Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2024


☐			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
Depositary 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. x Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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 May 3, 2024
Depositary Units (Representing Limited Partner Interests)						51,252,360

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CEDAR FAIR, L.P.

FORM 10-Q CONTENTS

Part I - Financial Information

Item 1.

Financial Statements

Index for Notes to Unaudited Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II - Other Information

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


	March 31, 2024		December 31, 2023		March 26, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	35,128	$	65,488	$	33,562
Receivables	61,530		79,513		54,386
Inventories	55,875		44,097		56,790
Prepaid insurance	10,496		4,925		9,927


Other current assets	27,158		14,817		29,498
	190,187		208,840		184,163
Property and Equipment:
Land	287,102		288,761		286,895
Land improvements	522,517		523,336		491,777
Buildings	987,558		991,424		930,054
Rides and equipment	2,119,743		2,125,726		2,033,143
Construction in progress	132,283		74,948		119,971
	4,049,203		4,004,195		3,861,840
Less accumulated depreciation	(2,365,627)		(2,368,862)		(2,240,995)
	1,683,576		1,635,333		1,620,845
Goodwill	263,182		264,625		262,273
Other Intangibles, net	48,796		49,062		48,707
Right-of-Use Asset	77,267		81,173		89,681
Other Assets	1,257		1,500		4,072
	$	2,264,265	$	2,240,533	$	2,209,741
LIABILITIES AND PARTNERS’ DEFICIT
Current Liabilities:

Accounts payable	$	52,847	$	37,595	$	66,196
Deferred revenue	225,692		183,689		198,532
Accrued interest	51,597		32,587		49,432
Accrued taxes	14,720		45,296		12,405
Accrued salaries, wages and benefits	13,674		37,421		23,942
Self-insurance reserves	27,389		30,784		27,384
Other accrued liabilities	38,347		35,354		33,627
	424,266		402,726		411,518
Deferred Tax Liability	56,958		63,403		62,679

Lease Liability	68,626		71,951		79,273

Other Liabilities	9,393		9,964		11,236
Long-Term Debt:
Revolving credit loans	158,000		—		170,000

Notes	2,277,941		2,275,451		2,268,275
	2,435,941		2,275,451		2,438,275
Commitments and Contingencies (Note 1)
Partners’ Deficit
Special L.P. interests	5,290		5,290		5,290
General partner	(7)		(6)		(8)
Limited partners, 51,252, 51,013 and 51,502 units outstanding as of March 31, 2024, December 31, 2023 and March 26, 2023, respectively	(751,215)		(602,947)		(815,254)
Accumulated other comprehensive income	15,013		14,701		16,732
	(730,919)		(582,962)		(793,240)
	$	2,264,265	$	2,240,533	$	2,209,741

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

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per unit amounts)


	Three months ended
		March 31, 2024		March 26, 2023
Net revenues:
Admissions		$	45,441	$	39,529
Food, merchandise and games		38,858		32,064
Accommodations, extra-charge products and other		17,316		12,961
		101,615		84,554
Costs and expenses:
Cost of food, merchandise, and games revenues		11,611		10,381
Operating expenses		141,938		133,340
Selling, general and administrative		61,424		46,465
Depreciation and amortization		10,312		13,681
Loss on impairment / retirement of fixed assets, net		2,614		3,636



		227,899		207,503
Operating loss		(126,284)		(122,949)
Interest expense		34,696		32,129


Loss on foreign currency		5,240		3,999
Other income		(337)		(441)
Loss before taxes		(165,883)		(158,636)
Benefit for taxes		(32,416)		(24,090)
Net loss		(133,467)		(134,546)
Net loss allocated to general partner		(1)		(1)
Net loss allocated to limited partners		$	(133,466)	$	(134,545)

Net loss		$	(133,467)	$	(134,546)
Other comprehensive income, (net of tax):
Foreign currency translation		312		1,123

Other comprehensive income, (net of tax)		312		1,123
Total comprehensive loss		$	(133,155)	$	(133,423)
Basic loss per limited partner unit:
Weighted average limited partner units outstanding		50,667		51,645
Net loss per limited partner unit		$	(2.63)	$	(2.61)
Diluted loss per limited partner unit:
Weighted average limited partner units outstanding		50,667		51,645
Net loss per limited partner unit		$	(2.63)	$	(2.61)

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

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT

(In thousands, except per unit amounts)

























For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income		Total Partners’ Deficit
Balance as of December 31, 2022	52,563	$	(612,497)	$	(4)	$	5,290	$	15,609	$	(591,602)
Net loss	—	(134,545)		(1)		—		—		(134,546)
Repurchase of limited partnership units	(1,246)	(54,646)		(3)		—		—		(54,649)
Partnership distribution declared ($0.300 per unit)	—	(15,568)		—		—		—		(15,568)
Limited partnership units related to equity-based compensation	185	2,255		—		—		—		2,255
Tax effect of units involved in treasury unit transactions	—	(253)		—		—		—		(253)
Foreign currency translation adjustment, net of tax $656	—	—		—		—		1,123		1,123


Balance as of March 26, 2023	51,502	$	(815,254)	$	(8)	$	5,290	$	16,732	$	(793,240)

Balance as of December 31, 2023	51,013	$	(602,947)	$	(6)	$	5,290	$	14,701	$	(582,962)
Net loss	—	(133,466)		(1)		—		—		(133,467)

Partnership distribution declared ($0.300 per unit)	—	(15,313)		—		—		—		(15,313)
Limited partnership units related to equity-based compensation	239	631		—		—		—		631
Tax effect of units involved in treasury unit transactions	—	(120)		—		—		—		(120)
Foreign currency translation adjustment, net of tax $832	—	—		—		—		312		312


Balance as of March 31, 2024	51,252	$	(751,215)	$	(7)	$	5,290	$	15,013	$	(730,919)

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

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Three months ended
	March 31, 2024		March 26, 2023
CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	$	(133,467)	$	(134,546)
Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization	10,312		13,681


Non-cash foreign currency loss on USD notes	5,227		3,756
Non-cash equity based compensation expense	5,284		5,053
Non-cash deferred income tax benefit	(5,559)		(6,047)


Other non-cash expenses	3,106		4,287
Changes in assets and liabilities:
(Increase) decrease in receivables	17,866		16,465
(Increase) decrease in inventories	(11,874)		(11,550)
(Increase) decrease in other assets	(16,949)		(10,421)
Increase (decrease) in accounts payable	9,218		9,703
Increase (decrease) in deferred revenue	41,982		35,661
Increase (decrease) in accrued interest	19,010		17,259
Increase (decrease) in accrued taxes	(30,325)		(24,169)
Increase (decrease) in accrued salaries, wages and benefits	(23,703)		(29,344)
Increase (decrease) in other liabilities	(738)		3,069
Net cash for operating activities	(110,610)		(107,143)
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(57,086)		(54,697)




Net cash for investing activities	(57,086)		(54,697)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on revolving credit loans	158,000		170,000




Repurchase of limited partnership units	—		(54,851)
Distributions paid to partners	(15,313)		(15,568)
Payment of debt issuance costs	—		(2,353)
Payments related to tax withholding for equity compensation	(4,653)		(2,798)
Other	(120)		(253)
Net cash from financing activities	137,914		94,177
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(578)		36
CASH AND CASH EQUIVALENTS
Net decrease for the period	(30,360)		(67,627)
Balance, beginning of period	65,488		101,189
Balance, end of period	$	35,128	$	33,562
SUPPLEMENTAL INFORMATION
Cash payments for interest	$	14,476	$	14,154
Interest capitalized	1,281		1,747
Net cash payments for income taxes	2,587		5,351
Capital expenditures in accounts payable	19,511		16,274

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

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CEDAR FAIR, L.P.

INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 1	Description of the Business and Significant Accounting 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	10
Note 6	Long-Term Debt	11
Note 7	Fair Value Measurements	12
Note 8	Loss per Unit	13
Note 9	Income and Partnership Taxes	13
Note 10	Partners' Equity	13
Note 11	Subsequent Events	14

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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," "we," "us," or "our") without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of our amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.

(1) Description of the Business and Significant Accounting Policies:

Our unaudited condensed consolidated financial statements 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, 2023, which were included in the Form 10-K filed on February 16, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission" or the "SEC"). These financial statements should be read in conjunction with the financial statements and the notes included in the Form 10-K referred to above.

Merger Agreement with Six Flags

On November 2, 2023, we announced that we entered into a definitive merger agreement to combine with Six Flags Entertainment Corporation (“Six Flags”) (NYSE: SIX). Subject to the terms and conditions set forth in the merger agreement, each issued and outstanding unit of limited partnership interest in Cedar Fair will be converted into the right to receive one (1) share of common stock of the new combined entity (subject to certain exceptions and as the same may be adjusted). Following the close of the transaction, the holders of units of Cedar Fair limited partnership interest will own approximately 51.2% of the outstanding shares of the combined company and the holders of Six Flags common stock will own approximately 48.8% of the outstanding shares of the combined company. The merger is expected to close in the first half of 2024, following regulatory approvals and satisfaction of other customary closing conditions. On March 12, 2024, Six Flags' stockholders voted to approve the adoption of the merger agreement. During the three months ended March 31, 2024, we incurred costs related to the proposed merger totaling $10.1 million, which included $6.4 million of third-party legal and consulting costs related to the transaction and $3.7 million of third-party integration consulting costs. These costs were recorded within "Selling, general and administrative" in the consolidated statement of operations and comprehensive loss.

Contingencies

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

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires the disclosure of incremental segment information on an annual and interim basis, including the disclosure of significant segment expense categories. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.

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

(2) Interim Reporting:

We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm, which is open daily on a year-round basis. Our seasonal parks are generally open daily from Memorial Day until Labor Day. Outside of daily operations, our seasonal parks are open during select weekends, including at most properties in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks are generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August.

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To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, we have adopted the following accounting procedures: (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 associated with each product; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year. For those operating costs that are expensed over each park's operating season, we recognize expense over each park's planned operating days.

(3) Revenue Recognition:

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

The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented.


	Three months ended
(In thousands)		March 31, 2024		March 26, 2023
In-park revenues		$	81,646	$	68,303
Out-of-park revenues		23,265		19,225
Concessionaire remittance		(3,296)		(2,974)
Net revenues		$	101,615	$	84,554

Due to our highly seasonal operations, a substantial portion of our revenues are generated from Memorial Day through Labor Day. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season associated with that product. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns.

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

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

Payment is due immediately on the transaction date for most products. Our receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from three monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are highest in the peak summer months and lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of March 31, 2024, December 31, 2023 and March 26, 2023, we recorded a $9.2 million, $6.3 million and $7.9 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products.

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(4) Long-Lived Assets:

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. 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 unaudited condensed consolidated financial statements. We concluded no indicators of impairment existed during the first three months of 2024 and the first three months of 2023. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

(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. We concluded no indicators of impairment existed during the first three months of 2024 and the first three months of 2023. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

Changes in the carrying value of goodwill for the three months ended March 31, 2024 and March 26, 2023 were:


(In thousands)	Goodwill
Balance as of December 31, 2023	$	264,625

Foreign currency translation	(1,443)
Balance as of March 31, 2024	$	263,182

Balance as of December 31, 2022	$	263,206

Foreign currency translation	(933)
Balance as of March 26, 2023	$	262,273

As of March 31, 2024, December 31, 2023, and March 26, 2023, other intangible assets consisted of the following:


(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
March 31, 2024
Other intangible assets:
Trade names (1)	$	48,613	$	(193)	$	48,420
License / franchise agreements	1,320		(944)		376
Total other intangible assets	$	49,933	$	(1,137)	$	48,796

December 31, 2023
Other intangible assets:
Trade names (1)	$	48,934	$	(190)	$	48,744
License / franchise agreements	1,249		(931)		318
Total other intangible assets	$	50,183	$	(1,121)	$	49,062

March 26, 2023
Other intangible assets:
Trade names (1)	$	48,411	$	(86)	$	48,325
License / franchise agreements	1,243		(861)		382
Total other intangible assets	$	49,654	$	(947)	$	48,707

(1) Trade name amortization represents amortization of the California's Great America trade name. The gross carrying amount of the California's Great America trade name totals $0.7 million. Our other trade names are indefinite-lived.

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(6) Long-Term Debt:

Long-term debt as of March 31, 2024, December 31, 2023, and March 26, 2023 consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023		March 26, 2023

Revolving credit facility 9.1% YTD 2024; 8.4% YTD 2023	$	158,000	$	—	$	170,000

Notes
2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000
2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000
2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		300,000
2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
	2,458,000		2,300,000		2,470,000
Less current portion	—		—		—
	2,458,000		2,300,000		2,470,000
Less debt issuance costs and original issue discount	(22,059)		(24,549)		(31,725)
	$	2,435,941	$	2,275,451	$	2,438,275

Term Debt and Revolving Credit Facilities

In April 2017, we amended and restated our credit agreement (the "2017 Credit Agreement") which included a senior secured revolving credit facility and a senior secured term loan facility. During 2022, we fully repaid the term loan facility.

As of March 31, 2024, our total senior secured revolving credit facility capacity under the 2017 Credit Agreement, as amended, was $300 million with a Canadian sub-limit of $15 million. The senior secured revolving credit facility bore interest at Secured Overnight Financing Rate ("SOFR") plus 350 basis points ("bps") with a SOFR adjustment of 10 bps per annum and a floor of zero, required the payment of a 62.5 bps commitment fee per annum on the unused portion of the revolving credit facility, in each case without any step-downs, and was collateralized by substantially all of the assets of the Partnership. The senior secured revolving credit facility would have matured on February 10, 2028, provided that the maturity date would have been (x) January 30, 2025 if at least $200 million of the 2025 senior notes remained outstanding as of that date, or (y) January 14, 2027 if at least $200 million of the 2027 senior notes remained outstanding as of that date. Prior to an amendment entered into on February 10, 2023, borrowings under the senior secured revolving credit facility bore interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps and matured in December 2023. There was $158.0 million of outstanding borrowings under the revolving credit facility as of March 31, 2024. The 2017 Credit Agreement, as amended, also provided for the issuance of documentary and standby letters of credit. After letters of credit of $19.9 million, we had $122.1 million of availability under our revolving credit facility as of March 31, 2024.

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

Notes

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

In April 2017, we issued $500 million of 5.375% senior unsecured notes due 2027 ("2027 senior notes"). Interest is payable under the 2027 senior notes semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2019, we issued $500 million of 5.250% senior unsecured notes due 2029 ("2029 senior notes"). Interest is payable under the 2029 senior notes semi-annually in January and July, with the principal due in full on July 15, 2029. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes"). Interest is payable under the 2028 senior notes semi-annually in April and October with the principal due in full on October 1, 2028. The 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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

Covenants

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

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

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

See the Subsequent Events footnote at Note 11 for information regarding our financial covenants and restricted payment provisions under the 2024 Credit Agreement, which was entered into in May 2024.

(7) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of March 31, 2024, December 31, 2023, and March 26, 2023 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:


(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	March 31, 2024				December 31, 2023				March 26, 2023
			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	$	293	$	293	$	319	$	319	$	366	$	366

Other financial assets (liabilities):

2025 senior notes	Long-Term Debt (1)	Level 2	$	(1,000,000)	$	(997,500)	$	(1,000,000)	$	(996,250)	$	(1,000,000)	$	(987,500)
2027 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(491,250)	$	(500,000)	$	(490,000)	$	(500,000)	$	(476,875)
2028 senior notes	Long-Term Debt (1)	Level 1	$	(300,000)	$	(300,000)	$	(300,000)	$	(298,125)	$	(300,000)	$	(290,250)
2029 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(472,500)	$	(500,000)	$	(472,500)	$	(500,000)	$	(456,250)

(1)Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $22.1 million, $24.5 million and $31.7 million as of March 31, 2024, December 31, 2023 and March 26, 2023, respectively.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, 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 March 31, 2024, December 31, 2023 or March 26, 2023.

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(8) Loss per Unit:

Net loss per limited partner unit was calculated based on the following unit amounts:


	Three months ended
(In thousands, except per unit amounts)		March 31, 2024		March 26, 2023
Basic weighted average units outstanding		50,667		51,645






Diluted weighted average units outstanding		50,667		51,645
Net loss per unit - basic		$	(2.63)	$	(2.61)
Net loss per unit - diluted		$	(2.63)	$	(2.61)

There were approximately 0.9 million and 0.6 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the three month periods ended March 31, 2024 and March 26, 2023, respectively, as their effect would have been anti-dilutive due to the net loss in the periods.

(9) Income and Partnership Taxes:

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

The total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss). Our consolidated estimated annual effective tax rate differs from the statutory federal income tax rate primarily due to state, local and foreign income taxes, and certain partnership level income not being subject to federal tax.

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

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

The Canadian government has issued draft Pillar Two legislation, which it intends to enact in 2024, that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax (as defined in the Global Minimum Tax Act). The Canadian legislation is expected to be effective for our fiscal year beginning January 1, 2024. We have performed an assessment of the potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the constituent entities in the Partnership. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and there is no material impact to our tax provision for the three months ended March 31, 2024. We will continue to evaluate the impact of these tax law changes on future reporting periods.

(10) Partners' Equity:

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

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

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

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(11) Subsequent Events:

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

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

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

With respect to the revolving credit facility only, the 2024 Credit Agreement includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant tested as of the last day of each quarter (beginning with the quarter ending June 30, 2024) except for the quarter in which the consummation of the proposed merger occurs. The maximum Net First Lien Leverage Ratio will be 3.75x prior to the consummation of the proposed merger, with step-ups in respect of quarters ending thereafter.

The 2024 Credit Agreement includes restricted payment provisions, which could limit our ability to pay partnership distributions. If our pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 2.50x, prior to the consummation of the merger, we can make unlimited restricted payments so long as no default or event of default has occurred and is continuing. If our pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, we can make restricted payments up to our Cumulative Credit (as defined in the 2024 Credit Agreement). Irrespective of any leverage calculations, we can make restricted payments not to exceed the greater of 7.0% of our Market Capitalization (as defined in the 2024 Credit Agreement) and $100 million annually prior to the consummation of the merger.

On May 2, 2024, the net proceeds from the senior secured term loan facility and cash on hand were used to redeem all of our 2025 senior notes. The redemption price was $1.0 billion in aggregate principal amount, plus accrued interest to the redemption date.

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

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

Business Overview:

We generate our revenues 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 and advertising, are relatively fixed for a typical operating season and do not vary significantly with attendance.

Each of our properties is overseen by a general manager and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a property-by-property basis. 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, Senior Vice Presidents and the general managers of the parks. We operate within a single reportable segment of amusement/water parks with accompanying resort facilities.

Merger Agreement with Six Flags:

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

Critical Accounting Policies:

Management’s 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 unaudited condensed consolidated financial statements:

•Impairment of Long-Lived Assets

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Revenue Recognition

•Income Taxes

In the first quarter of 2024, there were no changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

Results of Operations:

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

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

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

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

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Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements; see Note 3 for a reconciliation of in-park revenues and out-of-park revenues to net revenues.

Three months ended March 31, 2024 vs. Three months ended March 26, 2023

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

The following table presents key financial information for the three months ended March 31, 2024 and March 26, 2023:


	Three months ended				Increase (Decrease)
	March 31, 2024		March 26, 2023		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	101,615	$	84,554	$	17,061	20.2	%
Operating costs and expenses	214,973		190,186		24,787		13.0	%
Depreciation and amortization	10,312		13,681		(3,369)		(24.6)	%
Loss on impairment / retirement of fixed assets, net	2,614		3,636		(1,022)		N/M


Operating loss	$	(126,284)	$	(122,949)	$	(3,335)	(2.7)	%

Other Data:


Attendance	1,349		1,059		290		27.4	%
In-park per capita spending	$	60.53	$	64.47	$	(3.94)	(6.1)	%
Out-of-park revenues	$	23,265	$	19,225	$	4,040	21.0	%
Operating days	117		161		(44)		(27.3)	%

N/M Not meaningful due to the nature of the expense line-item.

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

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

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

After the items above, the operating loss for the three months ended March 31, 2024 totaled $126.3 million compared with $122.9 million for the three months ended March 26, 2023.

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

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

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

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

Adjusted EBITDA

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current and prior credit agreements. Adjusted EBITDA is not a measurement of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. 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 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. This measure is provided as a supplemental measure of our operating results and may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net loss for the three-month periods ended March 31, 2024 and March 26, 2023.


	Three months ended
(In thousands)		March 31, 2024		March 26, 2023
Net loss		$	(133,467)	$	(134,546)
Interest expense		34,696		32,129
Interest income		(360)		(514)
Benefit for taxes		(32,416)		(24,090)
Depreciation and amortization		10,312		13,681
EBITDA		(121,235)		(113,340)


Non-cash foreign currency loss		5,239		3,703
Non-cash equity compensation expense		5,284		5,053
Loss on impairment / retirement of fixed assets, net		2,614		3,636




Costs related to proposed merger (1)		10,147		—
Other (2)		771		(116)
Adjusted EBITDA		$	(97,180)	$	(101,064)

(1) Consists of $6.4 million of third-party legal and consulting transaction costs and $3.7 million of third-party integration consulting costs related to the proposed merger with Six Flags. See Note 1 for additional information. These costs are added back to net loss to calculate Adjusted EBITDA as defined in our current and prior credit agreements and were

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recorded within "Selling, general and administrative" in the unaudited condensed consolidated statement of operations and comprehensive loss.

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

For the three months ended March 31, 2024, the Adjusted EBITDA loss decreased $3.9 million compared with the three months ended March 26, 2023. On a same-week basis, or comparing the three months ended March 31, 2024 with the three months ended April 2, 2023, the Adjusted EBITDA loss would have decreased $4.3 million, or 4%. The decrease in Adjusted EBITDA loss was primarily due to an increase in net revenues driven by higher attendance as a result of more season pass sales and improved weather at Knott's Berry Farm.

Adjusted EBITDA loss for the three months ended April 2, 2023 (i.e. the same-week prior period) was calculated as a net loss of $137.3 million plus interest expense of $32.1 million, interest income of $0.5 million, benefit for taxes of $24.1 million, depreciation and amortization expense of $15.0 million, non-cash foreign currency loss of $4.6 million, non-cash equity compensation expense of $5.1 million, loss on impairment / retirement of fixed assets of $3.7 million, and other net benefit of $0.1 million.

Liquidity and Capital Resources:

Our principal sources of liquidity include cash from operating activities, funding from our long-term debt obligations and existing cash on hand. Due to the seasonality of our business, we fund pre-opening operations with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period. Our primary uses of liquidity include operating expenses, capital expenditures, interest payments, partnership distributions, income tax obligations, and, in 2022 and 2023, limited partnership unit repurchases. As of March 31, 2024, we had cash on hand of $35.1 million and availability under our revolving credit facility of $122.1 million. Based on this level of liquidity, we concluded that we will have sufficient liquidity to satisfy cash obligations at least through the second quarter of 2025.

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

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

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

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

As of March 31, 2024, deferred revenue totaled $233.2 million, including non-current deferred revenue. This represented an increase of $25.2 million compared with total deferred revenue as of March 26, 2023. The increase in total deferred revenue was primarily attributable to higher season-long product sales for the 2024 operating season.

Operating Activities

Net cash for operating activities for the first three months of 2024 totaled $110.6 million, an increase of $3.5 million compared with the same period in the prior year. The increase was primarily due to costs associated with the proposed merger with Six Flags offset somewhat by improved operating results in the current period.

Investing Activities

Net cash for investing activities for the first three months of 2024 totaled $57.1 million, an increase of $2.4 million compared with the same period in the prior year. The increase was due to the timing of capital expenditures.

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Financing Activities

Net cash from financing activities for the first three months of 2024 totaled $137.9 million, an increase of $43.7 million compared with the same period in the prior year. The increase was primarily attributable to repurchases of limited partnership units in the prior period offset somewhat by less revolving credit facility borrowings in the current period.

Contractual Obligations

As of March 31, 2024, our primary contractual obligations consisted of outstanding long-term debt agreements. Before reduction for debt issuance costs, our long-term debt agreements consisted of the following:

•$1.0 billion of 5.500% senior secured notes, which would have matured in May 2025, issued at par. The 2025 senior notes and the related guarantees were secured by first-priority liens on the issuers' and the guarantors' assets that secured all the obligations under the 2017 Credit Agreement, as amended. Interest was payable under the 2025 senior notes semi-annually in May and November. The 2025 senior notes were redeemed in full in May 2024 with proceeds from the new senior secured term loan facility under the 2024 Credit Agreement. See the Subsequent Events footnote at Note 11 for additional information.

•$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued at par. The 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Interest is payable under the 2027 senior notes semi-annually in April and October.

•$300 million of 6.500% senior unsecured notes, maturing in October 2028, issued at par. The 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Interest is payable under the 2028 senior notes semi-annually in April and October.

•$500 million of 5.250% senior unsecured notes, maturing in July 2029, issued at par. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Interest is payable under the 2029 senior notes semi-annually in January and July.

•$158.0 million borrowings under the $300 million senior secured revolving credit facility under the 2017 Credit Agreement, as amended, with a Canadian sub-limit of $15 million. The revolving credit facility bore interest at SOFR plus 350 bps with a SOFR adjustment of 10 bps per annum and a floor of zero, and required the payment of a 62.5 bps commitment fee per annum on the unused portion of the credit facilities. The senior secured revolving credit facility would have matured on February 10, 2028, provided that the maturity date would have been (x) January 30, 2025 if at least $200 million of the 2025 senior notes remained outstanding as of that date, or (y) January 14, 2027 if at least $200 million of the 2027 senior notes remained outstanding as of that date. The credit agreement provided for the issuance of documentary and standby letters of credit. After letters of credit, which totaled $19.9 million as of March 31, 2024, we had $122.1 million of availability under the revolving credit facility. Our letters of credit were primarily in place to backstop insurance arrangements. In May 2024, we entered into the 2024 Credit Agreement that includes a new senior secured term loan facility and revolving credit facility. The revolving credit facility under the 2024 Credit Agreement replaced the revolving credit facility under the 2017 Credit Agreement. See the Subsequent Events footnote at Note 11 for additional information.

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See the Subsequent Events footnote at Note 11 for information regarding our financial covenants and restricted payment provisions under the 2024 Credit Agreement, which was entered into in May 2024.

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

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

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

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

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

The following tables provide summarized financial information for each of our co-issuers and guarantors of the 2027, 2028 and 2029 senior notes (the "Obligor Group"). We presented each entity that is a co-issuer of the registered senior notes separately. The subsidiaries that guarantee the registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries have not been eliminated. Certain subsidiaries of Cedar Fair did not guarantee our credit facilities or senior notes as the assets and results of operations of these subsidiaries were immaterial (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $14.0 million and $14.3 million as of March 31, 2024 and December 31, 2023, respectively.

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


Current Assets	$	182	$	39,320	$	39,335	$	342,620	$	1,648,348




Non-Current Assets	(419,033)		1,822,685		621,549		2,435,958		1,951,662




Current Liabilities	157,852		1,536,227		195,784		283,529		115,653


Non-Current Liabilities	149,083		1,858		16,099		2,300,793		138,253


Balance as of December 31, 2023


Current Assets	$	445	$	13,876	$	46,641	$	346,820	$	1,618,550




Non-Current Assets	(269,050)		1,916,183		627,130		2,387,798		1,955,628




Current Liabilities	160,560		1,525,756		188,975		223,098		107,007


Non-Current Liabilities	148,854		2,019		16,985		2,141,096		141,402



Three Months Ended March 31, 2024


Net revenues	$	57	$	24,871	$	1,247	$	100,904	$	11,545


Operating (loss) income	(48,528)		(77,075)		(9,711)		31,289		(22,137)


Net loss	(133,278)		(80,626)		(19,121)		—		(19,283)

Twelve Months Ended December 31, 2023


Net revenues	$	87,790	$	478,478	$	173,321	$	1,935,516	$	447,639


Operating income (loss)	84,005		(153,697)		67,459		126,165		182,687


Net income	125,284		72,213		98,108		—		263,071

Forward Looking Statements

Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs, goals and strategies regarding the future. These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions 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, that our growth and operational strategies will achieve the target results, that the proposed transaction with Six Flags will close or that the Company will realize the anticipated benefits thereof. Important risk factors that may cause such a difference and could adversely affect attendance at our parks, our future financial performance, our growth strategies and/or the proposed transaction, and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease, include, but are not limited to: general economic conditions; the impacts of public health concerns; adverse weather conditions; competition for consumer leisure time and spending; unanticipated construction delays; changes in our capital investment plans and projects; the expected timing and likelihood of completion of the proposed transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined company’s operations and other conditions to the completion of the proposed transaction, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Cedar Fair, Six Flags or their respective directors and others following announcement of the merger agreement and proposed transaction; the inability to consummate the transaction due to the failure to satisfy other conditions to complete the transaction; the potential adverse effects on the market price of either or both Cedar Fair units or Six Flags common stock; risks that the proposed transaction disrupts and/or harms current plans and operations of Cedar Fair or Six Flags, including that management’s time and attention will be diverted on transaction-related issues; the amount of the costs, fees, expenses and charges related to the transaction, including the possibility that the transaction may be more expensive to complete than anticipated; the ability of Cedar Fair and Six Flags to successfully integrate their businesses and to achieve anticipated synergies and value creation; potential adverse restrictions during the pendency of the proposed transaction to pursue certain business opportunities and strategic transactions; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting Cedar Fair and Six Flags; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the

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pendency of the proposed transaction that could affect Cedar Fair’s and/or Six Flags’ financial performance and operating results; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; other factors we discuss from time to time in our reports filed with the SEC; and those risks that are described in the registration statement on Form S-4 and the accompanying proxy statement/prospectus. Additional information on risk factors that may affect our business and financial results can be found in our Annual Report on Form 10-K and in the filings we make from time to time with the SEC, including this Form 10-Q. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this document.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

We repaid all of our then-outstanding variable-rate long-term debt during 2022 and subsequently terminated our interest rate swap agreements. Therefore, as of March 31, 2024, all of our outstanding long-term debt represented fixed-rate debt except for revolving credit borrowings. Assuming the daily average balance over the past twelve months on revolving credit borrowings of approximately $71.9 million, a hypothetical 100 bps increase in 30-day SOFR on our variable-rate debt would lead to an increase of approximately $0.7 million in cash interest costs over the next twelve months. In May 2024, we entered into the 2024 Credit Agreement, which includes a variable-rate senior secured term loan facility and replaced the revolving credit facility under the 2017 Credit Agreement. A hypothetical 100 bps increase in 30-day SOFR on the senior secured term loan facility under the 2024 Credit Agreement would lead to an increase of $10.0 million in cash interest costs over the next twelve months. See the Subsequent Events footnote at Note 11 for additional information.

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

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures -

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of March 31, 2024, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2024.

(b)Changes in Internal Control Over Financial Reporting -

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

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

Issuer Purchases of Equity Securities:

The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended March 31, 2024:


	(a)	(b)		(c)	(d)
Period	Total Number of Units Purchased (1)	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (2)
January 1 - January 31	—	—		—	$	237,962,641
February 1 - February 29	59,942	$	39.24	—	$	237,962,641
March 1 - March 31	—	—		—	$	237,962,641
Total	59,942	$	39.24	—	$	237,962,641

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

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

ITEM 5. OTHER INFORMATION

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

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ITEM 6. EXHIBITS


Exhibit (10.1)						2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2024 Employment Agreement Version)

Exhibit (10.2)						2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2024 Severance Plan Version)

Exhibit (10.3)						2016 Omnibus Incentive Plan Form of Performance Award Agreement (2024 Employment Agreement Version)

Exhibit (10.4)						2016 Omnibus Incentive Plan Form of Performance Award Declaration (2024 Severance Plan Version)

Exhibit (10.5)						Credit Agreement, dated as of May 1, 2024, by and among Cedar Fair, L.P., Canada’s Wonderland Company and Millennium Operations LLC, as borrowers, the other subsidiary borrowers party thereto, the guarantors party thereto, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on May 2, 2024.

Exhibit (22)						Subsidiary Guarantors and Issuers of Guaranteed Securities. Incorporated herein by reference to Exhibit 22 to the Registrant's Form 10-K (File No. 001-09444) filed on February 18, 2022.

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 March 31, 2024 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Partners' Deficit, and (v) related notes, tagged as blocks of text and including detailed tags.

Exhibit (104)						The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES

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


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	May 9, 2024	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	May 9, 2024	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

Exhibit 10.1

CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN

RESTRICTED UNIT AWARD DECLARATION

This Restricted Unit Award Declaration (“Declaration”) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan (the “Plan”), including (without limitation) Article VIII, the provisions of which are incorporated into this Declaration by reference. Capitalized terms used herein shall have the meanings ascribed to them in the Plan, unless indicated otherwise.

1.Restricted Unit Award In General. Participant’s Restricted Unit Award (the “Award”) is outlined in the attached Notice of Restricted Unit Award of Cedar Fair, L.P. (the “Notice”) and is subject to Participant’s continuous employment by the Company or an Affiliate throughout each of the Restricted Periods that commence on the Grant/Award Date and end on each of the Vesting Dates specified under the heading “Vesting Schedule” in the Notice (individually, a “Restricted Period” and, collectively, the “Restricted Periods”). Distribution Equivalents on the Restricted Units shall be accumulated until the lapse of the Restricted Period, if and to the extent the Company makes distributions on its Units during the Restricted Period, and shall be paid pursuant to the provisions of Section 3 hereof in the same form as accrued. During the Restricted Period, the Participant shall have the right to vote such Restricted Units, but the Participant shall not have the right to receive any payments or distributions with respect to such Restricted Units, and the Participant may not sell, transfer, pledge, or assign such Restricted Units.

2.Forfeiture. The Restricted Units shall be automatically forfeited if the Participant ceases to be employed by the Company or an Affiliate at any time during the Restricted Period, except as provided in Sections 3 and 5 of this Declaration.

3.Lapse of Restriction. The employment restriction on the Restricted Units shall lapse upon the Participant’s completion of continuous employment throughout the Restricted Period, and the Restricted Units shall thereupon become unrestricted Units. All Distribution Equivalents on the Restricted Units accumulated during the Restricted Period shall be paid in a lump sum within seventy-four (74) days following the end of the Restricted Period; provided that if such seventy-four (74) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the calendar year of payment.

If a Participant dies or incurs a Disability during employment and prior to the end of the Restricted Period that results in a Separation from Service, the employment restriction on the Restricted Units shall lapse, the Restricted Units shall thereupon become unrestricted Units, and all Distribution Equivalents accumulated through the date the restrictions lapse shall be paid in a lump sum to the Participant (or the Participant’s estate or beneficiary) within seventy-four (74) days of the date of Participant’s death or Disability; provided that if such seventy-four (74) day period begins in one calendar year and ends in another, neither the Participant nor the Participant’s estate or beneficiary shall have the right to designate the calendar year of payment.

If a Participant incurs a Separation from Service due to Retirement prior to the expiration of the Restricted Period, the employment restriction on the Restricted Units shall lapse, the Restricted Units shall thereupon become unrestricted Units, and all Distribution Equivalents accumulated through the date the restrictions lapse shall be paid in a lump sum to the Participant within seventy-four (74) days of the date of the Participant’s Separation from Service due to Retirement; provided that if such seventy-four (74) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the calendar year of payment.

Except in the case of death, Disability, and Retirement, and as permitted by Section 409A (or an exception thereto) and the Plan (including Section 13.1(b) of the Plan and Section 5 hereof), no lapse of restrictions or payment of Distribution Equivalents shall be accelerated.

4.Tax Matters and Withholding. To the extent permitted by applicable securities laws, the Company, the Participant’s employer or their agent(s) shall withhold all required local, state, federal, and other taxes and any other amount required to be withheld by any governmental authority or law from the Units issued, and Distribution Equivalents paid, pursuant to the Award, and Units issued hereunder shall be retained by, surrendered back to or reacquired by the Company or an Affiliate as necessary in order to accomplish the foregoing, with the number of

unrestricted Units to be delivered after the expiration of the Restricted Period being reduced accordingly. The number of Units to be withheld shall have a Fair Market Value equal to the amount required to be withheld as of the date that the amount is withheld. The Participant will execute such other documentation as may be necessary or appropriate to accomplish the foregoing. Prior to such withholding, in accordance with procedures established by or agreement of the Committee or the Participant’s employer, the Participant may arrange to pay all applicable withholdings in cash on the due date of such withholdings. To the extent applicable law does not permit the withholding of Units, the Participant shall pay all applicable withholdings in cash on the due date of such withholdings. If the Participant elects, in accordance with Section 83(b) of the Code, to recognize ordinary income in the year in which the Restricted Units are awarded, the Participant shall promptly furnish to Magnum Management Corporation a copy of the completed and signed election that is filed with the Internal Revenue Service within thirty (30) days of the date of the Award.

5.Priority of Agreements. In the event of a Change in Control (as such term is defined in the Plan), the terms of Section 13 of the Plan shall govern and control over any conflicting term of this Declaration; provided, however, that Section 7 shall govern and control as to the conversion of this Award into HoldCo Restricted Shares in connection with the transactions contemplated by the Merger Agreement (as defined in Section 7). The change in control provisions of Section 4.2 of Participant’s employment agreement shall not apply to this Award and shall be superseded by this Declaration and Section 13.1(b) of the Plan. Section 6.1(f) of the Participant’s employment agreement shall apply to this Award and shall govern and control over any conflicting term of this Declaration. Accordingly, if Participant is entitled to payments under Section 6.1(f) of such employment agreement, then, subject to the release provisions of such employment agreement, Participant shall become fully vested in any portion of this Award that is scheduled to vest within the eighteen- (18-) month period following Participant’s date of termination, Participant shall receive payments on each payment date as provided in this Declaration as if the Participant were employed by Cedar Fair on the relevant payment date and all such portions of this Award shall be paid or vest pursuant to the terms of this Declaration, but without regard to any continuing employment requirements or proration. Portions of this Award that are scheduled to vest (in whole or in part) after the eighteen- (18-) month period following the Participant’s date of termination as described above under Section 6.1(f) of the employment agreement, shall vest and be paid only in accordance with the terms of this Award and the terms of the Plan.

6.Clawback. Notwithstanding anything in the Plan, this Declaration or any other agreement or declaration, the Company will be entitled, to the extent permitted or required by applicable law, rule or regulation, Company policy and/or the requirements of an exchange on which the Company’s Units are listed for trading, in each case, as in effect from time to time, to cancel this or any Other Award (as defined below) and/or to require the reimbursement or return of, recoup or otherwise recover equity or other compensation of whatever kind paid or delivered by the Company or any of its affiliates at any time to Participant under the Plan, as well as any profits or gains realized thereon. This Award and any other award(s) made to Participant before or after the date hereof (collectively, “Other Awards”) are subject to the foregoing and the other provisions of this paragraph. The provisions in this paragraph apply whether any such law, rule, regulation, Company policy and/or exchange listing requirement is in existence or applies as of the applicable grant or payment date or is later adopted, modified or becomes applicable. By accepting this Award, Participant agrees to the provisions of this paragraph, agrees to comply with any Company request or demand for such recoupment, other recovery or cancellation/forfeiture, and agrees to be bound by any such applicable clawback law, rule, regulation, exchange listing requirement and/or policy adopted in the discretion of the Company (including, without limitation, policies to comply with applicable laws, rules, regulations and/or exchange listing requirements and any other policies). The provisions in this paragraph are not exclusive and are in addition to every other right or remedy at law or in equity that may be available to the Company, including under the Plan and any other plan or agreements with Participant.

7.Merger Agreement. The following provisions shall apply in connection with the transactions contemplated by the Merger Agreement (the “Merger Agreement”) dated November 2, 2023, by and between the Company, Six Flags Entertainment Corporation (“Six Flags”), CopperSteel HoldCo, Inc. (“HoldCo”) and CopperSteel Merger Sub, LLC. Defined terms used in this Section 7 but not otherwise defined herein, in this Award Declaration or in the Plan shall have the meanings set forth in the Merger Agreement. If this Award remains outstanding immediately prior to the First Effective Time, then pursuant to Section 3.1(c)(i) of the Merger Agreement, this Award shall, as of the First Effective Time, automatically and without any action on the part of the

holder thereof, cease to represent an Award of Restricted Units denominated in the Company’s Units, and each Restricted Unit hereunder shall be converted into a HoldCo Restricted Share, and any accrued Distribution Equivalents shall carry over, pursuant to the terms of Section 3.1(c)(i) of the Merger Agreement.

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IN WITNESS WHEREOF, Magnum Management Corporation, a subsidiary of Cedar Fair, L.P., has caused this Declaration to be executed by its duly authorized officer as approved by the Committee and the Participant has executed this Declaration as of the day and year indicated.




			MAGNUM MANAGEMENT CORPORATION By: Title: Date:

In consideration for the Participant’s Restricted Unit Award for the 20xx – 20xx Restricted Periods described herein, Participant accepts the modifications made in this Declaration with respect to the treatment of this Award under Participant’s employment agreement with Cedar Fair.




			PARTICIPANT Name: Title: Date:

A copy of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan Information Statement is available for review on the Cedar Fair Intranet link at http://cfnet/ under “Document Share”, and a copy of the most current Form 10-K is available for review at https://ir.cedarfair.com/overview/default.aspx#annual-reports.

Notice of Restricted Stock Award of Cedar Fair, L.P.

Company Name

Plan

Participant Id

Participant Name

Participant Address

Grant/Award Type

Share Amount

Grant/Award Date

VESTING SCHEDULE




Vesting Date	No. of Shares	Percent

Exhibit 10.2

CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN

RESTRICTED UNIT AWARD DECLARATION

5.Priority of Agreements. In the event of a Change in Control (as such term is defined in the Plan), the terms of Section 13 of the Plan shall govern and control over any conflicting term of this Declaration or any separate agreement; provided, however, that Section 7 shall govern and control as to the conversion of this Award into HoldCo Restricted Shares in connection with the transactions contemplated by the Merger Agreement (as defined in Section 7), and provided further, however, that if Units are exchanged for or become exchangeable for securities of another entity as a result of a Change in Control, and if the entity resulting from such Change in Control does not assume or replace the unvested Restricted Units, then the unvested Restricted Units and Distribution Equivalents covered by this Award will become 100% vested immediately upon such Change in Control. Consistent with the foregoing, if the Participant is party to a separate agreement with Cedar Fair containing change in control provisions, the change in control provisions of any such other agreement shall not apply to this Award and shall be superseded by this Declaration. In addition, Participant also is a Participant under the Cedar Fair, L.P. Executive and Management Severance Plan (“Severance Plan Participant”) as of the Grant Date of this Award (such Executive and Management Severance Plan, or any successor plan thereto, as amended from time to time, the “Severance Plan”). Accordingly, if Participant remains a Severance Plan Participant and experiences a Qualifying Termination with respect to which Participant becomes eligible for vesting or payment of all or a portion of this Award under the Severance Plan, then the provisions of the Severance Plan shall govern and control over any conflicting term or provision of this Declaration, subject to the release provisions and other terms and conditions of the Severance Plan.

6. Clawback. Notwithstanding anything in the Plan, this Declaration or any other agreement or declaration, the Company will be entitled, to the extent permitted or required by applicable law, rule or regulation, Company policy and/or the requirements of an exchange on which the Company’s Units are listed for trading, in each case, as in effect from time to time, to cancel this or any Other Award (as defined below) and/or to require the reimbursement or return of, recoup or otherwise recover equity or other compensation of whatever kind paid or delivered by the Company or any of its affiliates at any time to Participant under the Plan, as well as any profits or gains realized thereon. This Award and any other award(s) made to Participant before or after the date hereof (collectively, “Other Awards”) are subject to the foregoing and the other provisions of this paragraph. The provisions in this paragraph apply whether any such law, rule, regulation, Company policy and/or exchange listing requirement is in existence or applies as of the applicable grant or payment date or is later adopted, modified or becomes applicable. By accepting this Award, Participant agrees to the provisions of this paragraph, agrees to comply with any Company request or demand for such recoupment, other recovery or cancellation/forfeiture, and agrees to be bound by any such applicable clawback law, rule, regulation, exchange listing requirement and/or policy adopted in the discretion of the Company (including, without limitation, policies to comply with applicable laws, rules, regulations and/or exchange listing requirements and any other policies). The provisions in this paragraph are not exclusive and are in addition to every other right or remedy at law or in equity that may be available to the Company, including under the Plan and any other plan or agreements with Participant.

Agreement, this Award shall, as of the First Effective Time, automatically and without any action on the part of the holder thereof, cease to represent an Award of Restricted Units denominated in the Company’s Units, and each Restricted Unit hereunder shall be converted into a HoldCo Restricted Share, and any accrued Distribution Equivalents shall carry over, pursuant to the terms of Section 3.1(c)(i) of the Merger Agreement.

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			MAGNUM MANAGEMENT CORPORATION By: Title: Date:

Notice of Restricted Stock Award of Cedar Fair, L.P.

Company Name

Plan

Participant Id

Participant Name

Participant Address

Grant/Award Type

Share Amount

Grant/Award Date

VESTING SCHEDULE




Vesting Date	No. of Shares	Percent

Exhibit 10.3

CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

This Performance Unit Award Agreement (“Agreement”) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan (the “Plan”), including (without limitation) Article IX, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings used in the Plan, unless indicated otherwise.


PARTICIPANT:
GRANT DATE:
TARGET NUMBER OF POTENTIAL UNITS:
MAXIMUM NUMBER OF POTENTIAL UNITS:
PERFORMANCE OBJECTIVES:			As specified on Exhibit A
PERFORMANCE PERIOD:

1.Performance Award in General. Under Participant’s Performance Unit Award (the “Award”), the Participant shall be eligible to receive up to a maximum number of potential Performance Units (the “Maximum Number”) equal to ____% of the target number of potential Performance Units for the performance period specified above (the “Performance Period”), as determined and adjusted pursuant to the performance goals and objectives as specified on Exhibit A (the “Performance Objectives”) and as set forth in Section 2 of this Agreement; provided that except as otherwise provided in this Agreement (i) the number of Performance Units to be paid will depend on the level of attainment of the Performance Objectives during the Performance Period as determined by the Committee following the end of the Performance Period, and (ii) Participant must remain in the continuous employment with the Company or an Affiliate through the Payment Date as defined in and subject to Sections 2 and 4 of this Agreement. Distribution Equivalents on the Units that may be earned under this Award shall accrue and be accumulated until the end of the applicable Performance Period, if and to the extent the Company makes distributions on its Units during such Performance Period, and shall be payable only in cash pursuant to the provisions of Section 2 hereof.

2.Payment Date.

A.If the performance objectives set forth in the Performance Objectives are achieved during the Performance Period, any potential Performance Units under this Award that become payable under Section 1 shall be paid in a lump sum in Units, and Distribution Equivalents on such number of Performance Units that become payable, if and to the extent the Company makes distributions on its Units after the grant date and prior to payment of the Performance Units shall be paid in a lump sum in cash, in each case within the first seventy-four (74) days following the end of the Performance Period (the actual date of payment is referred to herein as the “Payment Date”); provided that the Participant must be continuously employed by the Company or an Affiliate throughout the Performance Period and from the last day of the Performance Period through the Payment Date or will forfeit his or her entire Award, except as described in Sections 2.B, 2.C and 4 of this Agreement or as provided in Section 13.1 of the Plan.

B.If the Participant dies or incurs a Separation from Service due to Disability prior to the Payment Date specified in Section 2.A, and the level of achievement of the Performance Objectives otherwise would result in a payment on such Payment Date, the Participant (or the Participant’s estate) shall receive payment on such Payment Date as provided in Section 2.A as if the Participant were employed by the Company or an Affiliate on the Payment Date; provided, however, that any such payment will be prorated by multiplying the number of Performance Units that would be payable on the Payment Date in accordance with Section 2.A and Exhibit A by a fraction, the numerator of which equals the number of full months from January 1, 20xx until the date of the death or Separation from Service due to Disability, and the denominator of which equals thirty-six (36).

If the Participant Retires (and incurs a Separation from Service) prior to the Payment Date specified in Section 2.A, and the level of achievement of the Performance Objectives otherwise would result in a payment on such Payment Date, the Performance Award shall be paid on such Payment Date as provided in Section 2.A as if the Participant were employed by the Company or an Affiliate on the Payment Date; provided, however, that any such payment will be prorated by multiplying the number of Performance Units that would be payable on the Payment Date in accordance with Section 2.A and Exhibit A by a fraction, the numerator of which equals the number of full months from January 1, 20xx until the date of the Separation of Service due to Retirement, and the denominator of which equals thirty-six (36).

Except as permitted by Section 409A (or an exception thereto), Section 4 of this Agreement and Section 13.1(c) of the Plan, no payment shall be accelerated. If the Award becomes payable under Section 13.1(c) of the Plan or the Change in Control provision in Section 4 of this Agreement, payment will be at the target number of potential Performance Units, provided however, that if this Award has been converted pursuant to Section 2.C.a or Section 2.C.b, such payment will be at the applicable number of shares of HoldCo common stock underlying such HoldCo RSU Award and include any accrued Distribution Equivalents thereon.

C.The following provisions shall apply in connection with the transactions contemplated by the Merger Agreement (the “Merger Agreement”) dated November 2, 2023, by and between the Company, Six Flags Entertainment Corporation (“Six Flags”), CopperSteel HoldCo, Inc. (“HoldCo”) and CopperSteel Merger Sub, LLC. Defined terms used in this Section 2.C but not otherwise defined herein, in this Award Agreement or in the Plan shall have the meanings set forth in the Merger Agreement.

a.Subject to and except as otherwise provided in Section 2.C.b, if this Award remains outstanding immediately prior to the First Effective Time, then pursuant to Section 3.1(c)(iii) of the Merger Agreement, this Award shall, as of the First Effective Time, automatically and without any action on the part of the holder thereof, cease to represent an Award of Performance Units denominated in the Company’s Units and shall be converted into a HoldCo RSU Award pursuant to the terms of Section 3.1(c)(iii) of the Merger Agreement.

b.Notwithstanding Section 2.C.a., subject to the approval requirements and limitations set forth in Section 7.1(b) of the Merger Agreement, the Board (or the appropriate committee thereof) may determine, in its sole discretion, that in lieu of the amount of this Award to be converted pursuant to Section 3.1(c)(iii) of the Merger Agreement, a pro rata portion of the Target Number of potential Performance Units under this Award shall instead be converted into a HoldCo RSU Award as of the First Effective Time (with any remaining potential Performance Units under and corresponding portion of this Award being forfeited and cancelled). If such approval under the Merger Agreement is obtained, such requirements and limitations are satisfied, and the Board (or the appropriate committee thereof) exercises its discretion pursuant to the preceding sentence, then, as of the First Effective Time, automatically and without any action on the part of the holder hereof: (x) a pro rata portion of the Target Number of potential Performance Units under this Award shall cease to represent an Award of Performance Units denominated in the Company’s Units and shall be converted into a HoldCo RSU Award, and any Distribution Equivalents accrued on such pro rata amount shall carry over to such HoldCo RSU Award, and (y) any remaining potential Performance Units that could have been earned under this Award shall be forfeited, and the corresponding portion of this Award shall terminate and be cancelled without further action required. For purposes of the foregoing, (I) the pro rata portion of the Award to be converted shall equal the Target Number of potential Performance Units multiplied by a fraction, the numerator of which is the number of days completed during the Performance Period prior to the Closing Date and the denominator of which is one thousand ninety-six (1,096); (II) the number of shares of HoldCo Common Stock subject to such HoldCo RSU Award will equal the product (rounded up to the nearest whole number) of (A) the pro-rated Target Number of potential Performance Units determined in accordance with the immediately preceding clause (I), and (B) the Copper Exchange Ratio; and (III) except as specifically provided above, following the First Effective Time, any HoldCo RSU Award into which a pro-

rated portion of this Award is converted under this Section 2.C.b shall continue to be governed by the same terms and conditions (including vesting conditions and forfeiture terms and terms relating to Distribution Equivalents) as were applicable to this Award immediately prior to the First Effective Time, provided, that as of the First Effective Time, the performance-vesting conditions shall no longer apply and the HoldCo RSU Award shall be subject solely to service-based vesting; provided, that any amounts relating to Distribution Equivalents, if any, granted in respect of this Award that are accrued or credited and unpaid as of the First Effective Time shall carry over and be paid if and when required by and in accordance with the terms and conditions that were applicable to this Award immediately prior to the First Effective Time.

c.In addition to the foregoing, the conversion of this Award under Section 2.C.a. or 2.C.b. shall be subject to the continuous employment requirements of this Performance Unit Award Agreement.

d.In consideration for and by accepting this Award, the holder of this Award hereby consents and agrees to the treatment of this Award pursuant to Section 2.C.a. or 2.C.b., in the sole discretion of the Board (or the appropriate committee thereof).

3.Tax Matters and Withholding. To the extent permitted by applicable securities laws, the Company, the Participant’s employer or their agent(s) shall withhold all required local, state, federal, and other taxes and any other amount required to be withheld by any governmental authority or law from the Units issued, and Distribution Equivalents paid, pursuant to the Award, and Units issued hereunder shall be retained by, surrendered back to or reacquired by the Company or an Affiliate as necessary in order to accomplish the foregoing, with the number of Units to be delivered on the Payment Dates being reduced accordingly. The number of Units to be withheld shall have a Fair Market Value equal to the amount required to be withheld as of the date that the amount is withheld. The Participant will execute such other documentation as may be necessary or appropriate to accomplish the foregoing. Prior to such withholding, in accordance with procedures established by or agreement of the Committee or the Participant’s employer, the Participant may arrange to pay all applicable withholdings in cash on the due date of such withholdings. To the extent applicable law does not permit the withholding of Units, the Participant shall pay all applicable withholdings in cash on the due date of such withholdings.

4.Priority of Agreements. Section 2.C shall govern and control over any conflicting term of the Plan as to the conversion of this Award into a HoldCo RSU Award in connection with the transactions contemplated by the Merger Agreement. If this Award has been converted pursuant to Section 2.C, Section 13 of the Plan shall continue to apply and shall govern and control over any conflicting terms of the HoldCo RSU Award following such conversion, except that, if the award becomes payable under Section 13.1 of the Plan following its conversion into a HoldCo RSU Award, such payment will be at the number of shares of HoldCo common stock underlying the HoldCo RSU Award and include any accrued Distribution Equivalents thereon. Except as provided in the preceding two sentences, in the event of a Change in Control (as such term is defined in the Plan), the terms of Section 13 of the Plan shall govern and control over any conflicting term of this Agreement. The change in control provisions of Section 4.2 of Participant’s employment agreement shall not apply to this Award and shall be superseded by this Agreement and Section 13.1(c) of the Plan. Section 6.1(f) of the Participant’s employment agreement shall apply to this Award and shall govern and control over any conflicting term of this Agreement. Accordingly, if Participant is entitled to payments under Section 6.1(f) of such employment agreement, then, subject to the release provisions of such employment agreement, Participant shall become fully vested in any payment under this Award that is scheduled to vest within the eighteen- (18-) month period following Participant’s date of termination, Participant shall receive payments on the Payment Date as provided in this Agreement as if the Participant were employed by Cedar Fair on the relevant Payment Date and this Award shall be paid or vest pursuant to the terms of this Agreement, but without regard to any continuing employment requirements or proration. If this Award is scheduled to vest (in whole or in part) after the eighteen- (18-) month period following the Participant’s date of termination as described above under Section 6.1(f) of the employment agreement, this Award shall vest and be paid only in accordance with the terms of this Award and the terms of the Plan.

5.Clawback. Notwithstanding anything in the Plan, this Agreement or any other agreement or declaration, the Company will be entitled, to the extent permitted or required by applicable law, rule or regulation, Company policy and/or the requirements of an exchange on which the Company’s Units are listed for trading, in each case, as in effect from time to time, to cancel this or any Other Award (as defined below) and/or to require the reimbursement or return of, recoup or otherwise recover equity or other compensation of whatever kind paid or delivered by the Company or any of its affiliates at any time to Participant under the Plan, as well as any profits or gains realized thereon. This Award and any other award(s) made to Participant before or after the date hereof (collectively, “Other Awards”) are subject to the foregoing and the other provisions of this paragraph. The provisions in this paragraph apply whether any such law, rule, regulation, Company policy and/or exchange listing requirement is in existence or applies as of the applicable grant or payment date or is later adopted, modified or becomes applicable. By accepting this Award, Participant agrees to the provisions of this paragraph, agrees to comply with any Company request or demand for such recoupment, other recovery or cancellation/forfeiture, and agrees to be bound by any such applicable clawback law, rule, regulation, exchange listing requirement and/or policy adopted in the discretion of the Company (including, without limitation, policies to comply with applicable laws, rules, regulations and/or exchange listing requirements and any other policies). The provisions in this paragraph are not exclusive and are in addition to every other right or remedy at law or in equity that may be available to the Company, including under the Plan and any other plan or agreements with Participant.

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IN WITNESS WHEREOF, Magnum Management Corporation, a subsidiary of Cedar Fair, L.P., has caused this Agreement to be executed by its duly authorized officer as approved by the Committee and the Participant has executed this Agreement as of the day and year below written.




			MAGNUM MANAGEMENT CORPORATION By: Title: Date:

In consideration for the Participant’s Performance Unit Award for the January 1, 20xx – December 31, 20xx Performance Period described herein, Participant accepts the modifications made in this Agreement with respect to the treatment of this Award under Participant’s employment agreement with Cedar Fair.




			PARTICIPANT Name: Title: Date:

Exhibit A

Performance Objectives

See attached.

Exhibit 10.4

CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN

PERFORMANCE UNIT AWARD DECLARATION

This Performance Unit Award Declaration (“Declaration”) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan (the “Plan”), including (without limitation) Article IX, the provisions of which are incorporated into this Declaration by reference. Capitalized terms used herein shall have the meanings used in the Plan, unless indicated otherwise.

1.Performance Award in General. The Participant’s Performance Unit Award (the “Award”) is outlined in the attached Notice of PSU of Cedar Fair, L.P. (the “Notice”), the provisions of which are incorporated into this Declaration by reference. The target number of potential Performance Units for this Award (the “Target Number”) for the performance period specified in Exhibit A (the “Performance Period”) is the number set forth under the “Share Amount” caption in the Notice. Under this Award, the Participant shall be eligible to receive up to a maximum number of potential Performance Units (the “Maximum Number”) equal to ____% of the Target Number of potential Performance Units for the Performance Period, as determined and adjusted pursuant to the performance goals and objectives as specified on Exhibit A (the “Performance Objectives”) and as set forth in Section 2 of this Declaration; provided that except as otherwise provided in this Declaration (i) the number of Performance Units to be paid will depend on the level of attainment of the Performance Objectives during the Performance Period as determined by the Committee following the end of the Performance Period, and (ii) Participant must remain in the continuous employment with the Company or an Affiliate through the Payment Date as defined in and subject to Sections 2 and 4 of this Declaration. Distribution Equivalents on the Units that may be earned under this Award shall accrue and be accumulated until the end of the applicable Performance Period, if and to the extent the Company makes distributions on its Units during such Performance Period, and shall be payable only in cash pursuant to the provisions of Section 2 hereof.

2.Payment Date.

A.If the performance objectives set forth in the Performance Objectives are achieved during the Performance Period, any potential Performance Units under this Award that become payable under Section 1 shall be paid in a lump sum in Units, and Distribution Equivalents on such number of Performance Units that become payable, if and to the extent the Company makes distributions on its Units after the grant date and prior to payment of the Performance Units shall be paid in a lump sum in cash, in each case within the first seventy-four (74) days following the end of the Performance Period (the actual date of payment is referred to herein as the “Payment Date”); provided that the Participant must be continuously employed by the Company or an Affiliate throughout the Performance Period and from the last day of the Performance Period through the Payment Date or will forfeit his or her entire Award, except as described in Sections 2.B, 2.C and 4 of this Declaration or as provided in Section 13.1 of the Plan. The 74th day following the end of the Performance Period is referenced under the “Vesting Date” caption in the Notice; however, the vesting or forfeiture of this Award and any potential Units hereunder shall be governed by and determined in accordance with the provisions in this Declaration.

on such Payment Date, the Performance Award shall be paid on such Payment Date as provided in Section 2.A as if the Participant were employed by the Company or an Affiliate on the Payment Date; provided, however, that any such payment will be prorated by multiplying the number of Performance Units that would be payable on the Payment Date in accordance with Section 2.A and Exhibit A by a fraction, the numerator of which equals the number of full months from January 1, 20xx until the date of the Separation of Service due to Retirement, and the denominator of which equals thirty-six (36).

Except as permitted by Section 409A (or an exception thereto), Section 4 of this Declaration and Section 13.1(c) of the Plan, no payment shall be accelerated. If the Award becomes payable under Section 13.1(c) of the Plan or the Change in Control provision in Section 4 of this Declaration, payment will be at the target number of potential Performance Units, provided however, that if this Award has been converted pursuant to Section 2.C.a or Section 2.C.b, such payment will be at the applicable number of shares of HoldCo common stock underlying such HoldCo RSU Award and include any accrued Distribution Equivalents thereon.

C.The following provisions shall apply in connection with the transactions contemplated by the Merger Agreement (the “Merger Agreement”) dated November 2, 2023, by and between the Company, Six Flags Entertainment Corporation (“Six Flags”), CopperSteel HoldCo, Inc. (“HoldCo”) and CopperSteel Merger Sub, LLC. Defined terms used in this Section 2.C but not otherwise defined herein, in this Award Declaration or in the Plan shall have the meanings set forth in the Merger Agreement.

relating to Distribution Equivalents) as were applicable to this Award immediately prior to the First Effective Time, provided, that as of the First Effective Time, the performance-vesting conditions shall no longer apply and the HoldCo RSU Award shall be subject solely to service-based vesting; provided, that any amounts relating to Distribution Equivalents, if any, granted in respect of this Award that are accrued or credited and unpaid as of the First Effective Time shall carry over and be paid if and when required by and in accordance with the terms and conditions that were applicable to this Award immediately prior to the First Effective Time.

c.In addition to the foregoing, the conversion of this Award under Section 2.C.a. or 2.C.b. shall be subject to the continuous employment requirements of this Performance Unit Award Declaration.

4.Priority of Agreements. Section 2.C shall govern and control over any conflicting term of the Plan as to the conversion of this Award into a HoldCo RSU Award in connection with the transactions contemplated by the Merger Agreement. If this Award has been converted pursuant to Section 2.C, Section 13 of the Plan shall continue to apply and shall govern and control over any conflicting terms of the HoldCo RSU Award following such conversion, except that, if the award becomes payable under Section 13.1 of the Plan following its conversion into a HoldCo RSU Award, such payment will be at the number of shares of HoldCo common stock underlying the HoldCo RSU Award and include any accrued Distribution Equivalents thereon. Except as provided in the preceding two sentences, in the event of a Change in Control (as such term is defined in the Plan), the terms of Section 13 of the Plan shall govern and control over any conflicting term of this Declaration or any separate agreement; provided, however, that if Units are exchanged for or become exchangeable for securities of another entity as a result of a Change in Control, and if the entity resulting from such Change in Control does not assume or replace the potential Performance Units, then the potential Performance Units, and the Distribution Equivalents relating thereto, covered by this Award will become payable at 100% of the target number of potential Performance Units immediately upon the Change in Control. Consistent with the foregoing, if the Participant is party to a separate agreement with Cedar Fair containing change in control provisions, the change in control provisions of any such other agreement shall not apply to this Award and shall be superseded by this Declaration. In addition, Participant also is a Participant under the Cedar Fair, L.P. Executive and Management Severance Plan (“Severance Plan Participant”) as of the Grant Date of this Award (such Executive and Management Severance Plan, or any successor plan thereto, as amended from time to time, the “Severance Plan”). Accordingly, if Participant remains a Severance Plan Participant and experiences a Qualifying Termination with respect to which Participant becomes eligible for vesting or payment of all or a portion of this Award under the Severance Plan, then the provisions of the Severance Plan shall govern and control over any conflicting term or provision of this Declaration, subject to the release provisions and other terms and conditions of the Severance Plan.

5.Clawback. Notwithstanding anything in the Plan, this Declaration or any other agreement or declaration, the Company will be entitled, to the extent permitted or required by applicable law, rule or regulation, Company policy and/or the requirements of an exchange on which the Company’s Units are listed for trading, in each case, as in effect from time to time, to cancel this or any Other Award (as defined below) and/or to require the reimbursement or return of, recoup or otherwise recover equity or other compensation of whatever kind paid or delivered by the Company or any of its affiliates at any time to Participant under the Plan, as well as any profits or gains realized thereon. This Award and any other award(s) made to Participant before or after the date hereof (collectively, “Other Awards”) are subject to the foregoing and the other provisions of this paragraph. The provisions in this paragraph apply whether any such law, rule, regulation, Company policy and/or exchange listing requirement is in existence or applies as of the applicable grant or payment date or is later adopted, modified or becomes applicable. By accepting this Award, Participant agrees to the provisions of this paragraph, agrees to comply with any Company request or demand for such recoupment, other recovery or cancellation/forfeiture, and agrees to be bound by any such applicable clawback law, rule, regulation, exchange listing requirement and/or policy adopted in the discretion of the Company (including, without limitation, policies to comply with applicable laws, rules, regulations and/or exchange listing requirements and any other policies). The provisions in this paragraph are not exclusive and are in addition to every other right or remedy at law or in equity that may be available to the Company, including under the Plan and any other plan or agreements with Participant.

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			MAGNUM MANAGEMENT CORPORATION By: Title: Date:

A copy of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan Information Statement is available for review within AST EPS under “Document Library”, and a copy of the most current Form 10-K is available for review at https://ir.cedarfair.com/overview/#annual-reports.

Exhibit A

Performance Objectives

See attached.


Notice of PSU of Cedar Fair, L.P.

Company Name
Plan
Participant Id
Participant Name
Participant Address
Grant/Award Type
Share Amount
Grant/Award Date


VESTING SCHEDULE


Vesting Date	No. of Shares	Percent

Exhibit 31.1

CERTIFICATION

I, Richard A. Zimmerman, certify that:

1)I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;

2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4)The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	May 9, 2024	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Brian C. Witherow, certify that:

1)I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date:	May 9, 2024	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and Chief Financial Officer

Exhibit 32

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cedar Fair, L.P. (the “Partnership”) on Form 10-Q for the period ending March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Partnership certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

May 9, 2024


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

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

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	1-9444
Entity Registrant Name	CEDAR FAIR, L.P.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	34-1560655
Entity Address, Address Line One	One Cedar Point Drive
Entity Address, City or Town	Sandusky
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44870-5259
City Area Code	419
Local Phone Number	626-0830
Title of 12(b) Security	Depositary Units (Representing Limited Partner Interests)
Trading Symbol	FUN
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		51,252,360
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Central Index Key	0000811532
Current Fiscal Year End Date	--12-31

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 26, 2023
Current Assets:
Cash and cash equivalents	$ 35,128	$ 65,488	$ 33,562
Receivables	61,530	79,513	54,386
Inventories	55,875	44,097	56,790
Prepaid insurance	10,496	4,925	9,927
Other current assets	27,158	14,817	29,498
Total current assets	190,187	208,840	184,163
Property and Equipment:
Land	287,102	288,761	286,895
Land improvements	522,517	523,336	491,777
Buildings	987,558	991,424	930,054
Rides and equipment	2,119,743	2,125,726	2,033,143
Construction in progress	132,283	74,948	119,971
Total property and equipment, gross	4,049,203	4,004,195	3,861,840
Less accumulated depreciation	(2,365,627)	(2,368,862)	(2,240,995)
Total property and equipment, net	1,683,576	1,635,333	1,620,845
Goodwill	263,182	264,625	262,273
Other Intangibles, net	48,796	49,062	48,707
Right-of-Use Asset	77,267	81,173	89,681
Other Assets	1,257	1,500	4,072
Total Assets	2,264,265	2,240,533	2,209,741
Current Liabilities:
Accounts payable	52,847	37,595	66,196
Deferred revenue	225,692	183,689	198,532
Accrued interest	51,597	32,587	49,432
Accrued taxes	14,720	45,296	12,405
Accrued salaries, wages and benefits	13,674	37,421	23,942
Self-insurance reserves	27,389	30,784	27,384
Other accrued liabilities	38,347	35,354	33,627
Total current liabilities	424,266	402,726	411,518
Deferred Tax Liability	56,958	63,403	62,679
Lease Liability	68,626	71,951	79,273
Other Liabilities	9,393	9,964	11,236
Long-Term Debt:
Revolving credit loans	158,000	0	170,000
Notes	2,277,941	2,275,451	2,268,275
Total long-term debt	2,435,941	2,275,451	2,438,275
Commitments and Contingencies (Note 1)
Partners’ Deficit
Special L.P. interests	5,290	5,290	5,290
General partner	(7)	(6)	(8)
Limited partners, 51,252, 51,013 and 51,502 units outstanding as of March 31, 2024, December 31, 2023 and March 26, 2023, respectively	(751,215)	(602,947)	(815,254)
Accumulated other comprehensive income	15,013	14,701	16,732
Total partners' equity	(730,919)	(582,962)	(793,240)
Total Liabilities and Partners' Equity	$ 2,264,265	$ 2,240,533	$ 2,209,741

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares shares in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 26, 2023
Statement of Financial Position [Abstract]
Limited partners, units outstanding (in shares)	51,252	51,013	51,502

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 26, 2023
Net revenues:
Net revenues	$ 101,615	$ 84,554
Costs and expenses:
Cost of food, merchandise, and games revenues	11,611	10,381
Operating expenses	141,938	133,340
Selling, general and administrative	61,424	46,465
Depreciation and amortization	10,312	13,681
Loss on impairment / retirement of fixed assets, net	2,614	3,636
Total costs and expenses	227,899	207,503
Operating loss	(126,284)	(122,949)
Interest expense	34,696	32,129
Loss on foreign currency	5,240	3,999
Other income	(337)	(441)
Loss before taxes	(165,883)	(158,636)
Benefit for taxes	(32,416)	(24,090)
Net loss	(133,467)	(134,546)
Net loss allocated to general partner	(1)	(1)
Net loss allocated to limited partners	(133,466)	(134,545)
Other comprehensive income, (net of tax):
Foreign currency translation	312	1,123
Other comprehensive income, (net of tax)	312	1,123
Total comprehensive loss	$ (133,155)	$ (133,423)
Basic loss per limited partner unit:
Weighted average limited partner units outstanding (in shares)	50,667	51,645
Net loss per limited partner unit (in dollars per share)	$ (2.63)	$ (2.61)
Diluted loss per limited partner unit:
Weighted average limited partner units outstanding (in shares)	50,667	51,645
Net loss per limited partner unit (in dollars per share)	$ (2.63)	$ (2.61)
Admissions
Net revenues:
Net revenues	$ 45,441	$ 39,529
Food, merchandise and games
Net revenues:
Net revenues	38,858	32,064
Accommodations, extra-charge products and other
Net revenues:
Net revenues	$ 17,316	$ 12,961

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 26, 2023
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	$ (582,962)	$ (591,602)
Net loss	(133,467)	(134,546)
Repurchase of limited partnership units		(54,649)
Partnership distribution declared	(15,313)	(15,568)
Limited partnership units related to equity-based compensation	631	2,255
Tax effect of units involved in treasury unit transactions	(120)	(253)
Foreign currency translation adjustment, net of tax	312	1,123
Ending balance	$ (730,919)	$ (793,240)
Limited Partners’ Deficit
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance (in shares)	51,013	52,563
Beginning balance	$ (602,947)	$ (612,497)
Net loss	(133,466)	$ (134,545)
Repurchase of limited partnership units (in shares)		(1,246)
Repurchase of limited partnership units		$ (54,646)
Partnership distribution declared	$ (15,313)	$ (15,568)
Limited partnership units related to equity-based compensation (in shares)	239	185
Limited partnership units related to equity-based compensation	$ 631	$ 2,255
Tax effect of units involved in treasury unit transactions	$ (120)	$ (253)
Ending balance (in shares)	51,252	51,502
Ending balance	$ (751,215)	$ (815,254)
General Partner’s Deficit
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	(6)	(4)
Net loss	(1)	(1)
Repurchase of limited partnership units		(3)
Ending balance	(7)	(8)
Special L.P. Interests
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	5,290	5,290
Ending balance	5,290	5,290
Accumulated Other Comprehensive Income
Increase (Decrease) in Partners' Capital [Roll Forward]
Beginning balance	14,701	15,609
Foreign currency translation adjustment, net of tax	312	1,123
Ending balance	$ 15,013	$ 16,732

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 26, 2023
Statement of Partners' Capital [Abstract]
Partnership distribution declared, per unit (in dollars per share)	$ 0.300	$ 0.300
Foreign currency translation adjustment, tax	$ 832	$ 656

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 26, 2023
CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	$ (133,467)	$ (134,546)
Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization	10,312	13,681
Non-cash foreign currency loss on USD notes	5,227	3,756
Non-cash equity based compensation expense	5,284	5,053
Non-cash deferred income tax benefit	(5,559)	(6,047)
Other non-cash expenses	3,106	4,287
Changes in assets and liabilities:
(Increase) decrease in receivables	17,866	16,465
(Increase) decrease in inventories	(11,874)	(11,550)
(Increase) decrease in other assets	(16,949)	(10,421)
Increase (decrease) in accounts payable	9,218	9,703
Increase (decrease) in deferred revenue	41,982	35,661
Increase (decrease) in accrued interest	19,010	17,259
Increase (decrease) in accrued taxes	(30,325)	(24,169)
Increase (decrease) in accrued salaries, wages and benefits	(23,703)	(29,344)
Increase (decrease) in other liabilities	(738)	3,069
Net cash for operating activities	(110,610)	(107,143)
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(57,086)	(54,697)
Net cash for investing activities	(57,086)	(54,697)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on revolving credit loans	158,000	170,000
Repurchase of limited partnership units	0	(54,851)
Distributions paid to partners	(15,313)	(15,568)
Payment of debt issuance costs	0	(2,353)
Payments related to tax withholding for equity compensation	(4,653)	(2,798)
Other	(120)	(253)
Net cash from financing activities	137,914	94,177
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(578)	36
CASH AND CASH EQUIVALENTS
Net decrease for the period	(30,360)	(67,627)
Balance, beginning of period	65,488	101,189
Balance, end of period	35,128	33,562
SUPPLEMENTAL INFORMATION
Cash payments for interest	14,476	14,154
Interest capitalized	1,281	1,747
Net cash payments for income taxes	2,587	5,351
Capital expenditures in accounts payable	$ 19,511	$ 16,274

Description of the Business and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Description of the Business and Significant Accounting Policies	Description of the Business and Significant Accounting Policies: Our unaudited condensed consolidated financial statements 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, 2023, which were included in the Form 10-K filed on February 16, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission" or the "SEC"). These financial statements should be read in conjunction with the financial statements and the notes included in the Form 10-K referred to above. Merger Agreement with Six Flags On November 2, 2023, we announced that we entered into a definitive merger agreement to combine with Six Flags Entertainment Corporation (“Six Flags”) (NYSE: SIX). Subject to the terms and conditions set forth in the merger agreement, each issued and outstanding unit of limited partnership interest in Cedar Fair will be converted into the right to receive one (1) share of common stock of the new combined entity (subject to certain exceptions and as the same may be adjusted). Following the close of the transaction, the holders of units of Cedar Fair limited partnership interest will own approximately 51.2% of the outstanding shares of the combined company and the holders of Six Flags common stock will own approximately 48.8% of the outstanding shares of the combined company. The merger is expected to close in the first half of 2024, following regulatory approvals and satisfaction of other customary closing conditions. On March 12, 2024, Six Flags' stockholders voted to approve the adoption of the merger agreement. During the three months ended March 31, 2024, we incurred costs related to the proposed merger totaling $10.1 million, which included $6.4 million of third-party legal and consulting costs related to the transaction and $3.7 million of third-party integration consulting costs. These costs were recorded within "Selling, general and administrative" in the consolidated statement of operations and comprehensive loss. Contingencies We are a party to a number of lawsuits in the normal course of business. In the opinion of management, none of these matters, beyond what has been disclosed in this Form 10-Q, are expected to have a material effect in the aggregate on the unaudited condensed consolidated financial statements. New Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires the disclosure of incremental segment information on an annual and interim basis, including the disclosure of significant segment expense categories. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires additional income tax disclosures, including amendments to the rate reconciliation and income taxes paid disclosure. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. We are in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.

Interim Reporting	3 Months Ended
Interim Reporting	Mar. 31, 2024
Quarterly Financial Information Disclosure [Abstract]
Interim Reporting	Interim Reporting: We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm, which is open daily on a year-round basis. Our seasonal parks are generally open daily from Memorial Day until Labor Day. Outside of daily operations, our seasonal parks are open during select weekends, including at most properties in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks are generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, we have adopted the following accounting procedures: (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 associated with each product; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year. For those operating costs that are expensed over each park's operating season, we recognize expense over each park's planned operating days.

Revenue Recognition

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition:


	Three months ended
(In thousands)		March 31, 2024		March 26, 2023
In-park revenues		$	81,646	$	68,303
Out-of-park revenues		23,265		19,225
Concessionaire remittance		(3,296)		(2,974)
Net revenues		$	101,615	$	84,554

Long-Lived Assets	3 Months Ended
Long-Lived Assets	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Long-Lived Assets	Long-Lived Assets: Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. 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 unaudited condensed consolidated financial statements. We concluded no indicators of impairment existed during the first three months of 2024 and the first three months of 2023. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets:

Changes in the carrying value of goodwill for the three months ended March 31, 2024 and March 26, 2023 were:


(In thousands)	Goodwill
Balance as of December 31, 2023	$	264,625

Foreign currency translation	(1,443)
Balance as of March 31, 2024	$	263,182

Balance as of December 31, 2022	$	263,206

Foreign currency translation	(933)
Balance as of March 26, 2023	$	262,273

As of March 31, 2024, December 31, 2023, and March 26, 2023, other intangible assets consisted of the following:


(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
March 31, 2024
Other intangible assets:
Trade names (1)	$	48,613	$	(193)	$	48,420
License / franchise agreements	1,320		(944)		376
Total other intangible assets	$	49,933	$	(1,137)	$	48,796

December 31, 2023
Other intangible assets:
Trade names (1)	$	48,934	$	(190)	$	48,744
License / franchise agreements	1,249		(931)		318
Total other intangible assets	$	50,183	$	(1,121)	$	49,062

March 26, 2023
Other intangible assets:
Trade names (1)	$	48,411	$	(86)	$	48,325
License / franchise agreements	1,243		(861)		382
Total other intangible assets	$	49,654	$	(947)	$	48,707

Long-Term Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt:

Long-term debt as of March 31, 2024, December 31, 2023, and March 26, 2023 consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023		March 26, 2023

Revolving credit facility 9.1% YTD 2024; 8.4% YTD 2023	$	158,000	$	—	$	170,000

Notes
2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000
2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000
2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		300,000
2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
	2,458,000		2,300,000		2,470,000
Less current portion	—		—		—
	2,458,000		2,300,000		2,470,000
Less debt issuance costs and original issue discount	(22,059)		(24,549)		(31,725)
	$	2,435,941	$	2,275,451	$	2,438,275

Term Debt and Revolving Credit Facilities

Notes

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

Covenants

See the Subsequent Events footnote at Note 11 for information regarding our financial covenants and restricted payment provisions under the 2024 Credit Agreement, which was entered into in May 2024.

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements:


(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	March 31, 2024				December 31, 2023				March 26, 2023
			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	$	293	$	293	$	319	$	319	$	366	$	366

Other financial assets (liabilities):

2025 senior notes	Long-Term Debt (1)	Level 2	$	(1,000,000)	$	(997,500)	$	(1,000,000)	$	(996,250)	$	(1,000,000)	$	(987,500)
2027 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(491,250)	$	(500,000)	$	(490,000)	$	(500,000)	$	(476,875)
2028 senior notes	Long-Term Debt (1)	Level 1	$	(300,000)	$	(300,000)	$	(300,000)	$	(298,125)	$	(300,000)	$	(290,250)
2029 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(472,500)	$	(500,000)	$	(472,500)	$	(500,000)	$	(456,250)

Loss per Unit

3 Months Ended

Mar. 31, 2024

Earnings Per Unit [Abstract]

Loss per Unit

Loss per Unit:

Net loss per limited partner unit was calculated based on the following unit amounts:


	Three months ended
(In thousands, except per unit amounts)		March 31, 2024		March 26, 2023
Basic weighted average units outstanding		50,667		51,645






Diluted weighted average units outstanding		50,667		51,645
Net loss per unit - basic		$	(2.63)	$	(2.61)
Net loss per unit - diluted		$	(2.63)	$	(2.61)

Income and Partnership Taxes	3 Months Ended
Income and Partnership Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income and Partnership Taxes	Income and Partnership Taxes: We are subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal, state and local income taxes on income from our corporate subsidiaries and foreign income taxes on our foreign subsidiary. As such, the total provision (benefit) for taxes includes amounts for the PTP gross income tax and federal, state, local and foreign income taxes. Under applicable accounting rules, the total provision (benefit) for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes. The total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss). Our consolidated estimated annual effective tax rate differs from the statutory federal income tax rate primarily due to state, local and foreign income taxes, and certain partnership level income not being subject to federal tax. Unrecognized tax benefits, including accrued interest and penalties, were not material in any period presented. We recognize interest and penalties related to unrecognized tax benefits as income tax expense. The Inflation Reduction Act was signed into law on August 16, 2022 and created a new 15% corporate alternative minimum tax ("CAMT") based on adjusted financial statement income. The effective date of the provision was January 1, 2023. We will not be subject to CAMT as our reported earnings for each of the past three years did not exceed $1 billion. The Canadian government has issued draft Pillar Two legislation, which it intends to enact in 2024, that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax (as defined in the Global Minimum Tax Act). The Canadian legislation is expected to be effective for our fiscal year beginning January 1, 2024. We have performed an assessment of the potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the constituent entities in the Partnership. We considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and there is no material impact to our tax provision for the three months ended March 31, 2024. We will continue to evaluate the impact of these tax law changes on future reporting periods.

Partners' Equity	3 Months Ended
Partners' Equity	Mar. 31, 2024
Equity [Abstract]
Partners' Equity	Partners' Equity: On August 3, 2022, we announced that our Board of Directors approved a unit repurchase program authorizing the Partnership to repurchase units for an aggregate amount of not more than $250 million. There were 1.2 million limited partnership units repurchased under the August 2022 repurchase program during the three months ended March 26, 2023 at an average price of $43.84 per limited partner unit for an aggregate amount of $54.6 million. There was no remaining availability under the August 2022 repurchase program following our repurchase of units under that program during April 2023. Accordingly, there were no limited partnership units repurchased under the August 2022 repurchase program during the three months ended March 31, 2024. On May 4, 2023, we announced that our Board of Directors authorized the Partnership to repurchase additional units for an aggregate amount of not more than $250 million. There were no units repurchased under the May 2023 repurchase program during the three months ended March 31, 2024. There was $238.0 million of remaining availability under the May 2023 repurchase program as of March 31, 2024. Subject to applicable rules and regulations, we can repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases are based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other business considerations. No limit was placed on the duration of either repurchase program. The Partnership is not obligated to repurchase any minimum dollar amount or specific number of units, and can modify, suspend, or discontinue the program at any time.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events: On May 1, 2024, we entered into the 2024 Credit Agreement, which includes a $1.0 billion senior secured term loan facility and a $300 million revolving credit facility. The revolving credit facility replaced the existing revolving credit facility under the 2017 Credit Agreement, as amended. The facilities provided under the 2024 Credit Agreement are collateralized by substantially all of the assets of the Partnership and its wholly owned domestic subsidiaries, subject to customary exceptions set forth in the 2024 Credit Agreement. The senior secured term loan facility amortizes at 25 bps quarterly, or $10.0 million per year; matures on May 1, 2031; and bears interest at Term SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum. The revolving credit facility bears interest at Term SOFR or Term Canadian Overnight Repo Rate Average plus a margin of 200 bps per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum; matures on February 10, 2028, subject to a springing maturity date on the date that is 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $200 million on such date; requires a commitment fee of 50 bps per annum on the unused portion of the revolving credit facility, which is subject to decrease to 37.5 bps upon achievement of a 3.0x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement); and provides for the issuance of documentary and standby letters of credit. With respect to the revolving credit facility only, the 2024 Credit Agreement includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant tested as of the last day of each quarter (beginning with the quarter ending June 30, 2024) except for the quarter in which the consummation of the proposed merger occurs. The maximum Net First Lien Leverage Ratio will be 3.75x prior to the consummation of the proposed merger, with step-ups in respect of quarters ending thereafter. The 2024 Credit Agreement includes restricted payment provisions, which could limit our ability to pay partnership distributions. If our pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 2.50x, prior to the consummation of the merger, we can make unlimited restricted payments so long as no default or event of default has occurred and is continuing. If our pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, we can make restricted payments up to our Cumulative Credit (as defined in the 2024 Credit Agreement). Irrespective of any leverage calculations, we can make restricted payments not to exceed the greater of 7.0% of our Market Capitalization (as defined in the 2024 Credit Agreement) and $100 million annually prior to the consummation of the merger. On May 2, 2024, the net proceeds from the senior secured term loan facility and cash on hand were used to redeem all of our 2025 senior notes. The redemption price was $1.0 billion in aggregate principal amount, plus accrued interest to the redemption date.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 26, 2023
Pay vs Performance Disclosure
Net loss	$ (133,467)	$ (134,546)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Description of the Business and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Contingencies	Contingencies We are a party to a number of lawsuits in the normal course of business. In the opinion of management, none of these matters, beyond what has been disclosed in this Form 10-Q, are expected to have a material effect in the aggregate on the unaudited condensed consolidated financial statements.
New Accounting Pronouncements	New Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires the disclosure of incremental segment information on an annual and interim basis, including the disclosure of significant segment expense categories. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires additional income tax disclosures, including amendments to the rate reconciliation and income taxes paid disclosure. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. We are in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.

Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue


	Three months ended
(In thousands)		March 31, 2024		March 26, 2023
In-park revenues		$	81,646	$	68,303
Out-of-park revenues		23,265		19,225
Concessionaire remittance		(3,296)		(2,974)
Net revenues		$	101,615	$	84,554

Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Partnership's Carrying Value of Goodwill

Changes in the carrying value of goodwill for the three months ended March 31, 2024 and March 26, 2023 were:


(In thousands)	Goodwill
Balance as of December 31, 2023	$	264,625

Foreign currency translation	(1,443)
Balance as of March 31, 2024	$	263,182

Balance as of December 31, 2022	$	263,206

Foreign currency translation	(933)
Balance as of March 26, 2023	$	262,273

Schedule of Partnership's Other Intangible Assets

As of March 31, 2024, December 31, 2023, and March 26, 2023, other intangible assets consisted of the following:


(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
March 31, 2024
Other intangible assets:
Trade names (1)	$	48,613	$	(193)	$	48,420
License / franchise agreements	1,320		(944)		376
Total other intangible assets	$	49,933	$	(1,137)	$	48,796

December 31, 2023
Other intangible assets:
Trade names (1)	$	48,934	$	(190)	$	48,744
License / franchise agreements	1,249		(931)		318
Total other intangible assets	$	50,183	$	(1,121)	$	49,062

March 26, 2023
Other intangible assets:
Trade names (1)	$	48,411	$	(86)	$	48,325
License / franchise agreements	1,243		(861)		382
Total other intangible assets	$	49,654	$	(947)	$	48,707

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt as of March 31, 2024, December 31, 2023, and March 26, 2023 consisted of the following:


(In thousands)	March 31, 2024		December 31, 2023		March 26, 2023

Revolving credit facility 9.1% YTD 2024; 8.4% YTD 2023	$	158,000	$	—	$	170,000

Notes
2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000
2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000
2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		300,000
2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
	2,458,000		2,300,000		2,470,000
Less current portion	—		—		—
	2,458,000		2,300,000		2,470,000
Less debt issuance costs and original issue discount	(22,059)		(24,549)		(31,725)
	$	2,435,941	$	2,275,451	$	2,438,275

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis


(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	March 31, 2024				December 31, 2023				March 26, 2023
			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	$	293	$	293	$	319	$	319	$	366	$	366

Other financial assets (liabilities):

2025 senior notes	Long-Term Debt (1)	Level 2	$	(1,000,000)	$	(997,500)	$	(1,000,000)	$	(996,250)	$	(1,000,000)	$	(987,500)
2027 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(491,250)	$	(500,000)	$	(490,000)	$	(500,000)	$	(476,875)
2028 senior notes	Long-Term Debt (1)	Level 1	$	(300,000)	$	(300,000)	$	(300,000)	$	(298,125)	$	(300,000)	$	(290,250)
2029 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(472,500)	$	(500,000)	$	(472,500)	$	(500,000)	$	(456,250)

Loss per Unit (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Unit [Abstract]

Schedule of Net Income Per Limited Partner Unit

Net loss per limited partner unit was calculated based on the following unit amounts:


	Three months ended
(In thousands, except per unit amounts)		March 31, 2024		March 26, 2023
Basic weighted average units outstanding		50,667		51,645






Diluted weighted average units outstanding		50,667		51,645
Net loss per unit - basic		$	(2.63)	$	(2.61)
Net loss per unit - diluted		$	(2.63)	$	(2.61)

Description of the Business and Significant Accounting Policies (Details) - USD ($) $ in Millions		3 Months Ended
	Nov. 02, 2023	Mar. 31, 2024
Six Flags
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Payments for merger related costs		$ 10.1
Six Flags \| Third-party Legal And Consulting Costs
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Payments for merger related costs		6.4
Six Flags \| Third-party Integration Consulting Costs
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Payments for merger related costs		$ 3.7
Six Flags Entertainment Corporation
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Corporate ownership interest (as a percent)	51.20%
Six Flags Entertainment Corporation \| Six Flags
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Corporate ownership interest (as a percent)	48.80%

Interim Reporting (Details)	Mar. 31, 2024 property
Quarterly Financial Information Disclosure [Abstract]
Number of properties owned and operated	13

Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 26, 2023
Disaggregation of Revenue [Line Items]
Concessionaire remittance	$ (3,296)	$ (2,974)
Net revenues	101,615	84,554
In-park revenues
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	81,646	68,303
Out-of-park revenues
Disaggregation of Revenue [Line Items]
Revenue from contract with customer	$ 23,265	$ 19,225

Revenue Recognition - Narrative (Details) $ in Thousands		3 Months Ended
Revenue Recognition - Narrative (Details) $ in Thousands	Jan. 01, 2024 USD ($)	Mar. 31, 2024 USD ($) monthlyInstallment	Dec. 31, 2023 USD ($)	Mar. 26, 2023 USD ($)
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 183,700	$ 225,692	$ 183,689	$ 198,532
Deferred revenue, season-long products (as a percent)	89.00%
Revenue from contract with customer		$ 14,000
Payment terms for billing		30 days
Allowance for doubtful accounts receivable		$ 9,200	$ 6,300	7,900
Minimum
Disaggregation of Revenue [Line Items]
Number of monthly installments \| monthlyInstallment		3
Maximum
Disaggregation of Revenue [Line Items]
Number of monthly installments \| monthlyInstallment		12
Non-current deferred revenue
Disaggregation of Revenue [Line Items]
Non-current deferred revenues specific to next year products		$ 7,500		$ 9,500

Goodwill and Other Intangible Assets - Schedule of Changes in Partnership's Carrying Value of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 26, 2023
Goodwill [Roll Forward]
Goodwill beginning of period	$ 264,625	$ 263,206
Foreign currency translation	(1,443)	(933)
Goodwill end of period	$ 263,182	$ 262,273

Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 26, 2023	Jun. 26, 2022
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 49,933	$ 50,183	$ 49,654
Accumulated Amortization	(1,137)	(1,121)	(947)
Net Carrying Value	48,796	49,062	48,707
California's Great America \| Trade names
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Indefinite-lived intangible assets, gross value				$ 700
Trade names
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	48,613	48,934	48,411
Accumulated Amortization	(193)	(190)	(86)
Net Carrying Value	48,420	48,744	48,325
License / franchise agreements
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	1,320	1,249	1,243
Accumulated Amortization	(944)	(931)	(861)
Net Carrying Value	$ 376	$ 318	$ 382

Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 26, 2023
Debt Instrument [Line Items]
Long-term debt, gross	$ 2,458,000	$ 2,300,000	$ 2,470,000
Less current portion	0	0	0
Long-term debt, excluding current maturities, gross	2,458,000	2,300,000	2,470,000
Less debt issuance costs and original issue discount	(22,059)	(24,549)	(31,725)
Total long-term debt	$ 2,435,941	2,275,451	$ 2,438,275
Revolving credit facility 9.1% YTD 2024; 8.4% YTD 2023 \| Revolving credit facility
Debt Instrument [Line Items]
Weighted average interest rate	9.10%		8.40%
Long-term debt, gross	$ 158,000	0	$ 170,000
Secured debt \| 2025 U.S. fixed rate senior secured notes at 5.500%
Debt Instrument [Line Items]
Interest rate (as a percent)	5.50%
Long-term debt, gross	$ 1,000,000	1,000,000	1,000,000
Secured debt \| 2027 U.S. fixed rate senior unsecured notes at 5.375%
Debt Instrument [Line Items]
Interest rate (as a percent)	5.375%
Long-term debt, gross	$ 500,000	500,000	500,000
Secured debt \| 2028 U.S. fixed rate senior unsecured notes at 6.500%
Debt Instrument [Line Items]
Interest rate (as a percent)	6.50%
Long-term debt, gross	$ 300,000	300,000	300,000
Secured debt \| 2029 U.S. fixed rate senior unsecured notes at 5.250%
Debt Instrument [Line Items]
Interest rate (as a percent)	5.25%
Long-term debt, gross	$ 500,000	$ 500,000	$ 500,000

Long-Term Debt - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended
Long-Term Debt - Narrative (Details) - USD ($)	Jun. 30, 2019	Mar. 31, 2024	Oct. 31, 2020	Apr. 30, 2020	Apr. 30, 2017
Debt Instrument [Line Items]
Revolving credit facility		$ 158,000,000
Available borrowings under revolving credit facility		$ 122,100,000
Restricted payments
Debt Instrument [Line Items]
Consolidated leverage ratio		5.25
Restricted payment		$ 100,000,000
SOFR
Debt Instrument [Line Items]
Interest rate margin over LIBOR		0.10%
Third Amendment, 2017 Credit Agreement \| SOFR
Debt Instrument [Line Items]
Basis spread on variable rate		3.50%
Third Amendment, 2017 Credit Agreement \| LIBOR
Debt Instrument [Line Items]
Interest rate margin over LIBOR		3.50%
Third Amendment, 2017 Credit Agreement \| CDOR
Debt Instrument [Line Items]
Interest rate margin over LIBOR		2.50%
Third Amendment, 2017 Credit Agreement \| Secured debt
Debt Instrument [Line Items]
Interest rate margin floor		0
Third Amendment, 2017 Credit Agreement \| Senior Secured Revolving Credit Facility
Debt Instrument [Line Items]
Commitment fee (as a percent)		0.625%
2025 Senior Notes \| Secured debt
Debt Instrument [Line Items]
Debt instrument amended outstanding amount		$ 200,000,000
Debt instrument, face amount				$ 1,000,000,000
Interest rate (as a percent)				5.50%
2027 Senior Notes \| Secured debt
Debt Instrument [Line Items]
Debt instrument amended outstanding amount		200,000,000
Standby Letters of Credit
Debt Instrument [Line Items]
Standby letters of credit outstanding, amount		$ 19,900,000
2027 U.S. fixed rate senior unsecured notes at 5.375% \| Secured debt
Debt Instrument [Line Items]
Interest rate (as a percent)		5.375%
2027 U.S. fixed rate senior unsecured notes at 5.375% \| Senior unsecured notes
Debt Instrument [Line Items]
Debt instrument, face amount					$ 500,000,000
Interest rate (as a percent)					5.375%
2029 U.S. fixed rate senior unsecured notes at 5.250% \| Secured debt
Debt Instrument [Line Items]
Interest rate (as a percent)		5.25%
2029 U.S. fixed rate senior unsecured notes at 5.250% \| Senior unsecured notes
Debt Instrument [Line Items]
Debt instrument, face amount	$ 500,000,000
Interest rate (as a percent)	5.25%
Redemption of original face amount (as a percent)	100.00%
2028 U.S. fixed rate senior unsecured notes at 6.500% \| Secured debt
Debt Instrument [Line Items]
Interest rate (as a percent)		6.50%
2028 U.S. fixed rate senior unsecured notes at 6.500% \| Senior unsecured notes
Debt Instrument [Line Items]
Debt instrument, face amount			$ 300,000,000
Interest rate (as a percent)			6.50%
Revolving credit facility \| Third Amendment, 2017 Credit Agreement \| Secured debt
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 300,000,000
Bridge loan \| Second Amended 2017 Credit Agreement
Debt Instrument [Line Items]
Maximum borrowing capacity		$ 15,000,000
Secured debt \| Third Amendment, 2017 Credit Agreement \| Period three
Debt Instrument [Line Items]
Total indebtedness to consolidated cash flow ratio requirement		3.75

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 26, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt issuance costs	$ 22,100	$ 24,500	$ 31,700
Investment, Type [Extensible Enumeration]	Other current assets	Other current assets	Other current assets
Level 1 \| Fair value, recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	$ 293	$ 319	$ 366
Level 1 \| Carrying Value \| Fair value, recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term investments	293	319	366
Long-term debt \| Level 1 \| Fair value, recurring \| 2027 senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(491,250)	(490,000)	(476,875)
Long-term debt \| Level 1 \| Fair value, recurring \| 2028 senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(300,000)	(298,125)	(290,250)
Long-term debt \| Level 1 \| Fair value, recurring \| 2029 senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(472,500)	(472,500)	(456,250)
Long-term debt \| Level 1 \| Carrying Value \| Fair value, recurring \| 2027 senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(500,000)	(500,000)	(500,000)
Long-term debt \| Level 1 \| Carrying Value \| Fair value, recurring \| 2028 senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(300,000)	(300,000)	(300,000)
Long-term debt \| Level 1 \| Carrying Value \| Fair value, recurring \| 2029 senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(500,000)	(500,000)	(500,000)
Long-term debt \| Level 2 \| Fair value, recurring \| 2025 senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	(997,500)	(996,250)	(987,500)
Long-term debt \| Level 2 \| Carrying Value \| Fair value, recurring \| 2025 senior notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of notes	$ (1,000,000)	$ (1,000,000)	$ (1,000,000)

Loss per Unit - Schedule of Net Income Per Limited Partner Unit (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 26, 2023
Earnings Per Unit [Abstract]
Basic weighted average units outstanding (in shares)	50,667	51,645
Diluted weighted average units outstanding (in shares)	50,667	51,645
Net loss per unit - basic (in dollars per share)	$ (2.63)	$ (2.61)
Net loss per unit - diluted (in dollars per share)	$ (2.63)	$ (2.61)

Loss per Unit - Narrative (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 26, 2023
Earnings Per Share [Abstract]
Computation of earnings per share, amount	0.9	0.6

Partners' Equity (Details) - USD ($)	3 Months Ended
Partners' Equity (Details) - USD ($)	Mar. 31, 2024	Mar. 26, 2023	May 04, 2023	Aug. 03, 2022
August 2022 Repurchase Program
Subsidiary or Equity Method Investee [Line Items]
Stock repurchase program, authorized				$ 250,000,000
Repurchase of limited partnership (in shares)	0	1,200,000
Repurchase average price (in dollars per share)		$ 43.84
Repurchase of limited partnership amount		$ 54,600,000
Remaining authorized repurchase amount	$ 0
May 2023 Repurchase Program
Subsidiary or Equity Method Investee [Line Items]
Stock repurchase program, authorized			$ 250,000,000
Repurchase of limited partnership (in shares)	0
Remaining authorized repurchase amount	$ 238,000,000

Subsequent Events (Details) $ in Millions		3 Months Ended
Subsequent Events (Details) $ in Millions	May 01, 2024 USD ($)	Mar. 31, 2024 USD ($)
Restricted payments
Subsequent Event [Line Items]
Consolidated leverage ratio		5.25
Restricted payment		$ 100.0
Subsequent event \| Restricted payment prior to merger
Subsequent Event [Line Items]
Proforma net secured leverage ratio	2.50
Consolidated leverage ratio	5.25
Restricted payment percentage	7.00%
Restricted payment	$ 100.0
Subsequent event \| 2024 Credit Agreement
Subsequent Event [Line Items]
First lien leverage ratio	3.75
Subsequent event \| Revolving credit facility
Subsequent Event [Line Items]
Springing maturity term	91 days
Principal amount	$ 200.0
Commitment fee (as a percent)	0.50%
Percentage of decrease in unused portion of credit facilities	0.375%
First lien leverage ratio	3.0
Subsequent event \| Revolving credit facility \| CORRA
Subsequent Event [Line Items]
Effective interest rate (as a percent)	2.00%
Subsequent event \| Revolving credit facility \| Canadian Prime Rate
Subsequent Event [Line Items]
Effective interest rate (as a percent)	1.00%
Subsequent event \| Revolving credit facility \| 2024 Credit Agreement
Subsequent Event [Line Items]
Maximum borrowing capacity	$ 300.0
Senior Secured Term Loan \| Subsequent event
Subsequent Event [Line Items]
Debt instrument, face amount	$ 10.0
Line of credit facility interest rate amortizes basis point	0.25%
Senior Secured Term Loan \| Subsequent event \| SOFR
Subsequent Event [Line Items]
Basis spread on variable rate	2.00%
Senior Secured Term Loan \| Subsequent event \| Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate	1.00%
Senior Secured Term Loan \| Subsequent event \| 2024 Credit Agreement
Subsequent Event [Line Items]
Debt instrument, face amount	$ 1,000.0
Senior Secured Term Loan \| Subsequent event \| 2025 Senior Notes
Subsequent Event [Line Items]
Net proceeds from senior secured term loan	$ 1,000.0

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Grafico Azioni Six Flags Entertainment (NYSE:FUN)
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Da Gen 2024 a Gen 2025

FUN Six Flags Entertainment Corporation

Notizie Cedar Fair LP - FUN

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FUN Six Flags Entertainment Corporation

Notizie Cedar Fair LP - FUN

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