10-Q

FORM 10 - Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2005

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number 1-9444

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

34-1560655

(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)

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

Yes X No .

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes X No .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X .

Title of Class

Units Representing

Limited Partner Interests

Units Outstanding As Of

November 1, 2005

53,772,529

CEDAR FAIR, L.P.

INDEX

FORM 10 - Q

Part I - Financial Information
Item 1.	Financial Statements	3-8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9-12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
Part II - Other Information
Item 1.	Legal Proceedings	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Submission of Matters to a Vote of Security Holders	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
Signatures		15
Index to Exhibits		16

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

		9/25/05	12/31/04
	ASSETS
Current Assets:
	Cash	$ 8,647	$ 3,353
	Receivables	22,199	4,766
	Inventories	20,359	17,632
	Prepaids and other current assets	6,992	7,209
		58,197	32,960
Property and Equipment:
	Land	174,081	174,143
	Land improvements	163,086	153,498
	Buildings	307,682	298,037
	Rides and equipment	716,006	671,830
	Construction in progress	10,055	20,470
		1,370,910	1,317,978
	Less accumulated depreciation	(411,859)	(371,007)
		959,051	946,971
Intangibles and other assets, net		11,578	13,277
		$ 1,028,826	$ 993,208
	LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
	Current maturities of long-term debt	$ 20,000	$ 20,000
	Accounts payable	41,042	21,708
	Distribution payable to partners	24,731	24,066
	Accrued interest	4,053	6,857
	Accrued taxes	17,327	17,832
	Accrued salaries, wages and benefits	21,537	13,751
	Self-insurance reserves	14,350	14,258
	Other accrued liabilities	3,685	3,045
		146,725	121,517
Accrued Taxes		-	52,438
Other Liabilities		8,199	6,686
Long-Term Debt:
	Revolving credit loans	72,500	75,400
	Term debt	345,000	366,684
		417,500	442,084
Partners' Equity:
	Special L.P. interests	5,290	5,290
	General partner	1	-
	Limited partners, 53,763 and 53,480 units outstanding at
	September 25, 2005 and December 31, 2004, respectively	451,111	365,193
		456,402	370,483
		$ 1,028,826	$ 993,208

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit amounts)

			Three months ended		Nine months ended		Twelve months ended
			9/25/05	9/26/04	9/25/05	9/26/04	9/25/05	9/26/04
				(As restated,		(As restated,
				see Note 5)		see Note 5)
Net revenues:
	Admissions		$166,912	$ 159,870	$ 249,057	$ 240,073	$ 285,745	$ 272,139
	Food, merchandise and games		117,094	113,849	188,772	185,355	214,677	210,310
	Accommodations and other		33,019	31,883	52,849	48,385	58,415	52,414
			317,025	305,602	490,678	473,813	558,837	534,863
Costs and expenses:
	Cost of food, merchandise
	and games revenues		29,874	29,226	49,437	48,483	57,675	56,039
	Operating expenses		92,916	94,959	200,197	195,310	246,949	234,922
	Selling, general and adminstrative		29,900	30,718	59,834	58,645	71,360	69,129
	Non-cash unit option expense
	(substantially all selling, general
	and administrative)		60	1,088	1,079	3,408	2,169	4,913
	Depreciation and amortization		28,102	24,425	49,042	43,972	55,760	49,913
			180,852	180,416	359,589	349,818	433,913	414,916
Operating income			136,173	125,186	131,089	123,995	124,924	119,947
Interest expense			6,464	7,105	19,813	19,259	25,817	24,914
Other (income)			-	(1,175)	(459)	(3,632)	(1,290)	(4,912)
Income before taxes			129,709	119,256	111,735	108,368	100,397	99,945
Provision (credit) for taxes			(41,122)	27,533	(46,802)	22,311	(50,398)	18,475
Net income			170,831	91,723	158,537	86,057	150,795	81,470
Net income (loss) allocated to
	general partner		2	1	2	(32)	2	(43)
Net income allocated to
	limited partners		$170,829	$ 91,722	$ 158,535	$ 86,089	$ 150,793	$ 81,513
Basic earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	53,737	52,779	53,617	50,928	53,581	51,229
	Net income per limited
		partner unit	$ 3.18	$ 1.74	$ 2.96	$ 1.69	$ 2.81	$ 1.59
Diluted earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	54,994	53,860	54,943	52,086	54,915	52,347
	Net income per limited
		partner unit	$ 3.11	$ 1.70	$ 2.89	$ 1.65	$ 2.75	$ 1.56

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 25, 2005

(In thousands, except per unit amounts)

		Limited
		Partner	Limited	General	Special	Total
		Units	Partners'	Partner's	L.P.	Partners'
		Outstanding	Equity	Equity	Interests	Equity
Balance at December 31, 2004		53,480	$ 365,193	$ -	$ 5,290	$ 370,483
	Net (loss)	-	(24,564)	-	-	(24,564)
	Partnership distribution declared
	($0.46 per limited partnership unit)	-	(24,630)	-	-	(24,630)
	Expense recognized for limited
	partnership unit options	-	955	-	-	955
	Limited partnership unit options
	exercised	39	37	-	-	37
	Issuance of limited partner units
	as compensation	23	754	-	-	754
Balance at March 27, 2005		53,542	317,745	-	5,290	323,035
	Net income	-	12,270	-	-	12,270
	Partnership distribution declared
	($0.46 per limited partnership unit)	-	(24,696)	-	-	(24,696)
	Expense recognized for limited
	partnership unit options	-	64	-	-	64
	Limited partnership unit options
	exercised	144	-	-	-	-
Balance at June 26, 2005		53,686	305,383	-	5,290	310,673
	Net income	-	170,829	2	-	170,831
	Partnership distribution declared
	($0.46 per limited partnership unit)	-	(24,730)	(1)	-	(24,731)
	Expense recognized for limited
	partnership unit options	-	60	-	-	60
	Limited partnership unit options
	exercised	77	(431)	-	-	(431)
Balance at September 25, 2005		53,763	$ 451,111	$ 1	$ 5,290	$ 456,402

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

					Three months ended		Nine months ended		Twelve months ended
					9/25/05	9/26/04	9/25/05	9/26/04	9/25/05	9/26/04
						(As restated,		(As restated,
						see Note 5)		see Note 5)
CASH FLOWS FROM (FOR) OPERATING
		ACTIVITIES
Net income					$ 170,831	$ 91,723	$ 158,537	$ 86,057	$ 150,795	$ 81,470
Adjustments to reconcile net income to net
	cash from operating activities
		Depreciation and amortization			28,102	24,425	49,042	43,972	55,760	49,913
		Non-cash unit option expense			60	1,088	1,079	3,408	2,169	4,913
		Other non-cash (income)			-	(1,175)	(459)	(3,632)	(1,290)	(4,912)
		Change in assets and liabilities, net of effects
		from acquisition:
			(Increase) decrease in inventories		8,339	7,971	(2,727)	(3,179)	(1,227)	(1,455)
			(Increase) decrease in current and other assets		8,274	15,224	(17,625)	(11,694)	(5,778)	(3,174)
			Increase (decrease) in accounts payable		(16,559)	(11,872)	19,093	19,311	(205)	11,905
			Increase (decrease) in accrued taxes		(60,451)	12,556	(53,992)	17,170	(58,427)	11,677
			Increase in self-insurance reserves		469	1,777	92	2,103	1,346	2,227
			Increase (decrease) in other current liabilities		1,690	(2,383)	5,622	5,033	1,612	5,977
			Increase (decrease) in other liabilities		482	227	(1)	2,210	1,298	(748)
				Net cash from operating activities	141,237	139,561	158,661	160,759	146,053	157,793
CASH FLOWS FROM (FOR) INVESTING
		ACTIVITIES
Acquisition of Geauga Lake assets					-	-	-	(144,269)	-	(144,269)
Capital expenditures					(14,813)	(19,314)	(60,698)	(55,122)	(81,454)	(62,882)
				Net cash (for) investing activities	(14,813)	(19,314)	(60,698)	(199,391)	(81,454)	(207,151)
CASH FLOWS FROM (FOR) FINANCING
		ACTIVITIES
Net proceeds from public offering of limited
	partnership units				-	73,278	-	73,278	-	73,278
Net borrowings (payments) on revolving credit loans					(95,500)	(155,600)	(2,900)	(13,350)	48,100	(84,250)
Term debt borrowings					-	-	-	75,000	-	175,000
Term debt payments					(20,000)	(20,000)	(20,000)	(20,000)	(20,000)	(20,000)
Distributions paid to partners					(24,696)	(22,922)	(73,391)	(68,085)	(97,457)	(90,386)
Termination of interest rate swap agreements					2,967	-	2,967	-	2,967	-
Exercise of limited partnership unit options					618	3	655	86	655	86
Cash paid in repurchase of 0.1% general partner
	interest				-	(708)	-	(708)	-	(708)
				Net cash from (for) financing activities	(136,611)	(125,949)	(92,669)	46,221	(65,735)	53,020
CASH
		Net increase (decrease) for the period			(10,187)	(5,702)	5,294	7,589	(1,136)	3,662
		Balance, beginning of period			18,834	15,485	3,353	2,194	9,783	6,121
		Balance, end of period			$ 8,647	$ 9,783	$ 8,647	$ 9,783	$ 8,647	$ 9,783
SUPPLEMENTAL INFORMATION
	Cash payments for interest expense				$ 9,364	$ 9,869	$ 22,617	$ 21,785	$ 24,858	$ 23,698
	Interest capitalized				64	480	418	762	870	861
	Cash payments for income taxes				5,224	4,585	6,310	5,774	9,368	8,173

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

CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED SEPTEMBER 25, 2005 AND SEPTEMBER 26, 2004

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

Due to the highly seasonal nature of the Partnership's amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full calendar year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve-month periods ended September 25, 2005 and September 26, 2004 to accompany the three and nine-month results. Because amounts for the twelve months ended September 25, 2005 include 2004 fourth quarter operating results, they may not be indicative of 2005 full calendar year operations.

(1) Significant Accounting and Reporting Policies:

The Partnership's unaudited condensed consolidated financial statements for the periods ended September 25, 2005 and September 26, 2004 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, 2004, which were included in the Form 10-K filed on March 16, 2005. 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. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

Effective January 1, 2003, the Partnership began to account for unit options under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." The Partnership selected the modified prospective method of adoption described in SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Approximately $1.1 million and $3.4 million in non-cash compensation expense was recognized in the nine months ended September 25, 2005 and September 26, 2004, respectively, which is the same amount that would have been recognized had the provisions of SFAS No. 123 been applied from its original effective date.

SFAS No. 123(R) was issued in December 2004, requiring that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. SFAS No. 123(R) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. SFAS No. 123(R) replaces SFAS No. 123. The provisions of this Statement become effective for the Partnership on January 1, 2006. The Partnership has not yet determined the impact that this Statement will have on its consolidated financial statements.

(2) Interim Reporting:

The Partnership owns and operates seven amusement parks: Cedar Point in Sandusky, Ohio; Knott's Berry Farm located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Geauga Lake & Wildwater Kingdom near Cleveland, Ohio; Valleyfair near Minneapolis, Minnesota; Worlds of Fun in Kansas City, Missouri; and Michigan's Adventure near Muskegon, Michigan. The Partnership also owns and operates separate-gated water parks near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun, and the Castaway Bay Indoor Waterpark Resort in Sandusky, Ohio. Virtually all of the Partnership's revenues from its seasonal amusement parks, as well as its water parks and other seasonal resort facilities, are realized during a four-month operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Both Castaway Ba y and Knott's Berry Farm are open year-round, but Knott's Berry Farm operates at its highest level of attendance from July through October as well.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted at the end of each seasonal period, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park's operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year.

(3) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, these matters will not have a material effect in the aggregate on the Partnership's financial statements.

(4) Earnings per Unit:

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

	Three months ended		Nine months ended		Twelve months ended
	9/25/2005	9/26/2004	9/25/2005	9/26/2004	9/25/2005	9/26/2004
	(In thousands except per unit amounts)
Basic weighted average units
outstanding	53,737	52,779	53,617	50,928	53,581	51,229
Effect of dilutive units:
Unit options	1,257	1,081	1,326	1,158	1,334	1,118
Diluted weighted average units
outstanding	54,994	53,860	54,943	52,086	54,915	52,347
Net income per unit - basic	$ 3.18	$ 1.74	$ 2.96	$ 1.69	$ 2.81	$ 1.59
Net income per unit - diluted	$ 3.11	$ 1.70	$ 2.89	$ 1.65	$ 2.75	$ 1.56

(5) Restatement of Unaudited Interim Results:

Management of the Partnership determined during the preparation of the annual financial statements for 2004, and the analysis of deferred tax accounts related thereto, that the Partnership had incorrectly accounted for the provision for income taxes in addressing the tax attributes of its corporate subsidiaries.  There was no effect on the provision for taxes or net income in the financial statements included in the Partnership's 2004 Form 10-K; however, the impact on a quarterly basis was material due to the seasonality of its operations.

As a result, the Partnership concluded that it should restate its accounting for deferred income taxes as presented in its fiscal 2004 quarters, and the effect of the restatement on the third quarter and nine months ended September 26, 2004 are as set forth below. The amounts for the twelve months ended September 26, 2004 have not been restated as the impact in that period was not material.

	Three Months		Nine Months
	Ended September 26, 2004		Ended September 26, 2004
	As Previously	As	As Previously	As
	Reported	Restated	Reported	Restated
Consolidated Statements of Operations
Income before taxes	$ 119,256	$ 119,256	$ 108,368	$ 108,368
Provision for taxes	10,383	27,533	16,201	22,311
Net income	108,873	91,723	92,167	86,057
Net income per limited partner
unit - diluted	$ 2.02	$ 1.70	$ 1.77	$ 1.65

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview:

We generate our revenues primarily from sales of (1) admission to our parks, (2) food, merchandise and games inside our parks, and (3) hotel rooms, food and other attractions outside our parks. Our principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, utilities and insurance, are relatively fixed and do not vary significantly with attendance. The fixed nature of these costs makes attendance a key factor in the profitability of each park.

A substantial portion of our revenues from our seasonal amusement parks, as well as our water parks and other seasonal resort facilities, are realized during a 130 to 140-day operating period beginning in early May and extending into October, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Castaway Bay and Knott's Berry Farm are our only year-round properties, but Knott's Berry Farm operates at its highest level of attendance from July through October as well. As a result, we have historically generated all of our net income during the second and third quarters of each year and incurred losses during the first and fourth quarters.

Critical Accounting Policies:

This management's discussion and analysis 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 estimates and assumptions during the normal course of business that affect the reported amounts in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. The following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and operating results and involve a higher degree of judgment and complexity (see Note 2 to our Consolidated Financial Statements for the year ended December 31, 2004, as included in the Form 10-K filed on March 16, 2005, for a complete discussion of our significant accounting policies).

Property and Equipment - Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The composite method is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition. The unit method is used for all individual assets purchased.

Self-Insurance Reserves - Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made as needed.

Revenue Recognition - Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period. All other revenues are recognized on a daily basis based on actual guest spending at our facilities, or over the park operating season in the case of certain marina dockage revenues.

Results of Operations:

As discussed in Note 5 to the unaudited condensed consolidated financial statements, results for the three and nine months ended September 26, 2004 have been restated. This discussion and analysis gives effect to the restatement.

Third Quarter -

For the quarter ended September 25, 2005, consolidated net revenues increased 4% to $317.0 million from $305.6 million in 2004, on a 1% increase, or approximately 61,000 visits, in combined attendance, a 2% increase in average in-park guest per capita spending, and a 10%, or $4.2 million, increase in out-of-park revenues, including resort hotels. The large increase in out-of-park revenues was due to the strong third-quarter results of the Castaway Bay Indoor Waterpark Resort, which opened in November 2004, as well as improved results at our Knott's Berry Farm hotel and the introduction of a new T.G.I. Friday's restaurant at Knott's Berry Farm in July of 2005.

The increase in attendance for the period was led by strong performances from Dorney Park and Michigan's Adventure, both of which introduced significant new rides this season, and our two Midwest water parks, which benefited from a hot, dry summer. In addition, attendance at Geauga Lake continued to improve, up 43,000 visits for the quarter, with the increasing popularity of its new water park. These gains helped offset attendance shortfalls during the period at our other seasonal amusement parks.

Total operating costs and expenses for the quarter, excluding depreciation and other non-cash charges, decreased 1% to $152.7 million from $154.9 million in 2004, due to a continued focus on controlling costs and improving operating efficiencies. After depreciation and a small non-cash charge for unit options, operating income for the quarter increased 9% to $136.2 million from $125.2 million a year ago.

Included in the 2004 third-quarter net income is a non-cash credit of $1.2 million to account for the change in fair value of two interest rate swap agreements that expired during the first quarter of 2005. As such, there is no similar non-cash credit in the current period. After non-cash credits, interest expense and provision for taxes, as restated, net income for the period totaled $170.8 million, or $3.11 per diluted limited partner unit, compared to a net income of $91.7 million, or $1.70 per unit, a year ago.

Reflected in our third quarter numbers is the reversal of $66.1 million of contingent liabilities recorded in prior periods related to publicly traded partnership (PTP) taxes. The accrual was established when the PTP taxes first came into effect, because we could not be certain at that time how the taxes would be applied. Now after a number of years of filing returns, we have a fair amount of evidence as to how the taxes are imposed, including the completion of examinations of our tax filings. Based on this evidence, we determined that our accrual was no longer required and have reversed the $66.1 million of contingent liabilities back into income in the third quarter. The adjustment to the PTP tax accrual, which was offset somewhat by PTP taxes payable for the period and the third-quarter impact of the tax attributes of our corporate subsidiaries, resulted in a net credit for taxes of $41.1 million in the period. It is important to note that since this is a reversal of a previously r ecorded accrual, it has no affect on the Partnership's cash flow in the current period. Excluding the impact of reversing the PTP tax accrual and assuming a comparable third quarter accrual to 2004, net income for the period would have been $99.3 million, or $1.81 per diluted limited partner unit.

Nine Months Ended September 25, 2005 -

For the nine months ended September 25, 2005, net revenues increased 4% to $490.7 million from $473.8 million for the nine-month period ended September 26, 2004, on a 3% increase in average in-park guest per capita spending, a 14%, or $10.1 million, increase in out-of-park revenues, and a 1% decrease in combined attendance. The 14% increase in out-of-park revenues was driven primarily by the strong performance of Castaway Bay, improved results at our Knott's Berry Farm Resort hotel and the introduction of the T.G.I. Friday's restaurant at Knott's Berry Farm.

Through the first nine months of the year, our operating costs and expenses, before depreciation and other non-cash charges, increased 2%, or $7.0 million, to $309.4 million from $302.4 million in 2004, due to the first quarter costs and expenses of Geauga Lake, which was acquired in April 2004, and the incremental operating costs of Castaway Bay, which opened in November 2004. After depreciation and a small non-cash charge for unit options, operating income for the period was $131.1 million, compared to operating income of $124.0 million in 2004.

Through the first nine months of the year, we recognized a non-cash credit of $459,000 for the change in fair value of interest rate swap agreements during the period, compared with a non-cash credit of $3.6 million in 2004. These swap agreements expired in the first quarter of 2005.

Interest expense for the nine-month period increased $554,000 to $19.8 million due to higher short-term interest rates on our variable-rate debt, as well as higher borrowing levels during the year due to the acquisition of Geauga Lake in 2004. After interest expense, provision for taxes, as restated, and non-cash credits, the net income for the first nine months of the year was $158.5 million, or $2.89 per diluted limited partner unit, compared to a net income of $86.1 million, or $1.65 per diluted limited partner unit a year ago. Excluding the impact of reversing the PTP tax accrual and assuming a comparable third quarter accrual to 2004, net income for the nine months ended September 25, 2005 would have been $87.0 million, or $1.58 per unit.

Twelve Months Ended September 25, 2005 -

For the twelve months ended September 25, 2005, which included actual 2004 fourth quarter operating results, net revenues increased 4% to $558.8 million from $534.9 million for the twelve-month period ended September 26, 2004, which included actual 2003 fourth quarter operating results. The increase in consolidated revenues was the results of flat combined attendance for the twelve-month period, a 3% increase in average in-park guest per capita spending, and a 14%, or $12.2 million, increase in out-of-park revenues. The 14% increase in out-of-park revenues was due to the contribution and strong performance of Castaway Bay, which opened in November 2004.

For the twelve months ended September 25, 2005, our operating costs and expenses, before depreciation and other non-cash charges, increased 4%, or $15.9 million, to $376.0 million from $360.1 million from the twelve months ended September 26, 2004. This was primarily due to the additional operating costs and expenses of Geauga Lake, which was acquired in April 2004, and the incremental operating costs of Castaway Bay subsequent to its opening. After depreciation and a non-cash charge for unit options, operating income for the twelve-month period was $124.9 million, compared to operating income of $119.9 million over the same period in 2004.

For the current twelve-month period, we recognized a non-cash credit of $1.3 million for the change in fair value of the two interest rate swap agreements that expired in the first quarter of 2005, compared with a non-cash credit of $4.9 million for the twelve months ended September 26, 2004.

Interest expense for the twelve-month period increased $903,000 to $25.8 million due to higher short-term interest rates on our variable-rate debt, as well as higher borrowing levels during the period due to the acquisition of Geauga Lake in April of 2004. After interest expense, provision for taxes, as restated, and non-cash credits, the net income for the twelve months ended September 25, 2005 was $150.8 million, or $2.75 per diluted limited partner unit, compared to a net income of $81.5 million, or $1.56 per diluted limited partner unit, for the twelve months ended September 26, 2004. Excluding the impact of reversing the PTP tax accrual and assuming a comparable third quarter accrual to 2004, net income for the twelve-month period would have been $79.3 million, or $1.44 per unit

October 2005 -

Results for the month of October benefited from above average weather, as well as the growing popularity of our fall promotions. For the month, consolidated revenues on a preliminary basis were up 15% between years. This was the result of an increase in combined attendance of 10%, or 100,000 visits, which all but erased shortfalls through September, a 5% increase in average in-park guest per capita spending, and a more than 20% increase, or $1.0 million, in out-of-park revenues.

Adjusted EBITDA -

We believe that adjusted EBITDA (earnings before interest, taxes, depreciation, and all other non-cash items) is a meaningful measure of park-level operating profitability because 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. For the third quarter, adjusted EBITDA increased $13.6 million to $164.3 million compared to the same period a year ago. This increase was due to the strong operating results at Dorney Park and Knott's Berry Farm during the quarter, as well as significant improvement in operating results at Geauga Lake & Wildwater Kingdom. For the nine-month period, adjusted EBITDA increased $9.8 million to $181.2 million, due to the strong third-quarter performances noted above, offset somewhat by the additional three months of off-season costs at Geauga Lake in 2005, which we did not incur in 2004.

Adjusted EBITDA is provided here as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, adjusted EBITDA may not be comparable to similarly titled measures of other companies. The following table sets forth a reconciliation of adjusted EBITDA to net income for the three and nine-month periods ended September 25, 2005 and September 26, 2004.

	Three months ended		Nine months ended		Twelve months ended
	9/25/2005	9/26/2004	9/25/2005	9/26/2004	9/25/2005	9/26/2004
	(In thousands)
Adjusted EBITDA	$ 164,335	$ 150,699	$ 181,210	$ 171,375	$ 182,853	$ 174,773
Depreciation and amortization	28,102	24,425	49,042	43,972	55,760	49,913
Non-cash unit option expense	60	1,088	1,079	3,408	2,169	4,913
Operating income	136,173	125,186	131,089	123,995	124,924	119,947
Interest expense	6,464	7,105	19,813	19,259	25,817	24,914
Other (income)	-	(1,175)	(459)	(3,632)	(1,290)	(4,912)
Provision (credit) for taxes	(41,122)	27,533	(46,802)	22,311	(50,398)	18,475
Net income	$ 170,831	$ 91,723	$ 158,537	$ 86,057	$ 150,795	$ 81,470

Liquidity and Capital Resources:

We ended the third quarter of 2005 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of 2.5 at September 25, 2005 is the result of our highly seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normal seasonal levels and credit facilities are in place to fund current liabilities.

At the end of the quarter, we had $365 million of fixed-rate term debt, with staggered maturities ranging from 2006 to 2018, as well as a $180 million revolving credit facility, which is available through March 2007, and an additional $30 million uncommitted bank credit facility. Borrowings under the revolving credit facility totaled $72.5 million as of September 25, 2005. Of the total term debt, $20 million is scheduled to mature within the next twelve months.

In August, we terminated several interest rate swap agreements, which were converting $100 million of fixed-rate term debt to variable rates. In return for terminating the swaps, we received $3.2 million in cash, which has been reflected as deferred income in "Other Liabilities" on the balance sheet and is being amortized over the remaining life of the underlying long-term debt that the swaps were effectively hedging prior to termination.

Credit facilities and cash flow from operations are expected to be adequate to meet working capital needs, planned capital expenditures and regular quarterly cash distributions for the foreseeable future.

Off Balance Sheet Arrangements:

We have no significant off-balance sheet financing arrangements.

Forward Looking Statements

Some of the statements contained in this report, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section, constitute forward-looking statements. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Partnership believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, competition for consumers' leisure time and spending, adverse weather conditions, unanticipated construction delays, the absence of historical operating experience at Geauga Lake & Wildwater Kingdom, and other factors could affect attendance and in-park guest per capita spending at our parks and cause actual results to differ materially from the Partnership's expectations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from fluctuations in interest rates and, from time to time, currency exchange rates 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.

As of September 25, 2005, of our outstanding long-term debt, $365.0 million represents fixed-rate debt and $72.5 million represents variable-rate debt. A hypothetical one percentage point increase in the applicable interest rates on our variable-rate debt would increase annual interest expense by approximately $1.2 million as of September 25, 2005.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures -

The Partnership maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report. As of September 25, 2005, the Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under supervision of management, including the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Partnership's periodic Securities and Exchange Commission filings.

(b) Changes in Internal Control Over Financial Reporting -

No significant changes were made during the third quarter of 2005 that have materially affected the Partnership's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS - None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5. OTHER INFORMATION - None

ITEM 6. EXHIBITS

Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

CEDAR FAIR, L.P.

(Registrant)

By Cedar Fair Management, Inc.

General Partner

Date: November 3, 2005	/s/ Peter J. Crage
	Peter J. Crage
	Corporate Vice President - Finance
	(Chief Financial Officer)
		/s/ Brian C. Witherow
		Brian C. Witherow
		Vice President and Corporate Controller
		(Chief Accounting Officer)

INDEX TO EXHIBITS

		Page Number
Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	17
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	18
Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	19

EX-31

Exhibit 31.1

CERTIFICATION

I, Richard L. Kinzel, certify that:

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

2) Based on my knowledge, this quarterly 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 quarterly report;

3) Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:

1. Designed such disclosure controls and procedures 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 quarterly report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

1. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6) The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 3, 2005	/s/ Richard L. Kinzel
	Richard L. Kinzel
	Chairman, President and Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Peter J. Crage, certify that:

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

2) Based on my knowledge, this quarterly 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 quarterly report;

3) Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and we have:

1. Designed such disclosure controls and procedures 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 quarterly report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

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

1. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6) The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 3, 2005	/s/ Peter J. Crage
	Peter J. Crage
	Corporate Vice President - Finance (Chief Financial Officer)

EX-32

Exhibit 32.1

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 June 26, 2005, 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.

November 3, 2005

/s/ Richard L. Kinzel

Richard L. Kinzel

Chairman, President and

Chief Executive Officer

/s/ Peter J. Crage

Peter J. Crage

Corporate Vice President - Finance

(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.