Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 24, 2017June 28, 2020
OR
or
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             .
Commission File Number: 1-9444
CEDAR FAIR, L.P.
(Exact name of registrant as specified in its charter)
DELAWAREDelaware34-1560655
(State or other jurisdiction of

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

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Depositary Units (Representing Limited Partner Interests)FUNNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No  o☐ 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filero☐
Non-accelerated filer
o (Do not check if a smaller reporting company)
☐		Smaller reporting companyo☐
Emerging growth companyo☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o☐    No  x

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

Table of Contents
Title of ClassUnits Outstanding as of October 27, 2017July 31, 2020
Depositary Units Representing
(Representing Limited Partner Interests
Interests)		56,237,98856,706,946


Page 1 of 3953 pages




Table of Contents
CEDAR FAIR, L.P.
INDEX
FORM 10 - Q10-Q CONTENTS
 
3
7
2840
3550
3650
3751
3752
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
38
Item 6.
Exhibits
38
3953



Table of Contents
PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS



CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 9/24/2017 12/31/2016 9/25/2016 June 28, 2020December 31, 2019June 30, 2019
ASSETS      ASSETS
Current Assets:      Current Assets:
Cash and cash equivalents $249,946
 $122,716
 $187,302
Cash and cash equivalents$301,135  $182,252  $324,742  
Receivables 52,303
 35,414
 51,536
Receivables41,822  63,106  89,546  
Inventories 34,240
 26,276
 31,059
Inventories45,580  32,902  46,860  
Prepaid advertisingPrepaid advertising2,147  4,095  20,719  
Other current assets 18,624
 11,270
 13,809
Other current assets24,602  11,826  17,715  
 355,113
 195,676
 283,706
415,286  294,181  499,582  
Property and Equipment:      Property and Equipment:
Land 272,213
 265,961
 267,175
Land437,491  441,038  422,764  
Land improvements 416,629
 402,013
 394,141
Land improvements458,933  460,534  443,282  
Buildings 707,964
 663,982
 675,440
Buildings832,356  816,780  768,050  
Rides and equipment 1,740,826
 1,643,770
 1,653,274
Rides and equipment1,934,048  1,907,544  1,874,085  
Construction in progress 57,605
 58,299
 34,918
Construction in progress93,412  70,731  59,257  
 3,195,237
 3,034,025
 3,024,948
3,756,240  3,696,627  3,567,438  
Less accumulated depreciation (1,614,727) (1,494,805) (1,498,908)Less accumulated depreciation(1,893,656) (1,855,019) (1,767,972) 
 1,580,510
 1,539,220
 1,526,040
1,862,584  1,841,608  1,799,466  
Goodwill 185,010
 179,660
 215,460
Goodwill276,238  359,654  181,199  
Other Intangibles, net 38,532
 37,837
 36,430
Other Intangibles, net51,836  59,899  36,696  
Other Assets 17,407
 20,788
 21,473
Right-of-Use AssetRight-of-Use Asset13,322  14,324  4,354  
Other Assets (See Note 1)
Other Assets (See Note 1)
38,268  11,479  11,509  
 $2,176,572
 $1,973,181
 $2,083,109
$2,657,534  $2,581,145  $2,532,806  
LIABILITIES AND PARTNERS’ EQUITY      LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:      Current Liabilities:
Current maturities of long-term debt $—
 $2,775
 $1,200
Current maturities of long-term debt$—  $7,500  $7,500  
Accounts payable 33,710
 20,851
 32,891
Accounts payable24,848  29,344  49,284  
Deferred revenue 86,732
 82,765
 65,748
Deferred revenue103,834  151,377  217,242  
Accrued interest 23,928
 9,986
 10,939
Accrued interest30,794  21,442  8,176  
Accrued taxes 78,657
 58,958
 69,916
Accrued taxes12,677  39,237  16,276  
Accrued salaries, wages and benefits 30,666
 30,358
 42,744
Accrued salaries, wages and benefits15,287  29,549  21,706  
Self-insurance reserves 27,549
 27,063
 26,820
Self-insurance reserves23,028  24,665  21,427  
Other accrued liabilities 20,562
 9,927
 12,348
Other accrued liabilities21,005  21,024  18,137  
 301,804
 242,683
 262,606
231,473  324,138  359,748  
Deferred Tax Liability 112,671
 104,885
 137,712
Deferred Tax Liability29,698  82,046  88,854  
Derivative Liability 14,849
 17,721
 30,185
Derivative Liability37,247  18,108  23,862  
Lease LiabilityLease Liability10,072  10,600  2,365  
Non-Current Deferred Revenue (See Note 1)
Non-Current Deferred Revenue (See Note 1)
97,649  9,401  9,645  
Other Liabilities 12,340
 13,162
 12,488
Other Liabilities2,722  935  657  
Long-Term Debt:      Long-Term Debt:
Term debt 723,385
 594,228
 595,253
Term debt255,897  714,150  716,828  
Notes 936,241
 939,983
 939,418
Notes2,404,638  1,431,733  1,431,047  
 1,659,626
 1,534,211
 1,534,671
2,660,535  2,145,883  2,147,875  
Partners’ Equity:      
Partners’ Deficit:Partners’ Deficit:
Special L.P. interests 5,290
 5,290
 5,290
Special L.P. interests5,290  5,290  5,290  
General partner —
 —
 1
General partner(5) (1) (2) 
Limited partners, 56,238, 56,201 and 56,091 units outstanding at September 24, 2017, December 31, 2016 and September 25, 2016, respectively 74,155
 52,288
 100,956
Accumulated other comprehensive income (loss) (4,163) 2,941
 (800)
Limited partners, 56,707, 56,666 and 56,597 units outstanding as of June 28, 2020, December 31, 2019 and June 30, 2019, respectivelyLimited partners, 56,707, 56,666 and 56,597 units outstanding as of June 28, 2020, December 31, 2019 and June 30, 2019, respectively(436,275) (25,001) (119,088) 
Accumulated other comprehensive incomeAccumulated other comprehensive income19,128  9,746  13,600  
 75,282
 60,519
 105,447
(411,862) (9,966) (100,200) 
 $2,176,572
 $1,973,181
 $2,083,109
$2,657,534  $2,581,145  $2,532,806  
        
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

3
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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(In thousands, except per unit amounts)
Three months ended Nine months ended Three months endedSix months ended
9/24/2017 9/25/2016 9/24/2017 9/25/2016 June 28, 2020June 30, 2019June 28, 2020June 30, 2019
Net revenues:       Net revenues:
Admissions$361,279
 $361,949
 $598,723
 $604,947
Admissions$668  $229,722  $27,317  $262,939  
Food, merchandise and games205,137
 202,341
 356,512
 354,032
Food, merchandise and games2,860  150,377  22,807  175,081  
Accommodations, extra-charge products and other86,273
 85,993
 138,570
 137,776
Accommodations, extra-charge products and other3,058  56,091  10,097  65,147  

652,689
 650,283
 1,093,805
 1,096,755
6,586  436,190  60,221  503,167  
Costs and expenses:
      Costs and expenses:
Cost of food, merchandise, and games revenues52,647
 52,057
 92,376
 92,860
Cost of food, merchandise, and games revenues2,005  39,808  8,390  47,457  
Operating expenses202,710
 199,292
 447,379
 441,421
Operating expenses66,983  177,771  173,351  275,976  
Selling, general and administrative71,663
 65,099
 151,142
 142,082
Selling, general and administrative23,727  59,781  48,536  91,447  
Depreciation and amortization70,060
 64,685
 126,237
 118,175
Depreciation and amortization54,923  55,904  60,011  69,493  
Loss on impairment / retirement of fixed assets, net1,347
 1,355
 3,057
 5,382
Loss on impairment / retirement of fixed assets, net1,036  682  7,803  2,106  
Loss on impairment of goodwill and other intangiblesLoss on impairment of goodwill and other intangibles—  —  88,181  —  
Gain on sale of investment(1,877) —
 (1,877) —
Gain on sale of investment—  —  —  (617) 

396,550
 382,488
 818,314
 799,920
148,674  333,946  386,272  485,862  
Operating income256,139
 267,795
 275,491
 296,835
Operating (loss) incomeOperating (loss) income(142,088) 102,244  (326,051) 17,305  
Interest expense21,638
 20,957
 62,472
 61,869
Interest expense36,746  22,927  63,965  43,847  
Net effect of swaps(952) 1,650
 3,717
 8,902
Net effect of swaps1,559  10,779  21,338  17,158  
Loss on early debt extinguishment—
 —
 23,115
 —
Loss on early debt extinguishment1,696  —  1,696  —  
(Gain) loss on foreign currency(29,193) 7,341
 (35,047) (23,675)(Gain) loss on foreign currency(12,651) (9,472) 21,551  (18,141) 
Other income(416) (58) (464) (84)
Income before taxes265,062
 237,905
 221,698
 249,823
Provision for taxes73,747
 62,918
 63,769
 65,339
Net income191,315
 174,987
 157,929
 184,484
Net income allocated to general partner1
 2
 1
 2
Net income allocated to limited partners$191,314
 $174,985
 $157,928
 $184,482
Other (income) expenseOther (income) expense(130) 36  (309) 125  
(Loss) income before taxes(Loss) income before taxes(169,308) 77,974  (434,292) (25,684) 
(Benefit) provision for taxes(Benefit) provision for taxes(36,756) 14,676  (85,763) (5,309) 
Net (loss) incomeNet (loss) income(132,552) 63,298  (348,529) (20,375) 
Net (loss) income allocated to general partnerNet (loss) income allocated to general partner(2) 1  (4) —  
Net (loss) income allocated to limited partnersNet (loss) income allocated to limited partners$(132,550) $63,297  $(348,525) $(20,375) 
       
Net income$191,315
 $174,987
 $157,929
 $184,484
Other comprehensive income (loss), (net of tax):       
Net (loss) incomeNet (loss) income$(132,552) $63,298  $(348,529) $(20,375) 
Other comprehensive (loss) income, (net of tax):Other comprehensive (loss) income, (net of tax):
Foreign currency translation adjustment(11,143) 1,397
 (13,085) (5,447)Foreign currency translation adjustment(6,523) (4,632) 9,382  (7,682) 
Unrealized gain on cash flow hedging derivatives1,994
 1,994
 5,981
 1,356
Other comprehensive income (loss), (net of tax)(9,149) 3,391
 (7,104) (4,091)
Total comprehensive income$182,166
 $178,378
 $150,825
 $180,393
Basic income per limited partner unit:       
Other comprehensive (loss) income, (net of tax)Other comprehensive (loss) income, (net of tax)(6,523) (4,632) 9,382  (7,682) 
Total comprehensive (loss) incomeTotal comprehensive (loss) income$(139,075) $58,666  $(339,147) $(28,057) 
Basic (loss) income per limited partner unit:Basic (loss) income per limited partner unit:
Weighted average limited partner units outstanding56,078
 55,948
 56,062
 55,922
Weighted average limited partner units outstanding56,494  56,474  56,455  56,334  
Net income per limited partner unit$3.41
 $3.13
 $2.82
 $3.30
Diluted income per limited partner unit:       
Net (loss) income per limited partner unitNet (loss) income per limited partner unit$(2.35) $1.12  $(6.17) $(0.36) 
Diluted (loss) income per limited partner unit:Diluted (loss) income per limited partner unit:
Weighted average limited partner units outstanding56,591
 56,365
 56,631
 56,392
Weighted average limited partner units outstanding56,494  56,886  56,455  56,334  
Net income per limited partner unit$3.38
 $3.10
 $2.79
 $3.27
Net (loss) income per limited partner unitNet (loss) income per limited partner unit$(2.35) $1.11  $(6.17) $(0.36) 
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITYDEFICIT
(In thousands)
 Nine months ended
 9/24/2017 9/25/2016
Limited Partnership Units Outstanding   
Beginning balance56,201
 56,018
Limited partnership unit options exercised9
 29
Limited partnership unit forfeitures(3) —
Issuance of limited partnership units as compensation31
 44
 56,238
 56,091
Limited Partners’ Equity   
Beginning balance$52,288
 $48,428
Net income157,928
 184,482
Partnership distribution declared ($2.565 and $2.475 per limited partnership unit)(144,516) (139,041)
Expense recognized for limited partnership unit options—
 5
Tax effect of units involved in treasury unit transactions(2,560) (1,903)
Issuance of limited partnership units as compensation11,015
 8,985
 74,155
 100,956
General Partner’s Equity   
Beginning balance—
 —
Net income1
 2
Partnership distribution declared(1) (1)
 —
 1
Special L.P. Interests5,290
 5,290
    
Accumulated Other Comprehensive Income   
Foreign currency translation adjustment:   
Beginning balance18,891
 22,591
Period activity, net of tax $0 and $3,131(13,085) (5,447)
 5,806
 17,144
Unrealized loss on cash flow hedging derivatives:   
Beginning balance(15,950) (19,300)
Period activity, net of tax ($1,113) and ($279)5,981
 1,356
 (9,969) (17,944)
 (4,163) (800)
Total Partners’ Equity$75,282
 $105,447
For the three months endedLimited Partnership Units OutstandingLimited Partners’ EquityGeneral Partner’s EquitySpecial L.P. InterestsAccumulated Other Comprehensive Income (Loss)Total Partners’ Deficit
Balance as of March 31, 201956,587  $(133,118) $(2) $5,290  $18,232  $(109,598) 
Net income—  63,297  1  —  —  63,298  
Partnership distribution declared ($0.925 per unit)—  (52,351) (1) —  —  (52,352) 
Issuance of limited partnership units related to compensation10  3,224  —  —  —  3,224  
Tax effect of units involved in treasury unit transactions—  (140) —  —  —  (140) 
Foreign currency translation adjustment,
net of tax $(746)
—  —  —  —  (4,632) (4,632) 
Balance as of June 30, 201956,597  $(119,088) $(2) $5,290  $13,600  $(100,200) 
Balance as of March 29, 202056,703  $(305,152) $(3) $5,290  $25,651  $(274,214) 
Net loss—  (132,550) (2) —  —  (132,552) 
Issuance of limited partnership units related to compensation4  1,447  —  —  —  1,447  
Tax effect of units involved in treasury unit transactions—  (20) —  —  —  (20) 
Foreign currency translation adjustment,
net of tax $(940)
—  —  —  —  (6,523) (6,523) 
Balance as of June 28, 202056,707  $(436,275) $(5) $5,290  $19,128  $(411,862) 
For the six months endedLimited Partnership Units OutstandingLimited Partners’ EquityGeneral Partner’s EquitySpecial L.P. InterestsAccumulated Other Comprehensive Income (Loss)Total Partners’ Deficit
Balance as of December 31, 201856,564  $5,845  $(1) $5,290  $21,282  $32,416  
Net loss—  (20,375) —  —  —  (20,375) 
Partnership distribution declared ($1.850 per unit)—  (104,685) (1) —  —  (104,686) 
Issuance of limited partnership units related to compensation33  1,688  —  —  —  1,688  
Tax effect of units involved in treasury unit transactions—  (1,561) —  —  —  (1,561) 
Foreign currency translation adjustment, net of tax $(1,620)—  —  —  —  (7,682) (7,682) 
Balance as of June 30, 201956,597  $(119,088) $(2) $5,290  $13,600  $(100,200) 
Balance as of December 31, 201956,666  $(25,001) $(1) $5,290  $9,746  $(9,966) 
Net loss—  (348,525) (4) —  —  (348,529) 
Partnership distribution declared ($0.935 per unit)—  (53,022) —  —  —  (53,022) 
Issuance of limited partnership units related to compensation41  (7,966) —  —  —  (7,966) 
Tax effect of units involved in treasury unit transactions—  (1,761) —  —  —  (1,761) 
Foreign currency translation adjustment, net of tax $1,911—  —  —  —  9,382  9,382  
Balance as of June 28, 202056,707  $(436,275) $(5) $5,290  $19,128  $(411,862) 
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.



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Table of Contents
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six months ended
Nine months ended June 28, 2020June 30, 2019
9/24/2017 9/25/2016
CASH FLOWS FROM OPERATING ACTIVITIES   
Net income$157,929
 $184,484
Adjustments to reconcile net income to net cash from operating activities:   
CASH FLOWS (FOR) FROM OPERATING ACTIVITIESCASH FLOWS (FOR) FROM OPERATING ACTIVITIES
Net lossNet loss$(348,529) $(20,375) 
Adjustments to reconcile net loss to net cash (for) from operating activities:Adjustments to reconcile net loss to net cash (for) from operating activities:
Depreciation and amortization126,237
 118,175
Depreciation and amortization60,011  69,493  
Loss on early debt extinguishment23,115
 —
Loss on early debt extinguishment1,696  —  
Non-cash foreign currency gain on debt(39,296) (23,891)
Loss on impairment of goodwill and other intangiblesLoss on impairment of goodwill and other intangibles88,181  —  
Non-cash foreign currency loss (gain) on debtNon-cash foreign currency loss (gain) on debt22,955  (18,926) 
Non-cash equity based compensation expenseNon-cash equity based compensation expense(3,525) 5,306  
Non-cash deferred income tax (benefit) provisionNon-cash deferred income tax (benefit) provision(50,398) 5,491  
Net effect of swapsNet effect of swaps21,338  17,158  
Other non-cash expenses26,942
 36,004
Other non-cash expenses9,381  2,983  
Net change in working capital27,625
 31,267
Net change in other assets/liabilities66
 (5,337)
Net cash from operating activities322,618
 340,702
Changes in assets and liabilities:Changes in assets and liabilities:
(Increase) decrease in receivables(Increase) decrease in receivables12,461  (37,823) 
(Increase) decrease in inventories(Increase) decrease in inventories(22,020) (15,985) 
(increase) decrease in other assets(increase) decrease in other assets(19,819) (28,242) 
Increase (decrease) in accounts payableIncrease (decrease) in accounts payable127  25,336  
Increase (decrease) in deferred revenueIncrease (decrease) in deferred revenue41,278  109,234  
Increase (decrease) in accrued interestIncrease (decrease) in accrued interest9,454  166  
Increase (decrease) in accrued taxesIncrease (decrease) in accrued taxes(26,447) (13,315) 
Increase (decrease) in other liabilitiesIncrease (decrease) in other liabilities(15,805) (1,817) 
Net cash (for) from operating activitiesNet cash (for) from operating activities(219,661) 98,684  
CASH FLOWS FOR INVESTING ACTIVITIES   CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures(152,373) (126,864)Capital expenditures(100,637) (262,853) 
Proceeds from sale of investment3,281
 —
Proceeds from sale of investment—  617  
Purchase of identifiable intangible assets(66) —
Net cash for investing activities(149,158) (126,864)Net cash for investing activities(100,637) (262,236) 
CASH FLOWS FOR FINANCING ACTIVITIES   
Term debt borrowings750,000
 —
CASH FLOWS FROM FINANCING ACTIVITIESCASH FLOWS FROM FINANCING ACTIVITIES
Note borrowings500,000
 —
Note borrowings1,000,000  500,000  
Term debt payments(617,850) (6,000)Term debt payments(465,125) (1,875) 
Note payments, including amounts paid for early termination(515,458) —
Distributions paid to partners(144,517) (139,042)Distributions paid to partners(53,022) (104,686) 
Payment of debt issuance costs(19,684) —
Payment of debt issuance costs(33,746) (7,712) 
Exercise of limited partnership unit optionsExercise of limited partnership unit options112  —  
Tax effect of units involved in treasury unit transactions(2,560) (1,903)Tax effect of units involved in treasury unit transactions(1,761) (1,561) 
Payments related to tax withholding for equity compensation(2,053) (920)Payments related to tax withholding for equity compensation(4,618) (4,142) 
Net cash for financing activities(52,122) (147,865)
Net cash from financing activitiesNet cash from financing activities441,840  380,024  
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS5,892
 1,772
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS(2,659) 2,921  
CASH AND CASH EQUIVALENTS   CASH AND CASH EQUIVALENTS
Net increase for the period127,230
 67,745
Net increase for the period118,883  219,393  
Balance, beginning of period122,716
 119,557
Balance, beginning of period182,252  105,349  
Balance, end of period$249,946
 $187,302
Balance, end of period$301,135  $324,742  
SUPPLEMENTAL INFORMATION   SUPPLEMENTAL INFORMATION
Net cash payments for interest expense$48,729
 $61,558
Cash payments for interest expenseCash payments for interest expense$51,869  $43,498  
Interest capitalized1,770
 1,699
Interest capitalized1,423  1,824  
Cash payments for income taxes, net of refunds44,090
 33,141
Cash payments for income taxes, net of refunds5,984  7,204  
Capital expenditures in accounts payable5,582
 3,179
Capital expenditures in accounts payable5,847  4,830  
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8
10
10
11
12
13
14
16
17
18
18
18
19
29
39
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CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 24, 2017 AND SEPTEMBER 25, 2016


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


(1) Significant Accounting and Reporting Policies:
The Partnership’sImpact of COVID-19 Pandemic
Due to the coronavirus (COVID-19) pandemic, on March 13, 2020, we announced the closure of certain parks and the decision to delay the opening of other parks in response to the federal and local recommendations and restrictions to mitigate the spread of COVID-19. As of June 28, 2020, we had opened the following parks with reduced operating hours to align with mandated capacity restraints:
Schlitterbahn Waterpark & Resort New Braunfels, which opened on June 13, 2020
Schlitterbahn Waterpark Galveston, which opened on June 13, 2020
Worlds of Fun, which opened on June 22, 2020
Following the second quarter of 2020, we have opened four additional parks and have adjusted park operating calendars in response to soft demand trends. See the Subsequent Events footnote at Note 15 for further details.
Even after all of our parks are able to reopen and our parks are able to return to full capacity with traditional park operating calendars, there may be longer-term negative impacts to our business, results of operations and financial condition as a result of the COVID-19 pandemic. These impacts may include changes in consumer behavior and preferences causing significant volatility or reductions in demand for or interest in our parks, damage to our brand and reputation, increases in operating expenses to comply with additional hygiene-related protocols, limitations on our ability to recruit and train sufficient employees to staff our parks, limitations on our employees' ability to work and travel, and significant changes in the economic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate impact may be material, and will depend on factors beyond our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.

Following our March 13, 2020 announcement, we took steps to secure additional liquidity and to obtain near-term relief from certain financial covenants, in the event that the effects of the COVID-19 pandemic continued. On April 27, 2020, we issued senior secured notes and further amended the Amended 2017 Credit Agreement, including expanding our senior secured revolving credit facility capacity and revising certain financial covenants. Financial covenant revisions included suspending testing of the leverage ratio for the remainder of 2020 and allowing for modified testing of the leverage ratio in 2021. See the Long-Term Debt footnote at Note 7 for further details. In addition, during the second quarter of 2020, we reduced operating expenses, including labor costs, suspended non-essential capital expenditures, and suspended quarterly distribution payments. Following the second quarter of 2020, and as a result of opening additional parks, we have begun incurring additional expense that corresponds with lower than typical attendance levels and abbreviated park operating calendars. See the Subsequent Events footnote at Note 15 for further details.

Management has made significant estimates and assumptions to determine our liquidity requirements and estimate the impact of the COVID-19 pandemic on our business, including financial results in the near and long-term. Actual results could materially differ from these estimates.

Prior to the COVID-19 pandemic, we had been preparing for our 2020 operating season. As a result, as of the end of the first and second quarters of 2020, our working capital accounts were at pre-opening levels typical of the end of the first quarter, in particular receivables for our installment purchase plans, inventories and deferred revenue for season-long products. For purposes of preparing our financial statements, as of June 28, 2020, we estimated that some of our closed parks would remain closed throughout 2020 and some of our parks that have been able to open would be compelled to close for the 2020 operating season earlier than the park's typical operating calendar. Furthermore, given the uncertainty around the timing of the parks reopening, we had paused collections of guest payments on installment purchase products and extended the usage privileges of 2020 season passes through the 2021 season to compensate for lost days. As a result, we estimated that the following working capital amounts would be realized greater than 12 months from the balance sheet date and these amounts have been classified as non-current as of June 28, 2020. These amounts represent our best estimate and include material assumptions which may differ as the COVID-19 pandemic and the related actions taken to contain its spread progress.
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(In thousands)
Working Capital AccountBalance Sheet LocationJune 28, 2020
ReceivablesOther Assets$8,663 
InventoriesOther Assets9,159 
Other current assetsOther Assets763 
$18,585 
Deferred revenueNon-Current Deferred Revenue$88,579 
Significant Accounting and Reporting Policies
Except for the changes described below, our unaudited condensed consolidated financial statements for the periods ended September 24, 2017 and September 25, 2016 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2016,2019, which were included in the Form 10-K filed on February 24, 2017.21, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission)"Commission"). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.
Adopted Accounting Pronouncements
In MarchJune 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements2016-13, Measurement of Credit Losses on Financial Instruments ("ASC 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to Employee Share-Based Payment Accounting ("inform credit loss estimates. ASU 2016-09"). The amendments in ASU 2016-09 are meant to simplify the current accounting for share-based payment transactions, specifically the accounting for income taxes, award classification, cash flow presentation, and accounting for forfeitures. ASU 2016-092016-13 is effective for annual and interim periods beginningfiscal years after December 15, 2016.2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We adopted ASU 2016-13 as of January 1, 2020. The Partnership adopted this guidance in the first quarter of 2017. The impact of the guidance included: (1) prospective recognition of excess tax benefits and tax deficiencies as income tax expense (as opposed to the previous recognition in additional paid-in-capital), approximately $0.7 million of excess tax benefits were recognized in provision for taxes for the nine months ended September 24, 2017; (2) prospective exclusion of future excess tax benefits and deficiencies in the calculation of diluted shares, which had an immaterial impact on net income per limited partner unit for the nine months ending September 24, 2017; (3) prospective classification of excess tax benefits as an operating activity within the statement of cash flows (as opposed to the previous classification as a financing activity), approximately $0.7 million of excess tax benefits were classified as an operating activity for the nine months ended September 24, 2017; (4) the formal accounting policy election to recognize forfeitures as they occur (as opposed to estimating a forfeiture accrual), whichstandard did not have a material impactan effect on the Partnership'sunaudited condensed consolidated financial statements; (5) retrospective classification of employee taxes paid when an employer withholds shares for tax withholding purposes as a financing activity within the statement of cash flows (as opposed to the previous classification as an operating activity), approximately $0.9 million was reclassified for the nine months ended September 25, 2016.statements.
New Accounting Pronouncements
In May 2014,December 2019, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers2019-12, Simplifying the Accounting for Income Taxes ("ASU 2014-09"2019-12"). The ASU provides2019-12 simplifies the accounting for a single, principles-based model for revenue recognition that replaces theincome taxes by removing specific exceptions and clarifying and amending existing revenue recognition guidance.guidance under Topic 740, Income Taxes. ASU 2014-092019-12 is effective for annualfiscal years after December 15, 2020 and interim periods beginning after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or modified retrospective transition method, and earlywithin those years. Early adoption is permitted, only as of an annual reportingincluding adoption in any interim period, beginning after December 15, 2016, including interim reporting periods within that reportingbut all amendments must be adopted in the same period. The Partnership expects to adopt this standard inallowable adoption methods differ under the first quarter of 2018 using the modified retrospective method. The Partnership anticipates the primary impact of the adoption on the consolidated financial statements will be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. The Partnership does not anticipate adoption of the standard to have a material effect on the consolidated financial statements.

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

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


In January 2017,March 2020, the FASB issued Accounting Standards Update No. 2017-04, Simplifying2020-04, Facilitation of the Test for Goodwill ImpairmentEffects of Reference Rate Reform on Financial Reporting ("ASU 2017-04"2020-04"). ASU 2017-04 eliminates step two from2020-04 provides optional guidance to ease the goodwill impairment test. Instead, an entity should recognize an impairment chargepotential burden in accounting for (or recognizing the amount by which a reporting unit's carrying amount exceeds its fair value, noteffects of) reference rate reform on contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to exceed the carrying amountbe discontinued because of goodwill.reference rate reform. ASU 2017-042020-04 is effective for annual and any interim impairment tests for periods beginning afteras of March 12, 2020 through December 15, 2019 on a prospective basis. Early adoption is permitted for annual and any interim impairment tests occurring after January 1, 2017. The Partnership has adopted31, 2022. We are in the process of evaluating the effect this standard for its 2017 annual impairment test which is currently in process. The Partnership does not anticipate the adoption of the standard towill have a material effect on the unaudited condensed consolidated financial statements.statements and related disclosures.


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(2) Interim Reporting:
The Partnership owns and operates elevenWe are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, two separately gated outdoor water parks one indoor water park and five hotels. The Partnership'scomplementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm. Our seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day. After Labor Day, after which theyour seasonal parks are open during select weekends in September and, in most cases, October. The two separately gated outdoor water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends beforein the fourth quarter for Halloween and after this period.winter events. As a result, a substantial portion of the Partnership’sour revenues from these seasonal parks typically are generated during an approximate 130-130- to 140-day140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. In 2017, four of the seasonal properties will extend their operating seasons approximately 20 to 25 days to include WinterFest, a holiday event operating during November and December. Knott's Berry Farm continues to beis open daily on a year-round basis. Castaway Bay is generally open daily from Memorial Day to Labor Day with an additional limited daily scheduleCOVID-19 has impacted our parks' operating calendars. See the Subsequent Events footnote at Note 15 for the balance of the year.further details.


To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership haswe have adopted the following accounting and reporting procedures for its seasonal parks:procedures: (a) revenues onfrom multi-use products are recognized over the estimated number of uses expected for each type of productproduct; and are adjustedthe estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season,season; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season,season; and (c) all other costs are expensed as incurred or ratably over the entire year. As a portion of our parks have opened and a portion of our parks remain closed, we are recognizing depreciation and certain other operating costs, which are typically expensed over each park's operating season and which will still be incurred, over pre-COVID-19 budgeted operating days for 2020. This change in accounting procedure more accurately reflects incurred expense and results in greater consistency between parks and with historical results.



(3) Acquisitions:
On July 1, 2019, we completed the acquisition of 2 water parks and 1 resort in Texas, the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston ("Schlitterbahn parks"), for a cash purchase price of $257.7 million. The acquisition increased our presence in growing and attractive markets and further diversified our portfolio of properties. The Schlitterbahn parks are included within our single reportable segment of amusement/water parks with accompanying resort facilities.

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon management's estimated fair values at the date of acquisition. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $178.0 million, property and equipment of $58.1 million, an indefinite-lived trade name of $23.2 million, covenants not to compete of $0.2 million and a net working capital deficit of $3.3 million were recorded. We also assumed a lease commitment for the land on which Schlitterbahn Waterpark Galveston is located. This land lease resulted in the recognition of an additional right-of-use asset totaling $6.8 million and an additional corresponding lease liability totaling $5.3 million. All goodwill is expected to be deductible for income tax purposes.

Due to the negative impact of the COVID-19 pandemic on our expected future operating results, we tested the long-lived assets, goodwill and indefinite-lived intangible assets of the Schlitterbahn parks for impairment as of March 29, 2020. This resulted in impairment charges at the Schlitterbahn parks of $2.7 million for long-lived assets, $73.6 million for goodwill and $7.9 million for the Schlitterbahn trade name (see Note 5 and Note 6).

The results of the Schlitterbahn parks' operations, including $2.1 million of net revenues and $99.5 million of net loss, are included within the unaudited condensed consolidated statement of operations and comprehensive (loss) income for the six months ended June 28, 2020. If we had acquired the Schlitterbahn parks on January 1, 2019, our results for the three and six months ended June 30, 2019 would have included net revenues of approximately $24 million and $26 million, and net income of approximately $5 million and net loss of approximately $1 million, respectively. Related acquisition transaction costs totaled $7.0 million for the third and fourth quarter of 2019 and were included within Selling, general and administrative expenses.

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

The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented:
Three months endedSix months ended
(In thousands)June 28, 2020June 30, 2019June 28, 2020June 30, 2019
In-park revenues$1,217  $401,383  $44,244  $455,596  
Out-of-park revenues5,563  49,344  17,654  64,105  
Concessionaire remittance(194) (14,537) (1,677) (16,534) 
Net revenues$6,586  $436,190  $60,221  $503,167  
Due to our highly seasonal operations, a substantial portion of our revenues typically are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at 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. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns.

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

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

Of the $151.4 million of deferred revenue recorded as of January 1, 2020, 91% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, marina deposits, advanced resort reservations, and other deferred revenue. During the six months ended June 28, 2020, approximately $7.6 million of the deferred revenue balance as of January 1, 2020 was recognized.

Due to the COVID-19 pandemic, as of June 28, 2020, we estimated that some of our closed parks would remain closed throughout 2020 and some of our parks that have been able to open would be compelled to close for the 2020 operating season earlier than the park's typical operating calendar. Furthermore, given the uncertainty around the timing of the parks reopening, we extended the validity of our season pass products through the 2021 operating season to compensate for lost days in 2020. As a result, we classified $88.6 million of our deferred revenue as non-current as of June 28, 2020. The following table discloses when we expect to recognize our outstanding deferred revenue:
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(In thousands)
Revenue Recognition TimingJune 28, 2020
Estimated to be recognized in 2020$41,904 
Estimated to be recognized in 2021150,754 
Estimated to be recognized from 2022 through 2039 (1)8,825 
Total Deferred Revenue$201,483 

(1) We lease a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events. The lease is effective through the life of the stadium, or approximately 25 years, from the opening of the stadium through 2039. The lease payments were prepaid, and the corresponding revenue is being recognized over the life of the stadium.

Payment is due immediately on the transaction date for most products. Our receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products (and other select products for specific time periods), and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from 3 monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables are highest in the peak summer months and the lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of June 28, 2020, December 31, 2019 and June 30, 2019, we recorded a $6.7 million, $3.4 million and $8.2 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using the historical default rate adjusted for current period trends, including an adjustment for the impact of COVID-19 on our customers' ability to pay based on collection rates since March 2020. 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.

As mentioned above, due to the COVID-19 pandemic, as of June 28, 2020, we estimated that some of our closed parks would remain closed throughout 2020 and some of our parks that have been able to open would be compelled to close for the 2020 operating season earlier than the park's typical operating calendar. Furthermore, given the uncertainty around the timing of the parks reopening, we suspended collections on our installment purchase plans and are resuming collections at each park as it opens. As a result, we classified $8.7 million of our installment purchase plan receivables as non-current as of June 28, 2020.

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

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


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


Due to the negative impact of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets for impairment as of March 29, 2020. We concluded the estimated undiscounted future cash flows expected to result from the use of the long-lived assets at the Schlitterbahn parks no longer exceeded the related carrying values. Therefore, we recorded a $2.7 million impairment charge equal to the difference between the fair value and the carrying amounts of the assets in "Loss on impairment / retirement of fixed assets" within the unaudited condensed consolidated statement of operations and comprehensive (loss) income during the first quarter of 2020. The fair value of our long-lived assets was determined using a real and personal property appraisal which was performed in accordance with ASC 820 - Fair Value Measurement. As of June 28, 2020, we concluded further long-lived asset impairment testing was unnecessary as indicators of further impairment did not exist. We based our conclusion on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

During the third quarter of 2016, the Partnershipwe ceased operations of one1 of itsour separately gated outdoor water parks, Wildwater Kingdom, located near Cleveland in Aurora, Ohio. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset was the approximateapproximately 670 acres of land owned by the Partnership. This land had an associated carrying value of $17.1 million.land. The Partnership assessed the remaining asset and concluded there was no impairment during the third quarter of 2016. The remaining Wildwater Kingdom acreage, reduced by acreage sold, is classified as assets held-for-salerecorded within "Other Assets" in the unaudited condensed consolidated balance sheet ($16.59.0 million as of September 24, 2017)June 28, 2020, December 31, 2019 and June 30, 2019).


(4)
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(6) Goodwill and Other Intangible Assets:
Goodwill and other indefinite-lived intangible assets, including trade-names,trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. Due to the negative impact of the COVID-19 pandemic on our expected future operating results, we tested our goodwill and indefinite-lived intangible assets for impairment as of March 29, 2020. We concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statement of operations and comprehensive (loss) income.

The fair value of our reporting units was established using a combination of an income (discounted cash flow) approach and market approach. The income approach used each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflected current market conditions. Estimated operating results were established using our best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks following the COVID-19 pandemic, and the related anticipated demand upon re-opening our parks following the COVID-19 pandemic. Other significant estimates and assumptions included terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The market approach estimated fair value by applying cash flow multiples to each reporting unit's operating performance. The multiples were derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. The impairment charge recognized was for the amount by which the reporting unit's carrying amount exceeded its fair value.

Our indefinite-lived intangible assets consist of trade names. The fair value of our trade names was calculated using a relief-from-royalty model. The impairment charge recognized was for the amount by which the trade name's carrying amount exceeded its fair value.

As of September 24, 2017, there were noJune 28, 2020, we concluded further goodwill and trade name impairment testing was unnecessary as indicators of impairment. The Partnership's annualfurther impairment did not exist. We based our conclusion on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

Management made significant estimates in concluding on whether impairment testing date iswas necessary and subsequently calculating the first dayfair value of the fourth quarter. There were no impairments for any period presented.our reporting units and trade names. Actual results could materially differ from these estimates.


A summary of changesChanges in the Partnership’s carrying value of goodwill for the ninesix months ended September 24, 2017June 28, 2020 and September 25, 2016 is as follows:June 30, 2019 were:
(In thousands)Goodwill
Balance as of December 31, 2019$359,654 
Impairment(80,331)
Foreign currency translation(3,085)
Balance as of June 28, 2020$276,238 
Balance as of December 31, 2018$178,719 
Foreign currency translation2,480 
Balance as of June 30, 2019$181,199 
(In thousands) 
Goodwill
(gross)
 
Accumulated
Impairment
Losses
 
Goodwill
(net)
Balance at December 31, 2016 $259,528
 $(79,868) $179,660
Foreign currency translation 5,350
 —
 5,350
Balance at September 24, 2017 $264,878
 $(79,868) $185,010
       
Balance at December 31, 2015 $290,679
 $(79,868) $210,811
Foreign currency translation 4,649
 —
 4,649
Balance at September 25, 2016 $295,328
 $(79,868) $215,460


During the fourth quarter of 2016, management reassessed its accounting for the deferred income tax effects related to its Canadian disregarded entity temporary differences that were recorded in purchase accounting at the time of the acquisition. As a result, to appropriately reflect these tax effects, the Partnership recorded an adjustment that reduced goodwillGoodwill included $104.4 million and deferred tax liabilities by $33.9$178.0 million as of June 28, 2020 and December 31, 2016. The adjustment did not impact2019, respectively, of goodwill related to the statementSchlitterbahn parks which were acquired on July 1, 2019, see Note 3.

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Table of operations and comprehensive income or the statement of cash flows for any period presented.Contents

As of September 24, 2017,June 28, 2020, December 31, 2016,2019, and September 25, 2016, the Partnership’sJune 30, 2019, other intangible assets consisted of the following:
(In thousands)Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Value
June 28, 2020
Other intangible assets:
Trade names$50,713  $—  $50,713  
License / franchise agreements4,256  (3,133) 1,123  
Total other intangible assets$54,969  $(3,133) $51,836  
December 31, 2019
Other intangible assets:
Trade names$59,249  $—  $59,249  
License / franchise agreements3,583  (2,933) 650  
Total other intangible assets$62,832  $(2,933) $59,899  
June 30, 2019
Other intangible assets:
Trade names$35,945  $—  $35,945  
License / franchise agreements3,390  (2,639) 751  
Total other intangible assets$39,335  $(2,639) $36,696  
(In thousands) 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Value
September 24, 2017      
Other intangible assets:      
Trade names $36,794
 $—
 $36,794
License / franchise agreements 3,361
 (1,623) 1,738
Total other intangible assets $40,155
 $(1,623) $38,532
       
December 31, 2016      
Other intangible assets:      
Trade names $35,603
 $—
 $35,603
License / franchise agreements 3,326
 (1,092) 2,234
Total other intangible assets $38,929
 $(1,092) $37,837
       
September 25, 2016      
Other intangible assets:      
Trade names $35,866
 $—
 $35,866
License / franchise agreements 1,475
 (911) 564
Total other intangible assets $37,341
 $(911) $36,430


Other intangible assets included $15.4 million and $23.2 million as of June 28, 2020 and December 31, 2019, respectively, for the Schlitterbahn trade name acquired on July 1, 2019, see Note 3. The Schlitterbahn trade name is an indefinite-lived intangible asset. Amortization expense of finite-lived other intangible assets is expected to continue to be immaterial going forward.


(5)
(7) Long-Term Debt:
Long-term debt as of September 24, 2017,June 28, 2020, December 31, 2016,2019, and September 25, 2016June 30, 2019 consisted of the following:
(In thousands)June 28, 2020December 31, 2019June 30, 2019
U.S. term loan averaging 3.08% YTD 2020; 4.01% in 2019; 4.24% YTD 2019 (due 2017-2024) (1)$264,250  $729,375  $733,125  
Notes
2024 U.S. fixed rate notes at 5.375%450,000  450,000  450,000  
2025 U.S. fixed rate notes at 5.500%1,000,000  —  —  
2027 U.S. fixed rate notes at 5.375%500,000  500,000  500,000  
2029 U.S. fixed rate notes at 5.250%500,000  500,000  500,000  
2,714,250  2,179,375  2,183,125  
Less current portion—  (7,500) (7,500) 
2,714,250  2,171,875  2,175,625  
Less debt issuance costs and original issue discount(53,715) (25,992) (27,750) 
$2,660,535  $2,145,883  $2,147,875  
(In thousands)September 24, 2017 December 31, 2016 September 25, 2016
      
Term debt (1)
     
April 2017 U.S. term loan averaging 3.38% (due 2017-2024)$735,000
 $—
 $—
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)—
 602,850
 602,850
Notes     
April 2017 U.S. fixed rate notes at 5.375% (due 2027)500,000
 —
 —
June 2014 U.S. fixed rate notes at 5.375% (due 2024)450,000
 450,000
 450,000
March 2013 U.S. fixed rate notes at 5.25% (due 2021)—
 500,000
 500,000
 1,685,000
 1,552,850
 1,552,850
Less current portion—
 (2,775) (1,200)
 1,685,000
 1,550,075
 1,551,650
Less debt issuance costs(25,374) (15,864) (16,979)
 $1,659,626
 $1,534,211
 $1,534,671
(1)  The average interest rates do not reflect the effect of interest rate swap agreements (see Note 8).
(1)The average interest rate is calculated over the life of the instrument and does not reflect the effect of interest rate swap agreements (see Note 6).

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

Concurrently with the April 2017 notes issuance, the Partnershipwe amended and restated itsour existing $885 million credit agreement (the "2013"2017 Credit Agreement"), which included a $630 millionincludes our senior secured term loan facility and a $255 million senior secured revolving credit facility. The $1,025 million amended and restated credit agreement (the "2017 Credit Agreement") includes a $750 million senior secured term loan facility and a $275 million senior secured revolving credit facility. The terms ofunder the senior secured term loan facility include a maturity date of2017 Credit Agreement matures on April 15, 2024 and, following an amendment in March 2018, bears interest rate ofat London InterBank Offered Rate ("LIBOR") plus 225175 basis points (bps). The pricing terms for the March 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (subsequently referred to as the "Second Amended 2017 Credit Agreement" or the "Second Amendment") to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. In conjunction with the Second Amendment, we prepaid $463.3 million of our outstanding senior secured term loan amortizes at $7.5 million annually.facility. Following the prepayment, we do not have any required remaining scheduled quarterly payments on our senior secured term loan facility. The facilities provided under the Second Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.


Terms
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In connection with the 2017 Credit Agreement include aSecond Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of $100.0 million bringing our total senior secured revolving credit facility capacity under the Second Amended 2017 Credit Agreement to $375 million with a Canadian sub-limit of $15 million. Senior secured revolving credit facility borrowings under the Second Amended 2017 Credit Agreement bear interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. Prior to the Second Amendment, our senior secured revolving credit facility had a combined limit of $275 million with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bearmillion and bore interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. As of June 28, 2020, 0 borrowings were outstanding under the revolving credit facility. The Second Amended 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities.


Notes
In April 2020, as a result of the anticipated effects of the COVID-19 pandemic and in connection with the Second Amendment to the 2017 Credit Agreement, we issued $1.0 billion of 5.500% senior secured notes ("2025 senior notes") in a private placement. 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 2025 senior notes. The 2025 senior notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium). The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. The net proceeds from the offering of the 2025 senior notes were used to repay $463.3 million of our then-outstanding senior secured term loan facility. The remaining amount is to be used for general corporate and working capital purposes, including fees and expenses related to the transaction.

The 2025 senior notes pay interest semi-annually in May and November, beginning November 1, 2020, with the principal due in full on May 1, 2025. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2014, we issued $450 million of 5.375% senior unsecured notes ("2024 senior notes"). The 2024 senior notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. The 2024 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In April 2017, we issued $500 million of 5.375% senior unsecured notes ("2027 senior notes"). The 2027 senior notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. Prior to April 15, 2020, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2027 senior notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.


In June 2014,2019, in conjunction with the Partnershipacquisition of the Schlitterbahn parks (see Note 3), we issued $450$500 million of 5.375%5.250% senior unsecured notes ("June 2014 notes"), maturing in 2024.2029 ("2029 senior notes"). The Partnership's June 2014net proceeds from the offering of the 2029 senior notes were used to complete the acquisition, complete the purchase of land at California's Great America (see Note 12), to pay transaction fees and expenses, and for general corporate purposes and repayment of the revolving credit facility.

The 2029 senior notes pay interest semi-annually in JuneJanuary and December,July, with the principal due in full on June 1, 2024.July 15, 2029. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to June 1, 2019July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed together plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 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 debt securities issued in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

Covenants
The Second Amendment to the 2017 Credit Agreement includes asuspended and revised certain financial covenants including: (i) suspended testing of the Consolidated Leverage Ratio which if breached for any reason and not cured could result in an event of default. The ratio is(which was previously set at a maximum of 5.50x consolidated total debt-to-consolidated EBITDA.Consolidated Total Debt-to-Consolidated EBITDA) after the first quarter of the fiscal year ended December 31, 2020, (ii) replaced such Consolidated Leverage Ratio testing with a Senior Secured Leverage Ratio of 4.00x Total First Lien Senior Secured Debt-to-Consolidated EBITDA to be tested quarterly starting with the first quarter of the fiscal year ended December 31, 2021, which will step down to 3.75x in the fourth quarter of the fiscal year ended December 31, 2021, with the covenant calculation to include Consolidated
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EBITDA on a trailing twelve month basis using the quarters of the fiscal year ended December 31, 2021 and replacing the 2020 quarters, where applicable, with the second, third and fourth quarters of the fiscal year ended December 31, 2019 (the "Deemed EBITDA Quarters"), with replacements occuring until the fourth quarter of the fiscal year ended December 31, 2021, from and after which time the then current Consolidated EBITDA calculations will be used, (iii) added a requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2021 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until December 31, 2021), (iv) suspended certain restricted payments, including partnership distributions, certain payments in respect of senior unsecured debt, cash mergers and/or acquisition investments and the incurrence of incremental loans and commitments under the Second Amended 2017 Credit Agreement until the earlier of the delivery of the compliance certificate for the fourth quarter of the fiscal year ended December 31, 2021 or the termination of the Additional Restrictions Period, and (v) permitted the incurrence of the portion of the 2025 senior notes that were issued, the proceeds of which were not applied to repay a portion of the senior secured term loan facility. We may terminate the Additional Restrictions Period prior to December 31, 2021 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. As of September 24, 2017, the Partnership wasJune 28, 2020, we were in compliance with thisthe financial condition covenant and all other covenants under the Second Amended 2017 Credit Agreement.


The Partnership's long-term debtOur fixed rate note agreements also include Restricted Payment provisions.provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the Partnership's June 20142024 senior notes, which includes the most restrictive of these Restricted Payments provisions the Partnershipunder our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x, we can still make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and the Partnership's ability to make additional Restricted Payments is permitted should the Partnership'scontinuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio beis less than or equal to 5.00x.5.00x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.00x as of June 28, 2020.


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

(6)(8) Derivative Financial Instruments:
Derivative financial instruments are used within the Partnership’sour overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge exposure to LIBOR rate changes, the Partnership iswe are exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believeswe believe poses minimal credit risk. The Partnership doesWe do not use derivative financial instruments for trading purposes.


In the first quarter of 2016, the Partnership amended each of its fourWe have 4 interest rate swap agreements to extend each of the maturities by two years tothat mature on December 31, 2020 and effectively convert $500 million of variable-rate debt to a rate of 2.64%4.39%. As a result of the amendments, the previously existingWe also have 4 additional interest rate swap agreements were de-designated, andthat convert the amounts recorded in AOCI are being amortized into earnings throughsame notional amount to a rate of 4.63% for the originalperiod December 31, 2018 maturity. The amended2020 through December 31, 2023. None of the interest rate swap agreements are not designated as hedging instruments.

The fair market value of the Partnership'sour swap portfolio, was recordedincluding the location within "Derivative Liability" on the unaudited condensed consolidated balance sheets, as of September 24, 2017, December 31, 2016, and September 25, 2016for the periods presented were as follows:
(In thousands) September 24, 2017 December 31, 2016 September 25, 2016
Derivatives not designated as hedging instruments:      
Interest rate swaps $(14,849) $(17,721) $(30,185)

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

Derivatives Not Designated as Hedging Instruments
(In thousands)Balance Sheet LocationJune 28, 2020December 31, 2019June 30, 2019
Derivatives not designated as hedging instruments:
Interest Rate SwapsOther accrued liabilities$(7,328) $(5,129) $—  
Derivative Liability(37,247) (18,108) (23,862) 
$(44,575) $(23,237) $(23,862) 
Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" inwithin the unaudited condensed consolidated statements of operations and comprehensive (loss) income. The amounts that were previously recorded as a component

16
Table of AOCI prior to the de-designation are reclassified to earnings, and a corresponding realized gain or loss will be recognized when the forecasted cash flow occurs. As a result of the first quarter 2016 amendments, the previously existing interest rate swap agreements were de-designated, and the amounts previously recorded in AOCI are being amortized into earnings through the original December 31, 2018 maturity. As of September 24, 2017, approximately $11.8 million of losses remain in AOCI related to the effective cash flow hedge contracts prior to de-designation, $9.5 million of which will be reclassified to earnings within the next twelve months.


The following table summarizes the effect of derivative instruments on income and other comprehensive income for the three months ended September 24, 2017 and September 25, 2016:
Contents
(In thousands) Amount of Gain (Loss)
recognized in OCI on
Derivatives
(Effective Portion)		 Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)		 
Amount and Location of Gain (Loss) Recognized
in Income on Derivatives
Designated Derivatives Three months ended 9/24/2017 Three months ended 9/25/2016 Designated Derivatives Three months ended 9/24/2017 Three months ended 9/25/2016 
Derivatives
Not Designated
 Three months ended 9/24/2017 Three months ended 9/25/2016
Interest rate swaps $—
 $—
 Interest Expense $—
 $—
 Net effect of swaps $3,318
 $715

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

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

The following table summarizes the effect of derivative instruments on income and other comprehensive income for the nine months ended September 24, 2017 and September 25, 2016:
(In thousands) Amount of Gain (Loss)
recognized in OCI on
Derivatives
(Effective Portion)		 Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)		 Amount and Location of Gain (Loss) Recognized
in Income on Derivatives
Designated Derivatives Nine months ended 9/24/2017 Nine months ended 9/25/2016 Designated Derivatives Nine months ended 9/24/2017 Nine months ended 9/25/2016 
Derivatives
Not Designated
 Nine months ended 9/24/2017 Nine months ended 9/25/2016
Interest rate swaps $—
 $(4,671) Interest Expense $—
 $(851) Net effect of swaps $3,378
 $(2,596)

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

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


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

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

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The table below presents the balances of assets and liabilities measured at fair value as of September 24, 2017,June 28, 2020, December 31, 2016,2019, and September 25, 2016June 30, 2019 on a recurring basis as well as the fair values of other financial instruments:instruments, including their locations within the unaudited condensed consolidated balance sheets:
(In thousands)Balance Sheet LocationFair Value Hierarchy LevelJune 28, 2020December 31, 2019June 30, 2019
Carrying ValueFair 
Value		Carrying ValueFair 
Value		Carrying ValueFair 
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investmentsOther current assetsLevel 1$156  $156  $275  $275  $362  $362  
Interest rate swaps
Derivative Liability (1)
Level 2$(44,575) $(44,575) $(23,237) $(23,237) $(23,862) $(23,862) 
Other financial assets (liabilities):
Term debt
Long-Term Debt (2)
Level 2$(264,250) $(252,359) $(721,875) $(725,484) $(725,625) $(725,625) 
2024 senior notes
Long-Term Debt (2)
Level 1$(450,000) $(427,500) $(450,000) $(462,375) $(450,000) $(461,250) 
2025 senior notes
Long-Term Debt (2)
Level 2$(1,000,000) $(992,500) —  —  —  —  
2027 senior notes
Long-Term Debt (2)
Level 1$(500,000) $(465,000) $(500,000) $(535,000) $(500,000) $(516,250) 
2029 senior notes
Long-Term Debt (2)
Level 1 (3)
$(500,000) $(462,500) $(500,000) $(539,375) $(500,000) $(510,000) 
(In thousands)
Unaudited Condensed 
Consolidated Balance Sheet Location
Fair Value Hierarchy Level September 24, 2017 December 31, 2016 September 25, 2016
 Carrying Value
Fair 
Value
 Carrying Value
Fair 
Value
 Carrying Value
Fair 
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investmentsOther current assetsLevel 1 $688
$688
 —
—
 —
—
Interest rate swap agreements not designated as cash flow hedgesDerivative LiabilityLevel 2 $(14,849)$(14,849) $(17,721)$(17,721) $(30,185)$(30,185)
Other financial assets (liabilities):
March 2013 term debt
Long-Term Debt (1)
Level 2 —
—
 $(600,075)$(603,075) $(601,650)$(603,154)
April 2017 term debt
Long-Term Debt (1)
Level 2 $(735,000)$(740,513) —
—
 —
—
March 2013 notes
Long-Term Debt (1)
Level 1 —
—
 $(500,000)$(510,000) $(500,000)$(520,000)
June 2014 notes
Long-Term Debt (1)
Level 1 $(450,000)$(472,500) $(450,000)$(462,375) $(450,000)$(477,000)
April 2017 notes
Long-Term Debt (1)
Level 2 $(500,000)$(527,500) —
—
 —
—
(1)As of June 28, 2020 and December 31, 2019, $7.3 million and $5.1 million of the fair value of our swap portfolio, respectively, was classified as current and recorded in "Other accrued liabilities".

(2)Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $53.7 million, $26.0 million, and $27.8 million as of June 28, 2020, December 31, 2019, and June 30, 2019, respectively.
(1)Carrying values of long-term debt balances are before reductions for debt issuance costs of $25.4 million, $15.9 million, and $17.0 million as of September 24, 2017, December 31, 2016, and September 25, 2016, respectively.

(3)The 2029 senior notes were based on Level 1 inputs as of June 28, 2020 and Level 2 inputs as of December 31, 2019 and June 30, 2019.

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


Due to the negative impact of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets, goodwill, and indefinite-lived intangible assets for impairment as of March 29, 2020. We concluded the estimated fair value of the Schlitterbahn parks reporting unit and its related long-lived assets and trade name, and of the Dorney Park reporting unit no longer exceeded their carrying values. Therefore, as of March 29, 2020, these assets were measured at fair value. We recorded a $2.7 million, $73.6 million and $7.9 million impairment charge to long-lived assets, goodwill and the trade name at the Schlitterbahn parks, respectively, and a $6.8 million impairment charge to goodwill at Dorney Park during the first quarter of 2020. The long-lived asset impairment charge was recorded in "Loss on impairment / retirement of fixed assets", and the goodwill and intangible asset impairment charges were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statement of operations and comprehensive (loss) income.

The fair value determination for our long-lived assets, reporting units and indefinite-lived intangible assets included numerous assumptions based on Level 3 inputs. The fair value of our long-lived assets was determined using a real and personal property appraisal of which the principal assumptions included the principal market and market participants upon sale. The primary assumptions used to determine the fair value of our reporting units included growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks following the COVID-19 pandemic, the related anticipated demand upon re-opening our parks following the COVID-19 pandemic, terminal value growth rates, future estimates of capital expenditures, changes in future capital requirements, and a weighted-average cost of capital that reflected current market conditions. The fair value of our indefinite-lived intangible assets was determined using a relief-from-royalty method of which the principal assumptions included royalty rates, growth rates in revenues, estimates of future expected changes in operating margins, the anticipated time frame to re-open our parks following the COVID-19 pandemic, the related anticipated demand upon re-opening our parks following the COVID-19 pandemic, terminal value growth rates, and a discount rate based on a weighted-average cost of capital that reflected current market conditions.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no other assets measured at fair value on a non-recurring basis as of September 24, 2017,June 28, 2020, December 31, 2016,2019 or September 25, 2016.June 30, 2019.


(8)
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(10) Earnings per Unit:
Net (loss) income per limited partner unit iswas calculated based on the following unit amounts:
 Three months endedSix months ended
(In thousands, except per unit amounts)June 28, 2020June 30, 2019June 28, 2020June 30, 2019
Basic weighted average units outstanding56,494  56,474  56,455  56,334  
Effect of dilutive units:
Deferred units—  47  —  —  
Restricted units—  243  —  —  
Unit options—  122  —  —  
Diluted weighted average units outstanding56,494  56,886  56,455  56,334  
Net (loss) income per unit - basic$(2.35) $1.12  $(6.17) $(0.36) 
Net (loss) income per unit - diluted$(2.35) $1.11  $(6.17) $(0.36) 

 Three months ended Nine months ended
 9/24/2017 9/25/2016 9/24/2017 9/25/2016
 (In thousands, except per unit amounts)
Basic weighted average units outstanding56,078
 55,948
 56,062
 55,922
Effect of dilutive units:       
Deferred units44
 33
 41
 30
Performance units—
 —
 48
 43
Restricted units284
 253
 292
 266
Unit options185
 131
 188
 131
Diluted weighted average units outstanding56,591
 56,365
 56,631
 56,392
Net income per unit - basic$3.41
 $3.13
 $2.82
 $3.30
Net income per unit - diluted$3.38
 $3.10
 $2.79
 $3.27

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

The incometotal tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss) of. Our consolidated estimated annual effective tax rate differs from the Partnership’s corporate subsidiaries. In additionstatutory federal income tax rate primarily due to state, local and foreign income taxes, on its corporate subsidiaries, the Partnership iscertain partnership level income not being subject to a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTPfederal tax and for income taxesbeneficial rate differences on its subsidiaries.loss carry backs allowed by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") on March 27, 2020.


As of the end of the third quarter of 2017, the Partnership has recorded $0.7 million of unrecognizedUnrecognized tax benefits, including accrued interest and/orand penalties, related to statewere not material in any period presented. We recognize interest and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits as income tax expense.

(12) Lease Commitments and Contingencies:
Prior to the second quarter of 2019, our most significant lease commitment was for the land on which California's Great America is located in the income tax provision. The Partnership does not anticipate thatCity of Santa Clara, which had an initial term through 2039 with renewal options through 2074. On June 28, 2019, we purchased the balanceland at California's Great America from the lessor, the City of the unrecognized tax benefit will change significantly over the next 12 months.Santa Clara, for $150.3 million.

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

(11) Changes in Accumulated Other Comprehensive Income by Component:
The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the three months ended September 24, 2017 and September 25, 2016:


18
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at June 25, 2017 $(11,963) $16,949
 $4,986
        
Other comprehensive income before reclassifications —
 (11,143) (11,143)
        
Amounts reclassified from accumulated other comprehensive income, net of tax ($371) (2)
 1,994
 —
 1,994
        
Net other comprehensive income 1,994
 (11,143) (9,149)
        
Balance at September 24, 2017 $(9,969) $5,806
 $(4,163)

(1)All amounts are net of tax. Amounts in parentheses indicate debits.
(2)See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Table of Contents
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at June 26, 2016 $(19,938) $15,747
 $(4,191)
        
Other comprehensive income before reclassifications, net of tax ($803) —
 1,397
 1,397
        
Amounts reclassified from accumulated other comprehensive income, net of tax ($371) (2)
 1,994
 —
 1,994
        
Net other comprehensive income 1,994
 1,397
 3,391
        
Balance at September 25, 2016 $(17,944) $17,144
 $(800)

(1)All amounts are net of tax. Amounts in parentheses indicate debits.
(2)See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

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



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

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at December 31, 2016 $(15,950) $18,891
 $2,941
        
Other comprehensive income before reclassifications —
 (13,085) (13,085)
        
Amounts reclassified from accumulated other comprehensive income, net of tax ($1,113) (2)
 5,981
 —
 5,981
        
Net other comprehensive income 5,981
 (13,085) (7,104)
        
Balance at September 24, 2017 $(9,969) $5,806
 $(4,163)

(1)All amounts are net of tax. Amounts in parentheses indicate debits.
(2)See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands) Gains and Losses on Cash Flow Hedges Foreign Currency Translation Total
Balance at December 31, 2015 $(19,300) $22,591
 $3,291
        
Other comprehensive income before reclassifications, net of tax $711 and $3,131, respectively (3,960) (5,447) (9,407)
        
Amounts reclassified from accumulated other comprehensive income, net of tax ($990) (2)
 5,316
 —
 5,316
        
Net other comprehensive income 1,356
 (5,447) (4,091)
        
Balance at September 25, 2016 $(17,944) $17,144
 $(800)

(1)All amounts are net of tax. Amounts in parentheses indicate debits.
(2)See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Reclassifications Out of Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line Item in the Statement Where Net Income is Presented
(In thousands) 
Nine months ended
9/24/2017
 
Nine months ended
9/25/2016
  
Interest rate contracts $7,094
 $6,306
 Net effect of swaps
Provision for taxes (1,113) (990) Provision for taxes
Losses on cash flow hedges $5,981
 $5,316
 Net of tax




(12)(13) Consolidating Financial Information of Guarantors and Issuers:Issuers of 2024 Senior Notes:
Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the Partnership's June 20142024 senior notes (see Note 5)7). The 2024 senior notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the Partnership's senior secured credit facilities.. There are no non-guarantor subsidiaries.


The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of September 24, 2017,June 28, 2020, December 31, 2016,2019, and September 25, 2016June 30, 2019 and for the three-monththree and nine-monthsix month periods ended September 24, 2017June 28, 2020 and September 25, 2016.June 30, 2019. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying unaudited condensed consolidating financial statements.statements have been included.



19
Table of Contents
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 24, 2017June 28, 2020
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
ASSETS
Current Assets:
Cash and cash equivalents$—  $—  $17,395  $283,740  $—  $301,135  
Receivables—  1,995  27,648  1,053,180  (1,041,001) 41,822  
Inventories—  —  3,605  41,975  —  45,580  
Other current assets918  7,633  8,291  19,942  (10,035) 26,749  
918  9,628  56,939  1,398,837  (1,051,036) 415,286  
Property and Equipment, net—  610  170,904  1,691,070  —  1,862,584  
Investment in Park250,803  1,070,282  282,084  129,048  (1,732,217) —  
Goodwill674  —  58,296  217,268  —  276,238  
Other Intangibles, net—  —  12,994  38,842  —  51,836  
Deferred Tax Asset—  73,462  —  —  (73,462) —  
Right-of-Use Asset—  —  124  13,198  —  13,322  
Other Assets—  7,359  1,169  29,740  —  38,268  
$252,395  $1,161,341  $582,510  $3,518,003  $(2,856,715) $2,657,534  
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable$509,066  $533,321  $2,104  $21,358  $(1,041,001) $24,848  
Deferred revenue—  —  5,788  98,046  —  103,834  
Accrued interest2,061  425  1,903  26,405  —  30,794  
Accrued taxes1,097  —  —  21,615  (10,035) 12,677  
Accrued salaries, wages and benefits—  14,031  1,256  —  —  15,287  
Self-insurance reserves—  9,652  1,491  11,885  —  23,028  
Other accrued liabilities6,309  8,363  326  6,007  —  21,005  
518,533  565,792  12,868  185,316  (1,051,036) 231,473  
Deferred Tax Liability—  —  14,671  88,489  (73,462) 29,698  
Derivative Liability—  37,247  —  —  —  37,247  
Lease Liability—  —  95  9,977  —  10,072  
Other Liabilities—  2,463  5,506  92,402  —  100,371  
Long-Term Debt:
Term debt—  —  —  255,897  —  255,897  
Notes145,724  —  447,290  1,811,624  —  2,404,638  
145,724  —  447,290  2,067,521  —  2,660,535  
Partners' (Deficit) Equity(411,862) 555,839  102,080  1,074,298  (1,732,217) (411,862) 
$252,395  $1,161,341  $582,510  $3,518,003  $(2,856,715) $2,657,534  
20
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $—
 $—
 $92,047
 $160,593
 $(2,694) $249,946
Receivables —
 1,285
 33,158
 837,594
 (819,734) 52,303
Inventories —
 —
 2,423
 31,817
 —
 34,240
Other current assets 275
 12,843
 743
 16,829
 (12,066) 18,624
  275
 14,128
 128,371
 1,046,833
 (834,494) 355,113
Property and Equipment, net —
 842
 183,205
 1,396,463
 —
 1,580,510
Investment in Park 566,548
 1,016,857
 224,464
 222,953
 (2,030,822) —
Goodwill 674
 —
 64,730
 119,606
 —
 185,010
Other Intangibles, net —
 —
 14,443
 24,089
 —
 38,532
Deferred Tax Asset —
 32,190
 —
 —
 (32,190) —
Other Assets —
 —
 53
 17,354
 —
 17,407
  $567,497
 $1,064,017
 $615,266
 $2,827,298
 $(2,897,506) $2,176,572
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $478,416
 $345,150
 $6,431
 $26,141
 $(822,428) $33,710
Deferred revenue —
 —
 7,137
 79,595
 —
 86,732
Accrued interest 292
 195
 9,209
 14,232
 —
 23,928
Accrued taxes 1,589
 —
 14,910
 74,224
 (12,066) 78,657
Accrued salaries, wages and benefits —
 28,306
 2,360
 —
 —
 30,666
Self-insurance reserves —
 12,090
 1,725
 13,734
 —
 27,549
Other accrued liabilities 2,985
 7,772
 499
 9,306
 —
 20,562
  483,282
 393,513
 42,271
 217,232
 (834,494) 301,804
Deferred Tax Liability —
 —
 19,511
 125,350
 (32,190) 112,671
Derivative Liability 8,933
 5,916
 —
 —
 —
 14,849
Other Liabilities —
 1,398
 —
 10,942
 —
 12,340
Long-Term Debt:            
Term debt —
 127,402
 —
 595,983
 —
 723,385
Notes —
 —
 444,874
 491,367
 —
 936,241
  —
 127,402
 444,874
 1,087,350
 —
 1,659,626
             
Equity 75,282
 535,788
 108,610
 1,386,424
 (2,030,822) 75,282
  $567,497
 $1,064,017
 $615,266
 $2,827,298
 $(2,897,506) $2,176,572
Table of Contents




CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 20162019
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
ASSETS
Current Assets:
Cash and cash equivalents$—  $—  $66,357  $116,428  $(533) $182,252  
Receivables—  1,299  35,309  1,077,688  (1,051,190) 63,106  
Inventories—  —  2,786  30,116  —  32,902  
Other current assets182  1,269  541  13,929  —  15,921  
182  2,568  104,993  1,238,161  (1,051,723) 294,181  
Property and Equipment, net—  769  183,468  1,657,371  —  1,841,608  
Investment in Park641,068  1,356,149  292,744  246,629  (2,536,590) —  
Goodwill674  —  61,382  297,598  —  359,654  
Other Intangibles, net—  —  13,682  46,217  —  59,899  
Deferred Tax Asset—  24,308  —  —  (24,308) —  
Right-of-Use Asset—  —  157  14,167  —  14,324  
Other Assets—  —  38  11,441  —  11,479  
$641,924  $1,383,794  $656,464  $3,511,584  $(3,612,621) $2,581,145  
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt$—  $1,313  $—  $6,187  $—  $7,500  
Accounts payable644,839  407,384  2,799  26,045  (1,051,723) 29,344  
Deferred revenue—  —  10,930  140,447  —  151,377  
Accrued interest7  5  2,054  19,376  —  21,442  
Accrued taxes448  1,656  2,819  34,314  —  39,237  
Accrued salaries, wages and benefits—  27,080  2,469  —  —  29,549  
Self-insurance reserves—  10,549  1,624  12,492  —  24,665  
Other accrued liabilities6,596  6,389  279  7,760  —  21,024  
651,890  454,376  22,974  246,621  (1,051,723) 324,138  
Deferred Tax Liability—  —  16,621  89,733  (24,308) 82,046  
Derivative Liability—  18,108  —  —  —  18,108  
Lease Liability—  —  125  10,475  —  10,600  
Other Liabilities—  935  —  9,401  —  10,336  
Long-Term Debt:
Term debt—  125,425  —  588,725  —  714,150  
Notes—  —  446,781  984,952  —  1,431,733  
—  125,425  446,781  1,573,677  —  2,145,883  
Partners' (Deficit) Equity(9,966) 784,950  169,963  1,581,677  (2,536,590) (9,966) 
$641,924  $1,383,794  $656,464  $3,511,584  $(3,612,621) $2,581,145  
21
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $—
 $—
 $65,563
 $58,178
 $(1,025) $122,716
Receivables —
 1,409
 28,019
 576,975
 (570,989) 35,414
Inventories —
 —
 1,371
 24,905
 —
 26,276
Other current assets 173
 796
 2,229
 9,833
 (1,761) 11,270
  173
 2,205
 97,182
 669,891
 (573,775) 195,676
Property and Equipment, net —
 844
 175,358
 1,363,018
 —
 1,539,220
Investment in Park 798,076
 937,626
 200,075
 324,282
 (2,260,059) —
Goodwill 674
 —
 59,381
 119,605
 —
 179,660
Other Intangibles, net —
 —
 13,255
 24,582
 —
 37,837
Deferred Tax Asset —
 33,303
 —
 —
 (33,303) —
Other Assets —
 2,000
 108
 18,680
 —
 20,788
  $798,923
 $975,978
 $545,359
 $2,520,058
 $(2,867,137) $1,973,181
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $—
 $572
 $64
 $2,139
 $—
 2,775
Accounts payable 428,396
 145,258
 740
 18,471
 (572,014) 20,851
Deferred revenue —
 —
 5,601
 77,164
 —
 82,765
Accrued interest 4,613
 3,207
 2,057
 109
 —
 9,986
Accrued taxes 405
 18,653
 —
 41,661
 (1,761) 58,958
Accrued salaries, wages and benefits —
 29,227
 1,131
 —
 —
 30,358
Self-insurance reserves —
 12,490
 1,321
 13,252
 

 27,063
Other accrued liabilities 2,282
 3,018
 193
 4,434
 —
 9,927
  435,696
 212,425
 11,107
 157,230
 (573,775) 242,683
Deferred Tax Liability —
 —
 12,838
 125,350
 (33,303) 104,885
Derivative Liability 10,633
 7,088
 —
 —
 —
 17,721
Other Liabilities —
 1,236
 —
 11,926
 —
 13,162
Long-Term Debt:            
Term debt —
 123,672
 13,598
 456,958
 —
 594,228
Notes 292,075
 203,140
 444,768
 —
 —
 939,983
  292,075
 326,812
 458,366
 456,958
 —
 1,534,211
             
Equity 60,519
 428,417
 63,048
 1,768,594
 (2,260,059) 60,519
  $798,923
 $975,978
 $545,359
 $2,520,058
 $(2,867,137) $1,973,181
Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 25, 2016June 30, 2019
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
ASSETS
Current Assets:
Cash and cash equivalents$—  $—  $34,520  $292,717  $(2,495) $324,742  
Receivables—  1,214  37,121  1,018,249  (967,038) 89,546  
Inventories—  —  3,804  43,056  —  46,860  
Other current assets400  14,347  9,710  34,453  (20,476) 38,434  
400  15,561  85,155  1,388,475  (990,009) 499,582  
Property and Equipment, net—  785  186,578  1,612,103  —  1,799,466  
Investment in Park524,449  1,160,193  269,259  203,690  (2,157,591) —  
Goodwill674  —  60,919  119,606  —  181,199  
Other Intangibles, net—  —  13,582  23,114  —  36,696  
Deferred Tax Asset—  12,733  —  —  (12,733) —  
Right-of-Use Asset—  —  92  4,262  —  4,354  
Other Assets—  —  38  11,471  —  11,509  
$525,523  $1,189,272  $615,623  $3,362,721  $(3,160,333) $2,532,806  
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt$—  $1,313  $—  $6,187  $—  $7,500  
Accounts payable616,886  356,792  4,867  40,272  (969,533) 49,284  
Deferred revenue—  —  25,057  192,185  —  217,242  
Accrued interest6  4  1,955  6,211  —  8,176  
Accrued taxes2,176  —  —  34,576  (20,476) 16,276  
Accrued salaries, wages and benefits—  19,642  2,064  —  —  21,706  
Self-insurance reserves—  9,541  1,459  10,427  —  21,427  
Other accrued liabilities2,629  5,959  650  8,899  —  18,137  
621,697  393,251  36,052  298,757  (990,009) 359,748  
Deferred Tax Liability—  —  14,071  87,516  (12,733) 88,854  
Derivative Liability4,026  19,836  —  —  —  23,862  
Lease Liability—  —  73  2,292  —  2,365  
Other Liabilities—  657  —  9,645  —  10,302  
Long-Term Debt:
Term debt—  125,975  —  590,853  —  716,828  
Notes—  —  446,443  984,604  —  1,431,047  
—  125,975  446,443  1,575,457  —  2,147,875  
Partners' (Deficit) Equity(100,200) 649,553  118,984  1,389,054  (2,157,591) (100,200) 
$525,523  $1,189,272  $615,623  $3,362,721  $(3,160,333) $2,532,806  
22
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $—
 $—
 $75,562
 $111,740
 $—
 $187,302
Receivables (5) 1,387
 24,964
 585,190
 (560,000) 51,536
Inventories —
 —
 1,519
 29,540
 —
 31,059
Other current assets 275
 24,479
 680
 12,800
 (24,425) 13,809
  270
 25,866
 102,725
 739,270
 (584,425) 283,706
Property and Equipment, net —
 876
 179,172
 1,345,992
 —
 1,526,040
Investment in Park 820,465
 963,870
 197,538
 347,137
 (2,329,010) —
Goodwill 674
 —
 95,180
 119,606
 —
 215,460
Other Intangibles, net —
 —
 13,519
 22,911
 —
 36,430
Deferred Tax Asset —
 3,651
 —
 —
 (3,651) —
Other Assets —
 1,999
 123
 19,351
 —
 21,473
  $821,409
 $996,262
 $588,257
 $2,594,267
 $(2,917,086) $2,083,109
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $—
 $247
 $28
 $925
 $—
 $1,200
Accounts payable 399,384
 164,335
 1,342
 27,830
 (560,000) 32,891
Deferred revenue —
 —
 5,091
 60,657
 —
 65,748
Accrued interest 875
 597
 7,784
 1,683
 —
 10,939
Accrued taxes 3,325
 —
 14,109
 76,907
 (24,425) 69,916
Accrued salaries, wages and benefits —
 40,588
 2,156
 —
 —
 42,744
Self-insurance reserves —
 12,394
 1,567
 12,859
 —
 26,820
Other accrued liabilities 2,358
 3,532
 510
 5,948
 —
 12,348
  405,942
 221,693
 32,587
 186,809
 (584,425) 262,606
Deferred Tax Liability —
 —
 19,497
 121,866
 (3,651) 137,712
Derivative Liability 18,111
 12,074
 —
 —
 —
 30,185
Other Liabilities —
 1,520
 —
 10,968
 —
 12,488
Long-Term Debt:            
Term debt —
 123,996
 13,616
 457,641
 —
 595,253
Notes 291,909
 203,025
 444,484
 —
 —
 939,418
  291,909
 327,021
 458,100
 457,641
 —
 1,534,671
             
Equity 105,447
 433,954
 78,073
 1,816,983
 (2,329,010) 105,447
  $821,409
 $996,262
 $588,257
 $2,594,267
 $(2,917,086) $2,083,109

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOMELOSS
For the Three Months Ended September 24, 2017June 28, 2020
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $69,999
 $169,429
 $85,963
 $596,837
 $(269,539) $652,689
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 7,735
 44,912
 —
 52,647
Operating expenses —
 118,614
 19,627
 334,008
 (269,539) 202,710
Selling, general and administrative 327
 21,752
 4,539
 45,045
 —
 71,663
Depreciation and amortization —
 9
 7,856
 62,195
 —
 70,060
Loss on impairment / retirement of fixed assets, net —
 —
 87
 1,260
 —
 1,347
Gain on sale of investment —
 (1,877) —
 —
 —
 (1,877)
  327
 138,498
 39,844
 487,420
 (269,539) 396,550
Operating income 69,672
 30,931
 46,119
 109,417
 —
 256,139
Interest expense, net 4,857
 4,305
 6,152
 5,973
 —
 21,287
Net effect of swaps (578) (374) —
 —
 —
 (952)
Gain on foreign currency —
 (27) (29,166) —
 —
 (29,193)
Other (income) expense 62
 (26,676) 1,163
 25,386
 —
 (65)
Income from investment in affiliates (132,699) (98,522) (16,843) (58,378) 306,442
 —
Income before taxes 198,030
 152,225
 84,813
 136,436
 (306,442) 265,062
Provision for taxes 6,715
 19,526
 26,432
 21,074
 —
 73,747
Net income $191,315
 $132,699
 $58,381
 $115,362
 $(306,442) $191,315
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment (11,143) —
 (11,143) —
 11,143
 (11,143)
Unrealized gain on cash flow hedging derivatives 1,994
 605
 —
 —
 (605) 1,994
Other comprehensive income (loss), (net of tax) (9,149) 605
 (11,143) —
 10,538
 (9,149)
Total comprehensive income $182,166
 $133,304
 $47,238
 $115,362
 $(295,904) $182,166



CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 25, 2016
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
Net revenues$(53,238) $(18,373) $308  $(15,699) $93,588  $6,586  
Costs and expenses:
Cost of food, merchandise, and games revenues—  —  126  1,879  —  2,005  
Operating expenses1  33,645  4,513  (64,764) 93,588  66,983  
Selling, general and administrative979  11,495  1,003  10,250  —  23,727  
Depreciation and amortization—  8  4,686  50,229  —  54,923  
Loss on impairment / retirement of fixed assets, net—  —  66  970  —  1,036  
980  45,148  10,394  (1,436) 93,588  148,674  
Operating loss(54,218) (63,521) (10,086) (14,263) —  (142,088) 
Interest expense, net7,390  4,957  6,153  18,170  —  36,670  
Net effect of swaps(834) 2,393  —  —  —  1,559  
Loss on early debt extinguishment22  197  —  1,477  —  1,696  
Gain on foreign currency—  (2) (12,649) —  —  (12,651) 
Other expense (income)62  (7,694) 656  6,922  —  (54) 
Loss from investment in affiliates71,669  33,316  7,356  8,217  (120,558) —  
Loss before taxes(132,527) (96,688) (11,602) (49,049) 120,558  (169,308) 
Provision (benefit) for taxes25  (25,017) (3,387) (8,377) —  (36,756) 
Net loss$(132,552) $(71,671) $(8,215) $(40,672) $120,558  $(132,552) 
Other comprehensive loss, (net of tax):
Foreign currency translation adjustment(6,523) —  (6,523) —  6,523  (6,523) 
Other comprehensive loss, (net of tax)(6,523) —  (6,523) —  6,523  (6,523) 
Total comprehensive loss$(139,075) $(71,671) $(14,738) $(40,672) $127,081  $(139,075) 
23
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $92,371
 $172,703
 $77,164
 $606,823
 $(298,778) $650,283
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 6,417
 45,640
 —
 52,057
Operating expenses (10) 119,140
 17,885
 361,055
 (298,778) 199,292
Selling, general and administrative 610
 21,412
 4,413
 38,664
 —
 65,099
Depreciation and amortization —
 9
 7,624
 57,052
 —
 64,685
Loss on impairment / retirement of fixed assets, net —
 —
 57
 1,298
 —
 1,355
  600
 140,561
 36,396
 503,709
 (298,778) 382,488
Operating income 91,771
 32,142
 40,768
 103,114
 —
 267,795
Interest expense, net 7,984
 5,759
 6,323
 833
 —
 20,899
Net effect of swaps 959
 691
 —
 —
 —
 1,650
Loss on foreign currency —
 —
 7,337
 4
 —
 7,341
Other (income) expense 62
 (29,663) 1,302
 28,299
 —
 —
Income from investment in affiliates (98,451) (62,240) (12,574) (28,737) 202,002
 —
Income before taxes 181,217
 117,595
 38,380
 102,715
 (202,002) 237,905
Provision for taxes 6,230
 19,142
 9,643
 27,903
 —
 62,918
Net income $174,987
 $98,453
 $28,737
 $74,812
 $(202,002) $174,987
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment 1,397
 —
 1,397
 —
 (1,397) 1,397
Unrealized gain on cash flow hedging derivatives 1,994
 606
 —
 —
 (606) 1,994
Other comprehensive income (loss), (net of tax) 3,391
 606
 1,397
 —
 (2,003) 3,391
Total comprehensive income $178,378
 $99,059
 $30,134
 $74,812
 $(204,005) $178,378
























CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the NineThree Months Ended September 24, 2017June 30, 2019
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
Net revenues$30,240  $107,811  $38,374  $410,780  $(151,015) $436,190  
Costs and expenses:
Cost of food, merchandise, and games revenues—  51  3,874  35,883  —  39,808  
Operating expenses2  102,173  15,034  211,577  (151,015) 177,771  
Selling, general and administrative186  16,000  3,847  39,748  —  59,781  
Depreciation and amortization—  8  5,682  50,214  —  55,904  
Loss on impairment / retirement of fixed assets, net—  —  25  657  —  682  
188  118,232  28,462  338,079  (151,015) 333,946  
Operating income (loss)30,052  (10,421) 9,912  72,701  —  102,244  
Interest expense, net6,673  4,996  6,045  5,132  —  22,846  
Net effect of swaps2,126  8,653  —  —  —  10,779  
Loss (gain) on foreign currency—  12  (9,484) —  —  (9,472) 
Other expense (income)64  (24,465) 926  23,592  —  117  
Income from investment in affiliates(45,594) (45,111) (11,401) (23,567) 125,673  —  
Income before taxes66,783  45,494  23,826  67,544  (125,673) 77,974  
Provision (benefit) for taxes3,485  (102) 256  11,037  —  14,676  
Net income$63,298  $45,596  $23,570  $56,507  $(125,673) $63,298  
Other comprehensive loss, (net of tax):
Foreign currency translation adjustment(4,632) —  (4,632) —  4,632  (4,632) 
Other comprehensive loss, (net of tax)(4,632) —  (4,632) —  4,632  (4,632) 
Total comprehensive income$58,666  $45,596  $18,938  $56,507  $(121,041) $58,666  
24
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $92,672
 $262,739
 $114,141
 $1,019,399
 $(395,146) $1,093,805
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 10,569
 81,807
 —
 92,376
Operating expenses —
 248,047
 37,701
 556,777
 (395,146) 447,379
Selling, general and administrative 2,254
 51,358
 8,592
 88,938
 —
 151,142
Depreciation and amortization —
 26
 12,869
 113,342
 —
 126,237
Loss on impairment / retirement of fixed assets, net —
 —
 542
 2,515
 —
 3,057
Gain on sale of investment —
 (1,877) —
 —
 —
 (1,877)
  2,254
 297,554
 70,273
 843,379
 (395,146) 818,314
Operating income (loss) 90,418
 (34,815) 43,868
 176,020
 —
 275,491
Interest expense, net 18,285
 13,893
 18,317
 11,578
 —
 62,073
Net effect of swaps 2,162
 1,555
 —
 —
 —
 3,717
Loss on early debt extinguishment 11,773
 8,188
 198
 2,956
 —
 23,115
Gain on foreign currency —
 (27) (35,020) —
 —
 (35,047)
Other (income) expense 187
 (56,623) 2,640
 53,731
 —
 (65)
Income from investment in affiliates (108,835) (109,414) (24,389) (58,648) 301,286
 —
Income before taxes 166,846
 107,613
 82,122
 166,403
 (301,286) 221,698
Provision (benefit) for taxes 8,917
 (1,223) 23,473
 32,602
 —
 63,769
Net income $157,929
 $108,836
 $58,649
 $133,801
 $(301,286) $157,929
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment (13,085) —
 (13,085) —
 13,085
 (13,085)
Unrealized gain on cash flow hedging derivatives 5,981
 1,816
 —
 —
 (1,816) 5,981
Other comprehensive income (loss), (net of tax) (7,104) 1,816
 (13,085) —
 11,269
 (7,104)
Total comprehensive income $150,825
 $110,652
 $45,564
 $133,801
 $(290,017) $150,825
CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

For the Six Months Ended June 28, 2020

(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
Net revenues$(103,593) $(68,258) $408  $17,610  $214,054  $60,221  
Costs and expenses:
Cost of food, merchandise, and games revenues—  —  129  8,261  —  8,390  
Operating expenses2  87,540  10,559  (138,804) 214,054  173,351  
Selling, general and administrative617  20,346  2,020  25,553  —  48,536  
Depreciation and amortization—  16  4,721  55,274  —  60,011  
Loss on impairment / retirement of fixed assets, net—  —  1,602  6,201  —  7,803  
Loss on impairment of goodwill and other intangibles—  —  —  88,181  —  88,181  
619  107,902  19,031  44,666  214,054  386,272  
Operating loss(104,212) (176,160) (18,623) (27,056) —  (326,051) 
Interest expense, net13,420  9,726  12,050  28,345  —  63,541  
Net effect of swaps1,320  20,018  —  —  —  21,338  
Loss on early debt extinguishment22  197  —  1,477  —  1,696  
Loss on foreign currency—  5  21,546  —  —  21,551  
Other expense (income)121  (15,894) 504  15,384  —  115  
Loss from investment in affiliates228,859  102,521  10,660  57,265  (399,305) —  
Loss before taxes(347,954) (292,733) (63,383) (129,527) 399,305  (434,292) 
Provision (benefit) for taxes575  (63,874) (6,117) (16,347) —  (85,763) 
Net loss$(348,529) $(228,859) $(57,266) $(113,180) $399,305  $(348,529) 
Other comprehensive income, (net of tax):
Foreign currency translation adjustment9,382  —  9,382  —  (9,382) 9,382  
Other comprehensive income, (net of tax)9,382  —  9,382  —  (9,382) 9,382  
Total comprehensive loss$(339,147) $(228,859) $(47,884) $(113,180) $389,923  $(339,147) 
25
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
For the Six Months Ended June 30, 2019
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
Net revenues$14,598  $111,096  $38,670  $470,685  $(131,882) $503,167  
Costs and expenses:
Cost of food, merchandise, and games revenues—  51  3,926  43,480  —  47,457  
Operating expenses2  150,345  20,745  236,766  (131,882) 275,976  
Selling, general and administrative1,625  30,552  4,865  54,405  —  91,447  
Depreciation and amortization—  16  5,682  63,795  —  69,493  
Loss on impairment / retirement of fixed assets, net—  —  35  2,071  —  2,106  
Gain on sale of investment—  (617) —  —  —  (617) 
1,627  180,347  35,253  400,517  (131,882) 485,862  
Operating income (loss)12,971  (69,251) 3,417  70,168  —  17,305  
Interest expense, net13,064  10,026  11,758  8,685  —  43,533  
Net effect of swaps3,117  14,041  —  —  —  17,158  
Loss (gain) on foreign currency—  1  (18,142) —  —  (18,141) 
Other expense (income)123  (35,971) 2,025  34,262  —  439  
Loss (income) from investment in affiliates12,855  (30,452) (6,798) (17,377) 41,772  —  
(Loss) income before taxes(16,188) (26,896) 14,574  44,598  (41,772) (25,684) 
Provision (benefit) for taxes4,187  (14,041) (2,803) 7,348  —  (5,309) 
Net (loss) income$(20,375) $(12,855) $17,377  $37,250  $(41,772) $(20,375) 
Other comprehensive loss, (net of tax):
Foreign currency translation adjustment(7,682) —  (7,682) —  7,682  (7,682) 
Other comprehensive loss, (net of tax)(7,682) —  (7,682) —  7,682  (7,682) 
Total comprehensive (loss) income$(28,057) $(12,855) $9,695  $37,250  $(34,090) $(28,057) 
26
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 28, 2020
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
NET CASH FROM (FOR) OPERATING ACTIVITIES$43,548  $(6,035) $(35,663) $(221,887) $376  $(219,661) 
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts—  (12,094) —  3,951  8,143  —  
Proceeds from returns on investments—  20,000  —  —  (20,000) —  
Capital expenditures—  142  (2,734) (98,045) —  (100,637) 
Net cash from (for) investing activities—  8,048  (2,734) (94,094) (11,857) (100,637) 
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Intercompany payables (payments) receipts(135,846) 131,895  12,094  —  (8,143) —  
Payments for returns of capital—  —  (20,000) —  20,000  —  
Note borrowings150,000  —  —  850,000  —  1,000,000  
Term debt payments—  (127,641) —  (337,484) —  (465,125) 
Distributions paid to partners(53,179) —  —  —  157  (53,022) 
Payment of debt issuance costs(4,523) —  —  (29,223) —  (33,746) 
Exercise of limited partnership unit options—  112  —  —  —  112  
Tax effect of units involved in treasury unit transactions—  (1,761) —  —  —  (1,761) 
Payments related to tax withholding for equity compensation—  (4,618) —  —  —  (4,618) 
Net cash (for) from financing activities(43,548) (2,013) (7,906) 483,293  12,014  441,840  
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS—  —  (2,659) —  —  (2,659) 
CASH AND CASH EQUIVALENTS
Net (decrease) increase for the period—  —  (48,962) 167,312  533  118,883  
Balance, beginning of period—  —  66,357  116,428  (533) 182,252  
Balance, end of period$—  $—  $17,395  $283,740  $—  $301,135  
27
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2019
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Guarantor SubsidiariesEliminationsTotal
NET CASH FROM (FOR) OPERATING
ACTIVITIES		$53,711  $(28,342) $9,120  $66,441  $(2,246) $98,684  
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts—  —  —  (47,144) 47,144  —  
Proceeds from returns on investments—  38,030  —  —  (38,030) —  
Capital expenditures—  —  (12,817) (250,036) —  (262,853) 
Proceeds from sale of investment—  617  —  —  —  617  
Net cash from (for) investing activities—  38,647  (12,817) (297,180) 9,114  (262,236) 
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Intercompany payables (payments) receipts51,418  (4,274) —  —  (47,144) —  
Payments for returns of capital—  —  (38,030) —  38,030  —  
Note borrowings—  —  —  500,000  —  500,000  
Term debt payments—  (328) —  (1,547) —  (1,875) 
Distributions paid to partners(105,129) —  —  —  443  (104,686) 
Payment of debt issuance costs—  —  —  (7,712) —  (7,712) 
Tax effect of units involved in treasury unit transactions—  (1,561) —  —  —  (1,561) 
Payments related to tax withholding for equity compensation—  (4,142) —  —  —  (4,142) 
Net cash (for) from financing activities(53,711) (10,305) (38,030) 490,741  (8,671) 380,024  
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS—  —  2,921  —  —  2,921  
CASH AND CASH EQUIVALENTS
Net (decrease) increase for the period—  —  (38,806) 260,002  (1,803) 219,393  
Balance, beginning of period—  —  73,326  32,715  (692) 105,349  
Balance, end of period$—  $—  $34,520  $292,717  $(2,495) $324,742  
28
(14) Consolidating Financial Information of Guarantors and Issuers of 2027 and 2029 Senior Notes:
Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the 2027 and 2029 senior notes (see Note 7). The 2027 and 2029 senior notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium). There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, Magnum, and Millennium, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium), the guarantors (on a combined basis), as of June 28, 2020, December 31, 2019, and June 30, 2019 and for the three and six month periods ended June 28, 2020 and June 30, 2019. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the accompanying unaudited condensed consolidating financial statements have been included.

29
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
June 28, 2020
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
ASSETS
Current Assets:
Cash and cash equivalents$—  $—  $17,395  $283,238  $502  $—  $301,135  
Receivables—  1,995  27,648  31,558  1,021,622  (1,041,001) 41,822  
Inventories—  —  3,605  35,864  6,111  —  45,580  
Other current assets918  7,633  8,291  17,639  2,303  (10,035) 26,749  
918  9,628  56,939  368,299  1,030,538  (1,051,036) 415,286  
Property and Equipment, net—  610  170,904  —  1,691,070  —  1,862,584  
Investment in Park250,803  1,070,282  282,084  2,207,828  129,049  (3,940,046) —  
Goodwill674  —  58,296  106,051  111,217  —  276,238  
Other Intangibles, net—  —  12,994  —  38,842  —  51,836  
Deferred Tax Asset—  73,462  —  —  —  (73,462) —  
Right-of-Use Asset—  —  124  12,602  596  —  13,322  
Other Assets—  7,359  1,169  16,464  13,276  —  38,268  
$252,395  $1,161,341  $582,510  $2,711,244  $3,014,588  $(5,064,544) $2,657,534  
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable$509,066  $533,321  $2,104  $17,246  $4,112  $(1,041,001) $24,848  
Deferred revenue—  —  5,788  79,296  18,750  —  103,834  
Accrued interest2,061  425  1,903  26,405  —  —  30,794  
Accrued taxes1,097  —  —  9,865  11,750  (10,035) 12,677  
Accrued salaries, wages and benefits—  14,031  1,256  —  —  —  15,287  
Self-insurance reserves—  9,652  1,491  10,065  1,820  —  23,028  
Other accrued liabilities6,309  8,363  326  4,790  1,217  —  21,005  
518,533  565,792  12,868  147,667  37,649  (1,051,036) 231,473  
Deferred Tax Liability—  —  14,671  —  88,489  (73,462) 29,698  
Derivative Liability—  37,247  —  —  —  —  37,247  
Lease Liability—  —  95  9,631  346  —  10,072  
Other Liabilities—  2,463  5,506  65,116  27,286  —  100,371  
Long-Term Debt:
Term debt—  —  —  255,897  —  —  255,897  
Notes145,724  —  447,290  1,811,624  —  —  2,404,638  
145,724  —  447,290  2,067,521  —  —  2,660,535  
Partners' (Deficit) Equity(411,862) 555,839  102,080  421,309  2,860,818  (3,940,046) (411,862) 
$252,395  $1,161,341  $582,510  $2,711,244  $3,014,588  $(5,064,544) $2,657,534  
30
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2019
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
ASSETS
Current Assets:
Cash and cash equivalents$—  $—  $66,357  $115,437  $991  $(533) $182,252  
Receivables—  1,299  35,309  45,349  1,032,339  (1,051,190) 63,106  
Inventories—  —  2,786  25,413  4,703  —  32,902  
Other current assets182  1,269  541  12,617  1,312  —  15,921  
182  2,568  104,993  198,816  1,039,345  (1,051,723) 294,181  
Property and Equipment, net—  769  183,468  —  1,657,371  —  1,841,608  
Investment in Park641,068  1,356,149  292,744  2,141,806  246,629  (4,678,396) —  
Goodwill674  —  61,382  186,381  111,217  —  359,654  
Other Intangibles, net—  —  13,682  —  46,217  —  59,899  
Deferred Tax Asset—  24,308  —  —  —  (24,308) —  
Right-of-Use Asset—  —  157  13,460  707  —  14,324  
Other Assets—  —  38  2,470  8,971  —  11,479  
$641,924  $1,383,794  $656,464  $2,542,933  $3,110,457  $(5,754,427) $2,581,145  
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt$—  $1,313  $—  $6,187  $—  $—  $7,500  
Accounts payable644,839  407,384  2,799  19,553  6,492  (1,051,723) 29,344  
Deferred revenue—  —  10,930  112,544  27,903  —  151,377  
Accrued interest7  5  2,054  19,376  —  —  21,442  
Accrued taxes448  1,656  2,819  8,791  25,523  —  39,237  
Accrued salaries, wages and benefits—  27,080  2,469  —  —  —  29,549  
Self-insurance reserves—  10,549  1,624  10,797  1,695  —  24,665  
Other accrued liabilities6,596  6,389  279  5,853  1,907  —  21,024  
651,890  454,376  22,974  183,101  63,520  (1,051,723) 324,138  
Deferred Tax Liability—  —  16,621  —  89,733  (24,308) 82,046  
Derivative Liability—  18,108  —  —  —  —  18,108  
Lease Liability—  —  125  10,018  457  —  10,600  
Other Liabilities—  935  —  87  9,314  —  10,336  
Long-Term Debt:
Term debt—  125,425  —  588,725  —  —  714,150  
Notes—  —  446,781  984,952  —  —  1,431,733  
—  125,425  446,781  1,573,677  —  —  2,145,883  
Partners' (Deficit) Equity(9,966) 784,950  169,963  776,050  2,947,433  (4,678,396) (9,966) 
$641,924  $1,383,794  $656,464  $2,542,933  $3,110,457  $(5,754,427) $2,581,145  
31
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2019
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
ASSETS
Current Assets:
Cash and cash equivalents$—  $—  $34,520  $287,935  $4,782  $(2,495) $324,742  
Receivables—  1,214  37,121  60,487  957,762  (967,038) 89,546  
Inventories—  —  3,804  35,627  7,429  —  46,860  
Other current assets400  14,347  9,710  29,374  5,079  (20,476) 38,434  
400  15,561  85,155  413,423  975,052  (990,009) 499,582  
Property and Equipment, net—  785  186,578  —  1,612,103  —  1,799,466  
Investment in Park524,449  1,160,193  269,259  1,747,364  203,690  (3,904,955) —  
Goodwill674  —  60,919  8,388  111,218  —  181,199  
Other Intangibles, net—  —  13,582  —  23,114  —  36,696  
Deferred Tax Asset—  12,733  —  —  —  (12,733) —  
Right-of-Use Asset—  —  92  3,771  491  —  4,354  
Other Assets—  —  38  2,483  8,988  —  11,509  
$525,523  $1,189,272  $615,623  $2,175,429  $2,934,656  $(4,907,697) $2,532,806  
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt$—  $1,313  $—  $6,187  $—  $—  $7,500  
Accounts payable616,886  356,792  4,867  32,468  7,804  (969,533) 49,284  
Deferred revenue—  —  25,057  147,756  44,429  —  217,242  
Accrued interest6  4  1,955  6,211  —  —  8,176  
Accrued taxes2,176  —  —  8,873  25,703  (20,476) 16,276  
Accrued salaries, wages and benefits—  19,642  2,064  —  —  —  21,706  
Self-insurance reserves—  9,541  1,459  8,703  1,724  —  21,427  
Other accrued liabilities2,629  5,959  650  6,871  2,028  —  18,137  
621,697  393,251  36,052  217,069  81,688  (990,009) 359,748  
Deferred Tax Liability—  —  14,071  —  87,516  (12,733) 88,854  
Derivative Liability4,026  19,836  —  —  —  —  23,862  
Lease Liability—  —  73  1,992  300  —  2,365  
Other Liabilities—  657  —  87  9,558  —  10,302  
Long-Term Debt:
Term debt—  125,975  —  590,853  —  —  716,828  
Notes—  —  446,443  984,604  —  —  1,431,047  
—  125,975  446,443  1,575,457  —  —  2,147,875  
Partners' (Deficit) Equity(100,200) 649,553  118,984  380,824  2,755,594  (3,904,955) (100,200) 
$525,523  $1,189,272  $615,623  $2,175,429  $2,934,656  $(4,907,697) $2,532,806  
32
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months Ended June 28, 2020
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
Net revenues$(53,238) $(18,373) $308  $6,893  $17,754  $53,242  $6,586  
Costs and expenses:
Cost of food, merchandise and games revenues—  —  126  1,494  385  —  2,005  
Operating expenses1  33,645  4,513  (31,357) 6,939  53,242  66,983  
Selling, general and administrative979  11,495  1,003  8,909  1,341  —  23,727  
Depreciation and amortization—  8  4,686  —  50,229  —  54,923  
Loss on impairment / retirement of fixed assets, net—  —  66  441  529  —  1,036  
980  45,148  10,394  (20,513) 59,423  53,242  148,674  
Operating (loss) income(54,218) (63,521) (10,086) 27,406  (41,669) —  (142,088) 
Interest expense (income), net7,390  4,957  6,153  25,929  (7,759) —  36,670  
Net effect of swaps(834) 2,393  —  —  —  —  1,559  
Loss on early debt extinguishment22  197  —  1,477  —  —  1,696  
Gain on foreign currency—  (2) (12,649) —  —  —  (12,651) 
Other expense (income)62  (7,694) 656  —  6,922  —  (54) 
Loss from investment in affiliates71,669  33,316  7,356  —  8,217  (120,558) —  
Loss before taxes(132,527) (96,688) (11,602) —  (49,049) 120,558  (169,308) 
Provision (benefit) for taxes25  (25,017) (3,387) —  (8,377) —  (36,756) 
Net loss$(132,552) $(71,671) $(8,215) $—  $(40,672) $120,558  $(132,552) 
Other comprehensive loss, (net of tax):
Foreign currency translation adjustment(6,523) —  (6,523) —  —  6,523  (6,523) 
Other comprehensive loss, (net of tax)(6,523) —  (6,523) —  —  6,523  (6,523) 
Total comprehensive loss$(139,075) $(71,671) $(14,738) $—  $(40,672) $127,081  $(139,075) 
33
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the NineThree Months Ended September 25, 2016June 30, 2019
(In thousands)
Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
Net revenues$30,240  $107,811  $38,374  $316,198  $132,511  $(188,944) $436,190  
Costs and expenses:
Cost of food, merchandise and games revenues—  51  3,874  29,089  6,794  —  39,808  
Operating expenses2  102,173  15,034  238,566  10,940  (188,944) 177,771  
Selling, general and administrative186  16,000  3,847  32,499  7,249  —  59,781  
Depreciation and amortization—  8  5,682  —  50,214  —  55,904  
Loss on impairment / retirement of fixed assets, net—  —  25  407  250  —  682  
188  118,232  28,462  300,561  75,447  (188,944) 333,946  
Operating income (loss)30,052  (10,421) 9,912  15,637  57,064  —  102,244  
Interest expense (income), net6,673  4,996  6,045  15,165  (10,033) —  22,846  
Net effect of swaps2,126  8,653  —  —  —  —  10,779  
Loss (gain) on foreign currency—  12  (9,484) —  —  —  (9,472) 
Other expense (income)64  (24,465) 926  —  23,592  —  117  
Income from investment in affiliates(45,594) (45,111) (11,401) —  (23,567) 125,673  —  
Income before taxes66,783  45,494  23,826  472  67,072  (125,673) 77,974  
Provision (benefit) for taxes3,485  (102) 256  472  10,565  —  14,676  
Net income$63,298  $45,596  $23,570  $—  $56,507  $(125,673) $63,298  
Other comprehensive loss, (net of tax):
Foreign currency translation adjustment(4,632) —  (4,632) —  —  4,632  (4,632) 
Other comprehensive loss, (net of tax)(4,632) —  (4,632) —  —  4,632  (4,632) 
Total comprehensive income$58,666  $45,596  $18,938  $—  $56,507  $(121,041) $58,666  
34
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,215
 $271,069
 $107,637
 $1,036,162
 $(449,328) $1,096,755
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 9,389
 83,471
 —
 92,860
Operating expenses 2
 246,624
 36,249
 607,874
 (449,328) 441,421
Selling, general and administrative 2,264
 49,307
 8,757
 81,754
 —
 142,082
Depreciation and amortization —
 27
 13,022
 105,126
 —
 118,175
Loss on impairment / retirement of fixed assets, net —
 —
 83
 5,299
 —
 5,382
  2,266
 295,958
 67,500
 883,524
 (449,328) 799,920
Operating income (loss) 128,949
 (24,889) 40,137
 152,638
 —
 296,835
Interest expense, net 23,776
 17,830
 18,672
 1,507
 —
 61,785
Net effect of swaps 5,617
 3,285
 —
 —
 —
 8,902
(Gain) loss on foreign currency —
 —
 (23,679) 4
 —
 (23,675)
Other (income) expense 187
 (69,801) 3,051
 66,563
 —
 —
Income from investment in affiliates (94,910) (78,515) (18,008) (44,399) 235,832
 —
Income before taxes 194,279
 102,312
 60,101
 128,963
 (235,832) 249,823
Provision for taxes 9,795
 7,403
 15,701
 32,440
 —
 65,339
Net income $184,484
 $94,909
 $44,400
 $96,523
 $(235,832) $184,484
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment (5,447) —
 (5,447) —
 5,447
 (5,447)
Unrealized gain on cash flow hedging derivatives 1,356
 455
 —
 —
 (455) 1,356
Other comprehensive income (loss), (net of tax) (4,091) 455
 (5,447) —
 4,992
 (4,091)
Total comprehensive income $180,393
 $95,364
 $38,953
 $96,523
 $(230,840) $180,393
CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

For the Six Months Ended June 28, 2020

(In thousands)

Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
Net revenues$(103,593) $(68,258) $408  $53,248  $7,398  $171,018  $60,221  
Costs and expenses:
Cost of food, merchandise and games revenues—  —  129  7,753  508  —  8,390  
Operating expenses2  87,540  10,559  (105,373) 9,605  171,018  173,351  
Selling, general and administrative617  20,346  2,020  23,573  1,980  —  48,536  
Depreciation and amortization—  16  4,721  —  55,274  —  60,011  
Loss on impairment / retirement of fixed assets, net—  —  1,602  882  5,319  —  7,803  
Loss on impairment of goodwill and other intangibles—  —  —  80,331  7,850  —  88,181  
619  107,902  19,031  7,166  80,536  171,018  386,272  
Operating (loss) income(104,212) (176,160) (18,623) 46,082  (73,138) —  (326,051) 
Interest expense (income), net13,420  9,726  12,050  44,605  (16,260) —  63,541  
Net effect of swaps1,320  20,018  —  —  —  —  21,338  
Loss on early debt extinguishment22  197  —  1,477  —  —  1,696  
Loss on foreign currency—  5  21,546  —  —  —  21,551  
Other expense (income)121  (15,894) 504  —  15,384  —  115  
Loss from investment in affiliates228,859  102,521  10,660  —  57,265  (399,305) —  
Loss before taxes(347,954) (292,733) (63,383) —  (129,527) 399,305  (434,292) 
Provision (benefit) for taxes575  (63,874) (6,117) —  (16,347) —  (85,763) 
Net loss$(348,529) $(228,859) $(57,266) $—  $(113,180) $399,305  $(348,529) 
Other comprehensive income, (net of tax):
Foreign currency translation adjustment9,382  —  9,382  —  —  (9,382) 9,382  
Other comprehensive income, (net of tax)9,382  —  9,382  —  —  (9,382) 9,382  
Total comprehensive loss$(339,147) $(228,859) $(47,884) $—  $(113,180) $389,923  $(339,147) 

35

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

For the Six Months Ended June 30, 2019

(In thousands)

Cedar Fair L.P.
(Parent)		Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
Net revenues$14,598  $111,096  $38,670  $380,785  $141,228  $(183,210) $503,167  
Costs and expenses:
Cost of food, merchandise and games revenues—  51  3,926  36,330  7,150  —  47,457  
Operating expenses2  150,345  20,745  268,117  19,977  (183,210) 275,976  
Selling, general and administrative1,625  30,552  4,865  46,061  8,344  —  91,447  
Depreciation and amortization—  16  5,682  —  63,795  —  69,493  
Loss on impairment / retirement of fixed assets, net—  —  35  793  1,278  —  2,106  
Gain on sale of investment—  (617) —  —  —  —  (617) 
1,627  180,347  35,253  351,301  100,544  (183,210) 485,862  
Operating income (loss)12,971  (69,251) 3,417  29,484  40,684  —  17,305  
Interest expense (income), net13,064  10,026  11,758  28,549  (19,864) —  43,533  
Net effect of swaps3,117  14,041  —  —  —  —  17,158  
Loss (gain) on foreign currency—  1  (18,142) —  —  —  (18,141) 
Other expense (income)123  (35,971) 2,025  —  34,262  —  439  
Loss (income) from investment in affiliates12,855  (30,452) (6,798) —  (17,377) 41,772  —  
(Loss) income before taxes(16,188) (26,896) 14,574  935  43,663  (41,772) (25,684) 
Provision (benefit) for taxes4,187  (14,041) (2,803) 935  6,413  —  (5,309) 
Net (loss) income$(20,375) $(12,855) $17,377  $—  $37,250  $(41,772) $(20,375) 
Other comprehensive loss, (net of tax):
Foreign currency translation adjustment(7,682) —  (7,682) —  —  7,682  (7,682) 
Other comprehensive loss, (net of tax)(7,682) —  (7,682) —  —  7,682  (7,682) 
Total comprehensive (loss) income$(28,057) $(12,855) $9,695  $—  $37,250  $(34,090) $(28,057) 

36














CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the NineSix Months Ended September 24, 2017June 28, 2020
(In thousands)
Cedar Fair L.P. (Parent)Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
NET CASH FROM (FOR) OPERATING ACTIVITIES$43,548  $(6,035) $(35,663) $(240,456) $18,569  $376  $(219,661) 
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts—  (12,094) —  —  3,951  8,143  —  
Proceeds from returns on investments—  20,000  —  —  —  (20,000) —  
Capital expenditures—  142  (2,734) (75,036) (23,009) —  (100,637) 
Net cash from (for) investing activities—  8,048  (2,734) (75,036) (19,058) (11,857) (100,637) 
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Intercompany payables (payments) receipts(135,846) 131,895  12,094  —  —  (8,143) —  
Payments for returns of capital—  —  (20,000) —  —  20,000  —  
Note borrowings150,000  —  —  850,000  —  —  1,000,000  
Term debt payments—  (127,641) —  (337,484) —  —  (465,125) 
Distributions paid to partners(53,179) —  —  —  —  157  (53,022) 
Payment of debt issuance costs(4,523) —  —  (29,223) —  —  (33,746) 
Exercise of limited partnership unit options—  112  —  —  —  —  112  
Tax effect of units involved in treasury unit transactions—  (1,761) —  —  —  —  (1,761) 
Payments related to tax withholding for equity compensation—  (4,618) —  —  —  —  (4,618) 
Net cash (for) from financing activities(43,548) (2,013) (7,906) 483,293  —  12,014  441,840  
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS—  —  (2,659) —  —  —  (2,659) 
CASH AND CASH EQUIVALENTS
Net (decrease) increase for the period—  —  (48,962) 167,801  (489) 533  118,883  
Balance, beginning of period—  —  66,357  115,437  991  (533) 182,252  
Balance, end of period$—  $—  $17,395  $283,238  $502  $—  $301,135  
37
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $61,966
 $(3,954) $40,125
 $227,588
 $(3,107) $322,618
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Intercompany receivables (payments) receipts —
 —
 —
 (248,190) 248,190
 —
Proceeds from returns on investments 338,000
 15,500
 —
 146,500
 (500,000) —
Proceeds from sale of investment —
 3,281
 —
 —
 —
 3,281
Purchase of identifiable intangible assets —
 —
 —
 (66) —
 (66)
Capital expenditures —
 (25) (5,679) (146,669) —
 (152,373)
Net cash from (for) investing activities 338,000
 18,756
 (5,679) (248,425) (251,810) (149,158)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany payables (payments) receipts 50,003
 198,187
 —
 —
 (248,190) —
Payments for returns of capital —
 —
 —
 (500,000) 500,000
 —
Term debt borrowings —
 131,000
 —
 619,000
 —
 750,000
Note borrowings —
 —
 —
 500,000
 —
 500,000
Term debt payments —
 (126,619) (13,854) (477,377) —
 (617,850)
Note payments, including amounts paid for early termination (304,014) (211,444) —
 —
 —
 (515,458)
Distributions paid to partners (145,955) —
 —
 —
 1,438
 (144,517)
Payment of debt issuance costs —
 (1,313) —
 (18,371) —
 (19,684)
Tax effect of units involved in treasury unit transactions —
 (2,560) —
 —
 —
 (2,560)
Payments related to tax withholding for equity compensation —
 (2,053) —
 —
 —
 (2,053)
Net cash from (for) financing activities (399,966) (14,802) (13,854) 123,252
 253,248
 (52,122)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
 —
 5,892
 —
 —
 5,892
CASH AND CASH EQUIVALENTS            
Net increase for the period —
 —
 26,484
 102,415
 (1,669) 127,230
Balance, beginning of period —
 —
 65,563
 58,178
 (1,025) 122,716
Balance, end of period $—
 $—
 $92,047
 $160,593
 $(2,694) $249,946

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the NineSix Months Ended September 25, 2016June 30, 2019
(In thousands)
Cedar Fair L.P. (Parent)Co-Issuer Subsidiary (Magnum)Co-Issuer Subsidiary (Cedar Canada)Co-Issuer Subsidiary (Millennium)Guarantor SubsidiariesEliminationsTotal
NET CASH FROM (FOR) OPERATING ACTIVITIES$53,711  $(28,342) $9,120  $(2,965) $69,406  $(2,246) $98,684  
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts—  —  —  —  (47,144) 47,144  —  
Proceeds from returns on investments—  38,030  —  —  —  (38,030) —  
Capital expenditures—  —  (12,817) (230,504) (19,532) —  (262,853) 
Proceeds from sale of investment—  617  —  —  —  —  617  
Net cash from (for) investing activities—  38,647  (12,817) (230,504) (66,676) 9,114  (262,236) 
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Intercompany payables (payments) receipts51,418  (4,274) —  —  —  (47,144) —  
Payments for returns of capital—  —  (38,030) —  —  38,030  —  
Note borrowings—  —  —  500,000  —  —  500,000  
Term debt payments—  (328) —  (1,547) —  —  (1,875) 
Distributions paid to partners(105,129) —  —  —  —  443  (104,686) 
Payment of debt issuance costs—  —  —  (7,712) —  —  (7,712) 
Tax effect of units involved in treasury unit transactions—  (1,561) —  —  —  —  (1,561) 
Payments related to tax withholding for equity compensation—  (4,142) —  —  —  —  (4,142) 
Net cash (for) from financing activities(53,711) (10,305) (38,030) 490,741  —  (8,671) 380,024  
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS—  —  2,921  —  —  —  2,921  
CASH AND CASH EQUIVALENTS
Net (decrease) increase for the period—  —  (38,806) 257,272  2,730  (1,803) 219,393  
Balance, beginning of period—  —  73,326  30,663  2,052  (692) 105,349  
Balance, end of period$—  $—  $34,520  $287,935  $4,782  $(2,495) $324,742  
38
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING
ACTIVITIES		 $99,232
 $(54,042) $41,273
 $256,105
 $(1,866) $340,702
CASH FLOWS FOR INVESTING ACTIVITIES            
Intercompany receivables (payments) receipts —
 —
 —
 (22,771) 22,771
 —
Capital expenditures —
 —
 (6,451) (120,413) —
 (126,864)
Net cash for investing activities —
 —
 (6,451) (143,184) 22,771
 (126,864)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt payments —
 (1,237) (138) (4,625) —
 (6,000)
Distributions paid to partners (140,908) —
 —
 —
 1,866
 (139,042)
Intercompany payables (payments) receipts (35,331) 58,102
 —
 —
 (22,771) —
Tax effect of units involved in treasury unit transactions —
 (1,903) —
 —
 —
 (1,903)
Payments related to tax withholding for equity compensation —
 (920) —
 —
 —
 (920)
Net cash from (for) financing activities (176,239) 54,042
 (138) (4,625) (20,905) (147,865)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
 —
 1,772
 —
 —
 1,772
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (77,007) —
 36,456
 108,296
 —
 67,745
Balance, beginning of period 77,007
 —
 39,106
 3,444
 —
 119,557
Balance, end of period $—
 $—
 $75,562
 $111,740
 $—
 $187,302

(15) Subsequent Events:

Beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Parks that have reopened and reopening dates follow:
Schlitterbahn Waterpark & Resort New Braunfels, which opened on June 13, 2020
Schlitterbahn Waterpark Galveston, which opened on June 13, 2020
Worlds of Fun, which opened on June 22, 2020
Kings Island, which opened on July 2, 2020
Dorney Park, which opened on July 8, 2020
Cedar Point, which opened on July 9, 2020
Michigan's Adventure, which opened on July 16, 2020
Initial attendance upon reopening has been below original expectations. The timing of park openings from mid-June through mid-July coincided with growing concerns about recent spikes in COVID-19 cases. Due to the soft demand trends, park operating calendars have been adjusted for the remainder of 2020, including reducing operating days per week and operating hours within each operating day. In addition, some of our reopened parks will close earlier than the park's typical operating calendar. Schlitterbahn Waterpark & Resort New Braunfels, Schlitterbahn Waterpark Galveston, Worlds of Fun and Dorney Park will close following the Labor Day holiday on September 7, 2020. Kings Island will close following the fall season on November 1, 2020. Cedar Point and Michigan's Adventure will close as they traditionally would following the fall season on November 1, 2020 and on Labor Day, respectively. Additionally, to alleviate social distancing concerns, Cedar Point and Kings Island announced changes to their fall entertainment programming to allow for better management and maintenance of social distancing and limited park capacity requirements.

Knott's Berry Farm, Canada's Wonderland, Carowinds, Kings Dominion, California's Great America and Valleyfair remain closed. Of these parks, Knott's Berry Farm and Canada's Wonderland will remain in a state of readiness as parks continue their dialogue with government and health authorities about the possibility of opening. On August 4, 2020, we announced the remaining parks will not reopen in 2020 due to the diminishing number of calendar days left in 2020, as well as limited visibility from state and local officials as to when park openings are possible. For those parks that will not reopen in 2020, we will provide our season passholders a loyalty reward to be used on purchases within the park during the 2021 operating season, in addition to the previously announced paused collections on installment purchase products and the extension of usage privileges of 2020 season passes through the 2021 season.

Effective July 20, 2020, following the opening of the parks listed above, we have resumed paying full base salaries to our CEO, other executives and all other salaried employees. We have also increased scheduled hours for full-time hourly employees to 40 hours per week, and resumed cash retainer fees to our Board of Directors. As parks open, we have begun incurring reduced seasonal and part-time labor expenses, park-level operating expenses and advertising expenses to correspond with lower than typical attendance levels and abbreviated park operating calendars.
39
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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


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


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


Impact of COVID-19 Pandemic
Due to the coronavirus (COVID-19) pandemic, on March 13, 2020, we announced the closure of certain parks and the decision to delay the opening of other parks in response to the federal and local recommendations and restrictions to mitigate the spread of COVID-19. Beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Parks that have reopened and reopening dates follow:
Schlitterbahn Waterpark & Resort New Braunfels, which opened on June 13, 2020
Schlitterbahn Waterpark Galveston, which opened on June 13, 2020
Worlds of Fun, which opened on June 22, 2020
Kings Island, which opened on July 2, 2020
Dorney Park, which opened on July 8, 2020
Cedar Point, which opened on July 9, 2020
Michigan's Adventure, which opened on July 16, 2020
Initial attendance upon reopening has been below original expectations. The timing of park openings from mid-June through mid-July coincided with growing concerns about recent spikes in COVID-19 cases. Due to the soft demand trends, park operating calendars have been adjusted for the remainder of 2020, including reducing operating days per week and operating hours within each operating day. In addition, some of our reopened parks will close earlier than the park's typical operating calendar. Schlitterbahn Waterpark & Resort New Braunfels, Schlitterbahn Waterpark Galveston, Worlds of Fun and Dorney Park will close following the Labor Day holiday on September 7, 2020. Kings Island will close following the fall season on November 1, 2020. Cedar Point and Michigan's Adventure will close as they traditionally would following the fall season on November 1, 2020 and on Labor Day, respectively. Additionally, to alleviate social distancing concerns, Cedar Point and Kings Island announced changes to their fall entertainment programming to allow for better management and maintenance of social distancing and limited park capacity requirements.

Knott's Berry Farm, Canada's Wonderland, Carowinds, Kings Dominion, California's Great America and Valleyfair remain closed. Of these parks, Knott's Berry Farm and Canada's Wonderland will remain in a state of readiness as parks continue their dialogue with government and health authorities about the possibility of opening. On August 4, 2020, we announced the remaining parks will not reopen in 2020 due to the diminishing number of calendar days left in 2020, as well as limited visibility from state and local officials as to when park openings are possible.

Even after all of our parks are able to reopen and our parks are able to return to full capacity with traditional park operating calendars, there may be longer-term negative impacts to our business, results of operations and financial condition as a result of the COVID-19 pandemic. These impacts may include changes in consumer behavior and preferences causing significant volatility or reductions in demand for or interest in our parks, damage to our brand and reputation, increases in operating expenses to comply with additional hygiene-related protocols, limitations on our ability to recruit and train sufficient employees to staff our parks, limitations on our employees' ability to work and travel, and significant changes in the economic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate impact may be material, and will depend on factors beyond our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects. See Risk Factors within Part II for additional detail.

Following our March 13, 2020 announcement, we took the following proactive measures to reduce operating expenses and cash outflows:
•Eliminated nearly all of our seasonal and part-time labor costs until our parks prepare to reopen,
40
•Suspended all advertising and marketing expenses, and reduced general and administrative expenses and other park-level operating expenses to better align with the disruption in operations while still remaining in readiness position to reopen parks,
•Reduced the CEO’s base salary by 40% and the base salaries of all other executives by 25%, effective April 27, 2020,
•Deferred base salaries for all other salaried employees by 25%, subject to minimum thresholds or other statutory limitations,
•Reduced scheduled hours for full-time hourly employees by 25% to 30 hours per week, and
•Suspended cash retainer fees for our Board of Directors until business conditions improved.

Effective July 20, 2020, following the opening of the parks listed above, we have resumed paying full base salaries to our CEO, other executives and all other salaried employees. We have also increased scheduled hours for full-time hourly employees to 40 hours per week, and resumed cash retainer fees to our Board of Directors. As parks open, we have begun adding back reduced seasonal and part-time labor, park-level operating expenses and advertising expenses to correspond with limited capacities and operating hours.

To provide incremental liquidity and enhanced financial flexibility, we took proactive steps following our March 13, 2020 announcement to reduce our capital spending for calendar year 2020, including the suspension of at least $75-100 million of non-essential capital projects planned for the 2020 and 2021 operating seasons. As we prepare our properties for the 2021 operating season, we may reactivate certain capital projects over the next twelve months resulting in capital spending that could vary from our earlier estimate.

Given the uncertainty around the timing of the parks reopening, and in order to ensure our season pass holders receive a full season of value, we had paused collections of guest payments on installment purchase products, and we have extended the usage privileges of 2020 season passes through the 2021 season to compensate for lost access to the parks in the current year. We are resuming collections of guest payments on installment purchase products at each park as it opens. For those parks that will not reopen in 2020, we will provide our season passholders a loyalty reward to be used on purchases within the park during the 2021 operating season, in addition to the previously announced paused collections on installment purchase products and the extension of usage privileges of 2020 season passes through the 2021 season.

The quarterly distribution remains suspended. The Board is committed to reinstituting a quarterly distribution when it is appropriate to do so and it is permissible under the Second Amended 2017 Credit Agreement and our other debt covenants.

Lastly, following our March 13, 2020 announcement, we took steps to secure additional liquidity and to obtain near-term relief from certain financial covenants, in the event that the effects of the COVID-19 pandemic continued. On April 27, 2020, we issued $1.0 billion of 5.500% senior secured notes due 2025 and further amended the Amended 2017 Credit Agreement to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. Financial covenant revisions included suspending testing of the leverage ratio for the remainder of 2020 and allowing for modified testing of the leverage ratio in 2021. See the Long-Term Debt footnote at Note 7 for further details. We have concluded that we will have sufficient liquidity to satisfy our obligations and remain in compliance with our debt covenants for the next twelve months. We anticipate that we will have sufficient liquidity to meet our obligations through the end of 2021, even if parks that are currently open are forced to close.

Critical Accounting Policies:
Management’s discussionDiscussion and analysisAnalysis of financial conditionFinancial Condition and resultsResults of operationsOperations is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. Beyond estimates in the normal course of business, management has also made significant estimates and assumptions related to the COVID-19 pandemic to determine our liquidity requirements and estimate the impact on our business, including financial results in the near and long-term. 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
•Accounting for Business Combinations
•Goodwill and Other Intangible Assets
•Self-Insurance Reserves
•Derivative Financial Instruments
•Revenue Recognition
•Income Taxes

In the thirdsecond quarter of 2017,2020, there were no changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.2019.

41
Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Second Amended 2017 Credit Agreement and the 2013 Credit Agreement)prior credit agreements) is a meaningful measure as it is widely used by analysts, investors and comparable companies in our industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. Further, management believes Adjusted EBITDA is a meaningful measure of park-level operating profitability and we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.


The table below sets forth a reconciliation of Adjusted EBITDA to net (loss) income for the three-three and nine-monthsix month periods ended September 24,June 28, 2020 and June 30, 2019.
 Three months endedSix months ended
(In thousands)June 28, 2020June 30, 2019June 28, 2020June 30, 2019
Net (loss) income$(132,552) $63,298  $(348,529) $(20,375) 
Interest expense36,746  22,927  63,965  43,847  
Interest income(76) (81) (424) (314) 
(Benefit) provision for taxes(36,756) 14,676  (85,763) (5,309) 
Depreciation and amortization54,923  55,904  60,011  69,493  
EBITDA(77,715) 156,724  (310,740) 87,342  
Loss on early debt extinguishment1,696  —  1,696  —  
Net effect of swaps1,559  10,779  21,338  17,158  
Non-cash foreign currency (gain) loss(12,515) (9,481) 21,688  (18,145) 
Non-cash equity compensation expense1,334  3,287  (3,460) 5,830  
Loss on impairment / retirement of fixed assets, net1,036  682  7,803  2,106  
Loss on impairment of goodwill and other intangibles—  —  88,181  —  
Gain on sale of investment—  —  —  (617) 
Acquisition-related costs—  946  16  946  
Other (1)
(54) 124  154  283  
Adjusted EBITDA$(84,659) $163,061  $(173,324) $94,903  

(1) Consists of certain costs as defined in our Second Amended 2017 Credit Agreement and September 25, 2016.prior credit agreements. These items are excluded from the calculation of Adjusted EBITDA and have included certain legal expenses and severance expenses. This balance also includes unrealized gains and losses on short-term investments.

42
 Three months ended Nine months ended
(In thousands)9/24/2017 9/25/2016 9/24/2017 9/25/2016
Net income$191,315
 $174,987
 $157,929
 $184,484
Interest expense21,638
 20,957
 62,472
 61,869
Interest income(351) (58) (399) (84)
Provision for taxes73,747
 62,918
 63,769
 65,339
Depreciation and amortization70,060
 64,685
 126,237
 118,175
EBITDA356,409
 323,489
 410,008
 429,783
Loss on early debt extinguishment—
 —
 23,115
 —
Net effect of swaps(952) 1,650
 3,717
 8,902
Non-cash foreign currency (gain) loss(29,156) 7,360
 (34,985) (23,535)
Non-cash equity compensation expense3,126
 2,160
 9,728
 6,909
Loss on impairment / retirement of fixed assets, net1,347
 1,355
 3,057
 5,382
Gain on sale of investment(1,877) —
 (1,877) —
Employment practice litigation costs4,696
 —
 4,696
 —
Other (1)
49
 1
 397
 341
Adjusted EBITDA$333,642
 $336,015
 $417,856
 $427,782

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

Results of Operations:
We believe the following are significantkey operational measures in the structure of our managementmanagerial and operational reporting, and they are used as major factors in keysignificant operational decisions:decisions as they are primary drivers of our financial and operational performance:
Attendance is defined as the number of guest visits to our amusement parks and separately gated outdoor water parks.
In-park per capita spending is calculated as revenues generated within our amusement parks and separately gated outdoor water parks along with related tolls and parking revenues (in-park revenues), divided by total attendance.
Out-of-park revenues are defined as revenues from resort, marina, sponsorship, online transaction fees charged to customers and all other out-of-park operations.
Both Net revenues consist of in-park per capita spendingrevenues and out-of-park revenues exclude less amounts remitted forto outside parties under concessionaire arrangements.arrangements (see Note 4).

Nine
Six months ended September 24, 2017

June 28, 2020
The results for the fiscal nine-monthsix-month period ended September 24, 2017June 28, 2020 are not directly comparable with the results for the fiscal six-month period ended June 30, 2019. Due to the COVID-19 pandemic, our parks were closed for the entirety of the second quarter of 2020 (the "COVID-19 closure"), with the exception of three park openings at the end of the quarter. Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston re-opened on June 13, 2020 and Worlds of Fun opened on June 22, 2020. This disruption in operations resulted in 827 lost scheduled operating days, including 92 scheduled operating days at the Schlitterbahn parks. As a result, the fiscal six-month period ended June 28, 2020 included a total of 1,722129 operating days, including 48 operating days at the Schlitterbahn parks, compared with 1,825827 operating days for the fiscal nine-monthprior period. The current period ended September 25, 2016. On a same-park basis (excluding Wildwater Kingdom, onewas also not directly comparable with the results of the Partnership's separately gated outdoor waterprior period as the current period included results from the operations of the Schlitterbahn parks which was closed after the 2016 operating season), the fiscal nine-month period ended September 25, 2016 included a total of 1,742 operating days. that were acquired on July 1, 2019.

The following table presents key financial information for the ninesix months ended September 24, 2017June 28, 2020 and September 25, 2016:June 30, 2019:
 Six months endedIncrease (Decrease)
June 28, 2020June 30, 2019$%
 (Amounts in thousands)
Net revenues$60,221  $503,167  $(442,946) (88.0)%
Operating costs and expenses230,277  414,880  (184,603) (44.5)%
Depreciation and amortization60,011  69,493  (9,482) (13.6)%
Loss on impairment / retirement of fixed assets, net7,803  2,106  5,697  N/M
Loss on impairment of goodwill and other intangibles88,181  —  88,181  N/M
Gain on sale of investment—  (617) 617  N/M
Operating (loss) income$(326,051) $17,305  $(343,356) N/M
N/M - Not meaningful
Other Data:
Adjusted EBITDA (1)
$(173,324) $94,903  $(268,227) N/M
Attendance974  9,675  (8,701) (89.9)%
In-park per capita spending (2)
N/M$47.09  N/MN/M
Out-of-park revenues$17,654  $64,105  $(46,451) (72.5)%
  Nine months ended Nine months ended Increase (Decrease)
  9/24/2017 9/25/2016 $ %
  (Amounts in thousands, except for per capita spending)
Net revenues $1,093,805
 $1,096,755
 $(2,950) (0.3)%
Operating costs and expenses 690,897
 676,363
 14,534
 2.1 %
Depreciation and amortization 126,237
 118,175
 8,062
 6.8 %
Loss on impairment / retirement of fixed assets, net 3,057
 5,382
 (2,325) N/M
Gain on sale of investment (1,877) —
 (1,877) N/M
Operating income $275,491
 $296,835
 $(21,344) (7.2)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA (1)
 $417,856
 $427,782
 $(9,926) (2.3)%
Adjusted EBITDA margin (2)
 38.2% 39.0% —
 (0.8)%
Attendance 21,293
 21,472
 (179) (0.8)%
In-park per capita spending $47.24
 $46.82
 $0.42
 0.9 %
Out-of-park revenues $120,165
 $121,859
 $(1,694) (1.4)%


(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net loss, see page 42.
(1)For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income, see page 29.
(2)Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) is not a measurement computed in accordance with generally accepted accounting principles ("GAAP") or a substitute for measures computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies. We provide Adjusted EBITDA margin because we believe the measure provides a meaningful measure of operating profitability.

(2) Due to the limited park operations during the six months ended June 28, 2020, in-park per capita spending is not a meaningful measure for the current period.
For the ninesix months ended September 24, 2017,June 28, 2020, net revenues decreased by $3.0 million,88.0% to $1,093.8$60.2 million from $1,096.8$503.2 million for the first ninesix months of 2016. This reflects a 179,000-visit decrease in attendance which was partially offset byended June 30, 2019 due to the impact of a $0.42 increasethe COVID-19 closure. Prior to the COVID-19 closure, Knott's Berry Farm was producing net revenues in excess of the prior year by greater than 15%, reflecting the impact of increases in attendance, in-park per capita spending. Out-of-parkspending and out-of-park revenues. Following the COVID-19 closure, net revenues decreased $1.7 million compared with the same period in the prior year. The decrease in attendance for the first ninesix months of 2017 relates2020 primarily included out-of-park revenues from outside retail and food locations at Knott's Berry Farm and Cedar Point and resort operations at Cedar Point. These out-of-park and resort attractions were able to re-open in June 2020. Net revenues for the closuresix months ended June 30, 2019 reflected the impact of Wildwater Kingdom after the 2016 operating season. The increase9.7 million visits, $47.09 in in-park per capita spending was largely attributable to an increase inand $64.1 million of out-of-park revenues. The Schlitterbahn parks contributed $2.1 million of net revenues from our all-season dining and beverage programs, as well as our premium product offerings. The increase was partially offset by a decrease in in-park per capita spending related to admissions resulting from a higher season pass attendance mix, and from a shift of a portion ofduring the estimated number of uses per season pass into the fourth quarter with three additional parks extending their operating seasons to include WinterFest, a holiday event operating during November and December. The decrease in out-of-park revenues was due to prior period revenues received from a Super Bowl 50 special event and a decline in accommodations revenue. Foreign currencysix months ended June 28, 2020. Currency exchange rates had an immaterial impact on net revenues.revenues for the six months as our Canadian park was not operating during the period.


43
Operating costs and expenses for the first ninesix months of 2017 increased 2.1%, or $14.5 million,ended June 28, 2020 decreased 44.5% to $690.9$230.3 million from $676.4$414.9 million for the first ninesix months of 2016. The increase isended June 30, 2019. This was the result of a $9.1 million increase in SG&A expense, a $6.0 million increase in operating expense offset by a $0.5$39.1 million decrease in cost of goods sold. Costsold, a $102.6 million decrease in operating expenses and a $42.9 million decrease in SG&A expense, and was driven by decreases in the second quarter of 2020. Operating costs and expenses for the first quarter of 2020, which included two weeks of the COVID-19 closure, were comparable to the first quarter of 2019. Operating costs and expenses incurred during the second quarter of 2020 reflected proactive measures to reduce our expenses including eliminating seasonal labor, suspending advertising and marketing expenses, and reducing SG&A and other park-level operating expenses to better align with the disruption in operations while still remaining in readiness position to reopen our parks. Operating costs and expenses after these reductions met our expectations for the second quarter of 2020.

The decrease in cost of goods sold as a percentage of food, merchandise, and games net revenue, was comparable for both periods. Operating expenses grew by $6.0 million primarily due to increased seasonal wages which were driven by hourly rate increases, and increasedthe decline in sales volume from the COVID-19 closure. The $102.6 million decrease in operating supply expense attributable to incremental special and seasonal events and the opening of several large capital projects. The $9.1 million increase in SG&A expenseexpenses was primarily attributable to a reserve established for an employment practice claim, higher merchant fees, increased technology related costs, and increased$110.8 million decrease in operating expenses in the second quarter of 2020. Operating expenses incurred during the second quarter of 2020 primarily included full-time wages and related employeebenefits, maintenance supplies and property taxes. Operating expense savings during the second quarter of 2020 included $63.8 million of seasonal labor savings, as well as reductions in operating supplies, maintenance supplies, and utilities. Operating expenses increased in the first quarter of 2020 due to the inclusion of the Schlitterbahn parks and a planned increase in full-time headcount. Of the $42.9 million decrease in SG&A expense, $36.1 million of the decrease occurred in the second quarter of 2020. SG&A expense incurred during the second quarter of 2020 primarily included full-time wages and related benefits and taxes. Foreigntechnology related costs. SG&A expense savings during the second quarter of 2020 included $18.6 million of advertising expense savings, as well as a reduction in operating supplies primarily driven by less transaction fees. The decline in SG&A expense in the first quarter of 2020 was attributable to a decline in the anticipated payout of outstanding performance units and the value of outstanding deferred units, both of which are part of our equity-based compensation plans. Operating costs and expenses for the six months ended June 28, 2020 included $14.2 million from the Schlitterbahn parks. Operating costs and expenses were not materially impacted by foreign currency exchange rates had an immaterial impact on operating costs and expenses.rates.


Depreciation and amortization expense for the first ninesix months of 2017 increased $8.1ended June 28, 2020 decreased $9.5 million to $126.2 million from $118.2 million forcompared with the same period insix months ended June 30, 2019 primarily due to the prior year. The increase is attributable to aperiod change in the estimated useful liveslife of a long-lived asset at Cedar PointKings Dominion. Depreciation and a series of other long-lived assets across the portfolio. For the first nine months of 2017, theamortization expense is being recognized over pre-COVID-19 budgeted operating days for 2020. The loss on impairment / retirement of fixed assets for the six months ended June 28, 2020 was $3.1$7.8 million reflecting retirementscompared with $2.1 million for the six months ended June 30, 2019. The current period included a $2.7 million impairment charge with respect to the Schlitterbahn parks' long-lived assets triggered by the anticipated impacts of the COVID-19 pandemic during the first quarter of 2020 (see Note 5), as well as the impairment of two specific assets induring the normal coursefirst quarter of business2020. Similarly, the loss on impairment of goodwill and other intangibles for the six months ended June 28, 2020 included a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at severalthe Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, triggered by the anticipated impacts of our properties.the COVID-19 pandemic during the first quarter of 2020 (see Note 6). During the thirdfirst quarter of 2017,2019, a $1.9$0.6 million gain on sale of investment was recognized for additional proceeds from the liquidation of a preferred equity investment.


After the items above, operating loss for the six months ended June 28, 2020 totaled $326.1 million compared with $17.3 million operating income for the first ninesix months of 2017 decreased $21.3 million to $275.5 million compared with operating income of $296.8 million for the first nine months of 2016.ended June 30, 2019.


Interest expense for the first nine months of 2017 was comparable to the same period in the prior year. We recognized a $23.1 million loss on early debt extinguishment during the ninesix months ended September 24, 2017 attributableJune 28, 2020 increased $20.1 million due to interest incurred on the 2029 senior notes issued in June 2019 and the 2025 senior notes issued in April 20172020 somewhat offset by less interest incurred on term debt refinancing.and revolver borrowings. The net effect of our swaps resulted in a charge to earnings of $3.7$21.3 million for the first ninesix months of 2017ended June 28, 2020 compared with a $8.9$17.2 million charge to earnings in 2016 for the same period.six months ended June 30, 2019. The difference reflectswas attributable to the amortization of amountschange in OCI for our de-designated swap portfolio offset by fair market value movements for these swaps.in our swap portfolio. We recognized a $1.7 million loss on early debt extinguishment related to our April 2020 refinancing during the second quarter of 2020 (see Note 7). During the current period, we also recognized a $35.0$21.6 million net charge to earnings for foreign currency gains and losses compared with an $18.1 million net benefit to earnings for the six months ended June 30, 2019. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt recorded at our Canadian entity from the U.S.-dollar to the legal entity's functional currency.

During the six months ended June 28, 2020, a benefit for taxes of $85.8 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $5.3 million for the six months ended June 30, 2019. The increase in benefit for taxes was attributable to an increase in pretax loss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of this change, we expect to recognize two benefits. First, we expect to carryback the 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $76.5 million. Second, as of June 28, 2020, the annual effective tax rate included a net benefit of $21.6 million from carrying back the projected 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated $38.2 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than 21% resulting in an additional tax benefit if such losses are used to offset income at the current 21% corporate income tax rate. The estimated $38.2 million benefit was decreased by $16.6 million for a projected
44
valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

After the items above, net loss for the six months ended June 28, 2020 totaled $348.5 million, or $6.17 per diluted limited partner unit, compared with a net loss of $20.4 million, or $0.36 per diluted limited partner unit, for the six months ended June 30, 2019.

For the six months ended June 28, 2020, Adjusted EBITDA loss totaled $173.3 million compared with a $94.9 million Adjusted EBITDA for the six months ended June 30, 2019. The variance in Adjusted EBITDA was due to decreased net revenues attributable to the COVID-19 closure.

Three months ended June 28, 2020
The results for the fiscal three-month period ended June 28, 2020 are not directly comparable with the results for the fiscal three-month period ended June 30, 2019. Due to the COVID-19 pandemic, our parks were closed for the entirety of the second quarter of 2020 (the "COVID-19 closure"), with the exception of three park openings at the end of the quarter. Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston re-opened on June 13, 2020 and Worlds of Fun opened on June 22, 2020. This disruption in operations resulted in 788 lost scheduled operating days, including 82 scheduled operating days at the Schlitterbahn parks. As a result, the fiscal three-month period ended June 28, 2020 included a total of 39 operating days, including 32 operating days at the Schlitterbahn parks, compared with 726 operating days for the prior period. The current period was also not directly comparable with the results of the prior period as the current period included results from the operations of the Schlitterbahn parks that were acquired on July 1, 2019.

The following table presents key financial information for the three months ended June 28, 2020 and June 30, 2019:
 Three months endedIncrease (Decrease)
June 28, 2020June 30, 2019$%
 (Amounts in thousands)
Net revenues$6,586  $436,190  $(429,604) (98.5)%
Operating costs and expenses92,715  277,360  (184,645) (66.6)%
Depreciation and amortization54,923  55,904  (981) (1.8)%
Loss on impairment / retirement of fixed assets, net1,036  682  354  N/M
Operating (loss) income$(142,088) $102,244  $(244,332) N/M
N/M - Not meaningful
Other Data:
Adjusted EBITDA (1)
$(84,659) $163,061  $(247,720) N/M
Attendance38  8,500  (8,462) (99.6)%
In-park per capita spending (2)
N/M$47.22  N/MN/M
Out-of-park revenues$5,563  $49,344  $(43,781) (88.7)%

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net (loss) income, see page 42.
(2) Due to the limited park operations during the three months ended June 28, 2020, in-park per capita spending is not a meaningful measure for the current period.
For the three months ended June 28, 2020, net revenues decreased 98.5% to $6.6 million from $436.2 million for the three months ended June 30, 2019 due to the impact of the COVID-19 closure. Net revenues for the three months ended June 28, 2020 primarily included out-of-park revenues from outside retail and food locations at Knott's Berry Farm and Cedar Point and resort operations at Cedar Point. These out-of-park and resort attractions were able to re-open in June 2020. Net revenues for the three months ended June 30, 2019 reflected the impact of 8.5 million visits, $47.22 in in-park per capita spending and $49.3 million of out-of-park revenues. The Schlitterbahn parks contributed $1.2 million of net revenues during the three months ended June 28, 2020. Currency exchange rates had an immaterial impact on net revenues for the quarter as our Canadian park was not operating during the period.

Operating costs and expenses for the three months ended June 28, 2020 decreased 66.6% to $92.7 million from $277.4 million for the three months ended June 30, 2019. This was the result of a $37.8 million decrease in cost of goods sold, a $110.8 million decrease in operating expenses and a $36.1 million decrease in SG&A expense. Operating costs and expenses incurred during the second quarter of 2020 reflected proactive measures to reduce our expenses including eliminating seasonal labor, suspending advertising and marketing expenses, and reducing SG&A and other park-level operating expenses to better align with the disruption in operations while still remaining in readiness position to reopen our parks. Operating costs and expenses after these reductions met our expectations for the second quarter of 2020.

45
The decrease in cost of goods sold was due to the decline in sales volume from the COVID-19 closure. Operating expenses incurred during the second quarter of 2020 primarily included full-time wages and related benefits, maintenance supplies and property taxes. Operating expense savings during the second quarter of 2020 included $63.8 million of seasonal labor savings, as well as reductions in operating supplies, maintenance supplies, and utilities. SG&A expense incurred during the second quarter of 2020 primarily included full-time wages and related benefits and technology related costs. SG&A expense savings during the second quarter of 2020 included $18.6 million of advertising expense savings, as well as a reduction in operating supplies primarily driven by less transaction fees. Operating costs and expenses for the three months ended June 28, 2020 included $6.6 million from the Schlitterbahn parks. Operating costs and expenses were not materially impacted by foreign currency exchange rates.

Depreciation and amortization expense for the three months ended June 28, 2020 was comparable to the three months ended June 30, 2019. Depreciation and amortization expense is being recognized over pre-COVID-19 budgeted operating days for 2020. The loss on impairment / retirement of fixed assets for the three months ended June 28, 2020 was comparable with the three months ended June 30, 2019 and was due to retirements in the normal course of business.

After the items above, the operating loss for the three months ended June 28, 2020 totaled $142.1 million compared with $102.2 million operating income for the three months ended June 30, 2019.

Interest expense for the three months ended June 28, 2020 increased $13.8 million due to interest incurred on the 2025 senior notes issued in April 2020 and the 2029 senior notes issued in June 2019 somewhat offset by less interest incurred on term debt and revolver borrowings. The net effect of our swaps resulted in a charge to earnings of $1.6 million for the three months ended June 28, 2020 compared with a $10.8 million charge to earnings for the three months ended June 30, 2019. The difference was attributable to the change in fair market value movements in our swap portfolio. We recognized a $1.7 million loss on early debt extinguishment related to our April 2020 refinancing during the second quarter of 2020 (see Note 7). During the current period, we also recognized a $12.7 million net benefit to earnings for foreign currency gains and losses compared with a $23.7$9.5 million net benefit to earnings for the same period in 2016.three months ended June 30, 2019. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt heldrecorded at our Canadian propertyentity from the applicable currencyU.S.-dollar to the legal entity's functional currency.


During the first ninethree months of 2017,ended June 28, 2020, a provisionbenefit for taxes of $63.8$36.8 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes on our corporate subsidiaries. This comparescompared with a $65.3 million provision for taxes recordedof $14.7 million for the first ninethree months of 2016.ended June 30, 2019. The decreaseincrease in provisionbenefit for taxes relates largelywas attributable to the tax effect of foreign currency exchange related to our Canadian property partially offset by an increase in pretax incomeloss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of this change, we expect to recognize two benefits. First, we expect to carryback the 2020 losses incurred by our corporate subsidiaries, compared withwhich will result in the samerefund of a portion of federal income taxes paid during the carryback period of approximately $76.5 million. Second, as of June 28, 2020, the annual effective tax rate included a year ago.net benefit of $21.6 million from carrying back the projected 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated $38.2 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than 21% resulting in an additional tax benefit if such losses are used to offset income at the current 21% corporate income tax rate. The estimated $38.2 million benefit was decreased by $16.6 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.


After the items above, net incomeloss for the first ninethree months ended June 28, 2020 totaled $157.9$132.6 million, or $2.79$2.35 per diluted limited partner unit, compared with net income of $184.5$63.3 million, or $3.27$1.11 per diluted limited partner unit, for the same period a year ago.three months ended June 30, 2019.


For the nine month period, ourthree months ended June 28, 2020, Adjusted EBITDA decreased to $417.9loss totaled $84.7 million from $427.8 million for the same period in 2016. The approximate $9.9 million decrease in Adjusted EBITDA is due to decreased attendance and lower out-of-park revenue, as well as higher operating costs and expenses associated with labor, merchant fees and other planned spending. Our Adjusted EBITDA margin also decreased 80 basis points as a result of lower net revenues and expense growth.

On a same-park basis (excluding Wildwater Kingdom), net revenues increased by $2.5 million to $1,093.8 million for the nine months ended September 24, 2017 from $1,091.3 million in the same period in the prior year. This is the result of a 59,000-visit increase in attendance and a $0.15 increase in in-park per capita spending on a same-park basis. Operating costs and expenses (including depreciation and amortization, loss on impairment of fixed assets and gain on sale of investment) on a same-park basis increased $23.8 million resulting in a $21.3 million decrease in same-park operating income.


Three months ended September 24, 2017

The fiscal three-month period ended September 24, 2017 consisted of a total of 960 operating days compared with 1,021 operating days for the fiscal three-month period ended September 25, 2016. On a same-park basis (excluding Wildwater Kingdom, one of the Partnership's separately gated outdoor water parks which was closed after the 2016 operating season), the fiscal three-month period ended September 25, 2016 included a total of 965 operating days. The following table presents key financial information$163.1 million Adjusted EBITDA for the three months ended September 24, 2017 and September 25, 2016:June 30, 2019. The variance in Adjusted EBITDA was due to decreased net revenues attributable to the COVID-19 closure.

July Update
  Three months ended Three months ended Increase (Decrease)
  9/24/2017 9/25/2016 $ %
  (Amounts in thousands, except for per capita spending)
Net revenues $652,689
 $650,283
 $2,406
 0.4 %
Operating costs and expenses 327,020
 316,448
 10,572
 3.3 %
Depreciation and amortization 70,060
 64,685
 5,375
 8.3 %
Loss on impairment / retirement of fixed assets, net 1,347
 1,355
 (8) N/M
Gain on sale of investment (1,877) —
 (1,877) N/M
Operating income $256,139
 $267,795
 $(11,656) (4.4)%
N/M - Not meaningful        
Other Data:        
Adjusted EBITDA (1)
 $333,642
 $336,015
 $(2,373) (0.7)%
Attendance 12,428
 12,492
 (64) (0.5)%
In-park per capita spending $48.73
 $48.01
 $0.72
 1.5 %
Out-of-park revenues $65,103
 $67,903
 $(2,800) (4.1)%
As mentioned above, initial attendance upon reopening has been below original expectations. During the three weeks ended August 2, 2020, which followed the staggered reopening of seven of our parks, attendance averaged between 20% to 25% of historical attendance at the seven open parks, which equated to approximately 15% of theoretical capacity.

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


For the quarterseven months ended September 24, 2017, net revenues increased by $2.4 million, to $652.7 million, from $650.3 million in the third quarter of 2016. This reflects a $0.72 increase inAugust 2, 2020, in-park per capita spending partially offset by the impact of a 64,000-visit decrease in attendance. Out-of-park revenues decreased $2.8 million8% compared with the same period in thecomparable prior year.period. The increasedecrease in in-park per capita spending was largely attributable to an increase in revenues from our all-season dining and beverage programs, as well as our premium product offerings and non-season pass admissions. The increase was partially offset by a decrease in in-park per capita spending related to season pass admissions resulting from a shift of a portion of the estimated number of uses per season pass into the fourth quarter with three additional parks extending their operating seasons to include WinterFest, a holiday event operating during November and December. The decrease in attendance for the third quarter relates to the closure of Wildwater Kingdom after the 2016 operating season. The decrease in out-of-park revenues was attributable to prior period proceeds received during the third quarter of 2016 from a business interruption claim at Cedar Point and a decrease in out-of-park food revenue. The increase in net revenues is net of a $0.9 million favorable impact of foreign currency exchange related to our Canadian park.

Operating costs and expenses for the quarter increased 3.3%, or $10.6 million, to $327.0 million from $316.4 million in the third quarter of 2016. The increase is the result of a $6.6 million increase in SG&A expense, a $3.4 million increase in operating expense, and a $0.6 million increase in cost of goods sold. Cost of goods sold, as a percentage of food, merchandise, and games net revenue, was comparable for both periods. Operating expenses grew by $3.4 million primarily due to increased seasonal wages which were driven by hourly rate increases, and to a lesser extent, increased operating supply expense attributable to additional seasonal events and the timing of maintenance projects. The $6.6 million increase in SG&A expense was primarily attributable to a reserve established for an employment practice claim, higher merchant fees,decline in admissions and increased technology related costs. The increase in operating costs and expenses is net of a $0.4 million unfavorable impact of foreign currency exchange related to our Canadian park.

Depreciation and amortization expense for the quarter increased $5.4 million to $70.1 million compared to $64.7 million for the same period in the prior year. The increase is attributable to a change in the estimated useful lives of a long-lived asset at Cedar Point and a series of other long-lived assets across the portfolio. For the third quarter of 2017, the loss on impairment / retirement of fixed assets was $1.3 million, reflecting the retirements of assets in the normal course of business at several of our properties. A $1.9 million gain on sale of investment was recognized during the quarter for the liquidation of a preferred equity investment.


After the items above, operating income for the third quarter of 2017 decreased $11.7 million to $256.1 million compared with an operating income of $267.8 million for the third quarter of 2016.

Interest expense for the third quarter of 2017 was comparable to the same period in the prior year. The net effect of our swaps resultedextra-charge spending. Extra-charge spending includes front-of-line products, which are only being offered in a benefitlimited capacity at certain parks in 2020 due to earnings of $1.0 million for the third quarter of 2017 compared with a $1.7 million charge to earningssocial distancing concerns. The decline in the third quarter of 2016. The difference reflects the change in fair market value movements in our de-designated swap portfolioadmissions and extra-charge spending was somewhat offset by the amortizationincreases in other guest spending categories, including merchandise and games.
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During the third quarter of 2017, a provision for taxes of $73.7 million was recorded to account for PTP taxes and income taxes on our corporate subsidiaries. This compares with a provision for taxes recorded in the third quarter of 2016 of $62.9 million. This increase in provision for taxes relates largely to an increase in pretax income from our corporate subsidiaries compared with the same period a year ago.

After the items above, net income for the current quarter totaled $191.3 million, or $3.38 per diluted limited partner unit, compared with a net income of $175.0 million, or $3.10 per diluted limited partner unit, for the third quarter a year ago.

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

On a same-park basis (excluding Wildwater Kingdom), net revenues increased by $6.5 million to $652.7 million for the quarter ended September 24, 2017 from $646.2 million in the same period in the prior year reflecting a 103,000-visit increase in attendance and a $0.39 increase in in-park per capita spending on a same-park basis. Operating costs and expenses (including depreciation and amortization, loss on impairment of fixed assets and gain on sale of investment) on a same-park basis increased $17.3 million resulting in a $10.8 million decrease in same-park operating income.

October 2017

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

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

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the third quarter of 2017 in sound condition. The working capital ratio (current assets divided by current liabilities) was 1.8 as of 1.2June 28, 2020 and 1.4 as of June 30, 2019. Prior to the COVID-19 pandemic, we had been preparing for our 2020 operating season. As a result, as of the end of the first and second quarters of 2020, our working capital accounts were at September 24, 2017 ispre-opening levels typical of the resultend of normal seasonal activity. Receivables,the first quarter, in particular receivables for our installment purchase plans, inventories and payables are at normal seasonal levels.deferred revenue for season-long products. For purposes of preparing our financial statements, as of June 28, 2020, we estimated that some of our closed parks would remain closed throughout 2020 and some of our parks that have been able to open would be compelled to close for the 2020 operating season earlier than the park's typical operating calendar. Furthermore, given the uncertainty around the timing of the parks reopening, we had paused collections of guest payments on installment purchase products and extended the usage privileges of 2020 season passes through the 2021 season to compensate for lost days. As a result, we estimated that the following working capital amounts would be realized greater than 12 months from the balance sheet date and these amounts have been classified as non-current as of June 28, 2020. These amounts represent our best estimate and include material assumptions which may differ as the COVID-19 pandemic and the related actions taken to contain its spread progress.
(In thousands)
Working Capital AccountBalance Sheet LocationJune 28, 2020
ReceivablesOther Assets$8,663 
InventoriesOther Assets9,159 
Other current assetsOther Assets763 
$18,585 
Deferred revenueNon-Current Deferred Revenue$88,579 

Operating Activities
During the nine-monthsix-month period ended September 24, 2017,June 28, 2020, net cash for operating activities was $219.7 million, an increase of $318.3 million compared with net cash from operating activities was $322.6 million, a decrease of $18.1 million fromin the same period a year ago, primarily dueago. The increase was largely attributable to lower earnings.earnings as a result of the COVID-19 closure.
Investing Activities
Net cash used for investing activities for the first ninesix months of 20172020 was $149.2$100.6 million, a decrease of $161.6 million compared with the same period in the prior year, primarily due to the purchase of the land at California's Great America from the City of Santa Clara for $150.3 million in 2019. As mentioned above, due to the impact of the COVID-19 pandemic, we took proactive steps to reduce our capital spending for calendar year 2020, including the suspension of at least $75-100 million of non-essential capital projects planned for the 2020 and 2021 operating seasons. As we prepare our properties for the 2021 operating season, we may reactivate certain capital projects over the next twelve months resulting in capital spending that could vary from our earlier estimate.
Financing Activities
Net cash from financing activities for the first six months of 2020 was $441.8 million, an increase of $22.3$61.8 million compared with the same period in the prior year. ThisThe increase reflects planned higher capital expenditureswas primarily attributable to the net cash proceeds from the April 2020 refinancing in the period.
Financing Activities
Net cash for financing activities forcurrent period, including the first nine monthsissuance of 2017 was $52.1 million,the 2025 senior notes and prepayment of a decreaseportion of $95.7 millionour term debt, compared with the same periodnet cash proceeds from the 2029 senior notes issuance in the prior year. This decrease reflects incremental debt borrowings due to the increase in our senior securedperiod.

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


As of September 24, 2017,June 28, 2020, our outstanding debt, before reduction for debt issuance costs and original issue discount, consisted of the following:


•$500264 million of 5.375% senior unsecuredsecured term debt, maturing in April 2024 under our Second Amended 2017 Credit Agreement. The term debt bears interest at the London InterBank Offering Rate ("LIBOR") plus 175 basis points (bps), under amendments we entered into on March 14, 2018. The pricing terms for the 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). Following a $463.3 million prepayment during the second quarter of 2020, we do not have any required remaining quarterly payments. Therefore, we had no current maturities as of June 28, 2020.

•$1.0 billion of 5.500% senior secured notes, maturing in April 2027,May 2025, issued at par. Prior to April 15, 2020,May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375%105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2025 senior notes pay interest semi-annually in May and November, beginning November 1, 2020.

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

•$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 any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2027 senior notes pay interest semi-annually in April and October.


•$450500 million of 5.375%5.250% senior unsecured notes, maturing in June 2024,July 2029, issued at par. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to June 1, 2019July 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. The 2029 senior notes pay interest semi-annually in JuneJanuary and December.July.


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

•No borrowings under the $275$375 million senior secured revolving credit facility under our Second Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bear interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. The Second Amended 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. After letters of credit, which totaled $15.9$15.3 million at September 24, 2017,as of June 28, 2020, we had $259.1$359.7 million of available borrowings under the revolving credit facility and cash on hand of $249.9$301.1 million.


As of September 24, 2017,June 28, 2020, we have foureight interest rate swap agreements that effectively convert $500 million of variable-rate debt to a fixed rate. These swaps, whichFour of these agreements fix that variable-rate debt at 4.39% and mature on December 31, 2020. The other four fix the same notional amount of variable-rate debt at 4.63% for the period December 31, 2020 and fix LIBOR at a weighted averagethrough December 31, 2023. None of our interest rate of 2.64%,swap agreements were not designated as cash flow hedges.hedges in the periods presented. As of September 24, 2017,June 28, 2020, $7.3 million of the fair market value of our derivative liabilityswap portfolio was $14.8classified as current and recorded in "Other accrued liabilities", and $37.2 million was classified as long-term and was recorded in "Derivative Liability."Liability" within the unaudited condensed consolidated balance sheet.


The Second Amendment to the 2017 Credit Agreement includes asuspended and revised certain financial covenants including: (i) suspended testing of the Consolidated Leverage Ratio which if breached for any reason and not cured could result in an event of default. The ratio is(which was previously set at a maximum of 5.50x consolidated total debt-to-consolidated EBITDA.Consolidated Total Debt-to-Consolidated EBITDA) after the first quarter of the fiscal year ended December 31, 2020, (ii) replaced such Consolidated Leverage Ratio testing with a Senior Secured Leverage Ratio of 4.00x Total First Lien Senior Secured Debt-to-Consolidated EBITDA to be tested quarterly starting with the first quarter of the fiscal year ended December 31, 2021, which will step down to 3.75x in the fourth quarter of the fiscal year ended December 31, 2021, with the covenant calculation to include Consolidated EBITDA on a trailing twelve month basis using the quarters of the fiscal year ended December 31, 2021 and replacing the 2020 quarters, where applicable, with the second, third and fourth quarters of the fiscal year ended December 31, 2019 (the "Deemed EBITDA Quarters"), with replacements occuring until the fourth quarter of the fiscal year ended December 31, 2021, from and after which time the then current Consolidated EBITDA calculations will be used, (iii) added a requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2021 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until December 31, 2021), (iv) suspended certain restricted payments, including partnership distributions, certain payments in respect of senior unsecured debt, cash mergers and/or acquisition investments and the incurrence of incremental loans and commitments under the Second Amended 2017 Credit Agreement until the earlier of the delivery of the compliance certificate for the fourth quarter of the fiscal year ended December 31, 2021 or the termination of the Additional Restrictions Period, and (v) permitted the incurrence of the portion of the 2025 senior notes that were issued, the proceeds of which were not applied to repay a portion of the senior secured term loan facility. We may terminate the Additional Restrictions Period prior to December 31, 2021 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. As of September 24, 2017,June 28, 2020, we were in compliance with thisthe financial condition covenant and all other covenants under the Second Amended 2017 Credit Agreement.


Our long-term debtfixed rate note agreements also include Restricted Payment provisions.provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing our June 2014the 2024 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x, we can still make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and our ability to make additional Restricted Payments is permitted shouldcontinuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio beis less than or equal to 5.00x.5.00x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.00x as of June 28, 2020.


In accordance with
48
The quarterly distribution remains suspended. The Board is committed to reinstituting a quarterly distribution when it is appropriate to do so and it is permissible under the Second Amended 2017 Credit Agreement and our other debt provisions,covenants.

As of the filing of our 2020 first quarter Form 10-Q, we anticipated our average cash burn rate going forward, including operating expenses while our parks remain closed, would be approximately $30-40 million per month. As of the date of this Form 10-Q, we anticipate our average cash burn rate going forward, based on August 2, 2017, we announced the declarationrecently updated park operating calendars and the slate of a distribution of $0.855 per limited partner unit, which was paid on September 15, 2017. Also, on November 2, 2017, we announced the declaration of a distribution of $0.89 per limited partner unit, whichparks that are currently open, will be payable on December 15, 2017.

Existing credit facilitiesapproximately $30-40 million per month. Our anticipated average cash burn rate as of both dates includes estimated operating expenses, capital expenditures, income tax obligations, and interest payments inclusive of the April 2020 refinancing. The average cash flows from operations are expectedburn rate is net of an estimate of net revenues to be sufficientgenerated from the limited operations anticipated to meet working capital needs, debt service, partnership distributionsbe open for 2020 as of the date of this Form 10-Q. The average cash burn rate as of the filing of our 2020 first quarter Form 10-Q assumed no open operations, and planned capital expenditures fortherefore, no net revenues to be generated. We have made significant estimates and assumptions to estimate the foreseeable future.impact of the COVID-19 pandemic on our business, including financial results in the near and long-term and our anticipated cash burn rate. Actual results could materially differ from these estimates.


Off Balance Sheet Arrangements:
We had $15.9$15.3 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of September 24, 2017.June 28, 2020. We have no other significant off-balance sheet financing arrangements.



Forward Looking Statements
Some of the statements contained in this report (including the “Management’s"Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations" section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1Athe impacts of the COVID-19 pandemic, general economic conditions, adverse weather conditions, competition for consumer leisure time and spending, unanticipated construction delays, changes in our capital investment plans and projects and other factors we discuss from time to time in our reports filed with the Company’s Annual Report on Form 10-K,Securities and Exchange Commission (the "SEC") could adversely affect attendance at our future financial performanceparks and could cause actual results to differ materially from our expectations.expectations or otherwise to fluctuate or decrease. 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks from fluctuations in interest rates, and to a lesser extent on currency exchange rates on our operations in Canada, and from time to time, on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.


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


For derivative instruments thatNone of our interest rate swap agreements are designated and qualify as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings.hedging instruments. Changes in fair value of derivative instruments that do not qualify as effective hedging activitiesfor hedge accounting or were de-designated are reported as “Net"Net effect of swaps”swaps" in the unaudited condensed consolidated statements of operations. Additionally, the “Otheroperations and comprehensive income (loss)” related to interest rate swaps that become ineffective is amortized over the remaining life of the interest rate swap and reported as a component of “Net effect of swaps” in the unaudited condensed consolidated statements of operations. income.


As of September 24, 2017,June 28, 2020, on an adjusted basis after giving affecteffect to the impact of interest rate swap agreements, $1,450.0 millionall of our outstanding long-term debt represented fixed-rate debt and $235.0 million represented variable-rate debt.except for revolving credit borrowings. Assuming an average balance on our revolving credit borrowings of approximately $7.2$14.6 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately $7.4$2.8 million in annual cash interest costs.


Assuming a hypothetical 100 bps increase in 30-day LIBOR, the amount of net cash interest paid on our derivative portfolio would decrease by $5.0$2.6 million over the next twelve months.


A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.3$4.0 million decrease in annual operating income.



ITEM 4. CONTROLS AND PROCEDURES


(a)Evaluation of Disclosure Controls and Procedures - 
We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of September 24, 2017,June 28, 2020, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 24, 2017.June 28, 2020.




(b)Changes in Internal Control Over Financial Reporting -
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 24, 2017June 28, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, many of our employees continued working from home during the fiscal quarter ended June 28, 2020. We are monitoring and assessing the changing business environment resulting from the COVID-19 pandemic and the related effect on our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
Freddie Ramos vs. Cedar Fair, L.P., Cedar Fair Management Company
The Partnership and Cedar Fair Management, Inc. are defendants in a lawsuit filed in Superior Court of the State of California for Orange County on November 23, 2016 by Freddie Ramos seeking damages and injunctive relief for claims related to certain employment and pay practices at our parks in California, including those related to certain check-out, time reporting, discharge, meal and rest period, and pay statement practices. The Partnership filed an answer on January 13, 2017 denying the allegations in the complaint and requesting a dismissal of all claims.  On January 17, 2017, the Partnership filed a Notice of Removal of the case from the state court to the United State District Court for the Central District of California. The class has not been certified. On August 29, 2017, the Partnership participated in a mediation relating to the claims alleged in the lawsuit. Following this mediation, the Partnership negotiated a $4.2 million settlement with the named Plaintiff on a class wide basis. As part of the settlement the case will be remanded back to the Superior Court of the State of California for Orange County for a preliminary hearing and final court approval of the proposed settlement. The Partnership and the named Plaintiff are required to file a brief in support of the settlement with the court. The hearing to approve the final settlement is not expected to occur until at least the first quarter of 2018. Based upon the information available, the Partnership believes the liability recorded as of September 24, 2017 is adequate and does not expect the terms of the negotiated settlement or final briefing to materially affect its financial results in future periods.

ITEM 1A. RISK FACTORS
ThereExcept as set forth below, there have been no material changes tofrom the risk factors previously disclosed in the Partnership'sour Annual Report on Form 10-K for the year ended December 31, 2016.2019.


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

Issuer Purchases of Equity Securities:
The following table summarizes repurchasesspread of Cedar Fair, L.P. Depositary Units representing limited partner intereststhe novel coronavirus, or COVID-19, intensifies certain risks we face, including those discussed in our Form 10-K, has adversely impacted our business and is expected to continue to adversely impact our business. The ultimate extent to which COVID-19 and measures taken in response will impact our business, including our results of operations and financial condition, cannot be predicted due to the ongoing development and fluidity of the COVID-19 situation and its effects.
On March 13, 2020, we announced the closure of certain parks and the decision to delay the opening of other parks in response to the federal and local recommendations and restrictions to mitigate the spread of COVID-19. Beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Because our parks are our primary sources of net income and operating cash flows, our business and financial results and condition have been, and will continue to be, adversely impacted by these closures, delayed openings and other actions taken to contain or reduce the Partnership duringspread of COVID-19. In addition, we have begun and are likely to continue to experience other negative impacts to our business, results of operations and financial condition as a result of COVID-19. Negative impacts may include changes in consumer behavior and preferences causing significant volatility or reductions in demand for or interest in our parks, damage to our brand and reputation, increases in operating expenses as we sanitize our parks and implement additional hygiene-related protocols, limitations on our ability to recruit and train employees in sufficient numbers to fully staff our parks, limitations on our employees' ability to work and travel, and significant changes in the three monthseconomic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate effect may be material, and will depend on factors beyond our knowledge or control, including the duration and severity of any such outbreak and actions taken to contain the pandemic spread and mitigate public health effects.

A prolonged closure of our parks and resort properties could materially impact our results, operations and financial condition, which would negatively impact our ability to remain in compliance with our debt covenants.
Our parks are the primary sources of net income and operating cash flows which we rely upon to remain in compliance with debt covenants under our senior secured credit agreement and under our senior notes due in 2024, 2025, 2027 and 2029 and to meet our obligations when due. As noted above, beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Subsequently, we announced on August 4, 2020 that certain of our parks will not reopen in 2020, and certain of our parks will operate on reduced schedules and close earlier than their typical schedules. There is uncertainty as to when we will be able to reopen the remaining two closed parks and there is also uncertainty as to whether additional mandated closures will occur. Because we operate in several different jurisdictions, we have been able to reopen some, but not all, of our parks within a certain time frame. Although we believe we have sufficient resources to fund our temporarily idled operations for a period of time that lasts beyond the currently mandated closures, we have no control over and cannot predict the length of the impact on our parks due to the pandemic, including future mandated closures. If we are unable to generate sufficient revenues from our parks due to a prolonged period of closure, or experience significant declines in business volumes upon reopening, this would negatively impact our ability to remain in compliance with our debt covenants and meet our payment obligations.

Our debt agreements contain restrictions that could limit our flexibility in operating our business.
Our credit agreement and the indentures governing our notes contain, and any future indebtedness of ours will likely contain, a number of covenants that could impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries' ability to, among other things:
•pay distributions on or make distributions in respect of our capital stock or units or make other Restricted Payments;
•incur additional debt or issue certain preferred equity;
•make certain investments;
•sell certain assets;
•create restrictions on distributions from restricted subsidiaries;
•create liens on certain assets to secure debt;
•consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all our assets;
•enter into certain transactions with our affiliates; and
•designate our subsidiaries as unrestricted subsidiaries.

The Second Amended 2017 Credit Agreement includes (i) a Senior Secured Leverage Ratio of 4.00x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of the fiscal year ended September 24, 2017:December 31, 2021, which will step down to 3.75x in the fourth quarter of the fiscal year ended December 31, 2021, with the covenant calculation to include Consolidated EBITDA on a trailing twelve month basis using the quarters of the fiscal year ended December 31, 2021 and replacing the 2020 quarters, where applicable, with the second, third and fourth quarters of the fiscal year ended December 31,
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Period
 
(a)






Total Number of Units Purchased (1)
 
(b)






Average Price Paid per Unit
 
(c)



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

Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
June 26 - July 30 1,928
 $70.80
 —
 $—
July 31 - August 27 —
 —
 —
 —
August 28 - September 24 —
 —
 —
 —
Total 1,928
 $70.80
 —
 $—
2019 (the "Deemed EBITDA Quarters"), with replacements occuring until the fourth quarter of the fiscal year ended December 31, 2021, from and after which time the then current Consolidated EBITDA calculations will be used, (ii) a requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2021 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until December 31, 2021), (iii) a suspension of certain restricted payments, including partnership distributions, under the Second Amended 2017 Credit Agreement until the earlier of the delivery of the compliance certificate for the fourth quarter of the fiscal year ended December 31, 2021 or the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2021 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter.

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


Our fixed rate note agreements also include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 2024 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x, we can still make Restricted Payments of $60 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 5.00x, we can make Restricted Payments up to our Restricted Payment pool.

ITEM 6. EXHIBITS
Indenture, dated as of April 27, 2020, by and among Cedar Fair, L.P., Canada's Wonderland Company, Magnum Management Corporation and Millennium Operations LLC, as issuers, the guarantors named therein, The Bank of New York Mellon, as trustee and notes US collateral agent and BNY Trust Company of Canada, as notes Canadian collateral agent (including Form of 5.500% Senior Secured Note due 2025). Incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 8-K (File No. 001-09444) filed on April 29, 2020.
EmploymentAmendment No. 2, dated April 27, 2020, to the Amended and Restated Credit Agreement, dated October 4,April 13, 2017, by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation, Canada's Wonderland Company and Richard A. Zimmerman.Millennium Operations LLC, as borrowers, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties thereto. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed October 5, 2017.on April 29, 2020.
Employment Agreement, dated October 4, 2017, by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation, and Matthew A. Ouimet. Incorporated herein by reference to Exhibit 10.2 to the Registrants Form 8-K filed October 5, 2017.
Exhibit (10.3)
2016 Omnibus Incentive Plan (Fall 2017 Version) Form of Restricted Unit Award Declaration.
Exhibit (10.4)
2016 Omnibus Incentive Plan (Fall 2017 Version) Form of Performance Award Declaration.
Exhibit (31.1)
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit (101)The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 24, 2017June 28, 2020 formatted in Extensible Business Reporting Language (XBRL):Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated StatementStatements of Equity,Partners' Deficit, and (v) related notes.notes, tagged as blocks of text and including detailed tags.
Exhibit (104)The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended June 28, 2020 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)
CEDAR FAIR, L.P.
(Registrant)
By Cedar Fair Management, Inc.
General Partner
Date:November 2, 2017August 5, 2020/s/ MatthewRichard A. OuimetZimmerman
MatthewRichard A. OuimetZimmerman
President and Chief Executive Officer
Date:November 2, 2017August 5, 2020/s/ Brian C. Witherow
Brian C. Witherow
Executive Vice President and
Chief Financial Officer


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