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, 201726, 2021
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.  xYes  x☐ No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  xYes  x☐ No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filero☐
Non-accelerated filer
o (Do not check if a smaller reporting company)
☐		Smaller reporting companyo☐
Emerging growth companyo☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐Yes  ox No  x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Title of ClassUnits Outstanding as of October 27, 201729, 2021
Depositary Units Representing
(Representing Limited Partner Interests
Interests)		56,237,98856,842,303

Page 1 of 3933 pages




Table of Contents
CEDAR FAIR, L.P.
INDEX
FORM 10 - Q10-Q CONTENTS
 
3
7
2817
3531
3631
Item 1.
Legal Proceedings
37
Item 1A.Risk Factors
Risk Factors31
37
3832
Item 6.
Exhibits
38
3933



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 September 26, 2021December 31, 2020September 27, 2020
ASSETS      ASSETS
Current Assets:      Current Assets:
Cash and cash equivalents $249,946
 $122,716
 $187,302
Cash and cash equivalents$562,661 $376,736 $225,470 
Receivables 52,303
 35,414
 51,536
Receivables61,749 34,445 40,305 
Inventories 34,240
 26,276
 31,059
Inventories36,861 47,479 50,733 
Current income tax receivableCurrent income tax receivable63,178 69,104 6,208 
Other current assets 18,624
 11,270
 13,809
Other current assets23,922 26,747 17,794 
 355,113
 195,676
 283,706
748,371 554,511 340,510 
Property and Equipment:      Property and Equipment:
Land 272,213
 265,961
 267,175
Land443,001 442,708 438,893 
Land improvements 416,629
 402,013
 394,141
Land improvements485,435 467,176 463,838 
Buildings 707,964
 663,982
 675,440
Buildings857,610 849,404 832,067 
Rides and equipment 1,740,826
 1,643,770
 1,653,274
Rides and equipment1,994,977 1,962,324 1,954,787 
Construction in progress 57,605
 58,299
 34,918
Construction in progress44,415 75,507 83,472 
 3,195,237
 3,034,025
 3,024,948
3,825,438 3,797,119 3,773,057 
Less accumulated depreciation (1,614,727) (1,494,805) (1,498,908)Less accumulated depreciation(2,095,666)(1,995,138)(1,959,443)
 1,580,510
 1,539,220
 1,526,040
1,729,772 1,801,981 1,813,614 
Goodwill 185,010
 179,660
 215,460
Goodwill267,216 266,961 263,860 
Other Intangibles, net 38,532
 37,837
 36,430
Other Intangibles, net50,127 50,288 49,717 
Right-of-Use AssetRight-of-Use Asset14,061 13,527 13,021 
Other Assets 17,407
 20,788
 21,473
Other Assets4,940 6,144 20,796 
 $2,176,572
 $1,973,181
 $2,083,109
$2,814,487 $2,693,412 $2,501,518 
LIABILITIES AND PARTNERS’ EQUITY      LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:      Current Liabilities:
Current maturities of long-term debt $—
 $2,775
 $1,200
Accounts payable 33,710
 20,851
 32,891
Accounts payable$49,085 $14,272 $16,305 
Deferred revenue 86,732
 82,765
 65,748
Deferred revenue186,526 183,354 156,488 
Accrued interest 23,928
 9,986
 10,939
Accrued interest58,919 33,718 50,666 
Accrued taxes 78,657
 58,958
 69,916
Accrued taxes14,706 10,775 13,307 
Accrued salaries, wages and benefits 30,666
 30,358
 42,744
Accrued salaries, wages and benefits63,641 24,975 20,696 
Self-insurance reserves 27,549
 27,063
 26,820
Self-insurance reserves24,286 22,322 22,037 
Other accrued liabilities 20,562
 9,927
 12,348
Other accrued liabilities19,440 10,565 17,864 
 301,804
 242,683
 262,606
416,603 299,981 297,363 
Deferred Tax Liability 112,671
 104,885
 137,712
Deferred Tax Liability47,538 39,595 2,525 
Derivative Liability 14,849
 17,721
 30,185
Derivative Liability28,504 39,086 38,713 
Lease LiabilityLease Liability11,146 10,483 9,873 
Non-Current Deferred RevenueNon-Current Deferred Revenue24,037 10,508 36,180 
Other Liabilities 12,340
 13,162
 12,488
Other Liabilities5,261 5,952 6,260 
Long-Term Debt:      Long-Term Debt:
Term debt 723,385
 594,228
 595,253
Term debt257,559 255,025 256,358 
Notes 936,241
 939,983
 939,418
Notes2,706,484 2,699,219 2,405,576 
 1,659,626
 1,534,211
 1,534,671
2,964,043 2,954,244 2,661,934 
Partners’ Equity:      
Partners’ DeficitPartners’ 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(7)(7)(6)
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, 56,842, 56,706 and 56,706 units outstanding as of September 26, 2021, December 31, 2020 and September 27, 2020, respectivelyLimited partners, 56,842, 56,706 and 56,706 units outstanding as of September 26, 2021, December 31, 2020 and September 27, 2020, respectively(689,662)(674,319)(570,922)
Accumulated other comprehensive incomeAccumulated other comprehensive income1,734 2,599 14,308 
 75,282
 60,519
 105,447
(682,645)(666,437)(551,330)
 $2,176,572
 $1,973,181
 $2,083,109
$2,814,487 $2,693,412 $2,501,518 
    
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

3
Table of Contents
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per unit amounts)
Three months ended Nine months ended Three months endedNine months ended
9/24/2017 9/25/2016 9/24/2017 9/25/2016 September 26, 2021September 27, 2020September 26, 2021September 27, 2020
Net revenues:       Net revenues:
Admissions$361,279
 $361,949
 $598,723
 $604,947
Admissions$381,777 $33,411 $480,849 $60,728 
Food, merchandise and games205,137
 202,341
 356,512
 354,032
Food, merchandise and games235,619 34,462 326,810 57,269 
Accommodations, extra-charge products and other86,273
 85,993
 138,570
 137,776
Accommodations, extra-charge products and other136,008 19,584 179,624 29,681 

652,689
 650,283
 1,093,805
 1,096,755
753,404 87,457 987,283 147,678 
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 revenues59,502 11,638 85,438 20,028 
Operating expenses202,710
 199,292
 447,379
 441,421
Operating expenses273,426 100,818 495,525 274,169 
Selling, general and administrative71,663
 65,099
 151,142
 142,082
Selling, general and administrative90,863 28,145 168,279 76,681 
Depreciation and amortization70,060
 64,685
 126,237
 118,175
Depreciation and amortization77,461 67,436 112,906 127,447 
Loss on impairment / retirement of fixed assets, net1,347
 1,355
 3,057
 5,382
Loss on impairment / retirement of fixed assets, net2,397 727 5,873 8,530 
Loss on impairment of goodwill and other intangiblesLoss on impairment of goodwill and other intangibles— 15,818 — 103,999 
Gain on sale of investment(1,877) —
 (1,877) —
Gain on sale of investment— (11)(2)(11)

396,550
 382,488
 818,314
 799,920
503,649 224,571 868,019 610,843 
Operating income256,139
 267,795
 275,491
 296,835
Operating income (loss)Operating income (loss)249,755 (137,114)119,264 (463,165)
Interest expense21,638
 20,957
 62,472
 61,869
Interest expense46,270 40,376 136,371 104,341 
Net effect of swaps(952) 1,650
 3,717
 8,902
Net effect of swaps(3,186)(1,558)(10,582)19,780 
Loss on early debt extinguishment—
 —
 23,115
 —
Loss on early debt extinguishment— 317 4 2,013 
(Gain) loss on foreign currency(29,193) 7,341
 (35,047) (23,675)
Loss (gain) on foreign currencyLoss (gain) on foreign currency15,163 (9,567)(1,741)11,984 
Other income(416) (58) (464) (84)Other income(243)(28)(348)(337)
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
Income (loss) before taxesIncome (loss) before taxes191,751 (166,654)(4,440)(600,946)
Provision (benefit) for taxesProvision (benefit) for taxes43,764 (30,393)16,859 (116,156)
Net income (loss)Net income (loss)147,987 (136,261)(21,299)(484,790)
Net income (loss) allocated to general partnerNet income (loss) allocated to general partner2 (1)— (5)
Net income (loss) allocated to limited partnersNet income (loss) allocated to limited partners$147,985 $(136,260)$(21,299)$(484,785)
       
Net income$191,315
 $174,987
 $157,929
 $184,484
Net income (loss)Net income (loss)$147,987 $(136,261)$(21,299)$(484,790)
Other comprehensive income (loss), (net of tax):       Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment(11,143) 1,397
 (13,085) (5,447)Foreign currency translation adjustment7,912 (4,820)(865)4,562 
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)Other comprehensive income (loss), (net of tax)7,912 (4,820)(865)4,562 
Total comprehensive income$182,166
 $178,378
 $150,825
 $180,393
Basic income per limited partner unit:       
Total comprehensive income (loss)Total comprehensive income (loss)$155,899 $(141,081)$(22,164)$(480,228)
Basic income (loss) per limited partner unit:Basic income (loss) per limited partner unit:
Weighted average limited partner units outstanding56,078
 55,948
 56,062
 55,922
Weighted average limited partner units outstanding56,628 56,497 56,601 56,469 
Net income per limited partner unit$3.41
 $3.13
 $2.82
 $3.30
Diluted income per limited partner unit:       
Net income (loss) per limited partner unitNet income (loss) per limited partner unit$2.61 $(2.41)$(0.38)$(8.58)
Diluted income (loss) per limited partner unit:Diluted income (loss) per limited partner unit:
Weighted average limited partner units outstanding56,591
 56,365
 56,631
 56,392
Weighted average limited partner units outstanding57,009 56,497 56,601 56,469 
Net income per limited partner unit$3.38
 $3.10
 $2.79
 $3.27
Net income (loss) per limited partner unitNet income (loss) per limited partner unit$2.60 $(2.41)$(0.38)$(8.58)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

4
Table of Contents
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’ DeficitGeneral Partner’s DeficitSpecial L.P. InterestsAccumulated Other Comprehensive Income (Loss)Total Partners’
Deficit
Balance as of June 28, 202056,707 $(436,275)$(5)$5,290 $19,128 $(411,862)
Net loss— (136,260)(1)— — (136,261)
Partnership distribution declared— 2 — — — 2 
Limited partnership units related to equity-based compensation(1)1,612 — — — 1,612 
Tax effect of units involved in treasury unit transactions— (1)— — — (1)
Foreign currency translation adjustment,
net of tax $(711)
— — — — (4,820)(4,820)
Balance as of September 27, 202056,706 $(570,922)$(6)$5,290 $14,308 $(551,330)
Balance as of June 27, 202156,829 $(840,663)$(9)$5,290 $(6,178)$(841,560)
Net income— 147,985 2 — — 147,987 
Limited partnership units related to equity-based compensation13 3,096 — — — 3,096 
Tax effect of units involved in treasury unit transactions— (80)— — — (80)
Foreign currency translation adjustment,
net of tax $1,083
— — — — 7,912 7,912 
Balance as of September 26, 202156,842 $(689,662)$(7)$5,290 $1,734 $(682,645)
For the nine months endedLimited Partnership Units OutstandingLimited Partners’ DeficitGeneral Partner’s DeficitSpecial L.P. InterestsAccumulated Other Comprehensive Income (Loss)Total Partners’
Deficit
Balance as of December 31, 201956,666 $(25,001)$(1)$5,290 $9,746 $(9,966)
Net loss— (484,785)(5)— — (484,790)
Partnership distribution declared ($0.935 per unit)— (53,020)— — — (53,020)
Limited partnership units related to equity-based compensation40 (6,354)— — — (6,354)
Tax effect of units involved in treasury unit transactions— (1,762)— — — (1,762)
Foreign currency translation adjustment, net of tax $1,201— — — — 4,562 4,562 
Balance as of September 27, 202056,706 $(570,922)$(6)$5,290 $14,308 $(551,330)
Balance as of December 31, 202056,706 $(674,319)$(7)$5,290 $2,599 $(666,437)
Net loss— (21,299)— — — (21,299)
Limited partnership units related to equity-based compensation136 7,597 — — — 7,597 
Tax effect of units involved in treasury unit transactions— (1,641)— — — (1,641)
Foreign currency translation adjustment, net of tax $(145)— — — — (865)(865)
Balance as of September 26, 202156,842 $(689,662)$(7)$5,290 $1,734 $(682,645)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.



5
Table of Contents
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Nine months ended
Nine months ended September 26, 2021September 27, 2020
9/24/2017 9/25/2016
CASH FLOWS FROM OPERATING ACTIVITIES   
Net income$157,929
 $184,484
Adjustments to reconcile net income to net cash from operating activities:   
CASH FLOWS FROM (FOR) OPERATING ACTIVITIESCASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net lossNet loss$(21,299)$(484,790)
Adjustments to reconcile net loss to net cash from (for) operating activities:Adjustments to reconcile net loss to net cash from (for) operating activities:
Depreciation and amortization126,237
 118,175
Depreciation and amortization112,906 127,447 
Loss on early debt extinguishment23,115
 —
Loss on early debt extinguishment4 2,013 
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 intangibles— 103,999 
Non-cash foreign currency (gain) loss on debtNon-cash foreign currency (gain) loss on debt(1,930)13,647 
Non-cash equity based compensation expense (benefit)Non-cash equity based compensation expense (benefit)11,910 (1,842)
Non-cash deferred income tax provision (benefit)Non-cash deferred income tax provision (benefit)7,779 (78,296)
Net effect of swapsNet effect of swaps(10,582)19,780 
Other non-cash expenses26,942
 36,004
Other non-cash expenses13,873 12,408 
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 receivables(27,292)22,712 
(Increase) decrease in inventories(Increase) decrease in inventories10,634 (17,950)
(Increase) decrease in tax receivable(Increase) decrease in tax receivable9,908 (41,993)
(Increase) decrease in other assets(Increase) decrease in other assets2,374 (2,727)
Increase (decrease) in accounts payableIncrease (decrease) in accounts payable31,313 (3,499)
Increase (decrease) in deferred revenueIncrease (decrease) in deferred revenue16,631 32,235 
Increase (decrease) in accrued interestIncrease (decrease) in accrued interest25,181 29,380 
Increase (decrease) in accrued salaries, wages and benefitsIncrease (decrease) in accrued salaries, wages and benefits38,659 (8,796)
Increase (decrease) in other liabilitiesIncrease (decrease) in other liabilities10,059 820 
Net cash from (for) operating activitiesNet cash from (for) operating activities230,128 (275,452)
CASH FLOWS FOR INVESTING ACTIVITIES   CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures(152,373) (126,864)Capital expenditures(39,548)(120,883)
Proceeds from sale of investment3,281
 —
Proceeds from sale of investment1,405 2,109 
Purchase of identifiable intangible assets(66) —
Net cash for investing activities(149,158) (126,864)Net cash for investing activities(38,143)(118,774)
CASH FLOWS FOR FINANCING ACTIVITIES   
Term debt borrowings750,000
 —
CASH FLOWS (FOR) FROM FINANCING ACTIVITIESCASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Note borrowings500,000
 —
Note borrowings— 1,000,000 
Term debt payments(617,850) (6,000)Term debt payments— (465,125)
Note payments, including amounts paid for early termination(515,458) —
Distributions paid to partners(144,517) (139,042)Distributions paid to partners— (53,020)
Payment of debt issuance costs(19,684) —
Payment of debt issuance costs(132)(35,738)
Tax effect of units involved in treasury unit transactions(2,560) (1,903)
Payments related to tax withholding for equity compensation(2,053) (920)Payments related to tax withholding for equity compensation(4,583)(4,624)
Net cash for financing activities(52,122) (147,865)
OtherOther(1,371)(1,650)
Net cash (for) from financing activitiesNet cash (for) from financing activities(6,086)439,843 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS5,892
 1,772
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS26 (2,399)
CASH AND CASH EQUIVALENTS   CASH AND CASH EQUIVALENTS
Net increase for the period127,230
 67,745
Net increase for the period185,925 43,218 
Balance, beginning of period122,716
 119,557
Balance, beginning of period376,736 182,252 
Balance, end of period$249,946
 $187,302
Balance, end of period$562,661 $225,470 
SUPPLEMENTAL INFORMATION   SUPPLEMENTAL INFORMATION
Net cash payments for interest expense$48,729
 $61,558
Cash payments for interest expenseCash payments for interest expense$102,682 $69,780 
Interest capitalized1,770
 1,699
Interest capitalized1,457 1,961 
Cash payments for income taxes, net of refunds44,090
 33,141
Net cash payments for income taxesNet cash payments for income taxes5,578 7,533 
Capital expenditures in accounts payable5,582
 3,179
Capital expenditures in accounts payable6,560 1,146 
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

6
Table of Contents
CEDAR FAIR, L.P.
INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8
9
9
10
11
12
14
15
16
16
7
Table of Contents
CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED SEPTEMBER 24, 2017 AND SEPTEMBER 25, 2016


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


(1) Description of the Business and Significant Accounting and Reporting Policies:
Impact of COVID-19 Pandemic
The Partnership’snovel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, had a continuing negative impact in 2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted, including reduced operating days per week and operating hours within each operating day. Following March 14, 2020, Knott's Berry Farm's partial operations in 2020 were limited to culinary festivals.

In May 2021, we opened all of our U.S. properties for the 2021 operating season on a staggered basis with capacity restrictions, guest reservations, and other operating protocols in place. Our 2021 operating calendars were designed to align with anticipated capacity restrictions, guest demand and labor availability, including fewer operating days in July and August at some of our smaller properties and additional operating days in September. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to secure additional labor, we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland is operating with capacity restrictions, guest reservations, and other operating protocols in place. We adjusted and may continue to adjust our 2021 operating calendars as we respond to changes in guest demand, labor availability and any state and local restrictions. Our future operations are dependent on factors outside of 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. Furthermore, 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 depending on the ultimate extent of the effects of the COVID-19 pandemic.

Significant Accounting 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, 2016,2020, which were included in the Form 10-K filed on February 24, 2017.19, 2021. 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 March 2016,December 2019, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment2019-12, Simplifying the Accounting for Income Taxes ("ASU 2016-09"2019-12"). The amendments in ASU 2016-09 are meant to simplify the current accounting for share-based payment transactions, specifically2019-12 simplifies the accounting for income taxes award classification, cash flow presentation,by removing specific exceptions and accounting for forfeitures.clarifying and amending existing guidance under Topic 740, Income Taxes. ASU 2016-092019-12 is effective for annualfiscal years after December 15, 2020 and interim periods beginning after December 15, 2016. The Partnershipwithin those years. Early adoption is permitted, including adoption in any interim period, but all amendments must be adopted this guidance in the first quartersame period. The allowable adoption methods differ under the various amendments. We adopted ASU 2019-12 as of 2017.January 1, 2021. 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'scondensed 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 and related disclosures.

New Accounting Pronouncements
In May 2014,March 2020, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2014-09"2020-04"). The ASU 2020-04 provides optional guidance to ease the potential burden in accounting for a single, principles-based model for revenue recognition(or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that replaces the existing revenue recognition guidance.reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2014-092020-04 is effective for annual 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 early adoption is permitted only as of an annual reporting period beginning afterMarch 12, 2020 through December 15, 2016, including interim reporting periods within that reporting period. The Partnership expects to adopt this standard in the first quarter of 2018 using the modified retrospective method. The Partnership anticipates the primary impact of the adoption on the consolidated financial statements will be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. The Partnership does not anticipate adoption of the standard to have a material effect on the consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases ("ASU 2016-02"). The ASU requires the recognition of lease assets and lease liabilities within the balance sheet by lessees for operating leases, as well as requires additional disclosures in the consolidated financial statements regarding the amount, timing, and uncertainty of cash flows arising from leases. The ASU does not significantly change the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee, nor does the ASU change the accounting applied by a lessor. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. This ASU requires a modified retrospective method and applies to the earliest period presented in the financial statements. The Partnership expects to adopt this standard in the first quarter of 2019. While the Partnership is still31, 2022. 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.
8

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 eliminates step two from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount
Table of goodwill. ASU 2017-04 is effective for annual and any interim impairment tests for periods beginning after 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 adopted the standard for its 2017 annual impairment test which is currently in process. The Partnership does not anticipate the adoption of the standard to have a material effect on the consolidated financial statements.Contents

(2) Interim Reporting:
The Partnership owns and operates elevenWe are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, two separately gated outdoor water parks one indoor water park and five hotels. The Partnership'scomplementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm, which is typically open daily on a year-round basis. Our seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day. After 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 theirCOVID-19 impacted our parks' operating seasons approximately 20 to 25 days to include WinterFest, a holiday event operating during Novembercalendars in 2020 and December. Knott's Berry Farm continues to be open daily on a year-round basis. Castaway Bay is generally open daily from Memorial Day to Labor Day with an additional limited daily schedule for the balance of the year.2021 as described within Note 1.


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. For those operating costs that are expensed over each park's operating season, we recognize expense over each park's planned operating days. In 2020, pre-COVID-19 budgeted operating days represented each park's planned operating days. Pre-COVID-19 budgeted operating days more accurately reflected incurred expense, resulted in greater consistency between parks and with historical results, and was more consistent with our interim reporting accounting procedures compared with updating our procedures to recognize expense over the much fewer actual operating days in 2020.



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

The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented. The amounts are not comparable due to the effects of the COVID-19 pandemic.
Three months endedNine months ended
(In thousands)September 26, 2021September 27, 2020September 26, 2021September 27, 2020
In-park revenues$692,013 $61,764 $882,679 $106,008 
Out-of-park revenues83,074 29,051 134,054 46,705 
Concessionaire remittance(21,683)(3,358)(29,450)(5,035)
Net revenues$753,404 $87,457 $987,283 $147,678 
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.

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

Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders received a full season of access to our parks. In addition, four of our parks provided their season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season. We identified the loyalty reward as a separate performance obligation and allocated revenue to the season pass and loyalty reward in a manner consistent with other bundled products. The extended validity of the 2020 season-long products, and
9
Table of Contents
to a much lesser extent the loyalty reward offering, resulted in a significant amount of revenue being deferred into 2021. In the first quarter of 2021 and in addition to the extended validity through 2021, Knott's Berry Farm also offered a day-for-day extension into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in 2021, as well as a further extension for out-of-state season pass holders due to more restrictive state guidelines for out-of-state visitors. In the second quarter of 2021, Canada's Wonderland extended its 2020 and 2021 season passes through September 5, 2022. No other parks offered similar plans. We expect deferred revenue related to our outstanding 2020 and 2021 season-long products to be realized within 12 months from the balance sheet date. In order to calculate revenue recognized on 2020 season-long products, management made significant estimates regarding the estimated number of uses expected for these season-long products for admission, dining, beverage and other products for the 2021 and 2022 operating seasons. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

Of the $183.4 million of current deferred revenue recorded as of January 1, 2021, 90% 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. Approximately $141 million of the current deferred revenue balance as of January 1, 2021 was recognized during the nine months ended September 26, 2021. We also had recorded $10.5 million of non-current deferred revenue as of January 1, 2021 which largely represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2039.

Most deferred revenue from contracts with customers is classified as current within the balance sheet. However, a portion of deferred revenue from contracts with customers is typically classified as non-current during the third quarter related to season-long products sold in the current season for use in the subsequent season. Season-long products are typically sold beginning in August of the year preceding the operating season. Season-long products may subsequently be recognized 12 to 16 months after purchase depending on the date of sale. We estimate the number of uses expected outside of the next twelve months for each type of product and classify the related deferred revenue as non-current within "Non-Current Deferred Revenue" in the unaudited condensed consolidated balance sheets. As of September 26, 2021, $13.9 million of the total non-current deferred revenue balance represented estimated fourth quarter 2022 usage of 2022 season-long products. As of September 27, 2020 and due to the extension of the validity of the 2020 season-long products into 2021, $27.1 million of the total non-current deferred revenue balance represented estimated fourth quarter 2021 usage of both 2020 and 2021 season-long products. The remainder of the non-current deferred revenue balance in both periods was largely attributable to the lease of a portion of the California's Great America parking lot.

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 typically highest in the peak summer months and lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of September 26, 2021, December 31, 2020 and September 27, 2020, we recorded a $14.4 million, $8.7 million and $8.5 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends, including an adjustment for the impact of the COVID-19 pandemic 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. Due to the effects of the COVID-19 pandemic and given the uncertainty around the timing of the reopening of our parks, we paused collections on our installment purchase plans in April 2020. For those parks which opened during the summer of 2020, we resumed collections of guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's Wonderland where we resumed collections in June 2021.

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


TheWe concluded indicators of impairment did not exist during the first nine months of 2021. We based our conclusion on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived operating assetassets for impairment. We concluded the estimated fair values of the long-lived assets at Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston (collectively "the Schlitterbahn parks") no longer exceeded the related carrying values during the first quarter of 2020. Therefore, we recorded a $2.7 million impairment test involves a two-step process. The first step is a comparison of each asset group'scharge equal to the difference between the fair value and the carrying value to its estimated undiscounted future cash flows expected to result from the useamounts of the assets in "Loss on impairment /
10
Table of Contents
retirement of fixed assets" within the unaudited condensed consolidated statement of operations and comprehensive loss during the first quarter of 2020. The fair value of the long-lived assets was determined using a real and personal property appraisal which was performed in accordance with ASC 820 - Fair Value Measurement. We performed additional impairment testing during the third quarter of 2020 due to a further decline in our financial performance projections. Our impairment testing during the third quarter of 2020 resulted in no further impairment of our long-lived assets. Management made significant estimates in performing the impairment tests, including disposition. Projectedthe anticipated time frame to re-open our parks and the related anticipated demand upon re-opening our parks. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

Remaining acreage from the former WildWater Kingdom, a separately gated outdoor water park near Cleveland in Aurora, Ohio, was recorded within "Other Assets" in the prior period unaudited condensed consolidated balance sheets ($2.1 million as of December 31, 2020 and $7.5 million as of September 27, 2020). All remaining acreage from this property was sold during the second quarter of 2021.

(5) Goodwill and Other Intangible Assets:
Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. During the first nine months of 2021, we concluded indicators of impairment did not exist. We based our conclusion on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our goodwill and indefinite-lived intangible assets for impairment. 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. We also recorded an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third 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.

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 reflect management'susing 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.expenditures, the anticipated time frame to re-open our parks, and the related anticipated demand upon re-opening our parks. Other significant estimates and assumptions includeincluded terminal value growth rates. Ifrates, 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 charges recognized were 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 the asset group is higher than its undiscounted future cash flows, there is an indication thatour trade names was calculated using a relief-from-royalty model. The impairment exists and the second step must be performed to measurecharges recognized were for the amount of impairment loss. Theby which the trade name's carrying amount of impairment is determined by comparingexceeded its fair value.

Management made significant estimates calculating the fair value of our reporting units and trade names. Actual results could materially differ from these estimates depending on 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 valueultimate extent 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 valueeffects of the non-operating assets is less than their carrying value, an impairment charge is recorded for the difference.COVID-19 pandemic.


During the third quarter of 2016, the Partnership ceased operations of one of its separately gated outdoor water parks, Wildwater Kingdom, located near Cleveland in Aurora, Ohio. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset was the approximate 670 acres of land owned by the Partnership. This land had an associated carrying value of $17.1 million. The Partnership assessed the remaining asset and concluded there was no impairment during the third quarter of 2016. The remaining Wildwater Kingdom acreage, reduced by acreage sold, is classified as assets held-for-sale within "Other Assets"Changes in the unaudited condensed consolidated balance sheet ($16.5 million as of September 24, 2017).

(4) Goodwill and Other Intangible Assets:
Goodwill and other indefinite-lived intangible assets, including trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. As of September 24, 2017, there were no indicators of impairment. The Partnership's annual testing date is the first day of the fourth quarter. There were no impairments for any period presented.

A summary of changes in the Partnership’s carrying value of goodwill for the nine months ended September 24, 201726, 2021 and September 25, 2016 is as follows:27, 2020 were:
(In thousands)Goodwill
Balance as of December 31, 2020$266,961 
Foreign currency translation255 
Balance as of September 26, 2021$267,216 
Balance as of December 31, 2019$359,654 
Impairment(93,929)
Foreign currency translation(1,865)
Balance as of September 27, 2020$263,860 

11
(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 quarterTable of 2016, management reassessed its accounting for the deferred income tax effects related to its Canadian disregarded entity temporary differences that were recorded in purchase accounting at the time of the acquisition. As a result, to appropriately reflect these tax effects, the Partnership recorded an adjustment that reduced goodwill and deferred tax liabilities by $33.9 million as of December 31, 2016. The adjustment did not impact the statement of operations and comprehensive income or the statement of cash flows for any period presented.Contents

As of September 24, 2017,26, 2021, December 31, 2016,2020, and September 25, 2016, the Partnership’s27, 2020, other intangible assets consisted of the following:
(In thousands)Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Value
September 26, 2021
Other intangible assets:
Trade names$49,511 $— $49,511 
License / franchise agreements4,262 (3,646)616 
Total other intangible assets$53,773 $(3,646)$50,127 
December 31, 2020
Other intangible assets:
Trade names$49,454 $— $49,454 
License / franchise agreements4,259 (3,425)834 
Total other intangible assets$53,713 $(3,425)$50,288 
September 27, 2020
Other intangible assets:
Trade names$48,764 $— $48,764 
License / franchise agreements4,257 (3,304)953 
Total other intangible assets$53,021 $(3,304)$49,717 

(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

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

(5)(6) Long-Term Debt:
Long-term debt as of September 24, 2017,26, 2021, December 31, 2016,2020, and September 25, 201627, 2020 consisted of the following:
(In thousands)September 26, 2021December 31, 2020September 27, 2020
U.S. term loan averaging 1.86% YTD 2021; 2.70% in 2020; 2.85% YTD 2020 (1)$264,250 $264,250 $264,250 
Notes
2024 U.S. fixed rate senior unsecured notes at 5.375%450,000 450,000 450,000 
2025 U.S. fixed rate senior secured notes at 5.500%1,000,000 1,000,000 1,000,000 
2027 U.S. fixed rate senior unsecured notes at 5.375%500,000 500,000 500,000 
2028 U.S. fixed rate senior unsecured notes at 6.500%300,000 300,000 — 
2029 U.S. fixed rate senior unsecured notes at 5.250%500,000 500,000 500,000 
3,014,250 3,014,250 2,714,250 
Less debt issuance costs and original issue discount(50,207)(60,006)(52,316)
$2,964,043 $2,954,244 $2,661,934 
(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 7).
(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 (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. In September 2020, in response to the continuing effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (subsequently referred to as the "Third Amended 2017 Credit Agreement" or "Third Amendment") to further suspend and revise certain of the financial covenants and extend the maturity of and adjust the terms that apply to a portion of our senior secured revolving credit facility. The facilities provided under the Third Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.


TermsIn connection with the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of $100 million bringing our total senior secured revolving credit facility capacity under the 2017 Credit Agreement include a revolving credit facilityto $375
12
Table of a combined $275 Contents
million with a Canadian sub-limit of $15 million. Borrowings under the seniorSenior secured revolving credit facility bearborrowings following the Second Amendment bore 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 2022bps and also provides for the issuance of documentary and standby letters of credit. The 2017 Credit Agreement requiresrequired the payment of a 37.5 bps commitment fee per annum on the unused portion of the revolving credit facility. The revolving credit facility was scheduled to mature in April 2022 under the Second Amendment. In September 2020, the Third Amendment extended the maturity date of $300 million of the $375 million senior secured revolving credit facility to December 2023 (which portion of the facility is subsequently referred to as the "2023 Revolving Credit Facility Capacity"). Under the Third Amendment, the 2023 Revolving Credit Facility Capacity bears interest at LIBOR plus 350 bps or CDOR plus 250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the 2023 Revolving Credit Facility Capacity, in each case without any step-downs. The terms of the remaining $75 million available under the senior secured revolving credit facility remain unchanged from the Second Amendment. Prior to the Second Amendment and Third Amendment, our senior secured revolving credit facility had a combined limit of $275 million with a Canadian sub-limit of $15 million and bore interest at LIBOR or CDOR plus 200 bps. The Third Amended 2017 Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of September 26, 2021, no borrowings were outstanding under the revolving credit facility.

Notes
In April 2020, as a result of the anticipated effects of the COVID-19 pandemic and in connection with the Second Amendment, we issued $1.0 billion of 5.500% senior secured notes due 2025 ("2025 senior notes") in a private placement. The 2025 senior notes and the related guarantees 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, 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 due 2024 ("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 due 2027 ("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, the Partnership2019, we issued $450$500 million of 5.375%5.250% senior unsecured notes due 2029 ("June 20142029 senior notes"), maturing in 2024.. The Partnership's June 20142029 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.



In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes"). The net proceeds from the offering of the 2028 senior notes is to be used for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 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 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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

13
Table of Contents
Covenants
The Third Amended 2017 Credit Agreement includesincludes: (i) a ConsolidatedSenior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which if breachedwill step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA Quarters"); (ii) a requirement that we maintain a minimum liquidity level of at least $125 million, tested at all times, until the earlier of December 31, 2022 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022); and (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 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 reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x consolidated total debt-to-consolidated EBITDA. As of September 24, 2017, the Partnership wasfiscal quarter. We were in compliance with thisthe applicable financial condition covenant and all other covenants under the Third Amended 2017 Credit Agreement.Agreement during the nine months ended September 26, 2021.


The Partnership's long-term debtOur fixed rate note agreements 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 September 26, 2021.


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

(6)(7) Derivative Financial Instruments:
Derivative financial instruments are used within the Partnership’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 with a notional value of $500 million that convert one-month variable rate LIBOR to extend eacha fixed rate of 2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the maturities by two years toimpact of interest rate swap agreements. As of September 27, 2020, we had 4 additional interest rate swap agreements that matured on December 31, 2020 and effectively convert $500 millionconverted the same notional amount of variable-rate debtone-month variable rate LIBOR to a fixed rate of 2.64%. As a resultNaN of the amendments, the previously existing interest rate swap agreements were de-designated, and the amounts recorded in AOCI are being amortized into earnings through the original December 31, 2018 maturity. The amended interest rate swap agreements are not designated as hedging instruments.

The fair market value of the Partnership'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 LocationSeptember 26, 2021December 31, 2020September 27, 2020
Derivatives not designated as hedging instruments:
Interest Rate SwapsOther accrued liabilities$— $— $(4,303)
Derivative Liability(28,504)(39,086)(38,713)
$(28,504)$(39,086)$(43,016)
Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" inwithin the unaudited condensed consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a componentincome (loss).

14
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)(8) Fair Value Measurements:
The FASB's Accounting Standards Codification (ASC) 820 - Fair Value Measurements and Disclosures emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, FASB ASC 820 establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process. Quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

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

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

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The table below presents the balances of assets and liabilities measured at fair value as of September 24, 2017,26, 2021, December 31, 2016,2020, and September 25, 201627, 2020 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 LevelSeptember 26, 2021December 31, 2020September 27, 2020
Carrying ValueFair 
Value		Carrying ValueFair 
Value		Carrying ValueFair 
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investmentsOther current assetsLevel 1$561 $561 $280 $280 $163 $163 
Interest rate swaps
Derivative Liability (1)
Level 2$(28,504)$(28,504)$(39,086)$(39,086)$(43,016)$(43,016)
Other financial assets (liabilities):
Term debt
Long-Term Debt (2)
Level 2$(264,250)$(258,965)$(264,250)$(253,680)$(264,250)$(244,431)
2024 senior notes
Long-Term Debt (2)
Level 1$(450,000)$(454,500)$(450,000)$(451,125)$(450,000)$(433,125)
2025 senior notes
Long-Term Debt (2)
Level 2$(1,000,000)$(1,040,000)$(1,000,000)$(1,043,750)$(1,000,000)$(1,010,000)
2027 senior notes
Long-Term Debt (2)
Level 1$(500,000)$(514,375)$(500,000)$(507,500)$(500,000)$(487,500)
2028 senior notes
Long-Term Debt (2)
Level 1 (3)
$(300,000)$(322,500)$(300,000)$(318,000)— — 
2029 senior notes
Long-Term Debt (2)
Level 1$(500,000)$(512,500)$(500,000)$(505,625)$(500,000)$(476,250)
(In thousands)
Unaudited Condensed 
Consolidated Balance Sheet Location
Fair Value Hierarchy Level September 24, 2017 December 31, 2016 September 25, 2016
 Carrying Value
Fair 
Value
 Carrying Value
Fair 
Value
 Carrying Value
Fair 
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investmentsOther current assetsLevel 1 $688
$688
 —
—
 —
—
Interest rate swap agreements not designated as cash flow hedgesDerivative LiabilityLevel 2 $(14,849)$(14,849) $(17,721)$(17,721) $(30,185)$(30,185)
Other financial assets (liabilities):
March 2013 term debt
Long-Term Debt (1)
Level 2 —
—
 $(600,075)$(603,075) $(601,650)$(603,154)
April 2017 term debt
Long-Term Debt (1)
Level 2 $(735,000)$(740,513) —
—
 —
—
March 2013 notes
Long-Term Debt (1)
Level 1 —
—
 $(500,000)$(510,000) $(500,000)$(520,000)
June 2014 notes
Long-Term Debt (1)
Level 1 $(450,000)$(472,500) $(450,000)$(462,375) $(450,000)$(477,000)
April 2017 notes
Long-Term Debt (1)
Level 2 $(500,000)$(527,500) —
—
 —
—
(1)As of September 27, 2020, $4.3 million of the fair value of our swap portfolio 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 $50.2 million, $60.0 million, and $52.3 million as of September 26, 2021, December 31, 2020, and September 27, 2020, 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 2028 senior notes were based on Level 1 inputs as of September 26, 2021 and Level 2 inputs as of December 31, 2020.

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 effects 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 during the first and third quarters of 2020. We concluded the estimated fair value of goodwill and long-lived assets at the Schlitterbahn parks reporting unit and the Schlitterbahn trade name, and the estimated fair value of goodwill at the Dorney Park reporting unit no longer exceeded their carrying values. Therefore, as of March 29, 2020 and September 27, 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. We also recorded an $11.3 million and $2.2 million impairment charge to goodwill and the trade name at the Schlitterbahn parks, respectively, and a $2.3 million impairment charge to goodwill at Dorney Park during the third 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.

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, the related anticipated demand upon re-opening our parks, 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, the related anticipated demand upon re-opening our parks, 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, 2017,26, 2021, December 31, 2016,2020 or September 25, 2016.27, 2020.


(8) Earnings
15
Table of Contents
(9) Income (Loss) per Unit:
Net income (loss) per limited partner unit iswas calculated based on the following unit amounts:
 Three months endedNine months ended
(In thousands, except per unit amounts)September 26, 2021September 27, 2020September 26, 2021September 27, 2020
Basic weighted average units outstanding56,628 56,497 56,601 56,469 
Effect of dilutive units:
Deferred units46 — — — 
Performance units92 — — — 
Restricted units217 — — — 
Unit options26 — — — 
Diluted weighted average units outstanding57,009 56,497 56,601 56,469 
Net income (loss) per unit - basic$2.61 $(2.41)$(0.38)$(8.58)
Net income (loss) per unit - diluted$2.60 $(2.41)$(0.38)$(8.58)

There were approximately 0.3 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the three months ended September 27, 2020 as their effect would have been anti-dilutive due to the net loss in the period. There were approximately 0.7 million and 0.4 million potentially dilutive units excluded for the nine months ended September 26, 2021 and September 27, 2020, respectively, as their effect would also have been anti-dilutive due to the net loss in each period.

 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)(10) 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). Our consolidated estimated annual effective tax rate differs from the statutory federal income tax rate primarily due to state, local and foreign income taxes, certain partnership level income not being subject to federal tax and beneficial rate differences on loss carry backs allowed by 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 these changes, we expect to recognize two benefits. First, we expect to carry back tax year 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 $79.7 million. Second, as of September 26, 2021, the annual effective tax rate included a net benefit of $2.3 million from carrying back the projected tax year 2020 losses of the Partnership’s corporate subsidiaries. In additionThis tax benefit represents an estimated incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The overall benefit of the carryback of losses was decreased by $7.2 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 income taxes on its corporate subsidiaries, the Partnership is subject to a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its subsidiaries.be utilized.


As of September 26, 2021, $79.7 million in tax refunds attributable to the endnet operating loss in tax year 2020 being carried back to prior years in the United States, and an additional $9.5 million in tax refunds attributable to the net operating loss of our Canadian corporate subsidiary being carried back to prior years in Canada, were recorded within "Current income tax receivable" in the unaudited condensed consolidated balance sheet. We anticipate receiving these tax refunds in the fourth quarter of 2021. These amounts were offset by accrued tax payments within the same jurisdictions for tax year 2021.

Additional benefits from the CARES Act included an $8.2 million deferral of the thirdemployer's share of Social Security taxes due in 50% increments in the fourth quarter of 2017,2021 and the Partnership hasfourth quarter of 2022. As of September 26, 2021, the current portion was recorded $0.7 million of unrecognizedin "Accrued salaries, wages and benefits" and the non-current portion was recorded in "Other Liabilities" within the unaudited condensed consolidated balance sheet.

Unrecognized 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 in theas income tax provision. The Partnership does not anticipate that the balanceexpense.

16
Table of the unrecognized tax benefit will change significantly over the next 12 months.Contents

(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:

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

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

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

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

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



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

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


CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 24, 2017
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $—
 $—
 $92,047
 $160,593
 $(2,694) $249,946
Receivables —
 1,285
 33,158
 837,594
 (819,734) 52,303
Inventories —
 —
 2,423
 31,817
 —
 34,240
Other current assets 275
 12,843
 743
 16,829
 (12,066) 18,624
  275
 14,128
 128,371
 1,046,833
 (834,494) 355,113
Property and Equipment, net —
 842
 183,205
 1,396,463
 —
 1,580,510
Investment in Park 566,548
 1,016,857
 224,464
 222,953
 (2,030,822) —
Goodwill 674
 —
 64,730
 119,606
 —
 185,010
Other Intangibles, net —
 —
 14,443
 24,089
 —
 38,532
Deferred Tax Asset —
 32,190
 —
 —
 (32,190) —
Other Assets —
 —
 53
 17,354
 —
 17,407
  $567,497
 $1,064,017
 $615,266
 $2,827,298
 $(2,897,506) $2,176,572
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Accounts payable $478,416
 $345,150
 $6,431
 $26,141
 $(822,428) $33,710
Deferred revenue —
 —
 7,137
 79,595
 —
 86,732
Accrued interest 292
 195
 9,209
 14,232
 —
 23,928
Accrued taxes 1,589
 —
 14,910
 74,224
 (12,066) 78,657
Accrued salaries, wages and benefits —
 28,306
 2,360
 —
 —
 30,666
Self-insurance reserves —
 12,090
 1,725
 13,734
 —
 27,549
Other accrued liabilities 2,985
 7,772
 499
 9,306
 —
 20,562
  483,282
 393,513
 42,271
 217,232
 (834,494) 301,804
Deferred Tax Liability —
 —
 19,511
 125,350
 (32,190) 112,671
Derivative Liability 8,933
 5,916
 —
 —
 —
 14,849
Other Liabilities —
 1,398
 —
 10,942
 —
 12,340
Long-Term Debt:            
Term debt —
 127,402
 —
 595,983
 —
 723,385
Notes —
 —
 444,874
 491,367
 —
 936,241
  —
 127,402
 444,874
 1,087,350
 —
 1,659,626
             
Equity 75,282
 535,788
 108,610
 1,386,424
 (2,030,822) 75,282
  $567,497
 $1,064,017
 $615,266
 $2,827,298
 $(2,897,506) $2,176,572




CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2016
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $—
 $—
 $65,563
 $58,178
 $(1,025) $122,716
Receivables —
 1,409
 28,019
 576,975
 (570,989) 35,414
Inventories —
 —
 1,371
 24,905
 —
 26,276
Other current assets 173
 796
 2,229
 9,833
 (1,761) 11,270
  173
 2,205
 97,182
 669,891
 (573,775) 195,676
Property and Equipment, net —
 844
 175,358
 1,363,018
 —
 1,539,220
Investment in Park 798,076
 937,626
 200,075
 324,282
 (2,260,059) —
Goodwill 674
 —
 59,381
 119,605
 —
 179,660
Other Intangibles, net —
 —
 13,255
 24,582
 —
 37,837
Deferred Tax Asset —
 33,303
 —
 —
 (33,303) —
Other Assets —
 2,000
 108
 18,680
 —
 20,788
  $798,923
 $975,978
 $545,359
 $2,520,058
 $(2,867,137) $1,973,181
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $—
 $572
 $64
 $2,139
 $—
 2,775
Accounts payable 428,396
 145,258
 740
 18,471
 (572,014) 20,851
Deferred revenue —
 —
 5,601
 77,164
 —
 82,765
Accrued interest 4,613
 3,207
 2,057
 109
 —
 9,986
Accrued taxes 405
 18,653
 —
 41,661
 (1,761) 58,958
Accrued salaries, wages and benefits —
 29,227
 1,131
 —
 —
 30,358
Self-insurance reserves —
 12,490
 1,321
 13,252
 

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

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
September 25, 2016
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS            
Current Assets:            
Cash and cash equivalents $—
 $—
 $75,562
 $111,740
 $—
 $187,302
Receivables (5) 1,387
 24,964
 585,190
 (560,000) 51,536
Inventories —
 —
 1,519
 29,540
 —
 31,059
Other current assets 275
 24,479
 680
 12,800
 (24,425) 13,809
  270
 25,866
 102,725
 739,270
 (584,425) 283,706
Property and Equipment, net —
 876
 179,172
 1,345,992
 —
 1,526,040
Investment in Park 820,465
 963,870
 197,538
 347,137
 (2,329,010) —
Goodwill 674
 —
 95,180
 119,606
 —
 215,460
Other Intangibles, net —
 —
 13,519
 22,911
 —
 36,430
Deferred Tax Asset —
 3,651
 —
 —
 (3,651) —
Other Assets —
 1,999
 123
 19,351
 —
 21,473
  $821,409
 $996,262
 $588,257
 $2,594,267
 $(2,917,086) $2,083,109
LIABILITIES AND PARTNERS’ EQUITY            
Current Liabilities:            
Current maturities of long-term debt $—
 $247
 $28
 $925
 $—
 $1,200
Accounts payable 399,384
 164,335
 1,342
 27,830
 (560,000) 32,891
Deferred revenue —
 —
 5,091
 60,657
 —
 65,748
Accrued interest 875
 597
 7,784
 1,683
 —
 10,939
Accrued taxes 3,325
 —
 14,109
 76,907
 (24,425) 69,916
Accrued salaries, wages and benefits —
 40,588
 2,156
 —
 —
 42,744
Self-insurance reserves —
 12,394
 1,567
 12,859
 —
 26,820
Other accrued liabilities 2,358
 3,532
 510
 5,948
 —
 12,348
  405,942
 221,693
 32,587
 186,809
 (584,425) 262,606
Deferred Tax Liability —
 —
 19,497
 121,866
 (3,651) 137,712
Derivative Liability 18,111
 12,074
 —
 —
 —
 30,185
Other Liabilities —
 1,520
 —
 10,968
 —
 12,488
Long-Term Debt:            
Term debt —
 123,996
 13,616
 457,641
 —
 595,253
Notes 291,909
 203,025
 444,484
 —
 —
 939,418
  291,909
 327,021
 458,100
 457,641
 —
 1,534,671
             
Equity 105,447
 433,954
 78,073
 1,816,983
 (2,329,010) 105,447
  $821,409
 $996,262
 $588,257
 $2,594,267
 $(2,917,086) $2,083,109


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



CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended September 25, 2016
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $92,371
 $172,703
 $77,164
 $606,823
 $(298,778) $650,283
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 6,417
 45,640
 —
 52,057
Operating expenses (10) 119,140
 17,885
 361,055
 (298,778) 199,292
Selling, general and administrative 610
 21,412
 4,413
 38,664
 —
 65,099
Depreciation and amortization —
 9
 7,624
 57,052
 —
 64,685
Loss on impairment / retirement of fixed assets, net —
 —
 57
 1,298
 —
 1,355
  600
 140,561
 36,396
 503,709
 (298,778) 382,488
Operating income 91,771
 32,142
 40,768
 103,114
 —
 267,795
Interest expense, net 7,984
 5,759
 6,323
 833
 —
 20,899
Net effect of swaps 959
 691
 —
 —
 —
 1,650
Loss on foreign currency —
 —
 7,337
 4
 —
 7,341
Other (income) expense 62
 (29,663) 1,302
 28,299
 —
 —
Income from investment in affiliates (98,451) (62,240) (12,574) (28,737) 202,002
 —
Income before taxes 181,217
 117,595
 38,380
 102,715
 (202,002) 237,905
Provision for taxes 6,230
 19,142
 9,643
 27,903
 —
 62,918
Net income $174,987
 $98,453
 $28,737
 $74,812
 $(202,002) $174,987
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment 1,397
 —
 1,397
 —
 (1,397) 1,397
Unrealized gain on cash flow hedging derivatives 1,994
 606
 —
 —
 (606) 1,994
Other comprehensive income (loss), (net of tax) 3,391
 606
 1,397
 —
 (2,003) 3,391
Total comprehensive income $178,378
 $99,059
 $30,134
 $74,812
 $(204,005) $178,378
























CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 24, 2017
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $92,672
 $262,739
 $114,141
 $1,019,399
 $(395,146) $1,093,805
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 10,569
 81,807
 —
 92,376
Operating expenses —
 248,047
 37,701
 556,777
 (395,146) 447,379
Selling, general and administrative 2,254
 51,358
 8,592
 88,938
 —
 151,142
Depreciation and amortization —
 26
 12,869
 113,342
 —
 126,237
Loss on impairment / retirement of fixed assets, net —
 —
 542
 2,515
 —
 3,057
Gain on sale of investment —
 (1,877) —
 —
 —
 (1,877)
  2,254
 297,554
 70,273
 843,379
 (395,146) 818,314
Operating income (loss) 90,418
 (34,815) 43,868
 176,020
 —
 275,491
Interest expense, net 18,285
 13,893
 18,317
 11,578
 —
 62,073
Net effect of swaps 2,162
 1,555
 —
 —
 —
 3,717
Loss on early debt extinguishment 11,773
 8,188
 198
 2,956
 —
 23,115
Gain on foreign currency —
 (27) (35,020) —
 —
 (35,047)
Other (income) expense 187
 (56,623) 2,640
 53,731
 —
 (65)
Income from investment in affiliates (108,835) (109,414) (24,389) (58,648) 301,286
 —
Income before taxes 166,846
 107,613
 82,122
 166,403
 (301,286) 221,698
Provision (benefit) for taxes 8,917
 (1,223) 23,473
 32,602
 —
 63,769
Net income $157,929
 $108,836
 $58,649
 $133,801
 $(301,286) $157,929
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment (13,085) —
 (13,085) —
 13,085
 (13,085)
Unrealized gain on cash flow hedging derivatives 5,981
 1,816
 —
 —
 (1,816) 5,981
Other comprehensive income (loss), (net of tax) (7,104) 1,816
 (13,085) —
 11,269
 (7,104)
Total comprehensive income $150,825
 $110,652
 $45,564
 $133,801
 $(290,017) $150,825



CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Nine Months Ended September 25, 2016
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
Net revenues $131,215
 $271,069
 $107,637
 $1,036,162
 $(449,328) $1,096,755
Costs and expenses:            
Cost of food, merchandise, and games revenues —
 —
 9,389
 83,471
 —
 92,860
Operating expenses 2
 246,624
 36,249
 607,874
 (449,328) 441,421
Selling, general and administrative 2,264
 49,307
 8,757
 81,754
 —
 142,082
Depreciation and amortization —
 27
 13,022
 105,126
 —
 118,175
Loss on impairment / retirement of fixed assets, net —
 —
 83
 5,299
 —
 5,382
  2,266
 295,958
 67,500
 883,524
 (449,328) 799,920
Operating income (loss) 128,949
 (24,889) 40,137
 152,638
 —
 296,835
Interest expense, net 23,776
 17,830
 18,672
 1,507
 —
 61,785
Net effect of swaps 5,617
 3,285
 —
 —
 —
 8,902
(Gain) loss on foreign currency —
 —
 (23,679) 4
 —
 (23,675)
Other (income) expense 187
 (69,801) 3,051
 66,563
 —
 —
Income from investment in affiliates (94,910) (78,515) (18,008) (44,399) 235,832
 —
Income before taxes 194,279
 102,312
 60,101
 128,963
 (235,832) 249,823
Provision for taxes 9,795
 7,403
 15,701
 32,440
 —
 65,339
Net income $184,484
 $94,909
 $44,400
 $96,523
 $(235,832) $184,484
Other comprehensive income (loss), (net of tax):            
Foreign currency translation adjustment (5,447) —
 (5,447) —
 5,447
 (5,447)
Unrealized gain on cash flow hedging derivatives 1,356
 455
 —
 —
 (455) 1,356
Other comprehensive income (loss), (net of tax) (4,091) 455
 (5,447) —
 4,992
 (4,091)
Total comprehensive income $180,393
 $95,364
 $38,953
 $96,523
 $(230,840) $180,393

























CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 24, 2017
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING ACTIVITIES $61,966
 $(3,954) $40,125
 $227,588
 $(3,107) $322,618
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES            
Intercompany receivables (payments) receipts —
 —
 —
 (248,190) 248,190
 —
Proceeds from returns on investments 338,000
 15,500
 —
 146,500
 (500,000) —
Proceeds from sale of investment —
 3,281
 —
 —
 —
 3,281
Purchase of identifiable intangible assets —
 —
 —
 (66) —
 (66)
Capital expenditures —
 (25) (5,679) (146,669) —
 (152,373)
Net cash from (for) investing activities 338,000
 18,756
 (5,679) (248,425) (251,810) (149,158)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Intercompany payables (payments) receipts 50,003
 198,187
 —
 —
 (248,190) —
Payments for returns of capital —
 —
 —
 (500,000) 500,000
 —
Term debt borrowings —
 131,000
 —
 619,000
 —
 750,000
Note borrowings —
 —
 —
 500,000
 —
 500,000
Term debt payments —
 (126,619) (13,854) (477,377) —
 (617,850)
Note payments, including amounts paid for early termination (304,014) (211,444) —
 —
 —
 (515,458)
Distributions paid to partners (145,955) —
 —
 —
 1,438
 (144,517)
Payment of debt issuance costs —
 (1,313) —
 (18,371) —
 (19,684)
Tax effect of units involved in treasury unit transactions —
 (2,560) —
 —
 —
 (2,560)
Payments related to tax withholding for equity compensation —
 (2,053) —
 —
 —
 (2,053)
Net cash from (for) financing activities (399,966) (14,802) (13,854) 123,252
 253,248
 (52,122)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
 —
 5,892
 —
 —
 5,892
CASH AND CASH EQUIVALENTS            
Net increase for the period —
 —
 26,484
 102,415
 (1,669) 127,230
Balance, beginning of period —
 —
 65,563
 58,178
 (1,025) 122,716
Balance, end of period $—
 $—
 $92,047
 $160,593
 $(2,694) $249,946

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Nine Months Ended September 25, 2016
(In thousands)
  Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
             
NET CASH FROM (FOR) OPERATING
ACTIVITIES		 $99,232
 $(54,042) $41,273
 $256,105
 $(1,866) $340,702
CASH FLOWS FOR INVESTING ACTIVITIES            
Intercompany receivables (payments) receipts —
 —
 —
 (22,771) 22,771
 —
Capital expenditures —
 —
 (6,451) (120,413) —
 (126,864)
Net cash for investing activities —
 —
 (6,451) (143,184) 22,771
 (126,864)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES            
Term debt payments —
 (1,237) (138) (4,625) —
 (6,000)
Distributions paid to partners (140,908) —
 —
 —
 1,866
 (139,042)
Intercompany payables (payments) receipts (35,331) 58,102
 —
 —
 (22,771) —
Tax effect of units involved in treasury unit transactions —
 (1,903) —
 —
 —
 (1,903)
Payments related to tax withholding for equity compensation —
 (920) —
 —
 —
 (920)
Net cash from (for) financing activities (176,239) 54,042
 (138) (4,625) (20,905) (147,865)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
 —
 1,772
 —
 —
 1,772
CASH AND CASH EQUIVALENTS            
Net increase (decrease) for the period (77,007) —
 36,456
 108,296
 —
 67,745
Balance, beginning of period 77,007
 —
 39,106
 3,444
 —
 119,557
Balance, end of period $—
 $—
 $75,562
 $111,740
 $—
 $187,302


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


Business Overview:
We generate our revenues primarily from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games inside our parks, and (3) hotel rooms, extra-charge attractions, and food and other attractions both inside and outside our parks.parks, and (3) accommodations, extra-charge products, and other revenue sources. Our principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, maintenance, advertising, utilities and insurance,property taxes, 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
The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, had a continuing negative impact in 2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted, including reduced operating days per week and operating hours within each operating day. Following March 14, 2020, Knott's Berry Farm's partial operations in 2020 were limited to culinary festivals.

In May 2021, we opened all of our U.S. properties for the 2021 operating season on a staggered basis with capacity restrictions, guest reservations, and other operating protocols in place. Our 2021 operating calendars were designed to align with anticipated capacity restrictions, guest demand and labor availability, including fewer operating days in July and August at some of our smaller properties and additional operating days in September. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to secure additional labor, we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland is operating with capacity restrictions, guest reservations, and other operating protocols in place. We adjusted and may continue to adjust our 2021 operating calendars as we respond to changes in guest demand, labor availability and any state and local restrictions. Our future operations are dependent on factors outside of 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.

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
•Goodwill and Other Intangible Assets
•Self-Insurance Reserves
•Derivative Financial Instruments
•Revenue Recognition
•Income Taxes

In the third quarter of 2017,2021, 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, 2016.2020.


17
Table of Contents
Adjusted EBITDA:
We believe that Adjusted EBITDA (earningsrepresents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Third Amended 2017 Credit Agreement and the 2013 Credit Agreement)prior credit agreements. Adjusted EBITDA is not a measurement of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. We believe that Adjusted EBITDA 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.GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.


The table below sets forth a reconciliation of Adjusted EBITDA to net income (loss) for the three-three and nine-monthnine month periods ended September 24,26, 2021, September 27, 2020 and September 29, 2019. Due to the effects of the COVID-19 pandemic on our 2020 results, we included comparisons to 2019 in addition to comparisons to 2020 within the Results of Operations.
 Three months endedNine months ended
(In thousands)September 26, 2021September 27, 2020September 29, 2019September 26, 2021September 27, 2020September 29, 2019
Net income (loss)$147,987 $(136,261)$189,955 $(21,299)$(484,790)$169,580 
Interest expense46,270 40,376 27,967 136,371 104,341 71,814 
Interest income(35)(25)(807)(66)(449)(1,121)
Provision (benefit) for taxes43,764 (30,393)48,815 16,859 (116,156)43,506 
Depreciation and amortization77,461 67,436 68,335 112,906 127,447 137,828 
EBITDA315,447 (58,867)334,265 244,771 (369,607)421,607 
Loss on early debt extinguishment— 317 — 4 2,013 — 
Net effect of swaps(3,186)(1,558)3,910 (10,582)19,780 21,068 
Non-cash foreign currency loss (gain)15,157 (9,561)5,617 (1,665)12,127 (12,528)
Non-cash equity compensation expense2,903 1,618 2,930 11,910 (1,842)8,760 
Loss on impairment / retirement of fixed assets, net2,397 727 1,675 5,873 8,530 3,781 
Loss on impairment of goodwill and other intangibles— 15,818 — — 103,999 — 
Gain on sale of investment— (11)— (2)(11)(617)
Acquisition-related costs— — 6,292 — 16 7,238 
Other (1)
650 29 499 1,157 183 782 
Adjusted EBITDA$333,368 $(51,488)$355,188 $251,466 $(224,812)$450,091 

(1)    Consists of certain costs as defined in our Third 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.

 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, out-of-park food and retail locations, 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 3).

18
Table of Contents
Nine months ended September 24, 201726, 2021 vs. Nine months ended September 27, 2020

Due to the effects of the COVID-19 pandemic, the results for the nine months ended September 26, 2021 were not directly comparable with the results for the nine months ended September 27, 2020. The fiscalcurrent nine-month period included 1,381 operating days compared with a total of 443 operating days for the nine-month period ended September 24, 2017 included27, 2020.

In the current period and due to the effects of the COVID-19 pandemic, we postponed the opening of our parks for the 2021 operating season to May 2021, when all of our properties opened on a totalstaggered basis except for our Canadian property, Canada's Wonderland, which opened in July 2021. Upon opening in 2021, park operating calendars were reduced, guest reservations were required, and some operating restrictions were in place. We removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. Operating restrictions remained in place at our Canadian property throughout the third quarter of 1,7222021. We adjusted our 2021 operating calendars to reflect anticipated changes in guest demand, labor availability and state and local restrictions by including fewer operating days compared with 1,825in July and August at some of our smaller properties and by including additional operating days forin September. The current period also included results prior to the fiscalMay 2021 opening of our parks from limited out-of-park operations, including the operation of some of our hotel properties and a culinary festival at Knott's Berry Farm from March 5, 2021 through May 2, 2021.

For the nine-month period ended September 25, 2016. On a same-park basis (excluding Wildwater Kingdom, one27, 2020 and due to the effects of the Partnership's separately gated outdoor waterCOVID-19 pandemic, our properties closed on March 14, 2020. Eight of our 13 properties resumed partial operations on a staggered basis during the third quarter of 2020 with opening dates beginning in mid-June and continuing through mid-July. During this time, we also reopened operations at some of our out-of-park operations, such as hotel operations. Following March 14, 2020, Knott's Berry Farm's partial operations were limited to culinary festivals which were classified as out-of-park revenues. The 2020 results also included daily operations at Knott's Berry Farm and 16 operating days at the Schlitterbahn parks which was closed afterprior to the 2016 operating season), the fiscal nine-month period ended September 25, 2016 included a totalMarch 14, 2020 closure of 1,742 operating days. our properties.

The following table presents key financial information for the nine months ended September 24, 201726, 2021 and September 25, 2016:27, 2020:
 Nine months endedIncrease (Decrease)
September 26, 2021September 27, 2020$%
 (Amounts in thousands, except per capita and operating days)
Net revenues$987,283 $147,678 $839,605 N/M
Operating costs and expenses749,242 370,878 378,364 102.0 %
Depreciation and amortization112,906 127,447 (14,541)(11.4)%
Loss on impairment / retirement of fixed assets, net5,873 8,530 (2,657)N/M
Loss on impairment of goodwill and other intangibles— 103,999 (103,999)N/M
Gain on sale of investment(2)(11)9 N/M
Operating income (loss)$119,264 $(463,165)$582,429 125.7 %
Other Data:
Adjusted EBITDA (1)
$251,466 $(224,812)$476,278 N/M
Attendance14,178 2,280 11,898 N/M
In-park per capita spending$62.26 $46.49 $15.77 33.9 %
Out-of-park revenues$134,054 $46,705 $87,349 187.0 %
Operating days1,381 443 938 N/M
  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)%


N/M        Not meaningful either due to the nature of the expense line-item or due to minimal operations in the prior period
(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.

(1)        For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss), see page 18.
For the nine months ended September 24, 2017,26, 2021, net revenues decreased by $3.0totaled $987.3 million to $1,093.8 million, from $1,096.8compared with $147.7 million for the first nine months of 2016. This reflects a 179,000-visit decrease in attendance which was partially offset by the impact of a $0.42 increase in in-park per capita spending. Out-of-park revenues decreased $1.7 million compared with the same period in the prior year. The decrease in attendance for the first nine months of 2017 relates primarily to the closure of Wildwater Kingdom after the 2016 operating season.ended September 27, 2020. The increase in in-parknet revenues was attributable to the 938 operating day increase in the current period resulting in an 11.9 million-visit increase in attendance and an $87.3 million increase in out-of-park revenues. In-park per capita spending for the nine months ended September 26, 2021 increased 34% to $62.26, which represented higher levels of guest spending across all key revenue categories, particularly admissions and extra-charge attractions, including front-of-line FastLane products, and was largely attributable to andriven by increases in pricing and volume. The increase in net revenues from our all-season dining and beverage programs, as well as our premium product offerings. The increase was partially offset byincluded a decrease in in-park per capita spending related to admissions resulting from a higher season pass attendance mix, and from a shift$4.7 million favorable impact of a portion of the estimated number of uses per season pass into the fourth quarter with three additional parks extending their operating seasons to include WinterFest, a holiday event operating during November and December. The decrease in out-of-park revenues was due to prior period revenues received from a Super Bowl 50 special event and a decline in accommodations revenue. Foreignforeign currency exchange rates had an immaterial impact on net revenues.at our Canadian park.


Operating costs and expenses for the first nine months of 2017ended September 26, 2021 increased 2.1%, or $14.5 million, to $690.9$749.2 million from $676.4$370.9 million for the first nine months of 2016. The increase isended September 27, 2020. This was the result of a $9.1$65.4 million increase in cost of goods sold, a $221.4 million increase in operating expenses and a $91.6 million increase in SG&A expense, a $6.0all of which were largely the result of the 938 operating day increase in the current period. While the majority of the $221.4 million increase in operating expense offset by a $0.5 million decrease in cost of goods sold. Cost of goods sold, as a percentage of food, merchandise, and games net revenue,expenses 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 increased operating supply expense attributable to incremental special andthe increase in operating days, there was also a meaningful increase in seasonal events andlabor rate in order to recruit
19
Table of Contents
employees in a challenging labor market, as well as higher full-time wages, including accrued bonus plans. Similarly, the opening of several large capital projects. The $9.1$91.6 million increase in SG&A expense was primarily attributable todriven by resumed park operations in 2021. However, the increase in SG&A expense was also driven by an increase in full-time wages, particularly for accrued bonus plans and equity-based compensation plans, as well as current period consulting fees incurred as a reserve established for an employment practice claim, higher merchant fees, increased technology relatedresult of a business optimization program. The increase in operating costs and increased full-time wages and related employee benefits and taxes. Foreignexpenses included a $2.4 million unfavorable impact of foreign currency exchange rates had an immaterial impact on operating costs and expenses.at our Canadian park.


Depreciation and amortization expense for the first nine months of 2017 increased $8.1ended September 26, 2021 decreased $14.5 million to $126.2 million from $118.2 million forcompared with the same period in the prior year. The increase is attributable to a change in the estimated useful lives of a long-lived asset at Cedar Point and a series of other long-lived assets across the portfolio. For the first nine months ended September 27, 2020 due primarily to the full depreciation of 2017, the15-year useful lived property and equipment from our 2006 acquisition. The loss on impairment / retirement of fixed assets for the nine months ended September 26, 2021 was $3.1$5.9 million reflectingcompared with $8.5 million for the nine months ended September 27, 2020. The current period included retirements of assets in the normal course of business at severalbusiness. The nine months ended September 27, 2020 included a $2.7 million impairment charge with respect to the Schlitterbahn parks' long-lived assets triggered by the anticipated negative effects of our properties. Duringthe COVID-19 pandemic during the first quarter of 2020 (see Note 4). Similarly triggered by the anticipated negative effects of the COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for the nine months ended September 27, 2020 included impairment charges of $73.6 million, $6.8 million and $7.9 million during the first quarter of 2020, as well as impairment charges of $11.3 million, $2.3 million and $2.2 million during the third quarter of 2017, a $1.9 million gain on sale2020 attributable to impairment of investment was recognized forgoodwill at the liquidation of a preferred equity investment.Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively (see Note 5).


After the items above, operating income for the first nine months of 2017 decreased $21.3 million to $275.5ended September 26, 2021 totaled $119.3 million compared with an operating incomeloss of $296.8$463.2 million for the first nine months of 2016.ended September 27, 2020.


Interest expense for the first nine months ended September 26, 2021 increased $32.0 million due to interest incurred on the 2025 senior notes issued in April 2020 and the 2028 senior notes issued in October 2020. The net effect of 2017our swaps resulted in a benefit to earnings of $10.6 million for the nine months ended September 26, 2021 compared with a $19.8 million charge to earnings for the nine months ended September 27, 2020. The difference was comparableattributable to the same periodchange in the prior year.fair market value movements in our swap portfolio. We recognized a $23.1$2.0 million loss on early debt extinguishment during the nine months ended September 24, 2017 attributablerelated to theour April 2017 debt refinancing. The net effect of swaps resulted in a charge to earnings of $3.7 million for2020 refinancing during the first nine months of 2017 compared with a $8.9 million charge to earnings in 2016 for2020. During the same period. The difference reflects the amortization of amounts in OCI for our de-designated swap portfolio offset by fair market value movements for these swaps. During thecurrent period, we also recognized a $35.0$1.7 million net benefit to earnings for foreign currency gains and losses compared with a $23.7$12.0 million net benefitcharge to earnings for the same period in 2016.nine months ended September 27, 2020. Both amounts primarily representrepresented 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 nine months of 2017,ended September 26, 2021, a provision for taxes of $63.8$16.9 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 provisionbenefit for taxes recordedof $116.2 million for the first nine months of 2016.ended September 27, 2020. The decreasedifference in provision for taxes relates largelywas attributable to a larger prior period 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 effectlaw, 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 foreign currency exchange relatedtaxable income. As a result of these changes, we expect to our Canadian property partially offsetrecognize two benefits. First, we expect to carry back the tax year 2020 losses incurred by an increase in pretax income from our corporate subsidiaries, compared withwhich will result in the samerefund of a portion of federal income taxes paid during the carryback period of approximately $79.7 million. Second, as of September 26, 2021, the annual effective tax rate included a net benefit of $2.3 million from carrying back the projected tax year ago.2020 losses of the corporate subsidiaries. This tax benefit represents an estimated incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The overall benefit of the carryback of losses was decreased by $7.2 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 nine months ended September 26, 2021 totaled $157.9$21.3 million, or $2.79$0.38 per diluted limited partner unit, compared with a net incomeloss of $184.5$484.8 million, or $3.27$8.58 per diluted limited partner unit, for the same period a year ago.nine months ended September 27, 2020.


For the nine month period, ourmonths ended September 26, 2021, Adjusted EBITDA decreased to $417.9totaled $251.5 million from $427.8 million for the same period in 2016. The approximate $9.9 million decrease incompared with an 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 resultloss 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$224.8 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-visit27, 2020. The increase in attendanceAdjusted EBITDA was primarily due to the impact of COVID-19 related park closures in 2020 and a $0.15 increasethe related improvement in attendance, in-park per capita spending on a same-park basis. Operating costs and expenses (including depreciation and amortization, loss on impairmentout-of-park revenues from reopening parks in 2021.

20
Table 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.Contents


ThreeNine months ended September 24, 201726, 2021 vs. Nine months ended September 29, 2019

As described above, the results for the nine months ended September 26, 2021 were not directly comparable with the results for the nine months ended September 27, 2020 due to the effects of the COVID-19 pandemic. The fiscal three-monthresults for the nine months ended September 26, 2021 were also not directly comparable with the nine months ended September 29, 2019 due to the postponed opening of our parks for the 2021 operating season until May 2021, as well as operating restrictions in place upon opening in 2021, compared with a typical operating season in 2019. The current nine-month period ended September 24, 2017 consisted of a total of 960included 1,381 operating days compared with 1,021a total of 1,862 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-monthnine-month period ended September 25, 2016 included a total of 965 operating days.29, 2019. The following table presents key financial information for the threenine months ended September 24, 201726, 2021 and September 25, 2016:29, 2019:
 Nine months endedIncrease (Decrease)
September 26, 2021September 29, 2019$%
 (Amounts in thousands, except per capita and operating days)
Net revenues$987,283 $1,217,679 $(230,396)(18.9)%
Operating costs and expenses749,242 784,060 (34,818)(4.4)%
Depreciation and amortization112,906 137,828 (24,922)(18.1)%
Loss on impairment / retirement of fixed assets, net5,873 3,781 2,092 N/M
Gain on sale of investment(2)(617)615 N/M
Operating income$119,264 $292,627 $(173,363)(59.2)%
Other Data:
Adjusted EBITDA (1)
$251,466 $450,091 $(198,625)(44.1)%
Adjusted EBITDA margin (2)
25.5 %37.0 %(11.5)%
Attendance14,178 22,864 (8,686)(38.0)%
In-park per capita spending (3)
$62.26 $48.73 $13.53 27.8 %
Out-of-park revenues$134,054 $140,452 $(6,398)(4.6)%
Operating days1,381 1,862 (481)(25.8)%
  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)%


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

(1)    For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss), see page 18.
(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.
(3)    Net revenues as disclosed within the statements of operations and comprehensive income (loss) consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements. In-park per capita spending is calculated as in-park revenues divided by total attendance. In-park revenues and concessionaire remittance totaled $1.1 billion and $37.0 million, respectively, for the nine months ended September 29, 2019.
For the quarternine months ended September 24, 2017,26, 2021, net revenues increasedtotaled $987.3 million compared with $1.2 billion for the nine months ended September 29, 2019. The decrease in net revenues reflected the impact of an 8.7 million-visit, or 38.0%, decline in attendance offset by $2.4 million, to $652.7 million, from $650.3 million in the third quarter of 2016. This reflects a $0.72$13.53, or 28%, increase in in-park per capita spending, partially offset byspending. The decreases in net revenues and attendance were primarily attributable to 481 fewer operating days in the impact of a 64,000-visit decrease in attendance.current period. Out-of-park revenues for the nine months ended September 26, 2021 decreased $2.8$6.4 million compared with the same period in the prior year. The increase in in-park per capita spending was largely attributable to an increase in revenues from our all-season dining and beverage programs, as well as our premium product offerings and non-season pass admissions. The increase was partially offset by a decrease in in-park per capita spending related to season pass admissions resulting from a shift of a portion of the estimated number of uses per season pass into the fourth quarter with three additional parks extending their operating seasons to include WinterFest, a holiday event operating during November and December. The decrease in attendance for the third quarter relates to the closure of Wildwater Kingdom after the 2016 operating season.nine months ended September 29, 2019. The decrease in out-of-park revenues was attributable to prior period proceeds received during the third quarterdelayed opening of 2016our parks in 2021 until May 2021, as well as the temporary closure of two hotel properties for renovations, which was somewhat offset by revenues from a business interruption claim at Cedar Point and a decreasethe Knott's Berry Farm culinary festival 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.the current period.


Operating costs and expenses for the quarter increased 3.3%, or $10.6nine months ended September 26, 2021 decreased $34.8 million to $327.0 million from $316.4 million incompared with the third quarter of 2016. The increase isnine months ended September 29, 2019. This was the result of a $6.6$20.5 million increasedecrease in cost of goods sold, an $8.1 million decrease in operating expenses and a $6.2 million decrease in SG&A expense, all of which were largely the result of fewer operating days in the current period. The decrease in operating expenses was primarily attributable to less seasonal labor hours, maintenance costs, and entertainment costs due to fewer operating days offset by a $3.4 millionmeaningful increase in operating expense, andseasonal labor rate in order to recruit employees in a $0.6 millionchallenging labor market, as well as higher full-time wages attributable to an 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.headcount. The $6.6 million increasedecrease in SG&A expense was primarily attributabledue to less advertising expense due to fewer operating days and a reserve established formore efficient marketing program offset by an employment practice claim, higher merchant fees, and increased technology related costs. The increase in operating costsfull-time wages, particularly for accrued bonus plans and expenses is netequity-based compensation plans.

21
Table of a $0.4 million unfavorable impact of foreign currency exchange related to our Canadian park.Contents

Depreciation and amortization expense for the quarter increased $5.4 million to $70.1nine months ended September 26, 2021 decreased $24.9 million compared with the nine months ended September 29, 2019 due primarily to $64.7 million for the same period infull depreciation of 15-year useful lived property and equipment from our 2006 acquisition and the prior year. The increase is attributable to a change in the estimated useful liveslife 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, theKings Dominion in 2019. The loss on impairment / retirement of fixed assets was $1.3 million, reflectingfor the nine months ended September 26, 2021 and September 29, 2019 included 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.business.



After the items above, operating income for the third quarter of 2017 decreased $11.7 million to $256.1nine months ended September 26, 2021 totaled $119.3 million compared with an operating income of $267.8$292.6 million for the third quarter of 2016.nine months ended September 29, 2019.


Interest expense for the third quarternine months ended September 26, 2021 increased $64.6 million compared with the nine months ended September 29, 2019 primarily due to interest incurred on the 2025 senior notes and 2028 senior notes, both of 2017 was comparable to the same periodwhich were issued in the prior year.2020. The net effect of our swaps resulted in a benefit to earnings of $1.0$10.6 million for the third quarter of 2017nine months ended September 26, 2021 compared with a $1.7$21.1 million charge to earnings infor the third quarter of 2016.nine months ended September 29, 2019. The difference reflectswas attributable to the change in fair market value movements in our de-designated swap portfolio offset by the amortization of amounts in OCI for these swaps.portfolio. During the current quarter,period, we also recognized a $29.2$1.7 million net benefit to earnings for foreign currency gains and losses compared with a $7.3$12.5 million net chargebenefit to earnings for the third quarter in 2016.nine months ended September 29, 2019. Both amounts primarily representrepresented 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 third quarter of 2017,nine months ended September 26, 2021, a provision for taxes of $73.7$16.9 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes on our corporate subsidiaries. This comparescompared with a provision for taxes recordedof $43.5 million for the nine months ended September 29, 2019. The decrease in provision for taxes was attributable to a decrease in pretax income from our taxable subsidiaries during the current nine-month period.

After the items above, net loss for the nine months ended September 26, 2021 totaled $21.3 million, or $0.38 per diluted limited partner unit, compared with net income of $169.6 million, or $2.98 per diluted limited partner unit, for the nine months ended September 29, 2019.

For the nine months ended September 26, 2021, Adjusted EBITDA totaled $251.5 million compared with $450.1 million for the nine months ended September 29, 2019. Similarly, our Adjusted EBITDA margin for the nine months ended September 26, 2021 decreased compared with the Adjusted EBITDA margin for the nine months ended September 29, 2019. The decreases in Adjusted EBITDA and Adjusted EBITDA margin were both largely due to the postponed opening of our parks for the 2021 operating season until May 2021, as well as increased labor costs in the current period due to labor rate pressures.

In order to provide a more meaningful comparison of our key operational measures, we have provided comparable same-day statistics for attendance and in-park per capita spending. These supplemental comparisons are being used by management for operational decisions. We believe these supplemental key operational measures provide a more meaningful measure of current demand and guest spending trends due to the material variances in operating days between years.

For attendance and in-park per capita spending, the comparable same-day statistics compare the results from 1,255 operating days for the nine months ended September 26, 2021 with the comparable 1,255 operating days for the nine months ended September 29, 2019. The 1,255 operating days for the nine months ended September 26, 2021 included the 1,381 total operating days for the period less 70 operating days from the Schlitterbahn parks which were acquired on July 1, 2019 and less 56 2021 operating days which did not have equivalent 2019 operating days. As a result, on a comparable same-day basis, we excluded $34.4 million of in-park revenues and 0.6 million visits for the nine months ended September 26, 2021 to exclude the results of 2021 operating days without equivalent 2019 operating days. We also excluded $277.5 million of in-park revenues and 6.1 million visits for the nine months ended September 29, 2019 to exclude the results of 2019 operating days without equivalent 2021 operating days. No adjustments otherwise were made to the daily data from either period, including no adjustments to reflect the impact of fewer operating hours within an operating day or operating restrictions in place in 2021.

Attendance for the nine months ended September 26, 2021 represented approximately 80% of attendance for the first nine months of 2019 on a comparable same-day basis driven by general admission and season pass attendance and offset by an expected slower recovery in group sales attendance. In-park per capita spending for the nine months ended September 26, 2021 represented approximately 120% of in-park per capita spending for the first nine months of 2019 on a comparable same-day basis. The increase in in-park per capita spending on a comparable same-day basis was attributable to increases in all key spending categories, particularly admission and extra-charge attractions, including front-of-line FastLane products. Attendance and in-park per capita spending as a percentage of 2019 results on a comparable same-day basis increased each month from the initial opening of our parks in May 2021 through the end of the third quarter of 2021. Due to the nature of out-of-park revenues, we are not able to produce comparable same-day statistics.

22
Table of Contents
Three months ended September 26, 2021 vs. Three months ended September 27, 2020
Due to the effects of the COVID-19 pandemic, the results for the three months ended September 26, 2021 were not directly comparable with the results for the three months ended September 27, 2020. The current three-month period included 988 operating days compared with a total of 314 operating days for the three months ended September 27, 2020.

In the current period, all of our properties were open during the third quarter of 2021, and we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. Operating restrictions remained in place at our Canadian property throughout the third quarter of 2021. We adjusted our third quarter 2021 operating calendars to reflect anticipated changes in guest demand, labor availability and state and local restrictions by including fewer operating days in July and August at some of our smaller properties and by including additional operating days in September.

For the three months ended September 27, 2020 and due to the effects of the COVID-19 pandemic, eight of our 13 properties resumed partial operations on a staggered basis during the third quarter of 2020 with opening dates beginning in mid-June and continuing through mid-July. During this time, we also reopened operations at some of our out-of-park operations at this time, such as hotel operations. Following March 14, 2020, Knott's Berry Farm's partial operations were limited to culinary festivals which were classified as out-of-park revenues.

The following table presents key financial information for the three months ended September 26, 2021 and September 27, 2020:
 Three months endedIncrease (Decrease)
September 26, 2021September 27, 2020$%
 (Amounts in thousands, except per capita and operating days)
Net revenues$753,404 $87,457 $665,947 N/M
Operating costs and expenses423,791 140,601 283,190 N/M
Depreciation and amortization77,461 67,436 10,025 14.9 %
Loss on impairment / retirement of fixed assets, net2,397 727 1,670 N/M
Loss on impairment of goodwill and other intangibles— 15,818 (15,818)N/M
Gain on sale of investment— (11)11 N/M
Operating income (loss)$249,755 $(137,114)$386,869 N/M
Other Data:
Adjusted EBITDA (1)
$333,368 $(51,488)$384,856 N/M
Attendance10,769 1,306 9,463 N/M
In-park per capita spending$64.26 $47.29 $16.97 35.9 %
Out-of-park revenues$83,074 $29,051 $54,023 186.0 %
Operating days988 314 674 N/M

N/M        Not meaningful either due to minimal operations in the prior period or due to the nature of the expense line-item
(1)    For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss), see page 18.
For the three months ended September 26, 2021, net revenues totaled $753.4 million compared with $87.5 million for the three months ended September 27, 2020. The increase in net revenues was attributable to the 674 operating day increase in the current period resulting in a 9.5 million-visit increase in attendance and a $54.0 million increase in out-of-park revenues. In-park per capita spending increased 36% to $64.26 for the three months ended September 26, 2021, which represented higher levels of guest spending, particularly admissions and extra-charge attractions, including front-of-line FastLane products, and was driven by increases in pricing and volume. The increase in net revenues included a $2.9 million favorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the three months ended September 26, 2021 increased to $423.8 million from $140.6 million for the three months ended September 27, 2020. This was the result of a $47.9 million increase in cost of goods sold, a $172.6 million increase in operating expenses and a $62.7 million increase in SG&A expense, all of which were largely the result of a 674 operating day increase in the current period. While the majority of the $172.6 million increase in operating expenses was attributable to the increase in operating days, there was also a meaningful increase in seasonal labor rate in order to recruit employees in a challenging labor market, as well as higher full-time wages attributable to accrued bonus plans and increased headcount. Similarly, the $62.7 million increase in SG&A expense was driven by resumed park operations in 2021. However, the increase in SG&A expense was also driven by an increase in full-time wages, particularly for accrued bonus plans and equity-based compensation plans. The increase in operating costs and expenses included a $1.5 million unfavorable impact of foreign currency exchange rates at our Canadian park.

23
Table of Contents
Depreciation and amortization expense for the three months ended September 26, 2021 increased $10.0 million compared with the three months ended September 27, 2020 due to a higher percentage of total planned operating days in the third quarter of 20162021 compared with the percentage of $62.9 million. This increasetotal planned operating days in the third quarter of 2020. We recognize depreciation and amortization expense over planned operating days. The loss on impairment / retirement of fixed assets for the three months ended September 26, 2021 was comparable with the results from the three months ended September 27, 2020 and was due to retirements of assets in the normal course of business. The loss on impairment of goodwill and other intangibles for the three months ended September 27, 2020 included impairment charges of $11.3 million, $2.3 million and $2.2 million during the third quarter of 2020 attributable to impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively (see Note 5).

After the items above, operating income for the three months ended September 26, 2021 totaled $249.8 million compared with an operating loss of $137.1 million for the three months ended September 27, 2020.

Interest expense for the three months ended September 26, 2021 increased $5.9 million due to interest incurred on the 2028 senior notes issued in October 2020. The net effect of our swaps resulted in a benefit to earnings of $3.2 million for the three months ended September 26, 2021 compared with a $1.6 million benefit to earnings for the three months ended September 27, 2020. The difference was attributable to the change in fair market value movements in our swap portfolio. We recognized a $0.3 million loss on early debt extinguishment related to our April 2020 refinancing during the three months ended September 27, 2020. During the third quarter of 2021, we also recognized a $15.2 million net charge to earnings for foreign currency gains and losses compared with a $9.6 million net benefit to earnings for the three months ended September 27, 2020. Both amounts primarily represented 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 three months ended September 26, 2021, a provision for taxes of $43.8 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $30.4 million for the three months ended September 27, 2020. The difference in provision for taxes relates largelywas attributable to an increase in pretax income in the current period compared with a prior period 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 these changes, we expect to recognize two benefits. First, we expect to carry back the tax year 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 $79.7 million. Second, as of September 26, 2021, the annual effective tax rate included a net benefit of $2.3 million from carrying back the projected tax year ago.2020 losses of the corporate subsidiaries. This tax benefit represents an estimated incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The overall benefit of the carryback of losses was decreased by $7.2 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 income for the current quarterthree months ended September 26, 2021 totaled $191.3$148.0 million, or $3.38$2.60 per diluted limited partner unit, compared with a net incomeloss of $175.0$136.3 million, or $3.10$2.41 per diluted limited partner unit, for the third quarter a year ago.three months ended September 27, 2020.


For the current quarter, ourthree months ended September 26, 2021, Adjusted EBITDA decreased to $333.6totaled $333.4 million from $336.0compared with Adjusted EBITDA loss of $51.5 million for the fiscalthree months ended September 27, 2020. The increase in Adjusted EBITDA was primarily due to the impact of COVID-19 related park closures in 2020 and the related improvement in attendance, in-park per capita spending and out-of-park revenues from reopening parks in 2021.


24
Table of Contents
Three months ended September 26, 2021 vs. Three months ended September 29, 2019
As described above, the results for the three months ended September 26, 2021 were not directly comparable with the results for the three months ended September 27, 2020 due to the effects of the COVID-19 pandemic. Therefore, we also included a comparison to the three months ended September 29, 2019. The current three-month period included 988 operating days compared with a total of 1,035 operating days for the three months ended September 29, 2019. In the current period, all of our properties were open during the third quarter of 2016.2021, and we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. Operating restrictions remained in place at our Canadian property throughout the third quarter of 2021. We adjusted our third quarter 2021 operating calendars to reflect anticipated changes in guest demand, labor availability and state and local restrictions by including fewer operating days in July and August at some of our smaller properties and by including additional operating days in September. The approximate $2.4 million decreasefollowing table presents key financial information for the three months ended September 26, 2021 and September 29, 2019:
 Three months endedIncrease (Decrease)
September 26, 2021September 29, 2019$%
 (Amounts in thousands, except per capita and operating days)
Net revenues$753,404 $714,512 $38,892 5.4 %
Operating costs and expenses423,791 369,180 54,611 14.8 %
Depreciation and amortization77,461 68,335 9,126 13.4 %
Loss on impairment / retirement of fixed assets, net2,397 1,675 722 N/M
Operating income$249,755 $275,322 $(25,567)(9.3)%
Other Data:
Adjusted EBITDA (1)
$333,368 $355,188 $(21,820)(6.1)%
Adjusted EBITDA margin (2)
44.2 %49.7 %(5.5)%
Attendance10,769 13,189 (2,420)(18.3)%
In-park per capita spending$64.26 $49.94 $14.32 28.7 %
Out-of-park revenues$83,074 $76,347 $6,727 8.8 %
Operating days988 1,035 (47)(4.5)%

N/M        Not meaningful due to minimal operations in the prior period
(1)    For additional information regarding Adjusted EBITDA, is attributable to decreased attendanceincluding how we define and lower out-of-park revenue,use Adjusted EBITDA, as well as increaseda reconciliation to net income (loss), see page 18.
(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 costs and expenses associated with labor, merchant fees, maintenance expense and other planned spending.profitability.

On a same-park basis (excluding Wildwater Kingdom),For the three months ended September 26, 2021, net revenues increased by $6.5totaled $753.4 million, to $652.7increasing $38.9 million forcompared with the quarterthree months ended September 24, 2017 from $646.2 million in the same period in the prior year reflecting a 103,000-visit29, 2019. The increase in attendance andnet revenues reflected the impact of a $0.39$14.32, or 29%, increase in in-park per capita spending onoffset by the impact of a same-park basis. 2.4 million-visit, or 18%, decline in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories, particularly admissions spending, and was driven by increases in pricing and fewer visits per season pass. The decrease in attendance was largely due to an expected slower recovery in group sales attendance, as well as operating restrictions during the current quarter. Attendance and in-park per capita spending as a percentage of 2019 results increased each month of the third quarter of 2021. Out-of-park revenues increased $6.7 million compared with the three months ended September 29, 2019. The increase in out-of-park revenues was largely attributable to online transaction fee revenue. Out-of-park revenues were hindered by the temporary closure of two hotel properties for renovations.

Operating costs and expenses (including depreciation and amortization, loss on impairment of fixed assets and gain on sale of investment) on a same-park basisfor the three months ended September 26, 2021 increased $17.3to $423.8 million resulting in a $10.8from $369.2 million decrease in same-park operating income.

October 2017

Based on preliminary results, net revenues through Octoberfor the three months ended September 29, 2017 were approximately $1.24 billion, up 1%, or $6 million, compared with the same period last year. The increase in net revenues2019. This was the result of a 1%$1.0 million increase in cost of goods sold, a $45.8 million increase in operating expenses and a $7.8 million increase in SG&A expense. Cost of goods sold as a percentage of food, merchandise and games revenue for the three months ended September 26, 2021 was consistent with the results for the three months ended September 29, 2019. Of the $45.8 million increase in operating expenses, approximately half was attributable to an increase in seasonal labor wages. The increase in seasonal labor wages was entirely due to a meaningful increase in the seasonal labor rate to recruit employees in a challenging labor market. Seasonal labor hours declined compared with the comparable period in 2019 due to abbreviated operating calendars in 2021. The remaining increase in operating expenses was attributable to higher full-time wages attributable to additional head count and higher costs for operating and maintenance supplies. The $7.8 million increase in SG&A expense was largely attributable to an increase in full-time wages, particularly for accrued bonus plans, and operating supplies offset by less advertising expense due to a more efficient marketing program.
25
Table of Contents

Depreciation and amortization expense for the three months ended September 26, 2021 increased $9.1 million compared with the three months ended September 29, 2019 due to a higher percentage of total planned operating days in the third quarter of 2021 compared with the percentage of total planned operating days in the third quarter of 2019. We recognize depreciation and amortization expense over planned operating days. The loss on impairment / retirement of fixed assets for the three months ended September 26, 2021 was comparable with the results from the three months ended September 29, 2019 and was due to retirements of assets in the normal course of business.

After the items above, operating income for the three months ended September 26, 2021 totaled $249.8 million compared with $275.3 million for the three months ended September 29, 2019.

Interest expense for the three months ended September 26, 2021 increased $18.3 million compared with the three months ended September 29, 2019 primarily due to interest incurred on the 2025 senior notes and 2028 senior notes, both of which were issued in 2020. The net effect of our swaps resulted in a benefit to earnings of $3.2 million for the three months ended September 26, 2021 compared with a $3.9 million charge to earnings for the three months ended September 29, 2019. The difference was attributable to the change in fair market value movements in our swap portfolio. During the third quarter of 2021, we also recognized a $15.2 million net charge to earnings for foreign currency gains and losses compared with a $5.6 million net charge to earnings for the three months ended September 29, 2019. Both amounts primarily represented 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 three months ended September 26, 2021, a provision for taxes of $43.8 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a provision for taxes of $48.8 million for the three months ended September 29, 2019. The decrease in provision for taxes was attributable to a decrease in pretax income from our taxable subsidiaries during the current quarter.

After the items above, net income for the three months ended September 26, 2021 totaled $148.0 million, or $2.60 per diluted limited partner unit, compared with net income of $190.0 million, or $3.34 per diluted limited partner unit, for the three months ended September 29, 2019.

For the three months ended September 26, 2021, Adjusted EBITDA totaled $333.4 million compared with $355.2 million for the three months ended September 29, 2019. The decrease in Adjusted EBITDA was largely due to increased labor costs in the current period due to labor rate pressures, as well as the impact of operating restrictions during the third quarter of 2021. Similarly, our Adjusted EBITDA margin for the three months ended September 26, 2021 decreased compared with the Adjusted EBITDA margin for the three months ended September 29, 2019 due to increased costs in the current period, particularly due to increases in seasonal labor rates.

October Update
Preliminary net revenues for the ten months ended October 31, 2021 totaled approximately $1.2 billion. Attendance totaled 17.3 million visits, in-park per capita spending was $62.73, and out-of-park revenues totaled $153 million. Given the effects of the COVID-19 pandemic and suspension of park operations in 2020, we compared the results for the five weeks ended October 31, 2021 with the results for the five weeks ended November 3, 2019. For the five weeks ended October 31, 2021, preliminary net revenues totaled approximately $219 million, representing an increase of 42%, or $0.57,$65 million, compared to the five weeks ended November 3, 2019. The increase was driven by an 8% increase in attendance to 3.2 million visits; a 32% 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$64.86; and a 1%, or $0.33,33% increase in in-park guest per capita spending. The fluctuation in out-of-park revenues was comparable on a same-park basis.to $19 million.


Liquidity and Capital Resources:
With respectOur principal sources of liquidity typically include cash from operating activities, funding from our long-term debt obligations and existing cash on hand. Due to boththe seasonality of our business, we typically fund pre-opening operations with revolving credit borrowings. Revolving credit borrowings are typically reduced with our positive cash flow during the seasonal operating period. Our primary uses of liquidity typically include operating expenses, partnership distributions, capital expenditures, interest payments and income tax obligations.

Due to the negative effects of the COVID-19 pandemic, we took steps in 2020 to secure additional liquidity and to obtain relief from certain financial covenants including issuing $1.3 billion of senior notes, amending our term debt and revolving credit agreement, reducing operating expenses, including labor costs, suspending capital expenditures, and suspending quarterly partnership distributions. Due to limited open operations, our 2020 and first quarter 2021 liquidity needs were funded from cash flow,on hand from the recently issued senior notes. We generated positive cash flows from operations during the second and third quarters of 2021. As of September 26, 2021, we endedhad cash on hand of $562.7 million and $359.2 million of available borrowings under our revolving credit facility. Based on this level of liquidity, we have concluded that we will have sufficient liquidity to satisfy our obligations and remain in compliance with our debt covenants at least through the thirdfourth quarter of 2022.

26
Table of Contents
As restrictions to mitigate the spread of COVID-19 have largely been lifted and our properties have mostly been able to resume full operations, management is focused on driving profitable and sustainable growth in the business, as well as reducing the Company's leverage. In 2021, we commenced a business optimization program as part of our long-range strategic plan. Efforts include capturing cost efficiencies and driving incremental revenues through data-driven decision making, as well as enhancements to the guest experience to meet changing consumer behaviors and preferences. The program focuses on reductions in fixed costs that are independent of attendance levels, as well as incremental revenue opportunities and variable cost savings. Also, in the long term, management anticipates returning to historical annual capital expenditure investments of 9-10% of revenues under normal operating conditions. Management is also committed to reinstituting quarterly partnership distributions when it is appropriate to do so and it is permissible under the Third Amended 2017 Credit Agreement and our other debt covenants.

For the 2021 operating season, capital investments will again be less than pre-COVID historical levels, as many new rides and attractions originally planned for the 2020 operating season were introduced to our guests in sound condition. The working2021. For 2021, we expect to invest between $50 million and $75 million in capital ratio (current assets divided by current liabilities)expenditures, roughly equally split between the completion of 1.2 at September 24, 2017 isselect unfinished projects from 2020, including the resultrenovation of normal seasonal activity. Receivables, inventoriessome of our resort properties, essential compliance and payablesinfrastructure requirements, and the start of projects planned for the 2022 operating season. For 2022, we expect to invest between $175 million and $200 million in capital expenditures. Due to the issuance of $1.3 billion of senior notes in 2020, we anticipate $175 million in annual cash interest in 2021 of which 80% of the payments occur in the second and fourth quarter. We are at normal seasonal levels.expecting to receive $79.7 million in tax refunds attributable to the tax year 2020 net operating loss being carried back to prior years in the United States and an additional $9.5 million in tax refunds attributable to net operating losses being carried back to prior years in Canada. We anticipate receiving these tax refunds in the fourth quarter of 2021. Also, in 2021, we anticipate cash payments for income taxes to range from $8 million to $13 million, exclusive of these tax refunds. We anticipate funding our remaining 2021 liquidity needs from cash on hand and cash from operating activities.
Operating Activities
DuringNet cash from operating activities for the nine-monthfirst nine months of 2021 totaled $230.1 million, an increase of $505.6 million compared with net cash for operating activities for the same period ended September 24, 2017,in the prior year. The increase in net cash from operating activities was $322.6 million, a decreaselargely attributable to the opening of $18.1 million from the same period a year ago, primarily due to lower earnings.all of our properties in 2021.
Investing Activities
Net cash used for investing activities for the first nine months of 2017 was $149.22021 totaled $38.1 million, an increasea decrease of $22.3$80.6 million compared with the same period in the prior year. This increase reflectsThe decrease in net cash for investing activities was due to a planned higherreduction in capital expenditures in the period.spending for 2021.
Financing Activities
Net cash for financing activities for the first nine months of 2017 was $52.12021 totaled $6.1 million, a decrease of $95.7$445.9 million compared with net cash from financing activities for the same period in the prior year. ThisThe decrease reflects incrementalwas attributable to net cash proceeds from the April 2020 refinancing in the prior period, including the issuance of the 2025 senior notes and prepayment of a portion of our term debt, borrowings due to the increase in our senior secured

term loan facility under the 2017 Credit Agreement,somewhat offset by other impacts of the April 2017 refinancing including payment of debt issuance costs and early termination penalties.first quarter 2020 partnership distribution.

Contractual Obligations
As of September 24, 2017,26, 2021, our primary contractual obligations consisted of outstanding long-term debt beforeagreements and related derivative agreements. Before reduction for debt issuance costs and original issue discount, our long-term debt agreements consisted of the following:


•$500264 million of 5.375% senior unsecuredsecured term debt, maturing in April 2024 under our Third Amended 2017 Credit Agreement. The term debt bears interest at 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 September 26, 2021.

•$1.0 billion of 5.500% senior secured notes, maturing in April 2027,May 2025, issued at par. 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. 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.

•$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.

27
Table of Contents
•$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.


•$450300 million of 5.375%6.500% senior unsecured notes, maturing in June 2024,October 2028, issued at par. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to JuneOctober 1, 20192023 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 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2028 senior notes pay interest semi-annually in JuneApril and December.October.


•$735500 million of 5.250% senior secured term debt,unsecured notes, maturing in AprilJuly 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 July 15, 2024 under our 2017 Credit Agreement. 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 term debt bears2029 senior notes pay 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.
semi-annually in January and July.


•No borrowings under the $275$375 million senior secured revolving credit facility under our Third Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. Borrowings under$300 million of the senior secured revolving credit facility bearbears interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps.250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the credit facilities. The remaining $75 million of the revolving credit facility is scheduled to mature in April 2022bears interest at LIBOR plus 300 bps or CDOR plus 200 bps and also provides for the issuance of documentary and standby letters of credit. The 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. $300 million of the revolving credit facility is scheduled to mature in December 2023 and $75 million of the revolving credit facility is scheduled to mature in April 2022. The Third Amended 2017 Credit Agreement provides for the issuance of documentary and standby letters of credit. After letters of credit, which totaled $15.9$15.8 million atas of September 24, 2017,26, 2021, we had $259.1$359.2 million of available borrowings under the revolving credit facility and cash on handfacility. Our letters of $249.9 million.credit are primarily in place to backstop insurance arrangements.


As of September 24, 2017,26, 2021, we have four interest rate swap agreements that effectively convertwith a notional value of $500 million of variable-rate debtthat convert one-month variable rate LIBOR to a fixed rate. These swaps, which mature onrate of 2.88% through December 31, 2020 and fix LIBOR at2023. This results in a weighted average4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of 2.64%,interest rate swap agreements. None of our interest rate swap agreements were not designated as cash flow hedges.hedges in the periods presented. As of September 24, 2017,26, 2021, the fair market value of our derivative liabilityswap portfolio was $14.8 millionclassified as long-term and was recorded in "Derivative Liability."Liability" within the unaudited condensed consolidated balance sheet.


The Third Amended 2017 Credit Agreement includesincludes: (i) a ConsolidatedSenior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which if breachedwill step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA Quarters"); (ii) a requirement that we maintain a minimum liquidity level of at least $125 million, tested at all times, until the earlier of December 31, 2022 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022); and (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 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 reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x consolidated total debt-to-consolidated EBITDA. As of September 24, 2017, wefiscal quarter. We were in compliance with thisthe applicable financial condition covenant and all other covenants under the Third Amended 2017 Credit Agreement.Agreement during the nine months ended September 26, 2021.


Our long-term debtfixed rate note agreements 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 September 26, 2021.


In accordance
28
Table of Contents
Financial and Non-Financial Disclosure About Issuers and Guarantors of our Registered Senior Notes
As discussed within the Long-Term Debt footnote at Note 6, we have issued five tranches of fixed rate senior notes: the 2024, 2025, 2027, 2028 and 2029 senior notes (“senior notes”). The 2024, 2027, 2028 and 2029 senior notes (the “registered senior notes”) have been registered under the Securities Act of 1933. The 2025 senior notes were sold in a private placement in reliance on exemptions from registration under the Securities Act of 1933. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the 2024 senior notes. Cedar Fair, L.P., Cedar Canada, Magnum, and Millennium Operations LLC (“Millennium”) are the co-issuers of the 2027, 2028 and 2029 senior notes. Our senior notes have been irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of Cedar Fair (other than the co-issuers) that guarantees our credit facilities under the Third Amended 2017 Credit Agreement. A full listing of the issuers and guarantors of our registered senior notes can be found within Exhibit 22, and additional information with respect to our registered senior notes and the related guarantees follows.

The 2024, 2027, 2028 and 2029 senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt, including the other registered senior notes. However, the 2024, 2027, 2028 and 2029 senior notes are ranked effectively junior to our secured debt under the Third Amended 2017 Credit Agreement debt provisions, on August 2, 2017, we announcedand the declaration2025 senior notes to the extent of a distributionthe value 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, which will be payable on December 15, 2017.assets securing such debt.


ExistingIn the event that the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor is released from its obligations under our senior secured credit facilities (or the Third Amended 2017 Credit Agreement), such entity will also be released from its obligations under the registered senior notes. In addition, the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor can be released from its obligations under the 2024, 2027, 2028 and cash flows from operations2029 senior notes under the following circumstances, assuming the associated transactions are expectedin compliance with the applicable provisions of the indentures governing the 2024, 2027, 2028 and 2029 senior notes: i) any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be sufficienta direct or indirect subsidiary of Cedar Fair or a sale or disposition of all or substantially all of the assets of such entity; ii) if such entity is dissolved or liquidated; iii) if we designate such entity as an Unrestricted Subsidiary; iv) upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to meet working capital needs, debt service, partnership distributionsbe a direct or indirect Restricted Subsidiary of Cedar Fair or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.

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

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

Off Balance Sheet Arrangements:
We had $15.9 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of September 24, 20172024, 2027, 2028 and 2029 senior notes (the "Obligor Group"). We have nopresented each entity that is a co-issuer of any series of the registered senior notes separately. The subsidiaries that guarantee the 2027, 2028 and 2029 senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries have not been eliminated. The subsidiaries that guarantee the 2024 senior notes include the guarantor subsidiary group, as well as Millennium. Millennium is a co-issuer under the 2027, 2028 and 2029 senior notes and a guarantor under the 2024 senior notes. Certain subsidiaries of Cedar Fair do not guarantee our credit facilities or senior notes as the assets and results of operations of these subsidiaries are immaterial (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $13.7 million and $11.5 million as of September 26, 2021 and December 31, 2020, respectively.

29
Table of Contents
Summarized Financial Information



(In thousands)		Cedar Fair L.P. (Parent)Magnum
(Co-Issuer Subsidiary)		Cedar Canada
(Co-Issuer Subsidiary)		Millennium
(Co-Issuer 2027, 2028 & 2029
Guarantor 2024)		Guarantor Subsidiaries (1)
Balance as of September 26, 2021
Current Assets$823 $41,556 $76,197 $615,795 $1,143,187 
Non-Current Assets(95,475)1,155,669 540,321 2,350,755 1,744,008 
Current Liabilities438,525 758,625 41,623 246,134 46,766 
Non-Current Liabilities146,792 33,765 463,777 2,389,869 94,183 
Balance as of December 31, 2020
Current Assets$421 $33,985 $44,465 $464,779 $1,044,779 
Non-Current Assets(30,651)995,507 528,281 2,311,502 1,820,745 
Current Liabilities488,799 573,244 18,235 200,107 40,412 
Non-Current Liabilities146,106 44,778 461,903 2,370,939 91,835 
Nine Months Ended September 26, 2021
Net revenues$26,951 $275,190 $53,283 $1,079,994 $258,106 
Operating income (loss)24,061 (114,564)11,694 100,751 98,186 
Net (loss) income(19,925)(11,333)15,391 — 66,607 
Twelve Months Ended December 31, 2020
Net revenues$— $102 $440 $510,077 $150,439 
Operating (loss) income(198,769)(322,420)(37,655)109,688 (121,437)
Net loss(588,690)(359,984)(54,046)— (149,704)

(1)With respect to the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other significant off-balance sheet financing arrangements.guarantor subsidiaries that have been presented on a combined basis, the following additional intercompany balances and transactions between Millennium and such other guarantor entities would be eliminated: Current Assets and Current Liabilities - $13.4 million as of September 26, 2021 and $12.7 million as of December 31, 2020; Non-Current Assets - $2,239.4 million as of September 26, 2021 and $2,201.8 million as of December 31, 2020; and Net revenues - $96.7 million as of September 26, 2021 and $130.3 million as of December 31, 2020. Combined amounts for all guarantors of the 2024 senior notes for all other line items within the table would be computed by adding the amounts in the Millennium and Guarantor Subsidiaries columns.



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, goals 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.correct, or that our business optimization and growth strategies will achieve the targeted results. 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, as well as our business optimization program, 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.

30
Table of Contents
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 ofusing a combination of fixed-rate long-term debt, interest rate swaps that fix a portion of our variable-rate long-term debt, and variable-rate borrowings under 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 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..


As of September 24, 2017,26, 2021, 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. Assuming an average balance on ourexcept for revolving credit borrowings. Assuming no revolving credit borrowings, of approximately $7.2 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (not(including term debt and not considering the impact of our interest rate swaps) would lead to an increase of approximately $7.4$2.6 million in annual cash interest costs.costs over the next twelve months.


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$0.4 million decrease in annual operating income.income for the trailing twelve months ended September 26, 2021.



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, 2017,26, 2021, 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, 2017.26, 2021.



(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, 201726, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II - OTHER INFORMATION


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

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Partnership'sour Annual Report on Form 10-K for the year ended December 31, 2016.2020.



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

Issuer Purchases of Equity Securities:
The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended September 24, 2017:
31








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
 —
 $—

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

ITEM 6. EXHIBITS
Subsidiary Guarantors and Issuers of Guaranteed Securities. Incorporated herein by reference to Exhibit 22 to the Registrant's Form 10-Q (File No. 001-09444) filed on August 5, 2021.
Employment Agreement, dated October 4, 2017, by and among Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation, and Richard A. Zimmerman. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed October 5, 2017.
Exhibit (10.2)
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, 201726, 2021 formatted in Extensible Business Reporting Language (XBRL):Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated StatementStatements of Equity,Partners' Deficit, and (v) related notes.notes, tagged as blocks of text and including detailed tags.
Exhibit (104)The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 26, 2021 formatted in Inline XBRL (included as Exhibit 101).
32

Table of Contents
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, 20173, 2021/s/ MatthewRichard A. OuimetZimmerman
MatthewRichard A. OuimetZimmerman
President and Chief Executive Officer
Date:November 2, 20173, 2021/s/ Brian C. Witherow
Brian C. Witherow
Executive Vice President and
Chief Financial Officer


39
33