance, beginning of period	166,245			122,716			105,349			166,245
Balance, end of period	$	60,119		$	101,083		$	60,272		$	42,888
SUPPLEMENTAL INFORMATION
Cash payments for interest expense	$	39,854		$	40,103		$	8,117		$	6,779
Interest capitalized	1,771			1,536			1,118			939
Cash payments for income taxes, net of refunds	11,101			12,534			176			4,715
Capital expenditures in accounts payable	7,859			5,955			9,382			6,182

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

CEDAR FAIR, L.P.

INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~FOR THE PERIODS ENDED~~ ~~JUNE 24, 2018~~ ~~AND~~ ~~JUNE 25, 2017~~

CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(1) Significant Accounting and Reporting Policies:

Except for the changes described below, the Partnership’s unaudited condensed consolidated financial statements ~~for the periods ended June 24, 2018 and June 25, 2017~~ 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, ~~2017~~2018, which were included in the Form 10-K filed on February ~~23, 2018.~~22, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). 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

The Partnership adopted Accounting Standards Update No. ~~2014-09, Revenue from Contracts with Customers~~2016-02, Leases ("ASU ~~2014-09"~~2016-02") effective January 1, ~~2018~~2019 using the ~~modified retrospective method.~~comparative reporting approach, which requires application of the new standard at the adoption date. The ASU requires the recognition of lease assets and lease liabilities within the balance sheet by lessees for operating leases, as well as requires additional disclosures in the condensed consolidated financial statements regarding the amount, timing, and uncertainty of cash flows arising from leases. The ASU does not significantly change the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee, nor does the ASU significantly change the accounting applied by a lessor. The adoption of the standard ~~did~~resulted in the recognition of right-of-use assets and corresponding lease liabilities for the Partnership's Santa Clara land lease, as well as its other operating leases, of $73.5 million and the addition of required disclosures; see Note 11. The Partnership elected not ~~have a material effect on~~to reassess: whether any expired or existing contracts are or contain leases; the ~~consolidated financial statements.~~lease classification of any expired or existing leases; and the initial direct costs for any existing leases.

(2) Interim Reporting:

The Partnership owns and operates eleven amusement parks, two separately gated outdoor water parks, one indoor water park and four hotels. The Partnership's ~~accounting policy as~~seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which they are open during weekends in September and, in most cases, October for Halloween events. 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. As a result, a substantial portion of ~~adopting ASU 2014-09~~the Partnership’s revenues from these parks are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. In 2019, six of the seasonal properties will be open an additional 20 to 25 days to include WinterFest, a holiday event operating during November and December showcasing holiday shows and festivities. Knott's Berry Farm continues to be open daily on a year-round basis. Castaway Bay is ~~discussed below:~~generally open daily from Memorial Day to Labor Day with an additional limited daily schedule for the balance of the year.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues from multi-use products are recognized over the estimated number of uses expected for each type of product; and 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; (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; and (c) all other costs are expensed as incurred or ratably over the entire year.

(3) Revenue ~~Recognition and related receivables and contract liabilities~~Recognition:

As disclosed within the unaudited condensed consolidated statements of operations and comprehensive income, revenues are generated from sales of (1) admission to the Partnership's 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 the Partnership's parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online ~~advanced purchase~~ transaction fees charged to customers are included in "Accommodations, extra-charge products and other".

The following table presents the Partnership's revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements, described below, for the periods presented:



	Three months ended
(In thousands)	March 31, 2019			March 25, 2018
In-park revenues	$	54,213		$	43,610
Out-of-park revenues	14,761			12,686
Concessionaire remittance	(1,997		)	(1,569		)
Net revenues	$	66,977		$	54,727

Due to the Partnership's highly seasonal operations, a substantial portion of the Partnership's revenues are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at the properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for 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. The Partnership does not typically provide for refunds or returns.

In some instances, the Partnership arranges with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and the Partnership acts as an agent, resulting in net revenue recorded within the ~~income statement.~~statement of operations. Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other" within the ~~income~~ statement of operations, are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are typically fixed. However, some sponsorship revenues are variable based on achievement of specified operating metrics. The Partnership estimates variable revenues and performs a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal.

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

Of the ~~$86.1~~$107.1 million of deferred revenue recorded as of January 1, ~~2018,~~2019, 88% was related to season-long products. The remainder was related to deferred online ~~advanced purchase~~ transaction fees charged to customers, advanced ticket sales, marina deposits, advanced resort reservations, and other deferred revenue. ~~Most deferred revenue outstanding as of January 1, 2018 will be recognized by December 31, 2018 with the exception of an immaterial amount of deferred revenue for prepaid products such as~~

~~gift cards and prepaid games cards.~~ During the ~~six~~three months ended ~~June 24, 2018,~~March 31, 2019, approximately ~~$35.8~~$6.2 million of the deferred revenue balance as of January 1, ~~2018~~2019 was recognized. The difference in the opening and closing balances of the Partnership's deferred revenue balance in the current period iswas attributable to additional season-long product sales during the first three months of 2019 for the ~~current year's~~2019 operating season, offset by revenue recognized during the first ~~six~~three months of ~~2018.~~2019.

Payment is due immediately on the transaction date for most products. The Partnership's receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products (and other select products for specific time periods), and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans ~~include~~vary in length from three ~~month, four month, six month and nine month plans.~~monthly installments to twelve monthly installments. Payment terms for billings are typically net 30 days. Receivables are highest in the peak summer months and the lowest in the winter months. The Partnership is not exposed to a significant concentration of customer credit risk. As of March 31, 2019, December 31, 2018 and March 25, 2018, the Partnership recorded a $3.9 million, $2.6 million and $3.7 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using the historical default rate adjusted for current period trends.

The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products.

Most deferred revenue from contracts with customers is classified as current within the balance sheet. However, a portion of deferred revenue from contracts with customers is classified as ~~long-term~~non-current during the third quarter related to season-long products sold in the current season for use in the subsequent season. Season-long products are sold beginning in August of the year preceding the operating season. Season-long products may be recognized 12 to 16 months after purchase depending on the date of sale. The Partnership estimates the number of uses expected outside of the next twelve months for each type of product and classifies the related deferred revenue as ~~long-term.~~non-current.

With the exception of the ~~long-term~~non-current deferred revenue described above, the Partnership's contracts with customers have an original duration of one year or less. For these short-term contracts, the Partnership uses the practical expedient, a relief provided in the accounting standard to simplify compliance, applicable to such contracts and has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue. Further, the Partnership has elected to recognize incremental costs of obtaining a contract as an expense when incurred as the amortization period of the asset would be less than one year. Lastly, the Partnership has elected not to adjust consideration for the effects of significant financing components in the form of installment purchase plans as the period between when the entity transfers the promised service to the customer and when the customer pays for that service does not exceed one year.

~~Reclassifications~~

Certain prior year prepaid supplies amounts of $1.0 million have been reclassified to inventory in the unaudited condensed consolidated balance sheet for the period ended June 25, 2017 to conform to fiscal 2018 presentation.

~~New Accounting Pronouncements~~

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. The ASU can be adopted using either the modified retrospective approach, which requires application of the new standard at the beginning of the earliest comparative period presented, or the alternative approach, which requires application of the new standard at the beginning of the standard's effective date. The Partnership expects to adopt this standard in the first quarter of 2019 using the alternative approach. While the Partnership is still in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures, the Partnership anticipates recognizing a right-of-use asset and corresponding lease liability on the consolidated balance sheet for the Santa Clara land lease, as well as other operating leases, upon adoption.

In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Comprehensive Income ("ASU 2018-02"). The ASU allows a reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for fiscal years after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period, and the amendments can be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Partnership elected to adopt ASU 2018-02 in the first quarter of 2018. The amendment was applied in the period of adoption and resulted in a $0.4 million reclassification from accumulated other comprehensive income to limited partners' equity during the first quarter ended March 25, 2018.

~~(2) Interim Reporting:~~

~~The Partnership owns and operates~~ ~~eleven~~ ~~amusement parks,~~ ~~two~~ ~~separately gated outdoor water parks,~~ ~~one~~ ~~indoor water park and~~ ~~four~~ hotels. The Partnership's seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which they are open during weekends in September and, in most cases, October for Halloween events. 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. As a result, a substantial portion of the Partnership’s revenues from these parks are generated during an approximate ~~130- to~~ ~~140~~-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. Five of the seasonal properties are open approximately 25 to 30 days to include WinterFest, a holiday event operating during November and December showcasing holiday shows and festivities. 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.

~~(3)~~(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 decline in expected future cash flows; a sustained, significant decline in equity price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the Partnership's condensed consolidated financial statements.

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. In the fourth quarter of 2017, the Partnership recorded a $7.6 million impairment charge based on information from ongoing marketing activities. The amount was recorded in "Loss on impairment / retirement of fixed assets, net" in the consolidated statement of operations and comprehensive income. The remaining Wildwater Kingdom acreage, reduced by acreage sold, is ~~classified as assets held-for-sale~~recorded within "Other Assets" in the unaudited condensed consolidated balance sheet ($9.0 million as of ~~June 24, 2018, $9.0 million as of~~March 31, 2019, December 31, ~~2017~~2018 and ~~$17.0 million as of June~~March 25, ~~2017)~~2018).

~~(4)~~(5) Goodwill and Other Intangible Assets:

Goodwill and other indefinite-lived intangible assets, including trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. As of ~~June 24, 2018,~~March 31, 2019, there were no indicators of impairment. The Partnership's annual testing date is the first day of the fourth quarter. There were no impairments for any period presented.

A summary of changes in the Partnership’s carrying value of goodwill for the ~~six~~three months ended ~~June 24,~~March 31, 2019 and March 25, 2018 ~~and June 25, 2017~~ is as follows:

(In thousands)
Goodwill
(gross)

Accumulated
Impairment
Losses

Goodwill
(net)
Balance at December 31, 2017 $ 263,698
$ (79,868 ) $ 183,830
Foreign currency translation (3,644 ) —
(3,644 )
Balance at June 24, 2018 $ 260,054
$ (79,868 ) $ 180,186

Balance at December 31, 2016 $ 259,528
$ (79,868 ) $ 179,660
Foreign currency translation 710
—
710
Balance at June 25, 2017 $ 260,238
$ (79,868 ) $ 180,370



(In thousands)	Goodwill (gross)			Accumulated Impairment Losses			Goodwill (net)
Balance as of December 31, 2018	$	258,587		$	(79,868	)	$	178,719
Foreign currency translation	1,220			—			1,220
Balance as of March 31, 2019	$	259,807		$	(79,868	)	$	179,939

Balance as of December 31, 2017	$	263,698		$	(79,868	)	$	183,830
Foreign currency translation	(1,539		)	—			(1,539		)
Balance as of March 25, 2018	$	262,159		$	(79,868	)	$	182,291

As of ~~June 24, 2018,~~March 31, 2019, December 31, ~~2017,~~2018, and ~~June~~March 25, ~~2017,~~2018, the Partnership’s other intangible assets consisted of the following:


(In thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
June 24, 2018
March 31, 2019
Other intangible assets:
Trade names	$	35,720	$	—		$	35,720	$	35,665	$	—		$	35,665
License / franchise agreements	3,357		(2,086		)	1,271		3,389		(2,412		)	977
Total other intangible assets	$	39,077	$	(2,086	)	$	36,991	$	39,054	$	(2,412	)	$	36,642

December 31, 2017
December 31, 2018
Other intangible assets:
Trade names	$	36,531	$	—		$	36,531	$	35,394	$	—		$	35,394
License / franchise agreements	3,360		(1,827		)	1,533		3,379		(2,397		)	982
Total other intangible assets	$	39,891	$	(1,827	)	$	38,064	$	38,773	$	(2,397	)	$	36,376

June 25, 2017
March 25, 2018
Other intangible assets:
Trade names	$	35,761	$	—		$	35,761	$	36,188	$	—		$	36,188
License / franchise agreements	3,308		(1,416		)	1,892		3,364		(1,842		)	1,522
Total other intangible assets	$	39,069	$	(1,416	)	$	37,653	$	39,552	$	(1,842	)	$	37,710

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 ~~June 24, 2018,~~March 31, 2019, December 31, ~~2017,~~2018, and ~~June~~March 25, ~~2017~~2018 consisted of the following:


(In thousands)	June 24, 2018			December 31, 2017			June 25, 2017			March 31, 2019			December 31, 2018			March 25, 2018

Revolving credit facility (due 2022)	$	25,000		$	—		$	—		$	120,000		$	—		$	40,000
Term debt ⁽¹⁾
April 2017 U.S. term loan averaging 3.54% (due 2017-2024)	735,000			735,000			750,000
April 2017 U.S. term loan averaging 4.25% YTD 2019; 3.83% in 2018; 3.77% YTD 2018 (due 2017-2024)										735,000			735,000			735,000
Notes
April 2017 U.S. fixed rate notes at 5.375% (due 2027)	500,000			500,000			500,000			500,000			500,000			500,000
June 2014 U.S. fixed rate notes at 5.375% (due 2024)	450,000			450,000			450,000			450,000			450,000			450,000
	1,710,000			1,685,000			1,700,000			1,805,000			1,685,000			1,725,000
Less current portion	(1,875		)	—			(7,500		)	(7,500		)	(5,625		)	—
	1,708,125			1,685,000			1,692,500			1,797,500			1,679,375			1,725,000
Less debt issuance costs and original issue discount	(23,793		)	(24,485		)	(24,609		)	(20,925		)	(21,807		)	(24,218		)
	$	1,684,332		$	1,660,515		$	1,667,891		$	1,776,575		$	1,657,568		$	1,700,782


(1)	The average interest ~~rate is calculated over the life of the instrument and does~~rates do not reflect the effect of interest rate swap agreements (see Note 6)7).

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 $7.7 million and debt premium payments of $15.5 million. Accordingly, the Partnership recorded a loss on early debt extinguishment of $23.1 million during 2017.

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

The senior secured revolving credit facility under the Amended 2017 Credit Agreement has a combined limit of $275 million with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bear interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. As of March 31, 2019, $120.0 million was outstanding under the revolving credit facility. The Amended 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities.

The April 2017 notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. Prior to April 15, 2020, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2014, the Partnership issued $450 million of 5.375% senior unsecured notes ("June 2014 notes"). The June 2014 notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed ~~together~~plus a

~~plus a "make-whole"~~"make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

The Amended 2017 Credit Agreement includes a Consolidated Leverage Ratio, which if breached for any reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA. As of ~~June 24, 2018,~~March 31, 2019, the Partnership was in compliance with this financial condition covenant and all other financial covenants under the Amended 2017 Credit Agreement.

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

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

~~(6)~~(7) 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 failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believes poses minimal credit risk. The Partnership does not use derivative financial instruments for trading purposes.

During the first quarter of 2016, the Partnership amended its four interest rate swap agreements to extend each of the maturities to December 31, 2020 and convert $500 million of variable-rate debt to a rate of 4.39%. During the second quarter of 2018, the Partnership entered into four additional interest rate swap agreements that convert the same notional amount to a rate of 4.63% for the period December 31, 2020 through December 31, 2023. None of the interest rate swap agreements are designated as hedging instruments. The fair market value of the swap portfolio was recorded inon the unaudited condensed consolidated balance sheets within ~~"Other Assets" as of June 24, 2018 and within~~ "Derivative Liability" as of March 31, 2019, December 31, ~~2017~~2018 and ~~June~~March 25, ~~2017~~2018 as follows:


(In thousands)	June 24, 2018		December 31, 2017			June 25, 2017			March 31, 2019			December 31, 2018			March 25, 2018
Derivatives not designated as hedging instruments:
Interest rate swaps	$	542	$	(8,722	)	$	(18,166	)	$	(13,083	)	$	(6,705	)	$	(2,730	)

Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" inwithin the unaudited condensed consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of AOCI prior to the de-designation are reclassified to earnings, and a corresponding realized gain or loss is recognized when the forecasted cash flow occurs. As a result of the first quarter 2016 amendments, the previously existing interest rate swap agreements were de-designated, and the amounts previously recorded in AOCI ~~for these agreements are being~~were amortized into earnings through the original December 31, 2018 maturity. ~~As of June 24, 2018, approximately $4.7 million of~~Therefore, all losses ~~remain~~ in AOCI related to the effective cash flow hedge contracts prior to de-designation ~~all~~have been reclassified into earnings as of ~~which will be reclassified to earnings within the next twelve months.~~December 31, 2018.

The ~~gains (losses)~~(gains) losses recognized in income on derivatives not designated as cash flow hedges were recorded in "Net effect of swaps" within the unaudited condensed consolidated statements of operations and comprehensive income ~~statement~~ for the periods presented as follows:


	Three months ended						Six months ended						Three months ended
(In thousands)	June 24, 2018			June 25, 2017			June 24, 2018			June 25, 2017			March 31, 2019		March 25, 2018
Change in fair market value	$	3,271		$	(2,003	)	$	9,264		$	60		$	6,379	$	(5,993	)
Amortization of amounts in AOCI	(2,365		)	(2,365		)	(4,730		)	(4,729		)	—		2,365
Net effect of swaps	$	906		$	(4,368	)	$	4,534		$	(4,669	)	$	6,379	$	(3,628	)

~~(7)~~(8) 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 ~~June 24, 2018,~~March 31, 2019, December 31, ~~2017,~~2018, and ~~June~~March 25, ~~2017~~2018 on a recurring basis as well as the fair values of other financial instruments:


(In thousands)	Unaudited Condensed Consolidated Balance Sheet Location	Fair Value Hierarchy Level	June 24, 2018						December 31, 2017						June 25, 2017						Unaudited Condensed Consolidated Balance Sheet Location	Fair Value Hierarchy Level	March 31, 2019						December 31, 2018						March 25, 2018
(In thousands)	Unaudited Condensed Consolidated Balance Sheet Location	Fair Value Hierarchy Level	Carrying Value			Fair Value			Carrying Value			Fair Value			Carrying Value			Fair Value			Unaudited Condensed Consolidated Balance Sheet Location	Fair Value Hierarchy Level	Carrying Value			Fair Value			Carrying Value			Fair Value			Carrying Value			Fair Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investments	Other current assets	Level 1	$	932		$	932		$	736		$	736		—			—			Other current assets	Level 1	$	492		$	492		$	511		$	511		$	901		$	901
Interest rate swaps	Other Assets (Derivative Liability)	Level 2	$	542		$	542		$	(8,722	)	$	(8,722	)	$	(18,166	)	$	(18,166	)	Derivative Liability	Level 2	$	(13,083	)	$	(13,083	)	$	(6,705	)	$	(6,705	)	$	(2,730	)	$	(2,730	)
Other financial assets (liabilities):
April 2017 term debt	Long-Term Debt⁽¹⁾	Level 2	$	(733,125	)	$	(736,791	)	$	(735,000	)	$	(742,350	)	$	(742,500	)	$	(747,141	)	Long-Term Debt⁽¹⁾	Level 2	$	(727,500	)	$	(723,863	)	$	(729,375	)	$	(707,494	)	$	(735,000	)	$	(740,513	)
April 2017 notes																					Long-Term Debt⁽¹⁾	Level 1⁽²⁾	$	(500,000	)	$	(505,000	)	$	(500,000	)	$	(475,000	)	$	(500,000	)	$	(494,375	)
June 2014 notes	Long-Term Debt⁽¹⁾	Level 1	$	(450,000	)	$	(451,125	)	$	(450,000	)	$	(469,125	)	$	(450,000	)	$	(475,875	)	Long-Term Debt⁽¹⁾	Level 1	$	(450,000	)	$	(457,875	)	$	(450,000	)	$	(441,000	)	$	(450,000	)	$	(455,625	)
April 2017 notes	Long-Term Debt⁽¹⁾	Level 1⁽²⁾	$	(500,000	)	$	(496,250	)	$	(500,000	)	$	(525,000	)	$	(500,000	)	$	(529,375	)


(1)	Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of ~~$23.8~~$20.9 million, ~~$24.5~~$21.8 million, and ~~$24.6~~$24.2 million as of ~~June 24, 2018,~~March 31, 2019, December 31, ~~2017,~~2018, and ~~June~~March 25, ~~2017,~~2018, respectively.


(2)	The April 2017 notes were based on Level 1 inputs as of ~~June 24,~~March 31, 2019 and December 31, 2018 and Level 2 inputs as of ~~December 31, 2017 and June~~March 25, ~~2017.~~2018.

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

As of December 31, 2017, the Partnership measured the remaining land at Wildwater Kingdom, one of the Partnership's separately gated outdoor water parks which ceased operations in 2016, at fair value less cost to sell based on Level 3 unobservable market input. In the fourth quarter of 2017, the Partnership recorded a $7.6 million impairment charge based on information from ongoing marketing activities. This amount was recorded in "Loss on impairment / retirement of fixed assets, net" in the consolidated statement of operations and comprehensive income.

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 ~~June 24,~~March 31, 2019, December 31, 2018 or ~~June~~March 25, ~~2017.~~2018.

~~(8)~~

(9) Earnings per Unit:

Net ~~income (loss)~~loss per limited partner unit is calculated based on the following unit amounts:

Three months ended Six months ended
6/24/2018 6/25/2017 6/24/2018 6/25/2017
(In thousands, except per unit amounts)
Basic weighted average units outstanding 56,231
56,076
56,192
56,025
Effect of dilutive units:
Deferred units 46
40
—
—
Restricted units 277
288
—
—
Unit options 173
194
—
—
Diluted weighted average units outstanding 56,727
56,598
56,192
56,025
Net income (loss) per unit - basic $ 0.34
$ 0.56
$ (1.14 ) $ (0.60 )
Net income (loss) per unit - diluted $ 0.34
$ 0.55
$ (1.14 ) $ (0.60 )



	Three months ended
	3/31/2019			3/25/2018
	(In thousands, except per unit amounts)
Basic weighted average units outstanding	56,310			56,150
Diluted weighted average units outstanding	56,310			56,150
Net loss per unit - basic	$	(1.49	)	$	(1.49	)
Net loss per unit - diluted	$	(1.49	)	$	(1.49	)

~~(9)~~(10) Income and Partnership Taxes:

Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership is 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.

~~As of the end of the second quarter of 2018, the Partnership has recorded $0.7 million of~~The Partnership's unrecognized tax benefits, including accrued interest ~~and/or~~and penalties, ~~related to state and local tax filing positions.~~were not material in any period presented. The Partnership recognizes interest ~~and/or~~and penalties related to unrecognized tax benefits ~~in the~~as income tax ~~provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.~~

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act"), was signed into law. The Act includes numerous tax law changes, including a reduction in the federal corporate income tax rate from 35% to 21%. The change in tax rates necessitated the remeasurement of deferred tax balances that are expected to reverse following enactment using the applicable tax rates. As a result of the remeasurement of the net deferred tax liability, the Partnership realized a $49.2 million deferred tax benefit during the fourth quarter of 2017. The amounts recorded to reflect the effects of the Act were and remain provisional and are subject to change in accordance with SAB 118. The Partnership expects to complete these calculations and record the final effects of the Act before the end of the fourth quarter of 2018.expense.

~~(10)~~(11) Lease Commitments and Contingencies:

The Partnership has commitments under various operating leases at its parks. The most significant lease commitment is for the land on which California's Great America is located in the City of Santa Clara, which has an initial term through 2039 with renewal options through 2074. During November 2018, the Partnership exercised its right of first refusal under the Santa Clara land lease to purchase the land at California's Great America from the lessor, the City of Santa Clara, for $150 million. On April 26, 2019, the Partnership entered into a purchase agreement to acquire the land. The Partnership is evaluating different options to finance the purchase and expects to close the transaction during the second quarter of 2019. Following the purchase, the Partnership anticipates its remaining operating lease commitments will be immaterial to the condensed consolidated financial statements.

As of March 31, 2019, prior to the pending acquisition of the land, the Partnership was reasonably certain to exercise renewal options under the Santa Clara land lease through the initial term, or 2039. The lease includes a fixed fee component and a variable fee component based on gross revenues. The right-of-use asset and lease liability only includes the fixed fee component. The discount rate used to calculate the right-of-use asset and lease liability as of the adoption date of the new lease standard, or January 1, 2019, represented the incremental borrowing rate if the Partnership was to acquire the land on that date. The Partnership subleases a portion of the Santa Clara land lease, specifically a portion of the parking lot, to the Santa Clara Stadium Authority which provides for certain parking rights during Levi's Stadium events. The sublease is effective through the life of the stadium, or approximately 25 years, from the opening of the stadium through 2039. The lease payments were prepaid and the corresponding sublease income is being recognized over the life of the stadium.

The Partnership has also entered into various operating leases at its parks for office space, office equipment, vehicles, and revenue-generating assets. These lease commitments are immaterial to the condensed consolidated financial statements. As a practical expedient, the Partnership recognizes lease payments for short-term leases in the statement of operations on a straight-line basis over the lease term and has elected to not separate lease components from non-lease components.

The Partnership's total lease cost and related supplemental information as of March 31, 2019 were as follows:



(In thousands, except for lease term and discount rate)	March 31, 2019
Operating lease expense	$	1,976
Variable lease expense	72
Short-term lease expense	583
Sublease income	(122		)
Total lease cost	$	2,509

Weighted-average remaining lease term	19.9 years
Weighted-average discount rate	5.0		%
Operating cash flows for operating leases	$	1,794
Leased assets obtained in exchange for new operating lease liabilities (non-cash activity)	$	74

Lease expense, which includes short-term rentals for equipment and machinery, for the three months ended March 25, 2018 totaled $3.3 million.

Future undiscounted cash flows under the Partnership's operating leases and a reconciliation to the operating lease liabilities recognized as of March 31, 2019 were as follows:



(In thousands)	March 31, 2019
Undiscounted cash flows
Remainder of 2019	$	5,836
2020	6,580
2021	5,802
2022	5,463
2023	5,374
Thereafter	85,691
Total	$	114,746

Present value of cash flows
Current lease liability	$	7,359
Lease Liability	65,399
Total	$	72,758

Difference between undiscounted cash flows and discounted cash flows	$	41,988

Contingencies

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the Partnership's financial statements.

~~(11)~~(12) Changes in Accumulated Other Comprehensive Income by Component:

The following ~~tables reflect~~table reflects the changes in accumulated other comprehensive income (loss) related to limited partners' equity for the three months ended ~~June 24, 2018~~March 31, 2019 and ~~June~~March 25, ~~2017:~~2018:



(In thousands)	Foreign Currency Translation			Cash Flow Hedging Derivative Activity			Total
Balance as of December 31, 2017	$	4,042		$	(7,975	)	$	(3,933	)
Other comprehensive income before reclassifications, net of tax $1,145	4,604			—			4,604
Amounts reclassified from accumulated other comprehensive income, net of tax ($347)	—			2,018			2,018
Reclassification of stranded tax effect	—			(391		)	(391		)
Balance as of March 25, 2018	$	8,646		$	(6,348	)	$	2,298

Balance as of December 31, 2018	$	21,282		$	—		$	21,282
Other comprehensive income before reclassifications, net of tax ($874)	(3,050		)	—			(3,050		)
Balance as of March 31, 2019	$	18,232		$	—		$	18,232

Changes in Accumulated Other Comprehensive Income by Component
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at March 25, 2018 $ (6,348 ) $ 8,646
$ 2,298

Other comprehensive income before reclassifications, net of tax $1,157 —
6,662
6,662

Amounts reclassified from accumulated other comprehensive income, net of tax ($249) 2,116
—
2,116

Net other comprehensive income 2,116
6,662
8,778

Balance at June 24, 2018 $ (4,232 ) $ 15,308
$ 11,076

Changes in Accumulated Other Comprehensive Income by Component
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at March 26, 2017 $ (13,956 ) $ 18,231
$ 4,275

Other comprehensive income before reclassifications —
(1,282 ) (1,282 )

Amounts reclassified from accumulated other comprehensive income, net of tax ($371) 1,993
—
1,993

Net other comprehensive income 1,993
(1,282 ) 711

Balance at June 25, 2017 $ (11,963 ) $ 16,949
$ 4,986

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
6/24/2018

Three months ended
6/25/2017

Interest rate contracts $ 2,365
$ 2,364
Net effect of swaps
Provision for taxes (249 ) (371 ) Provision (benefit) for taxes
Losses on cash flow hedges $ 2,116
$ 1,993
Net of tax

~~The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the six months ended June 24, 2018 and June 25, 2017:~~

Changes in Accumulated Other Comprehensive Income by Component
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at December 31, 2017 $ (7,975 ) $ 4,042
$ (3,933 )

Other comprehensive income before reclassifications, net of tax $2,302 —
11,266
11,266

Amounts reclassified from accumulated other comprehensive income, net of tax ($596) 4,134
—
4,134

Net other comprehensive income 4,134
11,266
15,400

Reclassification of stranded tax effect (391 ) —
(391 )

Balance at June 24, 2018 $ (4,232 ) $ 15,308
$ 11,076

Changes in Accumulated Other Comprehensive Income by Component
(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 —
(1,942 ) (1,942 )

Amounts reclassified from accumulated other comprehensive income, net of tax ($742) 3,987
—
3,987

Net other comprehensive income 3,987
(1,942 ) 2,045

Balance at June 25, 2017 $ (11,963 ) $ 16,949
$ 4,986

														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)	Six months ended 6/24/2018			Six months ended 6/25/2017				Affected Income Statement Location	Three months ended
AOCI Component								Affected Income Statement Location	March 31, 2019		March 25, 2018
Interest rate contracts	$	4,730		$	4,729		Net effect of swaps	Net effect of swaps	$	—	$	2,365
Provision for taxes	(596		)	(742		)	Provision (benefit) for taxes	Benefit for taxes	—		(347		)
Losses on cash flow hedges	$	4,134		$	3,987		Net of tax	Net of tax	$	—	$	2,018

~~(12)~~

(13) Consolidating Financial Information of Guarantors and Issuers of June 2014 Notes:

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the Partnership's June 2014 Notes (see Note 5)6). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the Partnership's senior secured credit facilities. There are no non-guarantor subsidiaries.

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~June 24, 2018~~March 31, 2019

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	38,934	$	21,874	$	(689	)	$	60,119		$	—		$	—	$	24,305	$	36,437	$	(470	)	$	60,272
Receivables	—			1,198		66,120		869,175		(851,114		)	85,379			—			1,765		33,390		931,790		(922,614		)	44,331
Inventories	—			—		3,821		43,179		—			47,000			—			—		2,553		40,076		—			42,629
Other current assets	398			3,293		2,429		36,476		(1,952		)	40,644			73			7,158		10,382		34,569		(13,869		)	38,313
	398			4,491		111,304		970,704		(853,755		)	233,142			73			8,923		70,630		1,042,872		(936,953		)	185,545
Property and Equipment, net	—			819		174,962		1,443,217		—			1,618,998			—			794		182,520		1,463,440		—			1,646,754
Investment in Park	476,659			1,009,725		243,201		186,540		(1,916,125		)	—			489,463			1,076,487		257,859		188,484		(2,012,293		)	—
Goodwill	674			—		59,907		119,605		—			180,186			674			—		59,660		119,605		—			179,939
Other Intangibles, net	—			—		13,362		23,629		—			36,991			—			—		13,302		23,340		—			36,642
Deferred Tax Asset																—			18,310		—		—		(18,310		)	—
Right-of-Use Asset																—			—		31		72,563		—			72,594
Other Assets	74			467		38		9,320		—			9,899			—			—		37		10,959		—			10,996
	$	477,805		$	1,015,502	$	602,774	$	2,753,015	$	(2,769,880	)	$	2,079,216		$	490,210		$	1,104,514	$	584,039	$	2,921,263	$	(2,967,556	)	$	2,132,470
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	328	$	—	$	1,547	$	—		$	1,875		$	—		$	1,313	$	—	$	6,187	$	—		$	7,500
Accounts payable	542,730			313,605		5,069		39,950		(851,803		)	49,551			593,593			331,881		2,779		42,085		(923,084		)	47,254
Deferred revenue	—			—		20,950		190,223		—			211,173			—			500		11,009		139,827		—			151,336
Accrued interest	137			92		1,571		7,465		—			9,265			4			2		8,033		12,847		—			20,886
Accrued taxes	1,453			—		3,668		9,571		(1,952		)	12,740			1,111			—		—		22,641		(13,869		)	9,883
Accrued salaries, wages and benefits	—			23,837		2,391		—		—			26,228			—			13,087		909		—		—			13,996
Self-insurance reserves	—			10,355		1,482		13,435		—			25,272			—			9,602		1,441		12,536		—			23,579
Other accrued liabilities	3,556			7,014		670		13,155		—			24,395			3,201			4,297		148		12,099		—			19,745
	547,876			355,231		35,801		275,346		(853,755		)	360,499			597,909			360,682		24,319		248,222		(936,953		)	294,179
Deferred Tax Liability	—			22		11,507		81,945		—			93,474			—			—		13,312		87,516		(18,310		)	82,518
Derivative Liability																1,899			11,184		—		—		—			13,083
Lease Liability																—			—		20		65,379		—			65,399
Other Liabilities	—			839		—		10,143		—			10,982			—			547		—		9,767		—			10,314
Long-Term Debt:
Revolving credit loans	—			—		—		25,000		—			25,000			—			—		—		120,000		—			120,000
Term debt	—			127,075		—		595,111		—			722,186			—			126,250		—		591,918		—			718,168
Notes	—			—		445,790		491,356		—			937,146			—			—		446,339		492,068		—			938,407
	—			127,075		445,790		1,111,467		—			1,684,332			—			126,250		446,339		1,203,986		—			1,776,575

Equity	(70,071		)	532,335		109,676		1,274,114		(1,916,125		)	(70,071		)	(109,598		)	605,851		100,049		1,306,393		(2,012,293		)	(109,598		)
	$	477,805		$	1,015,502	$	602,774	$	2,753,015	$	(2,769,880	)	$	2,079,216		$	490,210		$	1,104,514	$	584,039	$	2,921,263	$	(2,967,556	)	$	2,132,470

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2017~~2018

(In thousands)


	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total		Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	85,758	$	81,582	$	(1,095	)	$	166,245	$	—	$	—	$	73,326	$	32,715	$	(692	)	$	105,349
Receivables	—		1,184		15,574		857,205		(836,241		)	37,722		—		1,093		34,497		938,397		(922,469		)	51,518
Inventories	—		—		1,891		27,828		—			29,719		—		—		2,135		28,618		—			30,753
Other current assets	164		28,297		3,454		10,983		(29,601		)	13,297		179		1,411		5,462		10,544		(5,007		)	12,589
	164		29,481		106,677		977,598		(866,937		)	246,983		179		2,504		115,420		1,010,274		(928,168		)	200,209
Property and Equipment, net	—		835		181,673		1,403,264		—			1,585,772		—		802		172,344		1,426,292		—			1,599,438
Investment in Park	588,684		1,045,640		238,132		234,238		(2,106,694		)	—		601,706		1,182,345		262,462		218,575		(2,265,088		)	—
Goodwill	674		—		63,551		119,605		—			183,830		674		—		58,440		119,605		—			178,719
Other Intangibles, net	—		—		14,177		23,887		—			38,064		—		—		13,030		23,346		—			36,376
Deferred Tax Asset	—		20,956		—		—		(20,956		)	—		—		18,224		—		—		(18,224		)	—
Other Assets	—		—		40		9,470		—			9,510		—		—		36		9,405		—			9,441
	$	589,522	$	1,096,912	$	604,250	$	2,768,062	$	(2,994,587	)	$	2,064,159	$	602,559	$	1,203,875	$	621,732	$	2,807,497	$	(3,211,480	)	$	2,024,183
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt														$	—	$	984	$	—	$	4,641	$	—		$	5,625
Accounts payable	$	497,558	$	344,410	$	1,379	$	18,610	$	(837,336	)	$	24,621	565,472		359,953		2,430		18,620		(923,161		)	23,314
Deferred revenue	—		—		6,237		79,894		—			86,131		—		—		8,460		98,614		—			107,074
Accrued interest	27		18		2,055		6,024		—			8,124		1		1		2,054		5,871		—			7,927
Accrued taxes	352		—		—		73,224		(29,601		)	43,975		443		6,668		—		27,487		(5,007		)	29,591
Accrued salaries, wages and benefits	—		17,498		1,242		—		—			18,740		—		17,552		1,234		—		—			18,786
Self-insurance reserves	—		10,947		1,618		12,542					25,107		—		10,214		1,433		12,374					24,021
Other accrued liabilities	3,406		5,094		157		10,139		—			18,796		3,318		4,903		136		10,024		—			18,381
	501,343		377,967		12,688		200,433		(866,937		)	225,494		569,234		400,275		15,747		177,631		(928,168		)	234,719
Deferred Tax Liability	—		—		13,809		81,945		(20,956		)	74,798		—		—		12,425		87,516		(18,224		)	81,717
Derivative Liability	5,233		3,489		—		—		—			8,722		909		5,796		—		—		—			6,705
Other Liabilities	—		873		—		10,811		—			11,684		—		1,169		—		9,889		—			11,058
Long-Term Debt:
Term debt	—		127,437		—		596,351		—			723,788		—		126,525		—		592,982		—			719,507
Notes	—		—		445,156		491,571		—			936,727		—		—		446,241		491,820		—			938,061
	—		127,437		445,156		1,087,922		—			1,660,515		—		126,525		446,241		1,084,802		—			1,657,568

Equity	82,946		587,146		132,597		1,386,951		(2,106,694		)	82,946		32,416		670,110		147,319		1,447,659		(2,265,088		)	32,416
	$	589,522	$	1,096,912	$	604,250	$	2,768,062	$	(2,994,587	)	$	2,064,159	$	602,559	$	1,203,875	$	621,732	$	2,807,497	$	(3,211,480	)	$	2,024,183

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~June~~March 25, ~~2017~~2018

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	49,488	$	52,298	$	(703	)	$	101,083		$	—		$	—	$	25,073	$	22,114	$	(4,299	)	$	42,888
Receivables	—			1,285		37,080		778,142		(733,130		)	83,377			—			1,232		74,787		785,879		(831,103		)	30,795
Inventories	—			—		3,688		40,597		—			44,285			—			—		2,493		37,810		—			40,303
Other current assets	376			374		2,707		31,465		(1,358		)	33,564			69			1,922		2,459		35,895		(347		)	39,998
	376			1,659		92,963		902,502		(735,191		)	262,309			69			3,154		104,812		881,698		(835,749		)	153,984
Property and Equipment, net	—			851		176,352		1,431,423		—			1,608,626			—			827		180,303		1,439,969		—			1,621,099
Investment in Park	399,003			866,792		207,621		157,018		(1,630,434		)	—			485,489			967,791		234,220		203,857		(1,891,357		)	—
Goodwill	674			—		60,090		119,606		—			180,370			674			—		62,012		119,605		—			182,291
Other Intangibles, net	—			—		13,409		24,244		—			37,653			—			—		13,834		23,876		—			37,710
Deferred Tax Asset	—			22,137		—		—		(22,137		)	—			—			7,150		—		—		(7,150		)	—
Other Assets	—			2,000		107		18,392		—			20,499			—			—		39		9,468		—			9,507
	$	400,053		$	893,439	$	550,542	$	2,653,185	$	(2,387,762	)	$	2,109,457		$	486,232		$	978,922	$	595,220	$	2,678,473	$	(2,734,256	)	$	2,004,591
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	1,310	$	—	$	6,190	$	—		$	7,500
Accounts payable	445,741			292,715		4,514		36,237		(733,833		)	45,374			$	531,176		$	302,858	$	1,806	$	39,374	$	(835,402	)	$	39,812
Deferred revenue	—			—		20,046		173,292		—			193,338			—			—		8,033		116,480		—			124,513
Accrued interest	346			230		1,668		7,491		—			9,735			215			143		7,634		13,127		—			21,119
Accrued taxes	724			12,079		—		18,907		(1,358		)	30,352			883			—		463		9,177		(347		)	10,176
Accrued salaries, wages and benefits	—			22,918		2,037		—		—			24,955			—			13,777		736		—		—			14,513
Self-insurance reserves	—			11,900		1,448		13,512		—			26,860			—			10,438		1,543		12,830		—			24,811
Other accrued liabilities	2,982			3,979		808		8,937		—			16,706			3,283			5,249		268		9,436		—			18,236
	449,793			345,131		30,521		264,566		(735,191		)	354,820			535,557			332,465		20,483		200,424		(835,749		)	253,180
Deferred Tax Liability	—			—		13,584		125,350		(22,137		)	116,797			—			—		12,664		81,945		(7,150		)	87,459
Derivative Liability	10,900			7,266		—		—		—			18,166			1,638			1,092		—		—		—			2,730
Other Liabilities	—			1,262		—		11,161		—			12,423			—			705		—		10,698		—			11,403
Long-Term Debt:
Revolving credit loans																—			—		—		40,000		—			40,000
Term debt	—			128,533		—		602,725		—			731,258			—			127,350		—		596,175		—			723,525
Notes	—			—		445,062		491,571		—			936,633			—			—		445,458		491,799		—			937,257
	—			128,533		445,062		1,094,296		—			1,667,891			—			127,350		445,458		1,127,974		—			1,700,782

Equity	(60,640		)	411,247		61,375		1,157,812		(1,630,434		)	(60,640		)	(50,963		)	517,310		116,615		1,257,432		(1,891,357		)	(50,963		)
	$	400,053		$	893,439	$	550,542	$	2,653,185	$	(2,387,762	)	$	2,109,457		$	486,232		$	978,922	$	595,220	$	2,678,473	$	(2,734,256	)	$	2,004,591

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended ~~June 24, 2018~~March 31, 2019

(In thousands)


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

Net revenues	$	23,937		$	91,527		$	29,648		$	360,832	$	(125,628	)	$	380,316		$	(15,642	)	$	3,285		$	296		$	59,905		$	19,133		$	66,977
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			3,184			31,834		—			35,018			—			—			52			7,597			—			7,649
Operating expenses	—			93,036			14,254			185,755		(125,628		)	167,417			—			48,172			5,711			25,189			19,133			98,205
Selling, general and administrative	926			15,638			3,556			33,921		—			54,041			1,439			14,552			1,018			14,657			—			31,666
Depreciation and amortization	—			8			5,940			46,271		—			52,219			—			8			—			13,581			—			13,589
Loss on impairment / retirement of fixed assets, net	—			—			27			3,345		—			3,372			—			—			10			1,414			—			1,424
Gain on sale of investment																		—			(617		)	—			—			—			(617		)
	926			108,682			26,961			301,126		(125,628		)	312,067			1,439			62,115			6,791			62,438			19,133			151,916
Operating income (loss)	23,011			(17,155		)	2,687			59,706		—			68,249
Operating loss																		(17,081		)	(58,830		)	(6,495		)	(2,533		)	—			(84,939		)
Interest expense, net	5,736			4,592			6,068			4,886		—			21,282			6,391			5,030			5,713			3,553			—			20,687
Net effect of swaps	(324		)	(582		)	—			—		—			(906		)	991			5,388			—			—			—			6,379
Loss on foreign currency	—			62			14,922			—		—			14,984
Gain on foreign currency																		—			(11		)	(8,658		)	—			—			(8,669		)
Other (income) expense	64			(22,751		)	932			21,671		—			(84		)	59			(11,506		)	1,099			10,670			—			322
(Income) loss from investment in affiliates	(4,198		)	(2,531		)	(8,982		)	13,602		2,109			—
Income (loss) before taxes	21,733			4,055			(10,253		)	19,547		(2,109		)	32,973
Loss from investment in affiliates																		58,449			14,659			4,603			6,190			(83,901		)	—
Loss before taxes																		(82,971		)	(72,390		)	(9,252		)	(22,946		)	83,901			(103,658		)
Provision (benefit) for taxes	2,490			(143		)	3,346			8,037		—			13,730			702			(13,939		)	(3,059		)	(3,689		)	—			(19,985		)
Net income (loss)	$	19,243		$	4,198		$	(13,599	)	$	11,510	$	(2,109	)	$	19,243
Other comprehensive income, (net of tax):
Net loss																		$	(83,673	)	$	(58,451	)	$	(6,193	)	$	(19,257	)	$	83,901		$	(83,673	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	6,662			—			6,662			—		(6,662		)	6,662			(3,050		)	—			(3,050		)	—			3,050			(3,050		)
Unrealized gain on cash flow hedging derivatives	2,116			727			—			—		(727		)	2,116
Other comprehensive income, (net of tax)	8,778			727			6,662			—		(7,389		)	8,778
Total comprehensive income (loss)	$	28,021		$	4,925		$	(6,937	)	$	11,510	$	(9,498	)	$	28,021
Other comprehensive income (loss), (net of tax)																		(3,050		)	—			(3,050		)	—			3,050			(3,050		)
Total comprehensive loss																		$	(86,723	)	$	(58,451	)	$	(9,243	)	$	(19,257	)	$	86,951		$	(86,723	)

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended ~~June~~March 25, ~~2017~~2018

(In thousands)

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

Net revenues $ 28,811
$ 93,601
$ 27,825
$ 377,266
$ (134,705 ) $ 392,798
Costs and expenses:
Cost of food, merchandise, and games revenues —
—
2,834
31,415
—
34,249
Operating expenses —
88,841
12,770
193,474
(134,705 ) 160,380
Selling, general and administrative 1,033
15,111
3,307
32,409
—
51,860
Depreciation and amortization —
9
5,011
45,792
—
50,812
Loss on impairment / retirement of fixed assets, net —
—
10
174
—
184
1,033
103,961
23,932
303,264
(134,705 ) 297,485
Operating income (loss) 27,778
(10,360 ) 3,893
74,002
—
95,313
Interest expense, net 5,259
4,280
6,260
6,105
—
21,904
Net effect of swaps 2,590
1,778
—
—
—
4,368
Loss on early debt extinguishment 11,773
8,188
198
2,956
—
23,115
Gain on foreign currency —
—
(3,183 ) —
—
(3,183 )
Other (income) expense 63
(14,683 ) 820
13,800
—
—
Income from investment in affiliates (24,802 ) (31,496 ) (11,890 ) (11,367 ) 79,555
—
Income before taxes 32,895
21,573
11,688
62,508
(79,555 ) 49,109
Provision (benefit) for taxes 1,527
(3,230 ) 317
19,127
—
17,741
Net income $ 31,368
$ 24,803
$ 11,371
$ 43,381
$ (79,555 ) $ 31,368
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment (1,282 ) —
(1,282 ) —
1,282
(1,282 )
Unrealized gain on cash flow hedging derivatives 1,993
606
—
—
(606 ) 1,993
Other comprehensive income (loss), (net of tax) 711
606
(1,282 ) —
676
711
Total comprehensive income $ 32,079
$ 25,409
$ 10,089
$ 43,381
$ (78,879 ) $ 32,079

~~CEDAR FAIR, L.P.~~

~~UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~For the Six Months Ended June 24, 2018~~

~~(In thousands)~~

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

Net revenues $ 13,170
$ 92,381
$ 29,919
$ 410,619
$ (111,046 ) $ 435,043
Costs and expenses:
Cost of food, merchandise, and games revenues —
—
3,184
37,837
—
41,021
Operating expenses —
135,707
19,970
211,614
(111,046 ) 256,245
Selling, general and administrative 1,685
30,088
4,236
46,714
—
82,723
Depreciation and amortization —
16
5,940
51,784
—
57,740
Loss on impairment / retirement of fixed assets, net —
—
67
4,645
—
4,712
1,685
165,811
33,397
352,594
(111,046 ) 442,441
Operating income (loss) 11,485
(73,430 ) (3,478 ) 58,025
—
(7,398 )
Interest expense, net 10,640
8,959
11,651
9,568
—
40,818
Net effect of swaps (2,531 ) (2,003 ) —
—
—
(4,534 )
Loss on early debt extinguishment —
187
—
886
—
1,073
Loss on foreign currency —
21
25,057
—
—
25,078
Other (income) expense 123
(32,555 ) 1,786
30,439
—
(207 )
(Income) loss from investment in affiliates 64,330
26,284
(5,069 ) 34,187
(119,732 ) —
Loss before taxes (61,077 ) (74,323 ) (36,903 ) (17,055 ) 119,732
(69,626 )
Provision (benefit) for taxes 3,080
(9,994 ) (2,716 ) 4,161
—
(5,469 )
Net loss $ (64,157 ) $ (64,329 ) $ (34,187 ) $ (21,216 ) $ 119,732
$ (64,157 )
Other comprehensive income, (net of tax):
Foreign currency translation adjustment 11,266
—
11,266
—
(11,266 ) 11,266
Unrealized gain on cash flow hedging derivatives 4,134
1,357
—
—
(1,357 ) 4,134
Other comprehensive income, (net of tax) 15,400
1,357
11,266
—
(12,623 ) 15,400
Total comprehensive loss $ (48,757 ) $ (62,972 ) $ (22,921 ) $ (21,216 ) $ 107,109
$ (48,757 )

~~CEDAR FAIR, L.P.~~

~~UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~For the Six Months Ended June 25, 2017~~

~~(In thousands)~~


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

Net revenues	$	22,673		$	93,310		$	28,178		$	422,562		$	(125,607	)	$	441,116		$	(10,767	)	$	854		$	271		$	49,787		$	14,582		$	54,727
Costs and expenses:
Cost of food, merchandise, and games revenues	—			—			2,834			36,895			—			39,729			—			—			—			6,003			—			6,003
Operating expenses	—			129,433			18,074			222,769			(125,607		)	244,669			—			42,671			5,716			25,859			14,582			88,828
Selling, general and administrative	1,927			29,606			4,053			43,893			—			79,479			759			14,450			680			12,793			—			28,682
Depreciation and amortization	—			17			5,013			51,147			—			56,177			—			8			—			5,513			—			5,521
Loss on impairment / retirement of fixed assets, net	—			—			455			1,255			—			1,710			—			—			40			1,300			—			1,340
	1,927			159,056			30,429			355,959			(125,607		)	421,764			759			57,129			6,436			51,468			14,582			130,374
Operating income (loss)	20,746			(65,746		)	(2,251		)	66,603			—			19,352
Operating loss																			(11,526		)	(56,275		)	(6,165		)	(1,681		)	—			(75,647		)
Interest expense, net	13,428			9,588			12,165			5,605			—			40,786			4,904			4,367			5,583			4,682			—			19,536
Net effect of swaps	2,740			1,929			—			—			—			4,669			(2,207		)	(1,421		)	—			—			—			(3,628		)
Loss on early debt extinguishment	11,773			8,188			198			2,956			—			23,115			—			187			—			886			—			1,073
Gain on foreign currency	—			—			(5,854		)	—			—			(5,854		)
Loss (gain) on foreign currency																			—			(41		)	10,135			—			—			10,094
Other (income) expense	125			(29,947		)	1,477			28,345			—			—			59			(9,804		)	854			8,768			—			(123		)
(Income) loss from investment in affiliates	23,864			(10,892		)	(7,546		)	(270		)	(5,156		)	—
Income (loss) before taxes	(31,184		)	(44,612		)	(2,691		)	29,967			5,156			(43,364		)
Loss from investment in affiliates																			68,528			28,815			3,913			20,585			(121,841		)	—
Loss before taxes																			(82,810		)	(78,378		)	(26,650		)	(36,602		)	121,841			(102,599		)
Provision (benefit) for taxes	2,202			(20,749		)	(2,959		)	11,528			—			(9,978		)	590			(9,851		)	(6,062		)	(3,876		)	—			(19,199		)
Net income (loss)	$	(33,386	)	$	(23,863	)	$	268		$	18,439		$	5,156		$	(33,386	)
Net loss																			$	(83,400	)	$	(68,527	)	$	(20,588	)	$	(32,726	)	$	121,841		$	(83,400	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	(1,942		)	—			(1,942		)	—			1,942			(1,942		)	4,604			—			4,604			—			(4,604		)	4,604
Unrealized gain on cash flow hedging derivatives	3,987			1,211			—			—			(1,211		)	3,987
Cash flow hedging derivative activity																			2,018			630			—			—			(630		)	2,018
Other comprehensive income (loss), (net of tax)	2,045			1,211			(1,942		)	—			731			2,045			6,622			630			4,604			—			(5,234		)	6,622
Total comprehensive income (loss)	$	(31,341	)	$	(22,652	)	$	(1,674	)	$	18,439		$	5,887		$	(31,341	)
Total comprehensive loss																			$	(76,778	)	$	(67,897	)	$	(15,984	)	$	(32,726	)	$	116,607		$	(76,778	)

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Six~~Three Months Ended ~~June 24, 2018~~March 31, 2019

(In thousands)


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

NET CASH FROM (FOR) OPERATING ACTIVITIES	$	56,049		$	48,573		$	2,897		$	(21,498	)	$	(256	)	$	85,765		$	24,410		$	(6,580	)	$	(6,077	)	$	(68,489	)	$	(6	)	$	(56,742	)
CASH FLOWS FOR INVESTING ACTIVITIES
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			(37,892		)	31,123			6,769			—			—			—			—			(1,585		)	1,585			—
Proceeds from returns on investments																			—			38,030			—			—			(38,030		)	—
Proceeds from sale of investment																			—			617			—			—			—			617
Capital expenditures	—			—			(8,495		)	(92,142		)	—			(100,637		)	—			—			(7,193		)	(46,204		)	—			(53,397		)
Net cash for investing activities	—			—			(46,387		)	(61,019		)	6,769			(100,637		)
Net cash from (for) investing activities																			—			38,647			(7,193		)	(47,789		)	(36,445		)	(52,780		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Intercompany payables (payments) receipts	45,171			(38,402		)	—			—			(6,769		)	—			28,152			(26,567		)	—			—			(1,585		)	—
Payments for returns of capital																			—			—			(38,030		)	—			38,030			—
Net borrowings on revolving credit loans	—			—			—			25,000			—			25,000			—			—			—			120,000			—			120,000
Distributions paid to partners	(101,220		)	—			—			—			662			(100,558		)	(52,562		)	—			—			—			228			(52,334		)
Payment of debt issuance costs and original issue discount	—			(321		)	—			(2,191		)	—			(2,512		)
Exercise of limited partnership unit options	—			125			—			—			—			125
Tax effect of units involved in treasury unit transactions	—			(3,045		)	—			—			—			(3,045		)	—			(1,421		)	—			—			—			(1,421		)
Payments related to tax withholding for equity compensation	—			(6,930		)	—			—			—			(6,930		)	—			(4,079		)	—			—			—			(4,079		)
Net cash from (for) financing activities	(56,049		)	(48,573		)	—			22,809			(6,107		)	(87,920		)	(24,410		)	(32,067		)	(38,030		)	120,000			36,673			62,166
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(3,334		)	—			—			(3,334		)	—			—			2,279			—			—			2,279
CASH AND CASH EQUIVALENTS
Net decrease for the period	—			—			(46,824		)	(59,708		)	406			(106,126		)
Net increase (decrease) for the period																			—			—			(49,021		)	3,722			222			(45,077		)
Balance, beginning of period	—			—			85,758			81,582			(1,095		)	166,245			—			—			73,326			32,715			(692		)	105,349
Balance, end of period	$	—		$	—		$	38,934		$	21,874		$	(689	)	$	60,119		$	—		$	—		$	24,305		$	36,437		$	(470	)	$	60,272

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Six~~Three Months Ended ~~June~~March 25, ~~2017~~2018

(In thousands)


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

NET CASH FROM (FOR) OPERATING ACTIVITIES	$	45,988		$	53,765		$	829		$	(12,262	)	$	(651	)	$	87,669		$	16,999		$	58,464		$	(6,538	)	$	(120,584	)	$	(3,559	)	$	(55,218	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			(157,407		)	157,407			—			—			—			(50,000		)	64,688			(14,688		)	—
Proceeds from returns on investments	338,000			15,500			—			146,500			(500,000		)	—
Capital expenditures	—			(25		)	(3,891		)	(119,778		)	—			(123,694		)	—			—			(2,739		)	(42,053		)	—			(44,792		)
Net cash from (for) investing activities	338,000			15,475			(3,891		)	(130,685		)	(342,593		)	(123,694		)	—			—			(52,739		)	22,635			(14,688		)	(44,792		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Intercompany payables (payments) receipts	17,329			140,078			—			—			(157,407		)	—			33,622			(48,310		)	—			—			14,688			—
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	—			(124,244		)	(13,854		)	(464,752		)	—			(602,850		)
Note payments, including amounts paid for early termination	(304,014		)	(211,444		)	—			—			—			(515,458		)
Net borrowings on revolving credit loans																			—			—			—			40,000			—			40,000
Distributions paid to partners	(97,303		)	—			—			—			973			(96,330		)	(50,621		)	—			—			—			355			(50,266		)
Payment of debt issuance costs	—			(1,200		)	—			(17,181		)	—			(18,381		)	—			(321		)	—			(1,519		)	—			(1,840		)
Exercise of limited partnership unit options																			—			125			—			—			—			125
Tax effect of units involved in treasury unit transactions	—			(1,377		)	—			—			—			(1,377		)	—			(3,039		)	—			—			—			(3,039		)
Payments related to tax withholding for equity compensation	—			(2,053		)	—			—			—			(2,053		)	—			(6,919		)	—			—			—			(6,919		)
Net cash from (for) financing activities	(383,988		)	(69,240		)	(13,854		)	137,067			343,566			13,551			(16,999		)	(58,464		)	—			38,481			15,043			(21,939		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			841			—			—			841			—			—			(1,408		)	—			—			(1,408		)
CASH AND CASH EQUIVALENTS
Net decrease for the period	—			—			(16,075		)	(5,880		)	322			(21,633		)	—			—			(60,685		)	(59,468		)	(3,204		)	(123,357		)
Balance, beginning of period	—			—			65,563			58,178			(1,025		)	122,716			—			—			85,758			81,582			(1,095		)	166,245
Balance, end of period	$	—		$	—		$	49,488		$	52,298		$	(703	)	$	101,083		$	—		$	—		$	25,073		$	22,114		$	(4,299	)	$	42,888

~~(13)~~(14) Consolidating Financial Information of Guarantors and Issuers of April 2017 Notes:

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the Partnership's April 2017 Notes (see Note 5)6). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium) that guarantees the Partnership's senior secured credit facilities. There are no non-guarantor subsidiaries.

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~June 24, 2018~~March 31, 2019

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	38,934	$	19,014	$	2,860	$	(689	)	$	60,119		$	—		$	—	$	24,305	$	36,256	$	181	$	(470	)	$	60,272
Receivables	—			1,198		66,120		55,433		813,742		(851,114		)	85,379			—			1,765		33,390		32,871		898,919		(922,614		)	44,331
Inventories	—			—		3,821		35,343		7,836		—			47,000			—			—		2,553		32,774		7,302		—			42,629
Other current assets	398			3,293		2,429		30,599		5,877		(1,952		)	40,644			73			7,158		10,382		28,086		6,483		(13,869		)	38,313
	398			4,491		111,304		140,389		830,315		(853,755		)	233,142			73			8,923		70,630		129,987		912,885		(936,953		)	185,545
Property and Equipment, net	—			819		174,962		—		1,443,217		—			1,618,998			—			794		182,520		—		1,463,440		—			1,646,754
Investment in Park	476,659			1,009,725		243,201		1,464,956		186,539		(3,381,080		)	—			489,463			1,076,487		257,859		1,559,883		188,484		(3,572,176		)	—
Goodwill	674			—		59,907		8,388		111,217		—			180,186			674			—		59,660		8,388		111,217		—			179,939
Other Intangibles, net	—			—		13,362		—		23,629		—			36,991			—			—		13,302		—		23,340		—			36,642
Deferred Tax Asset																		—			18,310		—		—		—		(18,310		)	—
Right-of-Use Asset																		—			—		31		3,479		69,084		—			72,594
Other Assets	74			467		38		251		9,069		—			9,899			—			—		37		1,976		8,983		—			10,996
	$	477,805		$	1,015,502	$	602,774	$	1,613,984	$	2,603,986	$	(4,234,835	)	$	2,079,216		$	490,210		$	1,104,514	$	584,039	$	1,703,713	$	2,777,433	$	(4,527,439	)	$	2,132,470
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	328	$	—	$	1,547	$	—	$	—		$	1,875		$	—		$	1,313	$	—	$	6,187	$	—	$	—		$	7,500
Accounts payable	542,730			313,605		5,069		33,393		6,557		(851,803		)	49,551			593,593			331,881		2,779		33,811		8,274		(923,084		)	47,254
Deferred revenue	—			—		20,950		141,272		48,951		—			211,173			—			500		11,009		109,806		30,021		—			151,336
Accrued interest	137			92		1,571		7,465		—		—			9,265			4			2		8,033		12,847		—		—			20,886
Accrued taxes	1,453			—		3,668		7,515		2,056		(1,952		)	12,740			1,111			—		—		8,231		14,410		(13,869		)	9,883
Accrued salaries, wages and benefits	—			23,837		2,391		—		—		—			26,228			—			13,087		909		—		—		—			13,996
Self-insurance reserves	—			10,355		1,482		11,348		2,087		—			25,272			—			9,602		1,441		10,640		1,896		—			23,579
Other accrued liabilities	3,556			7,014		670		8,991		4,164		—			24,395			3,201			4,297		148		4,236		7,863		—			19,745
	547,876			355,231		35,801		211,531		63,815		(853,755		)	360,499			597,909			360,682		24,319		185,758		62,464		(936,953		)	294,179
Deferred Tax Liability	—			22		11,507		—		81,945		—			93,474			—			—		13,312		—		87,516		(18,310		)	82,518
Derivative Liability																		1,899			11,184		—		—		—		—			13,083
Lease Liability																		—			—		20		1,769		63,610		—			65,399
Other Liabilities	—			839		—		87		10,056		—			10,982			—			547		—		87		9,680		—			10,314
Long-Term Debt:
Revolving credit loans	—			—		—		25,000		—		—			25,000			—			—		—		120,000		—		—			120,000
Term debt	—			127,075		—		595,111		—		—			722,186			—			126,250		—		591,918		—		—			718,168
Notes	—			—		445,790		491,356		—		—			937,146			—			—		446,339		492,068		—		—			938,407
	—			127,075		445,790		1,111,467		—		—			1,684,332			—			126,250		446,339		1,203,986		—		—			1,776,575

Equity	(70,071		)	532,335		109,676		290,899		2,448,170		(3,381,080		)	(70,071		)	(109,598		)	605,851		100,049		312,113		2,554,163		(3,572,176		)	(109,598		)
	$	477,805		$	1,015,502	$	602,774	$	1,613,984	$	2,603,986	$	(4,234,835	)	$	2,079,216		$	490,210		$	1,104,514	$	584,039	$	1,703,713	$	2,777,433	$	(4,527,439	)	$	2,132,470

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2017~~2018

(In thousands)


	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total		Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	85,758	$	80,430	$	1,152	$	(1,095	)	$	166,245	$	—	$	—	$	73,326	$	30,663	$	2,052	$	(692	)	$	105,349
Receivables	—		1,184		15,574		26,130		831,075		(836,241		)	37,722		—		1,093		34,497		36,242		902,155		(922,469		)	51,518
Inventories	—		—		1,891		22,528		5,300		—			29,719		—		—		2,135		23,402		5,216		—			30,753
Other current assets	164		28,297		3,454		9,341		1,642		(29,601		)	13,297		179		1,411		5,462		8,980		1,564		(5,007		)	12,589
	164		29,481		106,677		138,429		839,169		(866,937		)	246,983		179		2,504		115,420		99,287		910,987		(928,168		)	200,209
Property and Equipment, net	—		835		181,673		—		1,403,264		—			1,585,772		—		802		172,344		—		1,426,292		—			1,599,438
Investment in Park	588,684		1,045,640		238,132		1,392,761		234,237		(3,499,454		)	—		601,706		1,182,345		262,462		1,517,897		218,574		(3,782,984		)	—
Goodwill	674		—		63,551		8,387		111,218		—			183,830		674		—		58,440		8,388		111,217		—			178,719
Other Intangibles, net	—		—		14,177		—		23,887		—			38,064		—		—		13,030		—		23,346		—			36,376
Deferred Tax Asset	—		20,956		—		—		—		(20,956		)	—		—		18,224		—		—		—		(18,224		)	—
Other Assets	—		—		40		402		9,068		—			9,510		—		—		36		417		8,988		—			9,441
	$	589,522	$	1,096,912	$	604,250	$	1,539,979	$	2,620,843	$	(4,387,347	)	$	2,064,159	$	602,559	$	1,203,875	$	621,732	$	1,625,989	$	2,699,404	$	(4,729,376	)	$	2,024,183
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt																$	—	$	984	$	—	$	4,641	$	—	$	—		$	5,625
Accounts payable	$	497,558	$	344,410	$	1,379	$	13,572	$	5,038	$	(837,336	)	$	24,621	565,472		359,953		2,430		14,995		3,625		(923,161		)	23,314
Deferred revenue	—		—		6,237		59,307		20,587		—			86,131		—		—		8,460		74,062		24,552		—			107,074
Accrued interest	27		18		2,055		6,024		—		—			8,124		1		1		2,054		5,871		—		—			7,927
Accrued taxes	352		—		—		6,176		67,048		(29,601		)	43,975		443		6,668		—		8,087		19,400		(5,007		)	29,591
Accrued salaries, wages and benefits	—		17,498		1,242		—		—		—			18,740		—		17,552		1,234		—		—		—			18,786
Self-insurance reserves	—		10,947		1,618		10,156		2,386		—			25,107		—		10,214		1,433		10,308		2,066		—			24,021
Other accrued liabilities	3,406		5,094		157		5,649		4,490		—			18,796		3,318		4,903		136		5,471		4,553		—			18,381
	501,343		377,967		12,688		100,884		99,549		(866,937		)	225,494		569,234		400,275		15,747		123,435		54,196		(928,168		)	234,719
Deferred Tax Liability	—		—		13,809		—		81,945		(20,956		)	74,798		—		—		12,425		—		87,516		(18,224		)	81,717
Derivative Liability	5,233		3,489		—		—		—		—			8,722		909		5,796		—		—		—		—			6,705
Other Liabilities	—		873		—		120		10,691		—			11,684		—		1,169		—		87		9,802		—			11,058
Long-Term Debt:
Term debt	—		127,437		—		596,351		—		—			723,788		—		126,525		—		592,982		—		—			719,507
Notes	—		—		445,156		491,571		—		—			936,727		—		—		446,241		491,820		—		—			938,061
	—		127,437		445,156		1,087,922		—		—			1,660,515		—		126,525		446,241		1,084,802		—		—			1,657,568

Equity	82,946		587,146		132,597		351,053		2,428,658		(3,499,454		)	82,946		32,416		670,110		147,319		417,665		2,547,890		(3,782,984		)	32,416
	$	589,522	$	1,096,912	$	604,250	$	1,539,979	$	2,620,843	$	(4,387,347	)	$	2,064,159	$	602,559	$	1,203,875	$	621,732	$	1,625,989	$	2,699,404	$	(4,729,376	)	$	2,024,183

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

~~June~~March 25, ~~2017~~2018

(In thousands)


	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total			Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Co-Issuer Subsidiary (Millennium)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	49,488	$	47,881	$	4,417	$	(703	)	$	101,083		$	—		$	—	$	25,073	$	22,114	$	—	$	(4,299	)	$	42,888
Receivables	—			1,285		37,080		54,523		723,619		(733,130		)	83,377			—			1,232		74,787		23,005		762,874		(831,103		)	30,795
Inventories	—			—		3,688		33,329		7,268		—			44,285			—			—		2,493		30,661		7,149		—			40,303
Other current assets	376			374		2,707		25,529		5,936		(1,358		)	33,564			69			1,922		2,459		28,669		7,226		(347		)	39,998
	376			1,659		92,963		161,262		741,240		(735,191		)	262,309			69			3,154		104,812		104,449		777,249		(835,749		)	153,984
Property and Equipment, net	—			851		176,352		—		1,431,423		—			1,608,626			—			827		180,303		—		1,439,969		—			1,621,099
Investment in Park	399,003			866,792		207,621		1,347,002		157,018		(2,977,436		)	—			485,489			967,791		234,220		1,426,366		203,858		(3,317,724		)	—
Goodwill	674			—		60,090		8,388		111,218		—			180,370			674			—		62,012		8,388		111,217		—			182,291
Other Intangibles, net	—			—		13,409		—		24,244		—			37,653			—			—		13,834		—		23,876		—			37,710
Deferred Tax Asset	—			22,137		—		—		—		(22,137		)	—			—			7,150		—		—		—		(7,150		)	—
Other Assets	—			2,000		107		984		17,408		—			20,499			—			—		39		399		9,069		—			9,507
	$	400,053		$	893,439	$	550,542	$	1,517,636	$	2,482,551	$	(3,734,764	)	$	2,109,457		$	486,232		$	978,922	$	595,220	$	1,539,602	$	2,565,238	$	(4,160,623	)	$	2,004,591
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	1,310	$	—	$	6,190	$	—	$	—		$	7,500
Accounts payable	445,741			292,715		4,514		29,366		6,871		(733,833		)	45,374			$	531,176		$	302,858	$	1,806	$	30,271	$	9,103	$	(835,402	)	$	39,812
Deferred revenue	—			—		20,046		124,530		48,762		—			193,338			—			—		8,033		89,492		26,988		—			124,513
Accrued interest	346			230		1,668		7,491		—		—			9,735			215			143		7,634		13,127		—		—			21,119
Accrued taxes	724			12,079		—		7,618		11,289		(1,358		)	30,352			883			—		463		7,782		1,395		(347		)	10,176
Accrued salaries, wages and benefits	—			22,918		2,037		—		—		—			24,955			—			13,777		736		—		—		—			14,513
Self-insurance reserves	—			11,900		1,448		11,285		2,227		—			26,860			—			10,438		1,543		10,475		2,355		—			24,811
Other accrued liabilities	2,982			3,979		808		6,257		2,680		—			16,706			3,283			5,249		268		5,054		4,382		—			18,236
	449,793			345,131		30,521		192,737		71,829		(735,191		)	354,820			535,557			332,465		20,483		156,201		44,223		(835,749		)	253,180
Deferred Tax Liability	—			—		13,584		—		125,350		(22,137		)	116,797			—			—		12,664		—		81,945		(7,150		)	87,459
Derivative Liability	10,900			7,266		—		—		—		—			18,166			1,638			1,092		—		—		—		—			2,730
Other Liabilities	—			1,262		—		216		10,945		—			12,423			—			705		—		120		10,578		—			11,403
Long-Term Debt:
Revolving credit loans																		—			—		—		40,000		—		—			40,000
Term debt	—			128,533		—		602,725		—		—			731,258			—			127,350		—		596,175		—		—			723,525
Notes	—			—		445,062		491,571		—		—			936,633			—			—		445,458		491,799		—		—			937,257
	—			128,533		445,062		1,094,296		—		—			1,667,891			—			127,350		445,458		1,127,974		—		—			1,700,782

Equity	(60,640		)	411,247		61,375		230,387		2,274,427		(2,977,436		)	(60,640		)	(50,963		)	517,310		116,615		255,307		2,428,492		(3,317,724		)	(50,963		)
	$	400,053		$	893,439	$	550,542	$	1,517,636	$	2,482,551	$	(3,734,764	)	$	2,109,457		$	486,232		$	978,922	$	595,220	$	1,539,602	$	2,565,238	$	(4,160,623	)	$	2,004,591

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended ~~June 24, 2018~~March 31, 2019

(In thousands)


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

Net revenues	$	23,937		$	91,527		$	29,648		$	279,133	$	118,781		$	(162,710	)	$	380,316		$	(15,642	)	$	3,285		$	296		$	64,587	$	8,717		$	5,734		$	66,977
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			3,184			25,595		6,239			—			35,018			—			—			52			7,241		356			—			7,649
Operating expenses	—			93,036			14,254			211,865		10,972			(162,710		)	167,417			—			48,172			5,711			29,551		9,037			5,734			98,205
Selling, general and administrative	926			15,638			3,556			27,351		6,570			—			54,041			1,439			14,552			1,018			13,562		1,095			—			31,666
Depreciation and amortization	—			8			5,940			—		46,271			—			52,219			—			8			—			—		13,581			—			13,589
Loss on impairment / retirement of fixed assets, net	—			—			27			795		2,550			—			3,372			—			—			10			386		1,028			—			1,424
Gain on sale of investment																					—			(617		)	—			—		—			—			(617		)
	926			108,682			26,961			265,606		72,602			(162,710		)	312,067			1,439			62,115			6,791			50,740		25,097			5,734			151,916
Operating income (loss)	23,011			(17,155		)	2,687			13,527		46,179			—			68,249			(17,081		)	(58,830		)	(6,495		)	13,847		(16,380		)	—			(84,939		)
Interest (income) expense, net	5,736			4,592			6,068			13,046		(8,160		)	—			21,282			6,391			5,030			5,713			13,384		(9,831		)	—			20,687
Net effect of swaps	(324		)	(582		)	—			—		—			—			(906		)	991			5,388			—			—		—			—			6,379
Loss on foreign currency	—			62			14,922			—		—			—			14,984
Gain on foreign currency																					—			(11		)	(8,658		)	—		—			—			(8,669		)
Other (income) expense	64			(22,751		)	932			—		21,671			—			(84		)	59			(11,506		)	1,099			—		10,670			—			322
(Income) loss from investment in affiliates	(4,198		)	(2,531		)	(8,982		)	—		13,602			2,109			—
Loss from investment in affiliates																					58,449			14,659			4,603			—		6,190			(83,901		)	—
Income (loss) before taxes	21,733			4,055			(10,253		)	481		19,066			(2,109		)	32,973			(82,971		)	(72,390		)	(9,252		)	463		(23,409		)	83,901			(103,658		)
Provision (benefit) for taxes	2,490			(143		)	3,346			481		7,556			—			13,730			702			(13,939		)	(3,059		)	463		(4,152		)	—			(19,985		)
Net income (loss)	$	19,243		$	4,198		$	(13,599	)	$	—	$	11,510		$	(2,109	)	$	19,243
Other comprehensive income, (net of tax):
Cumulative foreign currency translation adjustment	6,662			—			6,662			—		—			(6,662		)	6,662
Unrealized gain on cash flow hedging derivatives	2,116			727			—			—		—			(727		)	2,116
Other comprehensive income, (net of tax)	8,778			727			6,662			—		—			(7,389		)	8,778
Total comprehensive income (loss)	$	28,021		$	4,925		$	(6,937	)	$	—	$	11,510		$	(9,498	)	$	28,021
Net loss																					$	(83,673	)	$	(58,451	)	$	(6,193	)	$	—	$	(19,257	)	$	83,901		$	(83,673	)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment																					(3,050		)	—			(3,050		)	—		—			3,050			(3,050		)
Other comprehensive income (loss), (net of tax)																					(3,050		)	—			(3,050		)	—		—			3,050			(3,050		)
Total comprehensive loss																					$	(86,723	)	$	(58,451	)	$	(9,243	)	$	—	$	(19,257	)	$	86,951		$	(86,723	)

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended ~~June~~March 25, ~~2017~~2018

(In thousands)

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

Net revenues $ 28,811
$ 93,601
$ 27,825
$ 284,229
$ 129,395
$ (171,063 ) $ 392,798
Costs and expenses:
Cost of food, merchandise and games revenues —
—
2,834
24,923
6,492
—
34,249
Operating expenses —
88,841
12,770
218,048
11,784
(171,063 ) 160,380
Selling, general and administrative 1,033
15,111
3,307
26,184
6,225
—
51,860
Depreciation and amortization —
9
5,011
—
45,792
—
50,812
(Gain) loss on impairment / retirement of fixed assets, net —
—
10
277
(103 ) —
184
1,033
103,961
23,932
269,432
70,190
(171,063 ) 297,485
Operating income (loss) 27,778
(10,360 ) 3,893
14,797
59,205
—
95,313
Interest (income) expense, net 5,259
4,280
6,260
11,158
(5,053 ) —
21,904
Net effect of swaps 2,590
1,778
—
—
—
—
4,368
Loss on early debt extinguishment 11,773
8,188
198
2,956
—
—
23,115
Gain on foreign currency —
—
(3,183 ) —
—
—
(3,183 )
Other (income) expense 63
(14,683 ) 820
—
13,800
—
—
Income from investment in affiliates (24,802 ) (31,496 ) (11,890 ) —
(11,367 ) 79,555
—
Income before taxes 32,895
21,573
11,688
683
61,825
(79,555 ) 49,109
Provision (benefit) for taxes 1,527
(3,230 ) 317
683
18,444
—
17,741
Net income $ 31,368
$ 24,803
$ 11,371
$ —
$ 43,381
$ (79,555 ) $ 31,368
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment (1,282 ) —
(1,282 ) —
—
1,282
(1,282 )
Unrealized gain on cash flow hedging derivatives 1,993
606
—
—
—
(606 ) 1,993
Other comprehensive income (loss), (net of tax) 711
606
(1,282 ) —
—
676
711
Total comprehensive income $ 32,079
$ 25,409
$ 10,089
$ —
$ 43,381
$ (78,879 ) $ 32,079

~~CEDAR FAIR, L.P.~~

~~UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~For the Six Months Ended June 24, 2018~~

~~(In thousands)~~

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

Net revenues $ 13,170
$ 92,381
$ 29,919
$ 332,864
$ 120,487
$ (153,778 ) $ 435,043
Costs and expenses:
Cost of food, merchandise and games revenues —
—
3,184
31,494
6,343
—
41,021
Operating expenses —
135,707
19,970
234,485
19,861
(153,778 ) 256,245
Selling, general and administrative 1,685
30,088
4,236
38,994
7,720
—
82,723
Depreciation and amortization —
16
5,940
—
51,784
—
57,740
Loss on impairment / retirement of fixed assets, net —
—
67
1,446
3,199
—
4,712
1,685
165,811
33,397
306,419
88,907
(153,778 ) 442,441
Operating income (loss) 11,485
(73,430 ) (3,478 ) 26,445
31,580
—
(7,398 )
Interest (income) expense, net 10,640
8,959
11,651
24,599
(15,031 ) —
40,818
Net effect of swaps (2,531 ) (2,003 ) —
—
—
—
(4,534 )
Loss on early debt extinguishment —
187
—
886
—
—
1,073
Loss on foreign currency —
21
25,057
—
—
—
25,078
Other (income) expense 123
(32,555 ) 1,786
—
30,439
—
(207 )
(Income) loss from investment in affiliates 64,330
26,284
(5,069 ) —
34,187
(119,732 ) —
Income (loss) before taxes (61,077 ) (74,323 ) (36,903 ) 960
(18,015 ) 119,732
(69,626 )
Provision (benefit) for taxes 3,080
(9,994 ) (2,716 ) 960
3,201
—
(5,469 )
Net loss $ (64,157 ) $ (64,329 ) $ (34,187 ) $ —
$ (21,216 ) $ 119,732
$ (64,157 )
Other comprehensive income, (net of tax):
Cumulative foreign currency translation adjustment 11,266
—
11,266
—
—
(11,266 ) 11,266
Unrealized gain on cash flow hedging derivatives 4,134
1,357
—
—
—
(1,357 ) 4,134
Other comprehensive income, (net of tax) 15,400
1,357
11,266
—
—
(12,623 ) 15,400
Total comprehensive loss $ (48,757 ) $ (62,972 ) $ (22,921 ) $ —
$ (21,216 ) $ 107,109
$ (48,757 )

~~CEDAR FAIR, L.P.~~

~~UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME~~

~~For the Six Months Ended June 25, 2017~~

~~(In thousands)~~


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

Net revenues	$	22,673		$	93,310		$	28,178		$	331,207	$	133,177		$	(167,429	)	$	441,116		$	(10,767	)	$	854		$	271		$	53,731	$	1,706		$	8,932		$	54,727
Costs and expenses:
Cost of food, merchandise and games revenues	—			—			2,834			30,236		6,659			—			39,729			—			—			—			5,899		104			—			6,003
Operating expenses	—			129,433			18,074			244,366		20,225			(167,429		)	244,669			—			42,671			5,716			22,620		8,889			8,932			88,828
Selling, general and administrative	1,927			29,606			4,053			37,077		6,816			—			79,479			759			14,450			680			11,643		1,150			—			28,682
Depreciation and amortization	—			17			5,013			—		51,147			—			56,177			—			8			—			—		5,513			—			5,521
Loss on impairment / retirement of fixed assets, net	—			—			455			773		482			—			1,710			—			—			40			651		649			—			1,340
	1,927			159,056			30,429			312,452		85,329			(167,429		)	421,764			759			57,129			6,436			40,813		16,305			8,932			130,374
Operating income (loss)	20,746			(65,746		)	(2,251		)	18,755		47,848			—			19,352			(11,526		)	(56,275		)	(6,165		)	12,918		(14,599		)	—			(75,647		)
Interest (income) expense, net	13,428			9,588			12,165			14,580		(8,975		)	—			40,786			4,904			4,367			5,583			11,553		(6,871		)	—			19,536
Net effect of swaps	2,740			1,929			—			—		—			—			4,669			(2,207		)	(1,421		)	—			—		—			—			(3,628		)
Loss on early debt extinguishment	11,773			8,188			198			2,956		—			—			23,115			—			187			—			886		—			—			1,073
Gain on foreign currency	—			—			(5,854		)	—		—			—			(5,854		)
Loss (gain) on foreign currency																					—			(41		)	10,135			—		—			—			10,094
Other (income) expense	125			(29,947		)	1,477			—		28,345			—			—			59			(9,804		)	854			—		8,768			—			(123		)
(Income) loss from investment in affiliates	23,864			(10,892		)	(7,546		)	—		(270		)	(5,156		)	—
Loss from investment in affiliates																					68,528			28,815			3,913			—		20,585			(121,841		)	—
Income (loss) before taxes	(31,184		)	(44,612		)	(2,691		)	1,219		28,748			5,156			(43,364		)	(82,810		)	(78,378		)	(26,650		)	479		(37,081		)	121,841			(102,599		)
Provision (benefit) for taxes	2,202			(20,749		)	(2,959		)	1,219		10,309			—			(9,978		)	590			(9,851		)	(6,062		)	479		(4,355		)	—			(19,199		)
Net income (loss)	$	(33,386	)	$	(23,863	)	$	268		$	—	$	18,439		$	5,156		$	(33,386	)
Net loss																					$	(83,400	)	$	(68,527	)	$	(20,588	)	$	—	$	(32,726	)	$	121,841		$	(83,400	)
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	(1,942		)	—			(1,942		)	—		—			1,942			(1,942		)
Unrealized gain on cash flow hedging derivatives	3,987			1,211			—			—		—			(1,211		)	3,987
Foreign currency translation adjustment																					4,604			—			4,604			—		—			(4,604		)	4,604
Cash flow hedging derivative activity																					2,018			630			—			—		—			(630		)	2,018
Other comprehensive income (loss), (net of tax)	2,045			1,211			(1,942		)	—		—			731			2,045			6,622			630			4,604			—		—			(5,234		)	6,622
Total comprehensive income (loss)	$	(31,341	)	$	(22,652	)	$	(1,674	)	$	—	$	18,439		$	5,887		$	(31,341	)
Total comprehensive loss																					$	(76,778	)	$	(67,897	)	$	(15,984	)	$	—	$	(32,726	)	$	116,607		$	(76,778	)

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Six~~Three Months Ended ~~June 24, 2018~~March 31, 2019

(In thousands)


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

NET CASH FROM (FOR) OPERATING ACTIVITIES	$	56,049		$	48,573		$	2,897		$	(13,826	)	$	(7,672	)	$	(256	)	$	85,765		$	24,410		$	(6,580	)	$	(6,077	)	$	(76,937	)	$	8,448		$	(6	)	$	(56,742	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			(37,892		)	—			31,123			6,769			—			—			—			—			—			(1,585		)	1,585			—
Proceeds from returns on investments																						—			38,030			—			—			—			(38,030		)	—
Proceeds from sale of investment																						—			617			—			—			—			—			617
Capital expenditures	—			—			(8,495		)	(70,399		)	(21,743		)	—			(100,637		)	—			—			(7,193		)	(37,470		)	(8,734		)	—			(53,397		)
Net cash from (for) investing activities	—			—			(46,387		)	(70,399		)	9,380			6,769			(100,637		)	—			38,647			(7,193		)	(37,470		)	(10,319		)	(36,445		)	(52,780		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Intercompany payables (payments) receipts	45,171			(38,402		)	—			—			—			(6,769		)	—			28,152			(26,567		)	—			—			—			(1,585		)	—
Payments for returns of capital																						—			—			(38,030		)	—			—			38,030			—
Net borrowings on revolving credit loans	—			—			—			25,000			—			—			25,000			—			—			—			120,000			—			—			120,000
Distributions paid to partners	(101,220		)	—			—			—			—			662			(100,558		)	(52,562		)	—			—			—			—			228			(52,334		)
Payment of debt issuance costs and original issue discount	—			(321		)	—			(2,191		)	—			—			(2,512		)
Exercise of limited partnership unit options	—			125			—			—			—			—			125
Tax effect of units involved in treasury unit transactions	—			(3,045		)	—			—			—			—			(3,045		)	—			(1,421		)	—			—			—			—			(1,421		)
Payments related to tax withholding for equity compensation	—			(6,930		)	—			—			—			—			(6,930		)	—			(4,079		)	—			—			—			—			(4,079		)
Net cash from (for) financing activities	(56,049		)	(48,573		)	—			22,809			—			(6,107		)	(87,920		)	(24,410		)	(32,067		)	(38,030		)	120,000			—			36,673			62,166
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			(3,334		)	—			—			—			(3,334		)	—			—			2,279			—			—			—			2,279
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the year	—			—			(46,824		)	(61,416		)	1,708			406			(106,126		)
Balance, beginning of year	—			—			85,758			80,430			1,152			(1,095		)	166,245
Balance, end of year	$	—		$	—		$	38,934		$	19,014		$	2,860		$	(689	)	$	60,119
Net increase (decrease) for the period																						—			—			(49,021		)	5,593			(1,871		)	222			(45,077		)
Balance, beginning of period																						—			—			73,326			30,663			2,052			(692		)	105,349
Balance, end of period																						$	—		$	—		$	24,305		$	36,256		$	181		$	(470	)	$	60,272

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Six~~Three Months Ended ~~June~~March 25, ~~2017~~2018

(In thousands)


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

NET CASH FROM (FOR) OPERATING ACTIVITIES	$	45,988		$	53,765		$	829		$	(43,458	)	$	31,196		$	(651	)	$	87,669		$	16,999		$	58,464		$	(6,538	)	$	(64,317	)	$	(56,267	)	$	(3,559	)	$	(55,218	)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts	—			—			—			—			(157,407		)	157,407			—			—			—			(50,000		)	—			64,688			(14,688		)	—
Proceeds from returns on investments	338,000			15,500			—			—			146,500			(500,000		)	—
Capital expenditures	—			(25		)	(3,891		)	(103,553		)	(16,225		)	—			(123,694		)	—			—			(2,739		)	(32,480		)	(9,573		)	—			(44,792		)
Net cash from (for) investing activities	338,000			15,475			(3,891		)	(103,553		)	(27,132		)	(342,593		)	(123,694		)	—			—			(52,739		)	(32,480		)	55,115			(14,688		)	(44,792		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Intercompany payables (payments) receipts	17,329			140,078			—			—			—			(157,407		)	—			33,622			(48,310		)	—			—			—			14,688			—
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	—			(124,244		)	(13,854		)	(464,752		)	—			—			(602,850		)
Note payments, including amounts paid for early termination	(304,014		)	(211,444		)	—			—			—			—			(515,458		)
Net borrowings on revolving credit loans																						—			—			—			40,000			—			—			40,000
Distributions paid to partners	(97,303		)	—			—			—			—			973			(96,330		)	(50,621		)	—			—			—			—			355			(50,266		)
Payment of debt issuance costs	—			(1,200		)	—			(17,181		)	—			—			(18,381		)	—			(321		)	—			(1,519		)	—			—			(1,840		)
Exercise of limited partnership unit options	—			—			—			—			—			—			—			—			125			—			—			—			—			125
Tax effect of units involved in treasury unit transactions	—			(1,377		)	—			—			—			—			(1,377		)	—			(3,039		)	—			—			—			—			(3,039		)
Payments related to tax withholding for equity compensation	—			(2,053		)	—			—			—			—			(2,053		)	—			(6,919		)	—			—			—			—			(6,919		)
Net cash from (for) financing activities	(383,988		)	(69,240		)	(13,854		)	137,067			—			343,566			13,551			(16,999		)	(58,464		)	—			38,481			—			15,043			(21,939		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	—			—			841			—			—			—			841			—			—			(1,408		)	—			—			—			(1,408		)
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the year	—			—			(16,075		)	(9,944		)	4,064			322			(21,633		)
Balance, beginning of year	—			—			65,563			57,825			353			(1,025		)	122,716
Balance, end of year	$	—		$	—		$	49,488		$	47,881		$	4,417		$	(703	)	$	101,083
Net decrease for the period																						—			—			(60,685		)	(58,316		)	(1,152		)	(3,204		)	(123,357		)
Balance, beginning of period																						—			—			85,758			80,430			1,152			(1,095		)	166,245
Balance, end of period																						$	—		$	—		$	25,073		$	22,114		$	—		$	(4,299	)	$	42,888

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

Business Overview:

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

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

Along with attendance and in-park per capita spending statistics, discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President of Operations, Regional Vice Presidents and the park general managers.

Critical Accounting Policies:

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

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

•Impairment of Long-Lived Assets

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Revenue Recognition

Income Taxes

~~We adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") effective January 1, 2018 using~~In the ~~modified retrospective method. The adoption~~first quarter of ~~the standard did not have a material effect on the consolidated financial statements. Our accounting policy as a result of adopting ASU 2014-09 is discussed below. There~~2019, there were no ~~other~~ changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2017 during the second quarter of~~ 2018.

~~Revenue Recognition and related receivables and contract liabilities~~

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

In some instances, we arrange with outside parties ("concessionaires") to provide goods to our guests, typically food and merchandise, and we act as an agent, resulting in net revenue recorded within the income statement. Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other" within the income statement, are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are typically fixed. However,

some sponsorship revenues are variable based on achievement of specified operating metrics. We estimate variable revenues and perform a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal. For additional information on our revenue recognition and related receivables and contract liabilities, see Note 1.

~~Income Taxes~~

The Tax Cuts and Jobs Act (the "Act") was signed into law on December 22, 2017. The Act makes significant changes to U.S. tax law and, among other things, reduces federal corporate tax rates from 35% to 21%. The accounting treatment of these tax law changes is complex, and the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain tax effects of the Act. We recognized the provisional tax impacts related to the reduction in tax rates including the revaluation of deferred tax assets and liabilities in our consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory or accounting guidance that may be issued, and actions the Partnership may take as a result of the Act. We expect to complete our analysis of the effects of the Act within the measurement period in accordance with SAB 118.

Adjusted EBITDA:

We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Amended 2017 Credit Agreement and prior credit agreements) is a meaningful measure as it is widely used by analysts, investors and comparable companies in our industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. Further, management believes Adjusted EBITDA is a meaningful measure of park-level operating profitability and we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net ~~income (loss)~~loss for the ~~three- and six-month~~three-month periods ended ~~June 24, 2018~~March 31, 2019 and ~~June~~March 25, ~~2017~~2018.


	Three months ended						Six months ended						Three months ended
(In thousands)	6/24/2018			6/25/2017			6/24/2018			6/25/2017			3/31/2019			3/25/2018
Net income (loss)	$	19,243		$	31,368		$	(64,157	)	$	(33,386	)
Net loss													$	(83,673	)	$	(83,400	)
Interest expense	21,337			21,920			41,099			40,834			20,920			19,762
Interest income	(55		)	(16		)	(281		)	(48		)	(233		)	(226		)
Provision (benefit) for taxes	13,730			17,741			(5,469		)	(9,978		)
Benefit for taxes													(19,985		)	(19,199		)
Depreciation and amortization	52,219			50,812			57,740			56,177			13,589			5,521
EBITDA	106,474			121,825			28,932			53,599			(69,382		)	(77,542		)
Loss on early debt extinguishment	—			23,115			1,073			23,115			—			1,073
Net effect of swaps	(906		)	4,368			(4,534		)	4,669			6,379			(3,628		)
Non-cash foreign currency (gain) loss	14,992			(3,150		)	25,090			(5,829		)	(8,664		)	10,098
Non-cash equity compensation expense	3,180			3,185			6,148			6,602			2,543			2,968
Loss on impairment / retirement of fixed assets, net	3,372			184			4,712			1,710			1,424			1,340
Gain on sale of investment													(617		)	—
Other ⁽¹⁾	(76		)	156			93			348			159			169
Adjusted EBITDA	$	127,036		$	149,683		$	61,514		$	84,214		$	(68,158	)	$	(65,522	)


(1)	Consists of certain costs as defined in the Partnership's Amended 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~~key operational measures in ~~the structure of~~ our management and operational reporting, and they are used as major factors in ~~key~~significant operational decisions:

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

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

Out-of-park revenues are defined as revenues from resort, marina, sponsorship, online ~~advanced purchase~~ transaction fees charged to customers and all other out-of-park operations.

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

Note 3

~~Six months ended June 24, 2018~~ for further information.

Three months ended March 31, 2019

Operating results for the first quarter are historically less than 5% of our full-year revenues and attendance. The results include normal off-season operating, maintenance and administrative expenses at our ten seasonal amusement parks and two separately gated outdoor water parks, as well as daily operations at Knott's Berry Farm, which is open year-round, and Castaway Bay, which is generally open daily from Memorial Day to Labor Day plus a limited daily schedule for the balance of the year. The fiscal ~~six-month~~three-month period ended ~~June 24, 2018~~March 31, 2019 consisted of a 13-week period and included a total of ~~754~~101 operating days compared with ~~762~~12 weeks and 92 operating days for the fiscal ~~six-month~~three-month period ended ~~June~~March 25, ~~2017.~~ 2018. The results for these periods are not directly comparable as the current period includes an additional week of operations due to the timing of the fiscal first quarter close. Since many differences in our operating results relate to the additional week in the current period, we have also included a discussion of operating results through April 1, 2018.

The following table presents key financial information for the ~~six~~three months ended ~~June 24, 2018~~March 31, 2019 and ~~June~~March 25, ~~2017:~~2018:


											(13 weeks)			(12 weeks)
	Six months ended			Six months ended		Increase (Decrease)					Three months ended			Three months ended			Increase (Decrease)
	6/24/2018			6/25/2017		$			%		3/31/2019			3/25/2018			$			%
	(Amounts in thousands, except for per capita spending)										(Amounts in thousands, except for per capita spending)
Net revenues	$	435,043		$	441,116	$	(6,073	)	(1.4	)%	$	66,977		$	54,727		$	12,250		22.4	%
Operating costs and expenses	379,989			363,877		16,112			4.4	%	137,520			123,513			14,007			11.3	%
Depreciation and amortization	57,740			56,177		1,563			2.8	%	13,589			5,521			8,068			146.1	%
Loss on impairment / retirement of fixed assets, net	4,712			1,710		3,002			N/M		1,424			1,340			84			N/M
Operating income (loss)	$	(7,398	)	$	19,352	$	(26,750	)	N/M
Gain on sale of investment											(617		)	—			(617		)	N/M
Operating loss											$	(84,939	)	$	(75,647	)	$	(9,292	)	(12.3	)%
N/M - Not meaningful
Other Data:
Adjusted EBITDA ⁽¹⁾	$	61,514		$	84,214	$	(22,700	)	(27.0	)%	$	(68,158	)	$	(65,522	)	$	(2,636	)	(4.0	)%
Attendance	8,655			8,866		(211		)	(2.4	)%
In-park per capita spending	$	45.42		$	45.15	$	0.27		0.6	%
Out-of-park revenues	$	56,177		$	55,062	$	1,115		2.0	%


(1)	For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net ~~income (loss),~~loss, see page ~~38.~~35.

For the ~~six~~three months ended ~~June 24, 2018,~~March 31, 2019, net revenues ~~decreased~~increased by ~~$6.1~~$12.3 million, to ~~$435.0~~$67.0 million, from ~~$441.1~~$54.7 million for the first ~~six months~~quarter of ~~2017.~~2018. This reflects ~~a decrease~~the impact of an increase in attendance ~~offset by~~and a slight increase in in-park per capita spending. Out-of-park revenues increased ~~$1.1~~$2.1 million compared with the same period in the prior year. The decrease in attendance was driven by lower attendance at our seasonal amusement parks impacted by inclement weather, a decline in season pass sales at Kings Island, and a delayed ride opening at California's Great America. The decline in attendance at our seasonal amusement parks was partially offset by increased attendance at Knott's Berry Farm, our only year-round amusement park. The increase in in-park per capita spending was attributable to higher revenues from our food and beverage programs, extra charge attractions and merchandise. The increase was somewhat offset by a decrease in admission spending due to a higher season pass attendance mix and the expansionfirst quarter of our free season pass program for guests aged 3 to 5 ("Pre-K pass") to three more parks in 2018 for a total of six properties. The increase in out-of-park revenues was attributable to increases in resort property revenues driven by an increase in average daily room rates and higher occupancy rates.2018. Currency exchange rates had an immaterial impact on net revenues for the ~~six months ended June 24, 2018.~~quarter as our Canadian park was not operating during the period.

Operating costs and expenses for the ~~six~~three months ended ~~June 24, 2018~~March 31, 2019 increased ~~4.4%~~11.3%, or ~~$16.1~~$14.0 million, to ~~$380.0~~$137.5 million from ~~$363.9~~$123.5 million for the first ~~six months~~quarter of ~~2017.~~2018. The increase iswas the result of a ~~$11.6 million increase in operating expenses, a $3.2 million increase in SG&A expense, and a $1.3~~$1.6 million increase in cost of goods ~~sold.~~sold, a $9.4 million increase in operating expenses and a $3.0 million increase in SG&A expense. The increase in operating costs and expenses was not materially impacted by foreign currency exchange rates during the first quarter.

Depreciation and amortization expense for the first three months of 2019 increased $8.1 million compared with the first quarter of 2018 due to the change in the estimated useful life of a long-lived asset at Kings Dominion, as well as the additional week in the current period. For both the first quarter of 2019 and the first quarter of 2018, the loss on impairment / retirement of fixed assets was attributable to the retirements of assets in the normal course of business at several of our properties. During the first quarter of 2019, a $0.6 million gain on sale of investment was recognized for additional proceeds from the liquidation of a preferred equity investment.

After the items above, the operating loss for the first three months of 2019 increased $9.3 million to $84.9 million compared with an operating loss of $75.6 million for the first quarter of 2018.

Interest expense for the first three months of 2019 increased $1.2 million due to the additional week and additional revolving credit facility borrowings in the current period. We recognized a $1.1 million loss on early debt extinguishment during the first quarter of 2018 in connection with amending our 2017 Credit Agreement, as described in Note 6. The net effect of our swaps resulted in a charge to earnings of $6.4 million for the first three months of 2019 compared with a $3.6 million benefit to earnings for the first quarter of 2018. The difference reflects the change in fair market value movements in our swap portfolio offset by the prior period amortization of amounts in OCI for our de-designated swaps. During the current period, we also recognized an

$8.7 million net benefit to earnings for foreign currency gains and losses compared with a $10.1 million net charge to earnings for the first quarter of 2018. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt recorded at our Canadian entity from the applicable currency to the legal entity's functional currency.

During the first three months of 2019, a benefit for taxes of $20.0 million was recorded to account for PTP taxes and income taxes on our corporate subsidiaries. This is comparable to the benefit for taxes recorded in the first quarter of 2018 of $19.2 million.

After the items above, net loss for the first three months of 2019 totaled $83.7 million, or $1.49 per diluted limited partner unit, compared to a net loss of $83.4 million, or $1.49 per diluted limited partner unit, for the first quarter of 2018.

The results for the three-months ended March 31, 2019 included an additional week of operations as compared to the first quarter of 2018 due to the timing of the first quarter close. Comparing both 2019 and 2018 on a 13-week basis, net revenues would have decreased by $3.4 million, or 5%. The decrease was attributable to decreases in attendance, in-park per capita spending and out-of-park revenues. The decreases in these key operational measures were largely driven by inclement weather at Knott's Berry Farm during January and February, as well as the shift in the Boysenberry Festival at Knott's Berry Farm from mid-March to April, correlating with the shift in the Easter holiday.

Operating costs and expenses on a comparable 13-week basis would have increased by $2.9 million, or 2%. The increase was the result of a $1.2 million increase in operating expenses and a $1.7 million increase in SG&A expense for the comparable 13-week periods. Operating expenses grew by ~~$11.6~~$1.2 million primarily due to increased seasonal wages which were driven by planned hourly rate increases. The increase in operating expenses was also attributable to increased full-time and maintenance labor driven by ~~both planned head count and~~ rate increases, disassembling attractions and decorations following the inaugural WinterFest holiday events at three parks, and increased operating supplies for park operations and personnel related costs including associate housing. We expect to continue to see higher labor

~~costs during the year due to both mandated and market wage rate adjustments.~~increases. The ~~$3.2~~$1.7 million increase in SG&A expense was primarily attributable to increased technology related costs, ~~higher merchant fees and higher full-time labor costs. The~~an increase in ~~cost~~the fair value of ~~goods sold was primarily related to the growth in our food~~deferred equity compensation units, and ~~beverage programs. Cost of goods sold as a percentage of food, merchandise,~~increased legal and ~~games net revenue increased 1.0%. The increase in operating costs and expenses was not materially impacted by foreign currency exchange rates during the six months ended June 24, 2018.~~

Depreciation and amortization expense for the first six months of 2018 increased $1.6 million, or 2.8%, compared with the same period in the prior year due to growth in capital improvements over the past several years. For the first six months of 2018, the loss on impairment / retirement of fixed assets was $4.7 million compared with $1.7 million in the prior period, both reflecting the retirements of assets in the normal course of business at several of our properties including the retirement of a specific asset in the second quarter of 2018.

After the items above, operating income (loss) for the first six months of 2018 decreased $26.8 million to a $7.4 million operating loss compared with operating income of $19.4 million for the first six months of 2017.

Interest expense for the first six months of 2018 was comparable to the same period in the prior year. We recognized a $1.1 million loss on early debt extinguishment during the first quarter of 2018 in connection with amending our 2017 Credit Agreement, as compared to a $23.1 million loss on early debt extinguishment related to our refinancing in the first half of 2017, as described in Note 5. The net effect of our swaps resulted in a benefit to earnings of $4.5 million for the first six months of 2018 compared with a $4.7 million charge to earnings for the comparable period in 2017. The difference reflects the change in fair market value movements in our swap portfolio offset by the amortization of amounts in OCI for our de-designated swaps. During the current period, we also recognized a $25.1 million net charge to earnings for foreign currency gains and losses compared with a $5.9 million net benefit to earnings for the comparable period in 2017. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt held at our Canadian property from the applicable currency to the legal entity's functional currency.

During the first six months of 2018, a benefit for taxes of $5.5 million was recorded to account for PTP taxes and income taxes on our corporate subsidiaries. This compares with a benefit for taxes recorded in the first six months of 2017 of $10.0 million. This decrease in benefit for taxes relates largely to the decrease in the federal statutory income tax rate resulting from the implementation of the 2017 Tax Cuts and Jobs Act.

After the items above, net loss for the first six months of 2018 totaled $64.2 million, or $1.14 per diluted limited partner unit, compared with a net loss of $33.4 million, or $0.60 per diluted limited partner unit, for the same period a year ago.consulting fees.

For the first ~~six months~~quarter of ~~2018,~~2019, Adjusted EBITDA ~~decreased $22.7~~loss increased $2.6 million to ~~$61.5~~$68.2 million from ~~$84.2~~$65.5 million for the ~~same period in 2017. The decrease in~~first quarter of 2018. Adjusted EBITDA isloss on a comparable 13-week basis would have increased $7.2 million, or 12%, due to decreased net revenues attributable to ~~a decline in net revenues~~inclement weather and the shift of Boysenberry Festival at Knott's Berry Farm, and due ~~to lower attendance and~~ to increased operating costs, ~~and expenses associated with labor, especially seasonal wages due to planned rate increases, operating supplies and other planned spending.~~

~~Three months ended June 24, 2018~~

~~The fiscal three-month period ended~~ ~~June 24, 2018~~ ~~included a total of 662 operating days compared with 674 operating days for the fiscal three-month period ended~~ ~~June 25, 2017. The following table presents key financial information for the three months ended June 24, 2018 and~~ ~~June 25, 2017~~:

Three months ended Three months ended Increase (Decrease)
6/24/2018 6/25/2017 $ %
(Amounts in thousands, except for per capita spending)
Net revenues $ 380,316
$ 392,798
$ (12,482 ) (3.2 )%
Operating costs and expenses 256,476
246,489
9,987
4.1 %
Depreciation and amortization 52,219
50,812
1,407
2.8 %
Loss on impairment / retirement of fixed assets, net 3,372
184
3,188
N/M
Operating income $ 68,249
$ 95,313
$ (27,064 ) (28.4 )%
N/M - Not meaningful
Other Data:
Adjusted EBITDA ⁽¹⁾
$ 127,036
$ 149,683
$ (22,647 ) (15.1 )%
Attendance 7,698
8,061
(363 ) (4.5 )%
In-park per capita spending $ 45.40
$ 45.12
$ 0.28
0.6 %
Out-of-park revenues $ 43,491
$ 41,884
$ 1,607
3.8 %


~~(1)~~	~~For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss), see page 38.~~

For the quarter ended June 24, 2018, net revenues decreased by $12.5 million, to $380.3 million, from $392.8 million in the second quarter of 2017. This reflects a decrease in attendance and a slight increase in in-park per capita spending. Out-of-park revenues increased $1.6 million compared with the same period in the prior year. The decrease in attendance was driven by lower attendance at our seasonal amusement parks impacted by inclement weather, a decline in season pass sales at Kings Island, and a delayed ride opening at California's Great America. The decline in attendance at our seasonal amusement parks was partially offset by increased attendance at Knott's Berry Farm, our only year-round amusement park. The increase in in-park per capita spending was attributable to higher revenues from our food and beverage programs, extra charge attractions and merchandise. The increase was somewhat offset by a decrease in admission spending due to a higher season pass attendance mix and the expansion of our free season pass program for guests aged 3 to 5 ("Pre-K pass") to three more parks in 2018 for a total of six properties. The increase in out-of-park revenues was attributable to increases in resort property revenues driven by higher occupancy rates and an increase in average daily room rates. Currency exchange rates had an immaterial impact on net revenues for the quarter.

Operating costs and expenses for the quarter increased 4.1%, or $10.0 million, to $256.5 million from $246.5 million in the second quarter of 2017. The increase is the result of a $7.0 million increase in operating expenses, a $2.2 million increase in SG&A expense, and a $0.8 million increase in cost of goods sold. Operating expenses grew by $7.0 million primarily due to increased seasonal wages driven by planned hourly rate increases. The increase in operating expenses was also attributable to increased full-time and maintenance labor driven by both planned head count and rate increases, and increased operating supplies for park operations and personnel related costs including associate housing. The $2.2 million increase in SG&A expense was primarily attributable to higher merchant fees, increased technology related costs and higher full-time labor costs. The increase in cost of goods sold was primarilyparticularly related to ~~the growth in our food~~labor, technology and beverage programs. Cost of goods sold as a percentage of food, merchandise, and games net revenue increased 1.2%. The increase in operating costs and expenses was not materially impacted by foreign currency exchange rates during the quarter.

Depreciation and amortization expense for the quarter increased $1.4 million, or 2.8%, compared with the same period in the prior year due to growth in capital improvements over the past several years. For the second quarter of 2018, the loss on impairment / retirement of fixed assets was $3.4 million compared with $0.2 million in the prior period, both reflecting the retirements of assets in the normal course of business at several of our properties including the retirement of a specific asset in the second quarter of 2018.

~~After the items above, operating income for the second quarter of 2018 decreased $27.1 million to $68.2 million compared with $95.3 million for the second quarter of 2017.~~

Interest expense for the second quarter of 2018 was comparable to the same period in the prior year. In the second quarter of 2017, we recognized a $23.1 million loss on early debt extinguishment related to our prior year refinancing, as described in Note 5. The net effect of our swaps resulted in a benefit to earnings of $0.9 million for the second quarter of 2018 compared with a $4.4 million charge to earnings in the second quarter of 2017. The difference reflects the change in fair market value movements in our swap portfolio offset by the amortization of amounts in OCI for our de-designated swaps. During the current quarter, we also recognized a $15.0 million net charge to earnings for foreign currency gains and losses compared with a $3.2 million net benefit to earnings for the second quarter in 2017. 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 second quarter of 2018, a provision for taxes of $13.7 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 second quarter of 2017 of $17.7 million. This decrease in provision for taxes relates largely to the decrease in the federal statutory income tax rate resulting from the implementation of the 2017 Tax Cuts and Jobs Act.

After the items above, net income for the current quarter totaled $19.2 million, or $0.34 per diluted limited partner unit, compared with net income of $31.4 million, or $0.55 per diluted limited partner unit, for the second quarter a year ago.

For the current quarter, our Adjusted EBITDA decreased $22.6 million to $127.0 million from $149.7 million for the same period in 2017. The decrease in Adjusted EBITDA is attributable to a decline in net revenues due to lower attendance and to increased operating costs and expenses associated with labor, especially seasonal wages due to planned rate increases, operating supplies and other planned spending.costs.

~~July 2018~~April 2019

We provided an update on revenue trends through April 2019 due to the later timing of the Easter and spring break holidays. Based on preliminary results, net revenues for the ~~seven~~four months ended ~~July 29, 2018~~April 28, 2019 were up approximately ~~$752 million, down $15 million, or~~ 2%, when compared with the ~~seven~~four months ended ~~July 30, 2017.~~April 29, 2018. The ~~decrease was~~increase primarily reflects the ~~result of a 3%, or 480,000-visit decrease in attendance to 14.6 million guests. The~~ impact of ~~the decrease in attendance was partially offset by a 1% increase~~increases in in-park per capita spending and ~~a 4%, or $3 million, increase in~~ out-of-park revenues, ~~compared with the prior period.~~offset by a modest decrease in attendance.

Liquidity and Capital Resources:

With respect to both liquidity and cash flow, we ended the ~~second~~first quarter of ~~2018~~2019 in sound condition. The working capital ratio (current assets divided by current liabilities) ofwas 0.6 as of ~~June 24, 2018 is the result of normal seasonal activity. Receivables, inventories~~March 31, 2019 and ~~payables are at normal seasonal levels. There was a $41.0 million decrease in cash and cash equivalents and a $25.0 million increase in revolver borrowings~~ as of ~~June 24, 2018 compared with the balances as of June~~March 25, ~~2017. The net cash proceeds from our debt refinancing in the first half of 2017 significantly impacted the change in cash position.~~2018.

Operating Activities

During the ~~six-month~~three-month period ended ~~June 24, 2018,~~March 31, 2019, net cash ~~from~~for operating activities was ~~$85.8~~$56.7 million, ~~a decrease~~an increase of ~~$1.9~~$1.5 million compared with the same period a year ago. ~~The decrease was primarily due to lower earnings offset by favorable changes in working capital.~~

Investing Activities

Net cash for investing activities for the first ~~six~~three months of ~~2018~~2019 was ~~$100.6~~$52.8 million, ~~a decrease~~an increase of ~~$23.1~~$8.0 million compared with the same period in the prior year. This ~~decrease~~increase reflects ~~less~~more planned capital expenditures in the current ~~period.~~period offset by current period proceeds from the sale of a preferred equity investment in a non-public entity.

During November 2018, we exercised our right of first refusal under the Santa Clara land lease to purchase the land at California's Great America from the lessor, the City of Santa Clara, for $150 million. On April 26, 2019, we entered into a purchase agreement to acquire the land. We are evaluating different options to finance the purchase and expect to close the transaction during the second quarter of 2019.

Financing Activities

Net cash ~~for~~from financing activities for the first ~~six~~three months of ~~2018~~2019 was ~~$87.9~~$62.2 million, ~~a decrease~~an increase of ~~$101.5~~$84.1 million compared with net cash ~~from~~for financing activities ~~of $13.6 million for~~during the same period in the prior year. This ~~decrease~~increase is primarily due to ~~incremental term debt borrowings in the prior year from the April 2017 refinancing offset by incremental revolver~~additional revolving credit facility borrowings in the current ~~period.~~year.

As of ~~June 24, 2018,~~March 31, 2019, our outstanding debt, before reduction for debt issuance costs and original issue discount, 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 the notes may be redeemed with net cash proceeds of certain equity offerings at a price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The notes pay interest semi-annually in April and October.

$450 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 and additional interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The notes pay interest semi-annually in June and December.

$735 million of senior secured term debt, maturing in April 2024 under our Amended 2017 Credit Agreement. The term debt bears interest at the London InterBank Offering Rate ("LIBOR") plus 175 basis points (bps), under amendments we entered into on March 14, 2018. The pricing terms for the amendment reflected $0.9 million of Original Issue Discount ("OID"). The term loan ~~amortizes~~is payable $7.5 million annually. We have ~~$1.9~~$7.5 million of current maturities as of ~~June 24, 2018.~~March 31, 2019.

$25120 million of borrowings under the $275 million senior secured revolving credit facility under our Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bear interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. The Amended 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. After letters of credit, which totaled ~~$15.9~~$15.4 million as of ~~June 24, 2018,~~March 31, 2019, we had ~~$234.1~~$139.6 million of available borrowings under the revolving credit facility and cash on hand of ~~$60.1~~$60.3 million.

As of ~~June 24, 2018,~~March 31, 2019, we have eight interest rate swap agreements that convert $500 million of variable-rate debt to a fixed rate. Four of these agreements fix our variable-rate debt at 4.39% and mature on December 31, 2020. The other four fix our variable-rate debt at 4.63% for the period December 31, 2020 through December 31, 2023. None of ~~the~~our interest rate swap agreements ~~are~~were designated as cash flow ~~hedges.~~hedges in the periods presented. As of ~~June 24, 2018,~~March 31, 2019, the fair market value of our derivatives was ~~$0.5~~a liability of $13.1 million ~~and was~~ recorded in ~~"Other Assets".~~"Derivative Liability" within the unaudited condensed consolidated balance sheet.

The Amended 2017 Credit Agreement includes a Consolidated Leverage Ratio, which if breached for any reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA. As of ~~June 24, 2018,~~March 31, 2019, we were in compliance with this financial condition covenant and all other financial covenants under the Amended 2017 Credit Agreement.

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

In accordance with the Amended 2017 Credit Agreement debt provisions, on ~~May 2, 2018,~~February 27, 2019, we announced the declaration of a distribution of ~~$0.89~~$0.925 per limited partner unit, which was paid on ~~June 15, 2018.~~March 20, 2019. Also, on ~~August 1, 2018,~~May 8, 2019, we announced the declaration of a distribution of ~~$0.89~~$0.925 per limited partner unit, which will be payable on ~~September~~June 17, ~~2018.~~2019.

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

Off Balance Sheet Arrangements:

We had ~~$15.9~~$15.4 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of ~~June 24, 2018~~March 31, 2019. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements

Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations. In addition, the proposed purchase of the land currently leased from the City of Santa Clara is subject to the risk that any conditions to the purchase are not satisfied, which could cause the parties to abandon the transaction. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this document.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

None of our interest rate swap agreements are designated as hedging instruments. ~~Four of our interest rate swap agreements were de-designated in the first quarter of 2016.~~ Changes in fair value of derivative instruments that do not qualify for hedge accounting or were de-designated are reported as "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income. Additionally, the "Other comprehensive income (loss)" related to interest rate swaps that have been de-designated iswas amortized through the original maturity of the interest rate swap and reported as a component of "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income.

As of ~~June 24, 2018,~~March 31, 2019, on an adjusted basis after giving affect to the impact of interest rate swap agreements and before reduction for debt issuance costs and original issue discount, $1,450 million of our outstanding long-term debt represented fixed-rate debt and $235 million represented variable-rate debt. Assuming an average balance on our revolving credit borrowings of approximately ~~$13.0~~$15.9 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately ~~$7.5~~$7.3 million in annual cash interest costs.

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

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$3.4~~$3.0 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures -

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of ~~June 24, 2018~~March 31, 2019, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June 24, 2018~~March 31, 2019.

(b)Changes in Internal Control Over Financial Reporting -

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~June 24, 2018~~March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

The Partnership and Cedar Fair Management, Inc. ~~are~~were 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~~was 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~~On October 19, 2018, the ~~named Plaintiff are required to file a brief in support~~Court granted preliminary approval of the ~~settlement with~~proposed settlement. Notice of the ~~court. The hearing~~Settlement was mailed to ~~approve the final settlement is not expected to occur until the third or fourth quarter of~~class members on December 19, 2018. ~~Based upon the information available,~~On February 22, 2019, the Partnership ~~believes the liability~~entered into a final and binding settlement agreement that resolved all outstanding claims. The reserves previously recorded ~~as of June 24, 2018 is~~were adequate ~~and does not expect the terms of the negotiated~~for all settlement ~~or final briefing to materially affect its financial results in future periods.~~amounts paid.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, ~~2017.~~2018.

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

Issuer Purchases of Equity Securities:

The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended ~~June 24, 2018:~~March 31, 2019:

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

Period

Total Number of Units Purchased ⁽¹⁾
Average Price Paid per Unit Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
March 26 - April 29 87
$ 64.89
—
$ —
April 30 - May 27 —
—
—
—
May 28 - June 24 98
66.40
—
—
Total 185
$ 65.69
—
$ —



	(a)	(b)		(c)	(d)
Period	Total Number of Units Purchased ⁽¹⁾	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31	—	—		—	$	—
February 1 - February 28	29,740	$	52.56	—	—
March 1 - March 31	—	—		—	—
Total	29,740	$	52.56	—	$	—


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

ITEM 6. EXHIBITS



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

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

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

Exhibit (101)		The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended ~~June 24, 2018~~March 31, 2019 formatted in Extensible Business Reporting Language (XBRL): (i) the Unaudited Condensed Consolidated Statements of Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statement of Equity, and (v) related notes.

SIGNATURES

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



		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~August 1, 2018~~May 8, 2019	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	~~August 1, 2018~~May 8, 2019	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

4842




Part I - Financial Information

Item 1.	Financial Statements	3
	Index for Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3734

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4539

Item 4.	Controls and Procedures	4540

Part II - Other Information

Item 1.	Legal Proceedings	4640

Item 1A.	Risk Factors	4640

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4641

Item 6.	Exhibits	4741

Signatures		4842



Note 1	Significant Accounting and Reporting Policies	8
Note 2	Interim Reporting	8
Note 3	Revenue Recognition	9
Note 4	Long-Lived Assets	10
Note 5	Goodwill and Other Intangible Assets	11
Note 6	Long-Term Debt	12
Note 7	Derivative Financial Instruments	13
Note 8	Fair Value Measurements	14
Note 9	Earnings per Unit	15
Note 10	Income and Partnership Taxes	15
Note 11	Lease Commitments and Contingencies	15
Note 12	Changes in Accumulated Other Comprehensive Income	17
Note 13	Consolidating Financial Information of Guarantors and Issuers of June 2014 Notes	18
Note 14	Consolidating Financial Information of Guarantors and Issuers of April 2017 Notes	26



Changes in Accumulated Other Comprehensive Income by Component
(In thousands)	Gains and Losses on Cash Flow Hedges			Foreign Currency Translation		Total
Balance at March 25, 2018	$	(6,348	)	$	8,646	$	2,298

Other comprehensive income before reclassifications, net of tax $1,157	—			6,662		6,662

Amounts reclassified from accumulated other comprehensive income, net of tax ($249)	2,116			—		2,116

Net other comprehensive income	2,116			6,662		8,778

Balance at June 24, 2018	$	(4,232	)	$	15,308	$	11,076