
		March 28, 2021		December 31, 2020		March 29, 2020			June 27, 2021		December 31, 2020		June 28, 2020
ASSETS	ASSETS							ASSETS
Current Assets:	Current Assets:							Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	271,730	$	376,736	$	26,295	Cash and cash equivalents	$	292,596	$	376,736	$	301,135
Receivables	Receivables	33,402		34,445		25,652		Receivables	52,259		34,445		41,822
Inventories	Inventories	48,004		47,479		7,394		Inventories	46,983		47,479		45,580
Prepaid advertising		6,926		2,838		17,435

Current income tax receivable	Current income tax receivable	93,496		69,104		0		Current income tax receivable	91,608		69,104		4,234
Other current assets	Other current assets	25,847		23,909		16,183		Other current assets	40,298		26,747		22,515
		479,405		554,511		92,959			523,744		554,511		415,286
Property and Equipment:	Property and Equipment:							Property and Equipment:
Land	Land	443,579		442,708		435,677		Land	445,274		442,708		437,491
Land improvements	Land improvements	467,390		467,176		457,922		Land improvements	485,242		467,176		458,933
Buildings	Buildings	845,838		849,404		811,048		Buildings	857,452		849,404		832,356
Rides and equipment	Rides and equipment	1,963,551		1,962,324		1,893,596		Rides and equipment	2,001,500		1,962,324		1,934,048
Construction in progress	Construction in progress	83,658		75,507		114,740		Construction in progress	41,078		75,507		93,412
		3,804,016		3,797,119		3,712,983			3,830,546		3,797,119		3,756,240
Less accumulated depreciation	Less accumulated depreciation	(1,993,568)		(1,995,138)		(1,836,870)		Less accumulated depreciation	(2,028,345)		(1,995,138)		(1,893,656)
		1,810,448		1,801,981		1,876,113			1,802,201		1,801,981		1,862,584
Goodwill	Goodwill	267,718		266,961		274,659		Goodwill	269,193		266,961		276,238
Other Intangibles, net	Other Intangibles, net	50,513		50,288		51,658		Other Intangibles, net	50,751		50,288		51,836
Right-of-Use Asset	Right-of-Use Asset	13,741		13,527		13,688		Right-of-Use Asset	13,520		13,527		13,322
Other Assets	Other Assets	5,836		6,144		80,406		Other Assets	4,824		6,144		38,268
		$	2,627,661	$	2,693,412	$	2,389,483		$	2,664,233	$	2,693,412	$	2,657,534
LIABILITIES AND PARTNERS’ EQUITY	LIABILITIES AND PARTNERS’ EQUITY							LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:	Current Liabilities:							Current Liabilities:
Current maturities of long-term debt		$	0	$	0	$	7,500

Accounts payable	Accounts payable	22,613		14,272		39,000		Accounts payable	$	51,452	$	14,272	$	24,848
Deferred revenue	Deferred revenue	189,652		183,354		30,381		Deferred revenue	275,506		183,354		103,834
Accrued interest	Accrued interest	58,977		33,718		28,617		Accrued interest	34,402		33,718		30,794
Accrued taxes	Accrued taxes	9,878		10,775		6,656		Accrued taxes	13,002		10,775		12,677
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	17,809		24,975		16,866		Accrued salaries, wages and benefits	28,344		24,975		15,287
Self-insurance reserves	Self-insurance reserves	22,071		22,322		25,127		Self-insurance reserves	22,336		22,322		23,028
Other accrued liabilities	Other accrued liabilities	12,011		10,565		23,692		Other accrued liabilities	17,913		10,565		21,005
		333,011		299,981		177,839			442,955		299,981		231,473
Deferred Tax Liability	Deferred Tax Liability	49,972		39,595		59,021		Deferred Tax Liability	38,488		39,595		29,698
Derivative Liability	Derivative Liability	35,524		39,086		34,298		Derivative Liability	31,690		39,086		37,247
Lease Liability	Lease Liability	10,749		10,483		10,310		Lease Liability	10,620		10,483		10,072
Non-Current Deferred Revenue	Non-Current Deferred Revenue	15,877		10,508		164,137		Non-Current Deferred Revenue	16,061		10,508		97,649
Other Liabilities	Other Liabilities	5,657		5,952		806		Other Liabilities	5,264		5,952		2,722
Long-Term Debt:	Long-Term Debt:							Long-Term Debt:
Revolving credit loans		0		0		70,000

Term debt	Term debt	255,866		255,025		714,685		Term debt	256,713		255,025		255,897
Notes	Notes	2,701,615		2,699,219		1,432,601		Notes	2,704,002		2,699,219		2,404,638
		2,957,481		2,954,244		2,217,286			2,960,715		2,954,244		2,660,535
Partners’ Deficit	Partners’ Deficit							Partners’ Deficit
Special L.P. interests	Special L.P. interests	5,290		5,290		5,290		Special L.P. interests	5,290		5,290		5,290
General partner	General partner	(8)		(7)		(3)		General partner	(9)		(7)		(5)
Limited partners, 56,828, 56,706 and 56,703 units outstanding as of March 28, 2021, December 31, 2020 and March 29, 2020, respectively		(785,400)		(674,319)		(305,152)
Limited partners, 56,829, 56,706 and 56,707 units outstanding as of June 27, 2021, December 31, 2020 and June 28, 2020, respectively								Limited partners, 56,829, 56,706 and 56,707 units outstanding as of June 27, 2021, December 31, 2020 and June 28, 2020, respectively	(840,663)		(674,319)		(436,275)
Accumulated other comprehensive (loss) income	Accumulated other comprehensive (loss) income	(492)		2,599		25,651		Accumulated other comprehensive (loss) income	(6,178)		2,599		19,128
		(780,610)		(666,437)		(274,214)			(841,560)		(666,437)		(411,862)
		$	2,627,661	$	2,693,412	$	2,389,483		$	2,664,233	$	2,693,412	$	2,657,534


		Three months ended			Three months ended						Six months ended
			March 28, 2021			March 29, 2020			June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
Net revenues:	Net revenues:							Net revenues:
Admissions	Admissions		$	0		$	26,649	Admissions	$	99,072	$	668	$	99,072	$	27,317
Food, merchandise and games	Food, merchandise and games		7,246			19,947		Food, merchandise and games	83,945		2,860		91,191		22,807
Accommodations, extra-charge products and other	Accommodations, extra-charge products and other		2,496			7,039		Accommodations, extra-charge products and other	41,120		3,058		43,616		10,097
			9,742			53,635			224,137		6,586		233,879		60,221
Costs and expenses:	Costs and expenses:							Costs and expenses:
Cost of food, merchandise, and games revenues	Cost of food, merchandise, and games revenues		2,306			6,385		Cost of food, merchandise, and games revenues	23,630		2,005		25,936		8,390
Operating expenses	Operating expenses		66,154			106,368		Operating expenses	155,945		66,983		222,099		173,351
Selling, general and administrative	Selling, general and administrative		30,350			24,809		Selling, general and administrative	47,066		23,727		77,416		48,536
Depreciation and amortization	Depreciation and amortization		1,453			5,088		Depreciation and amortization	33,992		54,923		35,445		60,011
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net		1,539			6,767		Loss on impairment / retirement of fixed assets, net	1,937		1,036		3,476		7,803
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles		0			88,181		Loss on impairment of goodwill and other intangibles	0		0		0		88,181
Gain on sale of investment	Gain on sale of investment		(2)			0		Gain on sale of investment	0		0		(2)		0
			101,800			237,598			262,570		148,674		364,370		386,272
Operating loss	Operating loss		(92,058)			(183,963)		Operating loss	(38,433)		(142,088)		(130,491)		(326,051)
Interest expense	Interest expense		44,096			27,219		Interest expense	46,005		36,746		90,101		63,965
Net effect of swaps	Net effect of swaps		(3,562)			19,779		Net effect of swaps	(3,834)		1,559		(7,396)		21,338
Loss on early debt extinguishment	Loss on early debt extinguishment		4			0		Loss on early debt extinguishment	0		1,696		4		1,696
(Gain) loss on foreign currency	(Gain) loss on foreign currency		(5,805)			34,202		(Gain) loss on foreign currency	(11,099)		(12,651)		(16,904)		21,551
Other income	Other income		(78)			(179)		Other income	(27)		(130)		(105)		(309)
Loss before taxes	Loss before taxes		(126,713)			(264,984)		Loss before taxes	(69,478)		(169,308)		(196,191)		(434,292)
Benefit for taxes	Benefit for taxes		(16,297)			(49,007)		Benefit for taxes	(10,608)		(36,756)		(26,905)		(85,763)
Net loss	Net loss		(110,416)			(215,977)		Net loss	(58,870)		(132,552)		(169,286)		(348,529)
Net loss allocated to general partner	Net loss allocated to general partner		(1)			(2)		Net loss allocated to general partner	(1)		(2)		(2)		(4)
Net loss allocated to limited partners	Net loss allocated to limited partners		$	(110,415)		$	(215,975)	Net loss allocated to limited partners	$	(58,869)	$	(132,550)	$	(169,284)	$	(348,525)

Net loss	Net loss		$	(110,416)		$	(215,977)	Net loss	$	(58,870)	$	(132,552)	$	(169,286)	$	(348,529)
Other comprehensive (loss) income, (net of tax):	Other comprehensive (loss) income, (net of tax):							Other comprehensive (loss) income, (net of tax):
Foreign currency translation adjustment	Foreign currency translation adjustment		(3,091)			15,905		Foreign currency translation adjustment	(5,686)		(6,523)		(8,777)		9,382

Other comprehensive (loss) income, (net of tax)	Other comprehensive (loss) income, (net of tax)		(3,091)			15,905		Other comprehensive (loss) income, (net of tax)	(5,686)		(6,523)		(8,777)		9,382
Total comprehensive loss	Total comprehensive loss		$	(113,507)		$	(200,072)	Total comprehensive loss	$	(64,556)	$	(139,075)	$	(178,063)	$	(339,147)
Basic loss per limited partner unit:	Basic loss per limited partner unit:							Basic loss per limited partner unit:
Weighted average limited partner units outstanding	Weighted average limited partner units outstanding		56,552			56,414		Weighted average limited partner units outstanding	56,622		56,494		56,588		56,455
Net loss per limited partner unit	Net loss per limited partner unit		$	(1.95)		$	(3.83)	Net loss per limited partner unit	$	(1.04)	$	(2.35)	$	(2.99)	$	(6.17)
Diluted loss per limited partner unit:	Diluted loss per limited partner unit:							Diluted loss per limited partner unit:
Weighted average limited partner units outstanding	Weighted average limited partner units outstanding		56,552			56,414		Weighted average limited partner units outstanding	56,622		56,494		56,588		56,455
Net loss per limited partner unit	Net loss per limited partner unit		$	(1.95)		$	(3.83)	Net loss per limited partner unit	$	(1.04)	$	(2.35)	$	(2.99)	$	(6.17)


For the three months ended													For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of March 29, 2020													Balance as of March 29, 2020	56,703	$	(305,152)	$	(3)	$	5,290	$	25,651	$	(274,214)
Net loss													Net loss	—	(132,550)		(2)		—		—		(132,552)

Limited partnership units related to equity-based compensation													Limited partnership units related to equity-based compensation	4	1,447		—		—		—		1,447
Tax effect of units involved in treasury unit transactions													Tax effect of units involved in treasury unit transactions	—	(20)		—		—		—		(20)
Foreign currency translation adjustment, net of tax $(940)													Foreign currency translation adjustment, net of tax $(940)	—	—		—		—		(6,523)		(6,523)

Balance as of June 28, 2020													Balance as of June 28, 2020	56,707	$	(436,275)	$	(5)	$	5,290	$	19,128	$	(411,862)
Balance as of March 28, 2021													Balance as of March 28, 2021	56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)
Net loss													Net loss	—	(58,869)		(1)		—		—		(58,870)

Limited partnership units related to equity-based compensation													Limited partnership units related to equity-based compensation	1	3,619		—		—		—		3,619
Tax effect of units involved in treasury unit transactions													Tax effect of units involved in treasury unit transactions	—	(13)		—		—		—		(13)
Foreign currency translation adjustment, net of tax $(801)													Foreign currency translation adjustment, net of tax $(801)	—	—		—		—		(5,686)		(5,686)

Balance as of June 27, 2021													Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)

For the three months ended		Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
For the six months ended													For the six months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of December 31, 2019	Balance as of December 31, 2019	56,666	$	(25,001)	$	(1)	$	5,290	$	9,746	$	(9,966)	Balance as of December 31, 2019	56,666	$	(25,001)	$	(1)	$	5,290	$	9,746	$	(9,966)
Net loss	Net loss	—	(215,975)		(2)		—		—		(215,977)		Net loss	—	(348,525)		(4)		—		—		(348,529)
Partnership distribution declared ($0.935 per unit)	Partnership distribution declared ($0.935 per unit)	—	(53,022)		—		—		—		(53,022)		Partnership distribution declared ($0.935 per unit)	—	(53,022)		—		—		—		(53,022)
Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	37	(9,413)		—		—		—		(9,413)		Limited partnership units related to equity-based compensation	41	(7,966)		—		—		—		(7,966)
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1,741)		—		—		—		(1,741)		Tax effect of units involved in treasury unit transactions	—	(1,761)		—		—		—		(1,761)
Foreign currency translation adjustment, net of tax $2,851		—	—		—		—		15,905		15,905
Foreign currency translation adjustment, net of tax $1,911													Foreign currency translation adjustment, net of tax $1,911	—	—		—		—		9,382		9,382

Balance as of March 29, 2020		56,703	$	(305,152)	$	(3)	$	5,290	$	25,651	$	(274,214)

Balance as of June 28, 2020													Balance as of June 28, 2020	56,707	$	(436,275)	$	(5)	$	5,290	$	19,128	$	(411,862)
Balance as of December 31, 2020	Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)	Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)
Net loss	Net loss	—	(110,415)		(1)		—		—		(110,416)		Net loss	—	(169,284)		(2)		—		—		(169,286)

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	122	882		—		—		—		882		Limited partnership units related to equity-based compensation	123	4,501		—		—		—		4,501
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1,548)		—		—		—		(1,548)		Tax effect of units involved in treasury unit transactions	—	(1,561)		—		—		—		(1,561)
Foreign currency translation adjustment, net of tax $(427)		—	—		—		—		(3,091)		(3,091)
Foreign currency translation adjustment, net of tax $(1,228)													Foreign currency translation adjustment, net of tax $(1,228)	—	—		—		—		(8,777)		(8,777)

Balance as of March 28, 2021		56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)
Balance as of June 27, 2021													Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)


		Three months ended					Six months ended
		March 28, 2021		March 29, 2020			June 27, 2021		June 28, 2020
CASH FLOWS FOR OPERATING ACTIVITIES	CASH FLOWS FOR OPERATING ACTIVITIES					CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	Net loss	$	(110,416)	$	(215,977)	Net loss	$	(169,286)	$	(348,529)
Adjustments to reconcile net loss to net cash for operating activities:	Adjustments to reconcile net loss to net cash for operating activities:					Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization	Depreciation and amortization	1,453		5,088		Depreciation and amortization	35,445		60,011

Loss on early debt extinguishment						Loss on early debt extinguishment	4		1,696
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles	0		88,181		Loss on impairment of goodwill and other intangibles	0		88,181
Non-cash foreign currency (gain) loss on debt	Non-cash foreign currency (gain) loss on debt	(5,435)		35,332		Non-cash foreign currency (gain) loss on debt	(15,777)		22,955
Non-cash equity based compensation expense (benefit)	Non-cash equity based compensation expense (benefit)	5,369		(4,794)		Non-cash equity based compensation expense (benefit)	9,007		(3,525)
Non-cash deferred income tax benefit	Non-cash deferred income tax benefit	9,896		(27,727)		Non-cash deferred income tax benefit	(2,495)		(50,398)
Net effect of swaps	Net effect of swaps	(3,562)		19,779		Net effect of swaps	(7,396)		21,338
Other non-cash expenses	Other non-cash expenses	3,493		5,995		Other non-cash expenses	7,330		9,381
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
(Increase) decrease in receivables	(Increase) decrease in receivables	1,077		13,233		(Increase) decrease in receivables	(17,723)		12,461
(Increase) decrease in inventories	(Increase) decrease in inventories	(464)		(14,098)		(Increase) decrease in inventories	677		(22,020)
(Increase) decrease in prepaid advertising		(4,084)		(18,575)
(Increase) decrease in tax receivable	(Increase) decrease in tax receivable	(25,130)		(25,093)		(Increase) decrease in tax receivable	(19,785)		(38,317)
(Increase) decrease in other assets	(Increase) decrease in other assets	(1,450)		(4,477)		(Increase) decrease in other assets	(14,034)		(7,948)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	8,505		8,640		Increase (decrease) in accounts payable	33,384		127
Increase (decrease) in deferred revenue	Increase (decrease) in deferred revenue	11,522		34,602		Increase (decrease) in deferred revenue	97,157		41,278
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	25,200		7,580		Increase (decrease) in accrued interest	617		9,454
Increase (decrease) in accrued salaries, wages and benefits						Increase (decrease) in accrued salaries, wages and benefits	3,334		(14,167)
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	(6,353)		(12,828)		Increase (decrease) in other liabilities	6,560		(1,639)
Net cash for operating activities	Net cash for operating activities	(90,379)		(105,139)		Net cash for operating activities	(52,981)		(219,661)
CASH FLOWS FOR INVESTING ACTIVITIES	CASH FLOWS FOR INVESTING ACTIVITIES					CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(8,361)		(58,032)		Capital expenditures	(25,491)		(100,637)

Proceeds from sale of investment						Proceeds from sale of investment	1,405		0

Net cash for investing activities	Net cash for investing activities	(8,361)		(58,032)		Net cash for investing activities	(24,086)		(100,637)
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES	CASH FLOWS (FOR) FROM FINANCING ACTIVITIES					CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Net borrowings on revolving credit loans		0		70,000

Note borrowings						Note borrowings	0		1,000,000
Term debt payments						Term debt payments	0		(465,125)

Distributions paid to partners	Distributions paid to partners	0		(53,022)		Distributions paid to partners	0		(53,022)

Payment of debt issuance costs						Payment of debt issuance costs	(77)		(33,746)
Payments related to tax withholding for equity compensation	Payments related to tax withholding for equity compensation	(4,489)		(4,618)		Payments related to tax withholding for equity compensation	(4,507)		(4,618)
Other	Other	(1,596)		(1,741)		Other	(1,563)		(1,649)
Net cash (for) from financing activities	Net cash (for) from financing activities	(6,085)		10,619		Net cash (for) from financing activities	(6,147)		441,840
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(181)		(3,405)		EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(926)		(2,659)
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS					CASH AND CASH EQUIVALENTS
Net decrease for the period		(105,006)		(155,957)
Net (decrease) increase for the period						Net (decrease) increase for the period	(84,140)		118,883
Balance, beginning of period	Balance, beginning of period	376,736		182,252		Balance, beginning of period	376,736		182,252
Balance, end of period	Balance, end of period	$	271,730	$	26,295	Balance, end of period	$	292,596	$	301,135
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION					SUPPLEMENTAL INFORMATION
Cash payments for interest expense	Cash payments for interest expense	$	16,085	$	19,342	Cash payments for interest expense	$	83,937	$	51,869
Interest capitalized	Interest capitalized	559		465		Interest capitalized	1,150		1,423
Net cash (refunds) payments for income taxes	Net cash (refunds) payments for income taxes	(330)		4,000		Net cash (refunds) payments for income taxes	(10)		5,984
Capital expenditures in accounts payable	Capital expenditures in accounts payable	3,401		11,365		Capital expenditures in accounts payable	8,302		5,847

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

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, ~~and~~ is expected to have a continuing negative impact in ~~2021. We continue~~2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to ~~actively work with state~~the spread of COVID-19 and local ~~officials~~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 ~~anticipate opening~~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 ~~parks in May~~U.S. properties for the 2021 ~~except for Canada's Wonderland. Upon opening, our parks will continue to operate in accordance~~operating season on a staggered basis with capacity restrictions, guest reservations, and other operating ~~limitations.~~protocols in place. Our 2021 operating calendars ~~have been aligned~~were designed to align with anticipated capacity restrictions, guest demand and labor availability. 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 have 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. We were able to open our Canadian property, Canada's Wonderland, in ~~a challenging labor market. Due to unfavorable COVID-19 trends in Ontario,~~July 2021. Canada's Wonderland is ~~not expected to open~~operating with capacity restrictions, guest reservations, and other operating protocols in May 2021, but we anticipate opening the park as soon as conditions and the local jurisdiction allow. While full park operations at Knott's Berry Farm, our only year-round park, remained suspended during the first four months of 2021, the park hosted a culinary festival from March 5, 2021 through May 2, 2021.place. 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.

In the prior year quarterly period ended ~~March 29,~~June 28, 2020, we estimated that some ~~or all~~ of our parks would remain closed throughout 2020 and some of our parks that had been able to open would be compelled to close for the 2020 operating season earlier than the park's typical operating calendar due to the effects of the COVID-19 pandemic. Furthermore, during the second quarter of 2020, we paused collections of guest payments on installment purchase products and extended the usage privileges of 2020 season passes through the 2021 operating season. As a result, we estimated the following working capital amounts would be realized greater than 12 months from the balance sheet date, and these amounts were classified as non-current within the prior year quarterly period unaudited condensed consolidated balance sheet:

In the current year quarterly period ended ~~March 28,~~June 27, 2021, all of our ~~parks are expected to~~properties were open except for our Canadian property, Canada's Wonderland, which opened in July 2021. Therefore, we expect outstanding working capital amounts to be realized within 12 months from the balance sheet date, including accounts receivable related to outstanding installment purchase products and deferred revenue related to outstanding season passes, with the exception of ~~$5.4~~$5.8 million of deferred revenue expected to be realized greater than 12 months from the balance sheet date due to the extension of validity ~~extension~~ for ~~Knott's Berry Farm season passes~~Canada's Wonderland season-long products (see Note 3).

Except for the changes described below, our unaudited condensed consolidated financial statements included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2020, which were included in the Form 10-K filed on February 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

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing specific exceptions and clarifying and amending existing guidance under Topic 740, Income Taxes. ASU 2019-12 is effective for fiscal years after December 15, 2020 and interim periods within those years. Early adoption is permitted, including adoption in any interim period, but all amendments must be adopted in the same period. The allowable adoption methods differ under the various amendments. We adopted ASU 2019-12 as of January 1, 2021. The standard did not have an effect on the condensed consolidated financial statements and related disclosures.

In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. We are in the process of evaluating the effect this standard will have on the unaudited condensed consolidated financial statements and related disclosures.

We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm, which is typically open daily on a year-round basis. Our seasonal parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day. After Labor Day, our seasonal parks are open during select weekends in September and, in most cases, in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks typically are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. COVID-19 impacted our parks' operating calendars in 2020 and 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, we have adopted the following accounting procedures: (a) revenues from multi-use products are recognized over the estimated number of uses expected for each type of product; and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year. ~~Due to the effects of the COVID-19 pandemic on our parks' 2020 operating calendars, we recognized depreciation and certain other~~For those operating costs ~~which were still incurred and which~~that are ~~typically~~ 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 ~~for 2020. This change in accounting procedure~~represented each park's planned operating days. Pre-COVID-19 budgeted operating days more accurately reflected incurred expense, ~~and~~ resulted in greater consistency between parks and with historical ~~results. In 2021, we will~~results, and was more consistent with our interim reporting accounting procedures compared with updating our procedures to recognize ~~these types of expenses~~expense over ~~each park's 2021~~the much fewer actual operating ~~season.~~days in 2020.

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


		Three months ended					Three months ended				Six months ended
(In thousands)	(In thousands)		March 28, 2021		March 29, 2020			(In thousands)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
In-park revenues	In-park revenues		$	0	$	43,027		In-park revenues	$	190,666	$	1,217	$	190,666	$	44,244
Out-of-park revenues	Out-of-park revenues		10,147		12,091			Out-of-park revenues	40,833		5,563		50,980		17,654
Concessionaire remittance	Concessionaire remittance		(405)		(1,483)			Concessionaire remittance	(7,362)		(194)		(7,767)		(1,677)
Net revenues	Net revenues		$	9,742	$	53,635		Net revenues	$	224,137	$	6,586	$	233,879	$	60,221

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.

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 receive 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 ~~have~~ identified the loyalty reward as a separate performance obligation and ~~have~~ 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 to a much lesser extent the loyalty reward offering, resulted in a significant amount of revenue being deferred into 2021. Due to the extension of the validity of the 2020 season-long products into 2021, we classified ~~$154.9~~$88.6 million of deferred revenue as non-current as of ~~March 29,~~June 28, 2020 within "Non-Current Deferred Revenue" in the unaudited condensed consolidated balance sheet. 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 are offering similar plans. We expect deferred revenue related to our outstanding season-long products to be realized within 12 months from the balance sheet date except for $5.8 million of deferred revenue expected to be recognized in the third quarter of 2022 due to the Canada's Wonderland extension. In order to calculate revenue recognized ~~in 2020~~ 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 ~~season.~~seasons. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic. In addition to the extended validity through 2021, Knott's Berry Farm is also offering a day-for-day extension into calendar year 2022 for 2020 and 2021 season passes for every day the park is closed in 2021. Due to the Knott's Berry Farm extension, we classified $5.4 million of deferred revenue as non-current as of March 28, 2021. No other parks are offering similar plans.

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. ~~During~~Approximately $39 million of the ~~three months ended March 28, 2021, a minimal amount of the~~current deferred revenue balance as of January 1, 2021 was recognized ~~as only limited out-of-park attractions were open~~ during the ~~first quarter of~~six months ended June 27, 2021. We also recorded $10.5 million of non-current deferred revenue as of January 1, 2021 which largely ~~represents~~represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2039.

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 ~~March 28,~~June 27, 2021, December 31, 2020 and ~~March 29,~~June 28, 2020, we recorded ~~an $8.7~~a $10.8 million, $8.7 million and ~~$6.0~~$6.7 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. We will resume~~Wonderland where we resumed collections ~~at Canada's Wonderland when the park is able to open for the 2021 operating season.~~

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 unaudited condensed consolidated financial statements.

We concluded indicators of impairment did not exist during the first ~~quarter~~six 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 quarter of 2020 and due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets 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. Therefore, we recorded a $2.7 million impairment charge equal to the difference between the fair value and the carrying amounts of the assets in "Loss on impairment / retirement of fixed assets" within the unaudited condensed consolidated statement of operations and comprehensive loss 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. Management made significant estimates in performing the impairment test, including the 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.

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


(In thousands)	(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
March 28, 2021
June 27, 2021								June 27, 2021
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,623	$	—	$	49,623	Trade names	$	49,951	$	—	$	49,951
License / franchise agreements	License / franchise agreements	4,259		(3,369)		890		License / franchise agreements	4,263		(3,463)		800
Total other intangible assets	Total other intangible assets	$	53,882	$	(3,369)	$	50,513	Total other intangible assets	$	54,214	$	(3,463)	$	50,751

December 31, 2020	December 31, 2020							December 31, 2020
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,454	$	—	$	49,454	Trade names	$	49,454	$	—	$	49,454
License / franchise agreements	License / franchise agreements	4,259		(3,425)		834		License / franchise agreements	4,259		(3,425)		834
Total other intangible assets	Total other intangible assets	$	53,713	$	(3,425)	$	50,288	Total other intangible assets	$	53,713	$	(3,425)	$	50,288

March 29, 2020
June 28, 2020								June 28, 2020
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	50,361	$	—	$	50,361	Trade names	$	50,713	$	—	$	50,713
License / franchise agreements	License / franchise agreements	4,255		(2,958)		1,297		License / franchise agreements	4,256		(3,133)		1,123
Total other intangible assets	Total other intangible assets	$	54,616	$	(2,958)	$	51,658	Total other intangible assets	$	54,969	$	(3,133)	$	51,836


(In thousands)	(In thousands)	March 28, 2021		December 31, 2020		March 29, 2020		(In thousands)	June 27, 2021		December 31, 2020		June 28, 2020

Revolving credit facility		$	0	$	0	$	70,000
U.S. term loan averaging 1.88% YTD 2021; 2.70% in 2020; 3.43% YTD 2020 (1)		264,250		264,250		729,375

U.S. term loan averaging 1.87% YTD 2021; 2.70% in 2020; 3.08% YTD 2020 (1)								U.S. term loan averaging 1.87% YTD 2021; 2.70% in 2020; 3.08% YTD 2020 (1)	$	264,250	$	264,250	$	264,250
Notes	Notes							Notes
2024 U.S. fixed rate senior unsecured notes at 5.375%	2024 U.S. fixed rate senior unsecured notes at 5.375%	450,000		450,000		450,000		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%	2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		0		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%	2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000		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%	2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		0		2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		0
2029 U.S. fixed rate senior unsecured notes at 5.250%	2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000		2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
		3,014,250		3,014,250		2,249,375			3,014,250		3,014,250		2,714,250
Less current portion		0		0		(7,500)

		3,014,250		3,014,250		2,241,875
Less debt issuance costs and original issue discount	Less debt issuance costs and original issue discount	(56,769)		(60,006)		(24,589)		Less debt issuance costs and original issue discount	(53,535)		(60,006)		(53,715)
		$	2,957,481	$	2,954,244	$	2,217,286		$	2,960,715	$	2,954,244	$	2,660,535

In April 2017, we amended and restated our existing credit agreement (the "2017 Credit Agreement") which includes our senior secured term loan facility and senior secured revolving credit facility. The $750 million senior secured term loan facility under the 2017 Credit Agreement matures on April 15, 2024 and, following an amendment in March 2018, bears interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the amendment reflected $0.9 million of Original Issue Discount ("OID"). 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 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.

In 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 to $375 million with a Canadian sub-limit of $15 million. Senior secured revolving credit facility borrowings following the Second Amendment bore interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps and required 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 ~~the~~ 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 ~~March 28,~~June 27, 2021, 0 borrowings were outstanding under the revolving credit facility.

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 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. 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 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") ~~in a private placement.~~. 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 ~~beginning April 1, 2021,~~ 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.

The Third Amended 2017 Credit Agreement includes: (i) a Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which will 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 fiscal quarter. As of ~~March 28,~~June 27, 2021, we were in compliance with the applicable financial covenants under the Third Amended 2017 Credit Agreement.

Our fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 2024 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x, we can still make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.00x as of ~~March 28,~~June 27, 2021.

Derivative financial instruments are used within our 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, we 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 we believe poses minimal credit risk. We do not use derivative financial instruments for trading purposes.

We have 4 interest rate swap agreements with a notional value of $500 million that convert ~~$500 million of one month~~one-month variable rate LIBOR to a 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 impact of interest rate swap agreements. As of ~~March 29,~~June 28, 2020, we had 4 additional interest rate swap agreements that matured on December 31, 2020 and converted the same notional amount of ~~one month~~one-month variable rate LIBOR to a fixed rate of 2.64%. NaN of the interest rate swap agreements are designated as hedging instruments. The fair market value of our swap portfolio, including the location within the unaudited condensed consolidated balance sheets, for the periods presented were as follows:


(In thousands)	(In thousands)	Balance Sheet Location	March 28, 2021		December 31, 2020		March 29, 2020		(In thousands)	Balance Sheet Location	June 27, 2021		December 31, 2020		June 28, 2020
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:								Derivatives not designated as hedging instruments:
Interest Rate Swaps	Interest Rate Swaps	Other accrued liabilities	$	0	$	0	$	(8,718)	Interest Rate Swaps	Other accrued liabilities	$	0	$	0	$	(7,328)
		Derivative Liability	(35,524)		(39,086)		(34,298)			Derivative Liability	(31,690)		(39,086)		(37,247)
			$	(35,524)	$	(39,086)	$	(43,016)			$	(31,690)	$	(39,086)	$	(44,575)


(In thousands)	(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	March 28, 2021				December 31, 2020				March 29, 2020				(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	June 27, 2021				December 31, 2020				June 28, 2020
				Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value					Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets (liabilities) measured on a recurring basis:	Financial assets (liabilities) measured on a recurring basis:															Financial assets (liabilities) measured on a recurring basis:
Short-term investments	Short-term investments	Other current assets	Level 1	$	348	$	348	$	280	$	280	$	99	$	99	Short-term investments	Other current assets	Level 1	$	361	$	361	$	280	$	280	$	156	$	156
Interest rate swaps	Interest rate swaps	Derivative Liability (1)	Level 2	$	(35,524)	$	(35,524)	$	(39,086)	$	(39,086)	$	(43,016)	$	(43,016)	Interest rate swaps	Derivative Liability (1)	Level 2	$	(31,690)	$	(31,690)	$	(39,086)	$	(39,086)	$	(44,575)	$	(44,575)
Other financial assets (liabilities):	Other financial assets (liabilities):															Other financial assets (liabilities):
Term debt	Term debt	Long-Term Debt (2)	Level 2	$	(264,250)	$	(257,644)	$	(264,250)	$	(253,680)	$	(721,875)	$	(620,813)	Term debt	Long-Term Debt (2)	Level 2	$	(264,250)	$	(258,965)	$	(264,250)	$	(253,680)	$	(264,250)	$	(252,359)
2024 senior notes	2024 senior notes	Long-Term Debt (2)	Level 1	$	(450,000)	$	(454,500)	$	(450,000)	$	(451,125)	$	(450,000)	$	(382,500)	2024 senior notes	Long-Term Debt (2)	Level 1	$	(450,000)	$	(453,938)	$	(450,000)	$	(451,125)	$	(450,000)	$	(427,500)
2025 senior notes	2025 senior notes	Long-Term Debt (2)	Level 2	$	(1,000,000)	$	(1,043,750)	$	(1,000,000)	$	(1,043,750)	0		0		2025 senior notes	Long-Term Debt (2)	Level 2	$	(1,000,000)	$	(1,041,250)	$	(1,000,000)	$	(1,043,750)	$	(1,000,000)	$	(992,500)
2027 senior notes	2027 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(513,125)	$	(500,000)	$	(507,500)	$	(500,000)	$	(410,000)	2027 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(516,250)	$	(500,000)	$	(507,500)	$	(500,000)	$	(465,000)
2028 senior notes	2028 senior notes	Long-Term Debt (2)	Level 2	$	(300,000)	$	(321,375)	$	(300,000)	$	(318,000)	0		0		2028 senior notes	Long-Term Debt (2)	Level 1 (3)	$	(300,000)	$	(324,000)	$	(300,000)	$	(318,000)	0		0
2029 senior notes	2029 senior notes	Long-Term Debt (2)	Level 1 (3)	$	(500,000)	$	(510,625)	$	(500,000)	$	(505,625)	$	(500,000)	$	(417,500)	2029 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(515,000)	$	(500,000)	$	(505,625)	$	(500,000)	$	(462,500)

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 quarter 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, these assets were measured at fair value. We recorded a $2.7 million, $73.6 million and $7.9 million impairment charge to long-lived assets, goodwill and the trade name at the Schlitterbahn parks, respectively, and a $6.8 million impairment charge to goodwill at Dorney Park during the first quarter of 2020. The long-lived asset impairment charge was recorded in "Loss on impairment / retirement of fixed assets", and the goodwill and intangible asset impairment charges were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statements 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.


		Three months ended			Three months ended						Six months ended
(In thousands, except per unit amounts)	(In thousands, except per unit amounts)		March 28, 2021			March 29, 2020		(In thousands, except per unit amounts)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
Basic weighted average units outstanding	Basic weighted average units outstanding		56,552			56,414		Basic weighted average units outstanding	56,622		56,494		56,588		56,455

Diluted weighted average units outstanding	Diluted weighted average units outstanding		56,552			56,414		Diluted weighted average units outstanding	56,622		56,494		56,588		56,455
Net loss per unit - basic	Net loss per unit - basic		$	(1.95)		$	(3.83)	Net loss per unit - basic	$	(1.04)	$	(2.35)	$	(2.99)	$	(6.17)
Net loss per unit - diluted	Net loss per unit - diluted		$	(1.95)		$	(3.83)	Net loss per unit - diluted	$	(1.04)	$	(2.35)	$	(2.99)	$	(6.17)

~~For the three months ended March 28, 2021 and March 29, 2020, there~~There were approximately ~~0.6~~0.4 million and 0.3 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the three months ended June 27, 2021 and June 28, 2020, respectively, as their effect would have been anti-dilutive due to the net loss in each period. There were approximately 0.5 million and 0.4 million potentially dilutive units excluded for the six months ended June 27, 2021 and June 28, 2020, respectively, as their effect would have been anti-dilutive due to the net loss in each period.

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

The total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss). Our consolidated estimated annual effective tax rate differs from the statutory federal income tax rate primarily due to state, local and foreign income taxes, 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 ~~carryback~~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 $78.6 million. Second, as of ~~March 28,~~June 27, 2021, the annual effective tax rate included a net benefit of $6.1 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated ~~$6.4 million~~ incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The ~~estimated $6.4 million~~overall benefit of the carryback of losses was decreased by ~~$0.3~~$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.

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, is expected to have a continuing negative impact in 2021 and may have a longer-term negative effect. We continue to actively work with state and local officials and anticipate opening all of our parks in May 2021 except for Canada's Wonderland. Upon opening, our parks will continue to operate under capacity and other operating limitations. Our 2021 operating calendars have been aligned with anticipated capacity restrictions, guest demand and labor availability in a challenging labor market. Due to unfavorable COVID-19 trends in Ontario, Canada's Wonderland is not expected to open in May 2021, but we anticipate opening the park as soon as conditions and the local jurisdiction allow. While full park operations at Knott's Berry Farm, our only year-round park, remained suspended during the first four months of 2021, the park hosted a culinary festival from March 5, 2021 through May 2, 2021. Prior to reopening, pre-opening expenses are being minimized. With broad vaccination distribution efforts in process and in anticipation of pent-up consumer demand for outdoor entertainment, we are focused on maximizing the seasonally weighted second half of 2021. A substantial portion of our revenues are typically generated during the peak vacation months of July and August allowing time for broader vaccine distribution and a potential reduction of COVID-19 restrictions before these key months. In addition, as of March 28, 2021, we have a sizeable base of approximately 1.8 million season passes outstanding and valid for the 2021 operating season following the extension of usage privileges for 2020 season passes through the 2021 operating season. Despite these positive indicators, we do not anticipate 2021 to be a normal year operationally or financially, and it is uncertain how long it may take us to achieve full operational potential. 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.

In ~~order to ensure~~May 2021, we opened all of our season pass holders receive a full season of access to our parks, in April 2020, we extended the usage privileges of 2020 season passes through the 2021 season and paused collections of guest payments on installment purchase products. 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. We will resume collections at Canada's Wonderland when the park is able to openU.S. properties for the 2021 operating ~~season. At four~~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. 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 have 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. 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. Our future operations are dependent on factors outside of our ~~parks, we also provided our season pass holders a loyalty reward~~knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to ~~be used on purchases within the park during the 2021 operating season. Knott's Berry Farm is also offering a day-for-day extension into calendar year 2022 for 2020~~contain its spread and ~~2021 season passes for every day the park is closed in 2021. No other parks are offering similar plans. Refer to~~ ~~Note~~ 3 ~~for additional detail.~~mitigate its public health effects.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. 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.

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


		Three months ended			Three months ended						Six months ended
(In thousands)	(In thousands)		March 28, 2021			March 29, 2020		(In thousands)	June 27, 2021		June 28, 2020		June 27, 2021		June 28, 2020
Net loss	Net loss		$	(110,416)		$	(215,977)	Net loss	$	(58,870)	$	(132,552)	$	(169,286)	$	(348,529)
Interest expense	Interest expense		44,096			27,219		Interest expense	46,005		36,746		90,101		63,965
Interest income	Interest income		(13)			(348)		Interest income	(18)		(76)		(31)		(424)
Benefit for taxes	Benefit for taxes		(16,297)			(49,007)		Benefit for taxes	(10,608)		(36,756)		(26,905)		(85,763)
Depreciation and amortization	Depreciation and amortization		1,453			5,088		Depreciation and amortization	33,992		54,923		35,445		60,011
EBITDA	EBITDA		(81,177)			(233,025)		EBITDA	10,501		(77,715)		(70,676)		(310,740)

Loss on early debt extinguishment								Loss on early debt extinguishment	—		1,696		4		1,696
Net effect of swaps	Net effect of swaps		(3,562)			19,779		Net effect of swaps	(3,834)		1,559		(7,396)		21,338
Non-cash foreign currency (gain) loss	Non-cash foreign currency (gain) loss		(5,804)			34,203		Non-cash foreign currency (gain) loss	(11,018)		(12,515)		(16,822)		21,688
Non-cash equity compensation expense	Non-cash equity compensation expense		5,369			(4,794)		Non-cash equity compensation expense	3,638		1,334		9,007		(3,460)
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net		1,539			6,767		Loss on impairment / retirement of fixed assets, net	1,937		1,036		3,476		7,803
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles		—			88,181		Loss on impairment of goodwill and other intangibles	—		—		—		88,181

Other (1)	Other (1)		13			224		Other (1)	496		(54)		505		170
Adjusted EBITDA	Adjusted EBITDA		$	(83,622)		$	(88,665)	Adjusted EBITDA	$	1,720	$	(84,659)	$	(81,902)	$	(173,324)

~~Operating~~Due to the effects of the COVID-19 pandemic, the results for the ~~first quarter are historically less than 5%~~six months ended June 27, 2021 were not directly comparable with the results for the six months ended June 28, 2020. The current six-month period included 393 operating days compared with a total of ~~our full-year revenues and attendance. First quarter results typically include normal off-season~~129 operating maintenance and administrative expenses at our ten seasonal amusement parks and two of our separately gated outdoor water parks, daily operations at Knott's Berry Farm which is typically open year-round, limited operations atdays for the ~~Schlitterbahn parks which are typically open during portions of March, and some out-of-park attractions, including limited hotel operations.~~prior six-month period.

~~Due~~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, ~~including Knott's Berry Farm~~when all of our properties opened on a staggered basis except our Canadian property, Canada's Wonderland. Upon opening in 2021, park operating calendars were reduced, guest reservations were required, and some operating restrictions were in place. The current period also included results prior to the ~~Schlitterbahn parks. Therefore, the fiscal three-month period ended March 28,~~May 2021 ~~included no operating days. Operations during the first quarter~~opening of ~~2021 were limited to a culinary festival at Knott's Berry Farm and~~our parks from limited out-of-park attractions, including some of our hotel ~~properties.~~properties and a culinary festival at Knott's Berry Farm from March 5, 2021 through May 2, 2021. Net revenues from the culinary festival at Knott's Berry Farm were classified as out-of-park revenues. ~~Operating day statistics~~The 393 operating days for the six months ended June 27, 2021 exclude these limited operations at Knott's Berry Farm.

~~The fiscal three-month~~In the prior period ~~ended~~and due to the effects of the COVID-19 pandemic, our properties closed on March ~~29,~~14, 2020 and remained closed for the entirety of the second quarter of 2020 with the exception of three parks that opened at the end of the quarter and limited out-of-park operations beginning June 2020. Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston reopened on June 13, 2020, and Worlds of Fun opened on June 22, 2020. Limited out-of-park attractions included ~~a total of 90 operating days which~~some outside retail and food locations at Knott's Berry Farm and Cedar Point and limited resort operations at Cedar Point. Prior period results also included daily operations at Knott's Berry Farm and 16 operating days at the Schlitterbahn parks prior to the March 14, 2020 closure of our properties.


		Three months ended				Increase (Decrease)					Six months ended				Increase (Decrease)
		March 28, 2021		March 29, 2020		$		%			June 27, 2021		June 28, 2020		$		%
		(Amounts in thousands)									(Amounts in thousands)
Net revenues	Net revenues	$	9,742	$	53,635	$	(43,893)	(81.8)	%	Net revenues	$	233,879	$	60,221	$	173,658	288.4	%
Operating costs and expenses	Operating costs and expenses	98,810		137,562		(38,752)		(28.2)	%	Operating costs and expenses	325,451		230,277		95,174		41.3	%
Depreciation and amortization	Depreciation and amortization	1,453		5,088		(3,635)		(71.4)	%	Depreciation and amortization	35,445		60,011		(24,566)		(40.9)	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	1,539		6,767		(5,228)		N/M		Loss on impairment / retirement of fixed assets, net	3,476		7,803		(4,327)		N/M
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles	—		88,181		(88,181)		N/M		Loss on impairment of goodwill and other intangibles	—		88,181		(88,181)		N/M
Gain on sale of investment	Gain on sale of investment	(2)		—		(2)		N/M		Gain on sale of investment	(2)		—		(2)		N/M
Operating loss	Operating loss	$	(92,058)	$	(183,963)	$	91,905	N/M		Operating loss	$	(130,491)	$	(326,051)	$	195,560	60.0	%
N/M - Not meaningful

Other Data:	Other Data:									Other Data:
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	(83,622)	$	(88,665)	$	5,043	5.7	%	Adjusted EBITDA (1)	$	(81,902)	$	(173,324)	$	91,422	52.7	%

Attendance										Attendance	3,409		974		2,435		250.0	%
In-park per capita spending										In-park per capita spending	$	55.94	N/M		N/M		N/M
Out-of-park revenues	Out-of-park revenues	$	10,147	$	12,091	$	(1,944)	(16.1)	%	Out-of-park revenues	$	50,980	$	17,654	$	33,326	188.8	%

For the ~~three~~six months ended ~~March 28,~~June 27, 2021, net revenues ~~decreased 82% to $9.7~~totaled $233.9 million ~~from $53.6~~compared with $60.2 million for the ~~three~~six months ended ~~March 29,~~June 28, 2020. The ~~decrease reflected no in-park revenue~~increase in net revenues was attributable to the 264 operating day increase in the current period ~~due to the delay of park openings~~resulting in a 2.4 million-visit increase in attendance. In-park per capita spending for the six months ended June 27, 2021 ~~operating season~~totaled $55.94, which represented higher levels of guest spending across all key revenue categories driven by increases in both pricing and volume. Out-of-park revenues for the six months ended June 27, 2021 increased $33.3 million compared with ~~90 operating days in~~ the ~~prior period and a $1.9 million decrease in out-of-park revenues.~~six months ended June 28, 2020. The ~~decrease~~increase in out-of-park revenues was ~~primarily~~ attributable to ~~a decline in accommodations revenue somewhat offset by~~ revenues from the Knott's Berry Farm culinary ~~festival.~~festival in the current period, as well as the opening of our properties in May 2021. Net revenues for ~~the three months~~both six month periods were not materially impacted by foreign currency exchange rates.

Operating costs and expenses for the ~~three~~six months ended ~~March 28,~~June 27, 2021 ~~decreased 28%~~increased to ~~$98.8~~$325.5 million from ~~$137.6~~$230.3 million for the ~~three~~six months ended ~~March 29,~~June 28, 2020. This was the result of a ~~$4.1~~$17.5 million ~~decrease~~increase in cost of goods sold, a ~~$40.2~~$48.7 million ~~decrease~~increase in operating expenses and a ~~$5.5~~$28.9 million increase in SG&A expense. The ~~decrease~~increase in cost of goods sold was due to the ~~decline~~increase in sales volume related to ~~delayed~~ park ~~openings~~operations that recommenced in May 2021. ~~The $40.2~~Of the $48.7 million ~~decrease~~increase in operating expenses, $36.2 million was attributable to an increase in seasonal labor wages. While the majority of the increase in seasonal labor wages was due to the opening of our parks in May 2021 and limited operations in the first six months of 2020, there was also a meaningful increase in the seasonal labor rate which was required to recruit employees in a challenging labor market. The

remaining increase in operating expenses was attributable to ~~less~~higher full-time wages and maintenance ~~expense~~wages largely due to ~~delayed park openings~~prior period benefits from the U.S. Employee Retention Credit program and ~~less maintenance required in 2021 following minimal 2020 usage of rides and attractions,~~the Canada Emergency Wage Subsidy program, as well as ~~reductions~~an increase in ~~seasonal labor,~~ operating supplies, ~~and utilities due to delayed park openings.~~particularly for live entertainment. The ~~$5.5~~$28.9 million increase in SG&A expense was attributable to prior period declines in the anticipated payout of outstanding performance units and the value of outstanding deferred units, both of which are part of our equity-based compensation plans, ~~and~~ current period consulting fees incurred as a result of a business optimization ~~program. The increases in SG&A expense were somewhat offset by less~~program, and to a lesser extent, increased advertising expense and transaction fees ~~and information technology supplies~~ due to ~~delayed~~current period park openings. Operating costs and expenses were not materially impacted by foreign currency exchange ~~rates.~~rates in either period.

Depreciation and amortization expense for the ~~three~~six months ended ~~March 28,~~June 27, 2021 decreased ~~$3.6~~$24.6 million compared with the ~~three~~six months ended ~~March 29,~~June 28, 2020 due to 90562 fewer planned operating days in the ~~current period.~~first six months of 2021 compared with planned operating days in the first six months of 2020. We recognize ~~deprecation~~depreciation and amortization expense over planned operating ~~days for the majority of our assets. Depreciation during the current period was attributable to hotel properties that typically operate year-round.~~days. The loss on impairment / retirement of fixed assets for the ~~three~~six months ended ~~March 28,~~June 27, 2021 was ~~$1.5~~$3.5 million compared with ~~$6.8~~$7.8 million for the ~~three~~six months ended ~~March 29,~~June 28, 2020. The current period included retirements of assets in the normal course of business. The prior period included a $2.7 million impairment charge with respect to the Schlitterbahn parks' long-lived assets triggered by the anticipated negative effects of the COVID-19 pandemic during the first quarter of 2020 (see Note 4), as well as the impairment of two specific assets during the first quarter of 2020. Similarly triggered by the anticipated negative effects of the COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for the ~~three~~six months ended ~~March 29,~~June 28, 2020 included impairment charges of $73.6 million, $6.8 million and $7.9 million attributable to goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020 (see Note 5).

Interest expense for the ~~three~~six months ended ~~March 28,~~June 27, 2021 increased ~~$16.9~~$26.1 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 our swaps resulted in a benefit to earnings of ~~$3.6~~$7.4 million for the ~~three~~six months ended ~~March 28,~~June 27, 2021 compared with a ~~$19.8~~$21.3 million charge to earnings for the ~~three~~six months ended ~~March 29,~~June 28, 2020. The difference was attributable to the change in fair market value movements in our swap portfolio. We recognized a $1.7 million loss on early debt extinguishment related to our April 2020 refinancing during the first six months of 2020. During the current period, we also recognized a ~~$5.8~~$16.9 million net benefit to earnings for foreign currency gains and losses compared with a ~~$34.2~~$21.6 million net charge to earnings for the ~~three~~six months ended ~~March 29,~~June 28, 2020. Both amounts primarily ~~represent~~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~~six months ended ~~March 28,~~June 27, 2021, a benefit for taxes of ~~$16.3~~$26.9 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of ~~$49.0~~$85.8 million for the ~~three~~six months ended ~~March 29,~~June 28, 2020. The decrease in benefit for taxes was attributable to a larger prior period ~~increase in~~ pretax loss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we expect to recognize two benefits. First, we expect to ~~carryback~~carry back the 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 $78.6 million. Second, as of ~~March 29, 2020,~~June 27, 2021, the annual effective tax rate included a net benefit of $6.1 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated ~~$6.4 million~~ incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The ~~estimated $6.4 million~~overall benefit of the carryback of losses was decreased by ~~$0.3~~$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.

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 staggered basis except our Canadian property, Canada's Wonderland. Upon opening in 2021, park operating calendars were reduced, reservations were required, and some operating restrictions were in place. The current period also included results prior to the May 2021 opening of our parks from limited out-of-park attractions, including some of our hotel properties and a culinary festival at Knott's Berry Farm that ran through May 2, 2021. Net revenues from the culinary festival at Knott's Berry Farm were classified as out-of-park revenues. The 393 operating days for the three months ended June 27, 2021 exclude these limited operations at Knott's Berry Farm.

In the prior period and due to the effects of the COVID-19 pandemic, our properties were closed for the entirety of the second quarter of 2020 with the exception of three parks that opened at the end of the quarter and limited out-of-park operations beginning June 2020. Schlitterbahn Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston reopened on June 13, 2020, and Worlds of Fun opened on June 22, 2020. Limited out-of-park attractions included some outside retail and food locations at Knott's Berry Farm and Cedar Point and limited resort operations at Cedar Point.


	Three months ended				Increase (Decrease)
	June 27, 2021		June 28, 2020		$		%
	(Amounts in thousands)
Net revenues	$	224,137	$	6,586	$	217,551	N/M
Operating costs and expenses	226,641		92,715		133,926		144.4	%
Depreciation and amortization	33,992		54,923		(20,931)		(38.1)	%
Loss on impairment / retirement of fixed assets, net	1,937		1,036		901		N/M


Operating loss	$	(38,433)	$	(142,088)	$	103,655	73.0	%

Other Data:
Adjusted EBITDA (1)	$	1,720	$	(84,659)	$	86,379	102.0	%

Attendance	3,409		38		3,371		N/M
In-park per capita spending	$	55.94	N/M		N/M		N/M
Out-of-park revenues	$	40,833	$	5,563	$	35,270	N/M

For the three months ended June 27, 2021, net revenues totaled $224.1 million compared with $6.6 million for the three months ended June 28, 2020. The increase in net revenues was attributable to the 354 operating day increase in the current period resulting in a 3.4 million-visit increase in attendance. In-park per capita spending totaled $55.94 for the three months ended June 27, 2021, which represented higher levels of guest spending across all key revenue categories driven by increases in both pricing and volume. Out-of-park revenues for the three months ended June 27, 2021 increased $35.3 million compared with the three months ended June 28, 2020. The increase in out-of-park revenues was attributable to the opening of our properties in May 2021, as well as revenues from the Knott's Berry Farm culinary festival in the current period. Net revenues for both three month periods were not materially impacted by foreign currency exchange rates.

Operating costs and expenses for the three months ended June 27, 2021 increased to $226.6 million from $92.7 million for the three months ended June 28, 2020. This was the result of a $21.6 million increase in cost of goods sold, an $89.0 million increase in operating expenses and a $23.3 million increase in SG&A expense. The increase in cost of goods sold was due to the increase in sales volume related to park operations that recommenced in May 2021. Of the $89.0 million increase in operating expenses, $49.0 million was attributable to an increase in seasonal labor wages. While the majority of the increase in seasonal labor wages was due to the opening of our parks in May 2021 and limited operations in the second quarter of 2020, there was also a meaningful increase in the seasonal labor rate which was required to recruit employees in a challenging labor market. The remaining increase in operating expenses was attributable to higher full-time wages and maintenance wages largely due to prior period benefits from the U.S. Employee Retention Credit program and the Canada Emergency Wage Subsidy program, as well as an increase in operating supplies, particularly for live entertainment and personnel, and maintenance supplies due to a shift in the timing of current period park openings. The $23.3 million increase in SG&A expense was attributable to increased transaction fees and advertising expense due to current period park openings, higher full-time wages

Depreciation and amortization expense for the three months ended June 27, 2021 decreased $20.9 million compared with the three months ended June 28, 2020 due to 433 fewer planned operating days in the second quarter of 2021 compared with planned operating days in the second 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 June 27, 2021 was comparable with the results from the three months ended June 28, 2020 and was due to retirements of assets in the normal course of business.

Interest expense for the three months ended June 27, 2021 increased $9.3 million due to interest incurred on the 2028 senior notes issued in October 2020 and 2025 senior notes issued in April 2020. The net effect of our swaps resulted in a benefit to earnings of $3.8 million for the three months ended June 27, 2021 compared with a $1.6 million charge to earnings for the three months ended June 28, 2020. The difference was attributable to the change in fair market value movements in our swap portfolio. We recognized a $1.7 million loss on early debt extinguishment related to our April 2020 refinancing during the three months ended June 28, 2020. During the second quarter of 2021, we also recognized an $11.1 million net benefit to earnings for foreign currency gains and losses compared with a $12.7 million net benefit to earnings for the three months ended June 28, 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 June 27, 2021, a benefit for taxes of $10.6 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $36.8 million for the three months ended June 28, 2020. The decrease in benefit for taxes was 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 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, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $78.6 million. Second, as of June 27, 2021, the annual effective tax rate included a net benefit of $6.1 million from carrying back the projected tax year 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.

For the three months ended ~~March 28,~~June 27, 2021, Adjusted EBITDA ~~loss~~ totaled ~~$83.6~~$1.7 million compared with ~~$88.7~~Adjusted EBITDA loss of $84.7 million for the three months ended ~~March 29,~~June 28, 2020. The ~~decrease~~increase in Adjusted EBITDA ~~loss~~ was due to ~~less~~net revenues generated from the opening of our parks in May 2021 offset somewhat by greater expense incurred in the current year due to ~~delayed~~ park openings, particularly ~~maintenance and~~ seasonal labor wages and costs ~~which more than offset the related decline in revenue in the current year.~~of goods sold.

As described above, the results for the three- and six-month periods ended June 27, 2021 were not directly comparable with the results for the three- and six-month periods ended June 28, 2020 due to the closure of our properties in 2020, beginning March 14, 2020, in response to the spread of the COVID-19 pandemic compared with the opening of our properties in May 2021. The results for the three- and six-month periods ended June 27, 2021 were also not directly comparable with the three- and six-month periods ended June 30, 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 following table presents key operational measures for the three and six months ended June 27, 2021 and June 30, 2019:


	Three months ended				Increase (Decrease)				Six months ended				Increase (Decrease)
	June 27, 2021		June 30, 2019		$		%		June 27, 2021		June 30, 2019		$		%
	(Amounts in thousands, except in-park per capita spending and operating days)
Attendance	3,409		8,500		(5,091)		(59.9)	%	3,409		9,675		(6,266)		(64.8)	%
In-park per capita spending (1)	$	55.94	$	47.22	$	8.72	18.5	%	$	55.94	$	47.09	$	8.85	18.8	%
Out-of-park revenues (1)	$	40,833	$	49,344	$	(8,511)	(17.2)	%	$	50,980	$	64,105	$	(13,125)	(20.5)	%

Operating Days	393		726		(333)		(45.9)	%	393		827		(434)		(52.5)	%

(1) Net revenues as disclosed within the statements of 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 $401.4 million and $14.5 million, respectively, for the three months ended June 30, 2019. In-park revenues and concessionaire remittance totaled $455.6 million and $16.5 million, respectively, for the six months ended June 30, 2019.

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, including decisions related to future park operating calendars and pricing. We believe that 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 323 operating days for the three- and six-month periods ended June 27, 2021 with the comparable 323 operating days for the three- and six-month periods ended June 30, 2019. The 323 operating days for the three- and six-month periods ended June 27, 2021 included the 393 total operating days for the current periods less 70 operating days from the Schlitterbahn parks which were acquired on July 1, 2019. 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 three and six months ended June 27, 2021 represented approximately 70% of attendance for the first three and six 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 three and six months ended June 27, 2021 represented approximately 115% of in-park per capita spending for the first three and six months of 2019 on a comparable same-day basis (2). The increase in in-park per capita spending on a comparable same-day basis was attributable to increases in all spending categories, particularly extra-charge attractions, including front-of-line FastLane products, and food, merchandise and games spending.

(2) On a comparable same-day basis, we excluded $15.4 million of in-park revenues and 0.3 million visits for the three and six months ended June 27, 2021 to exclude the results of the Schlitterbahn parks which were acquired on July 1, 2019. We also excluded $185.2 million of in-park revenues and 4.1 million visits for the three months ended June 30, 2019 to exclude the results of 2019 operating days without equivalent 2021 operating days. Lastly, we excluded $239.5 million of in-park revenues and 5.3 million visits for the six months ended June 30, 2019 to exclude the results of 2019 operating days without equivalent 2021 operating days.

Preliminary net revenues for the seven months ended August 1, 2021 were approximately $587 million. Attendance totaled 8.6 million guests, in-park per capita spending was $59.57, and out-of-park revenues totaled $91 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 August 1, 2021 with the results for the five weeks ended August 4, 2019. Attendance for the five weeks ended August 1, 2021 totaled 5.2 million visits, a 23% decrease compared with the five weeks ended August 4, 2019. Attendance for the current five-week period represented approximately 85% of the attendance for the five week period ended August 4, 2019 on a comparable same-day basis, which excludes 0.5 million visits for the five weeks ended August 4, 2019 to exclude the results of 2019 operating days without equivalent 2021 operating days. In-park per capita spending was $61.93, a 22% increase compared with the five week period ended August 4, 2019. Out-of-park revenues for the five weeks ended August 1, 2021 were comparable to the results for the five weeks ended August 4, 2019.

Our principal sources of liquidity typically include cash from operating activities, funding from our long-term debt obligations and existing cash on hand. Due to the seasonality of our business, we 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 on hand from the recently issued senior notes. We began to generate positive cash flows from operations during the second quarter of 2021. As of ~~March 28,~~June 27, 2021, we had cash on hand of ~~$271.7~~$292.6 million and $359.1 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 ~~second~~third quarter of 2022.

As restrictions to mitigate the spread of COVID-19 are lifted and our properties are 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. We recently 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 ~~have yet to be~~were introduced to our ~~guests.~~guests in 2021. For 2021, we expect to invest ~~approximately~~between $75 million and $100 million in capital expenditures, roughly equally split between the completion of select unfinished projects from 2020, including the renovation of some of our resort properties, essential compliance and infrastructure requirements, and the start of projects planned for the 2022 operating season. We may invest in additional capital expenditures over the 2021 operating season as conditions permit. 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 expecting to receive $78.6 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 ~~$14.9~~$15.3 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 $5 million to $10 million, exclusive of these tax refunds. We anticipate funding our remaining 2021 liquidity needs from cash on hand and cash from operating activities.

As of the date of this Form 10-Q, we anticipate that we will spend approximately $60 million per month during the second quarter of 2021. We spent $35 million per month during the first quarter of 2021. The higher rate of spend during the second quarter of 2021 is due to higher projected capital investments and incremental operating costs related to preparing the parks to open, as well as the timing of interest payments. The second and fourth quarter include interest payments for four of our five notes issuances. Excluding interest payments, we spent approximately $30 million per month during the first quarter of 2021, and we anticipate spending approximately $35 million per month during the second quarter of 2021. Our estimate includes projected operating expenses, capital expenditures, income tax obligations, and interest payments, except where otherwise noted. We have made significant estimates and assumptions to 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. We have not provided a longer period estimate due to the volatility of the current operating environment.

In the current year quarterly period ended ~~March 28,~~June 27, 2021, all of our ~~parks are expected to~~properties were open except for our Canadian property, Canada's Wonderland, which opened in July 2021. Therefore, we expect outstanding working capital amounts to be realized within 12 months from the June 27, 2021 balance sheet date, including accounts receivable related to outstanding installment purchase products and deferred revenue related to outstanding season passes, with the exception of ~~$5.4~~$5.8 million of deferred revenue expected to be realized greater than 12 months from the balance sheet date due to the extension of validity for ~~Knott's Berry Farm~~Canada's Wonderland season passes (see Note 3).

Net cash for operating activities for the first ~~three~~six months of 2021 totaled ~~$90.4~~$53.0 million, a decrease of ~~$14.8~~$166.7 million compared with the same period in the prior year. The decrease in net cash for operating activities was largely attributable to ~~less costs incurred~~the opening of all of our U.S. properties in ~~the current year due to delayed park openings, particularly related to maintenance~~May 2021, including cash received from advance sales of season passes and ~~seasonal labor costs.~~other products.

Net cash for financing activities for the first ~~three~~six months of 2021 ~~was~~totaled $6.1 million, a decrease of ~~$16.7~~$448.0 million compared with net cash from financing activities for the same period in the prior year. The decrease was ~~primarily~~ attributable to net cash proceeds from the April 2020 refinancing in the prior period, ~~typical seasonal revolver borrowings~~including the issuance of the 2025 senior notes and prepayment of a portion of our term debt, somewhat offset by the first quarter 2020 partnership ~~distribution, both of which occurred prior to the COVID-19 disruption.~~distribution.

•$264 million of senior secured 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 ~~March 28,~~June 27, 2021.

•$1.0 billion of 5.500% senior secured notes, maturing in 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 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. The 2025 senior notes pay interest semi-annually in May and November.

•$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.

•$300 million of 6.500% senior unsecured notes, maturing in 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 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. The 2028 senior notes pay interest semi-annually in April and ~~October, beginning April 1, 2021.~~October.

•$500 million of 5.250% senior unsecured notes, maturing in July 2029, issued at par. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2029 senior notes pay interest semi-annually in January and July.

•No borrowings under the $375 million senior secured revolving credit facility under our Third Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. $300 million of the revolving credit facility bears interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 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 bears interest at LIBOR plus 300 bps or CDOR plus 200 bps and requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. ~~The~~ $300 million of the revolving credit facility is scheduled to mature in December 2023 and ~~the~~ $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 million as of ~~March 28,~~June 27, 2021, we had $359.1 million of available borrowings under the revolving credit ~~facility and cash on hand of $271.7 million.~~facility. Our letters of credit are primarily in place to backstop insurance arrangements.

As of ~~March 28,~~June 27, 2021, we have four interest rate swap agreements with a notional value of $500 million that convert ~~$500 million of one month~~one-month variable rate LIBOR to a 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 impact of interest rate swap agreements. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of ~~March 28,~~June 27, 2021, the fair value of our swap portfolio was classified as long-term and recorded in "Derivative Liability" within the unaudited condensed consolidated balance sheet.

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 ~~and 2028~~ 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 ~~100%~~wholly owned subsidiary of Cedar Fair (other than the co-issuers)~~. There are no non-guarantor subsidiaries.~~ 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.

In the event that the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor is released from its obligations under our senior secured credit facilities (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 2029 senior notes under the following circumstances, assuming the associated transactions are in 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 a direct or indirect subsidiary of Cedar Fair or a sale or disposition of all or substantially all of the assets of such entity; ii) if such entity is dissolved or liquidated; iii) if we designate such entity as an Unrestricted Subsidiary; iv) upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary of Cedar Fair or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.

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

The following tables provide summarized financial information for each of our co-issuers and guarantors of the 2024, 2027, 2028 and 2029 senior ~~notes.~~notes (the "Obligor Group"). We have presented 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. ~~There~~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 noimmaterial (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 $12.7 million and $11.5 million as of June 27, 2021 and December 31, 2020, respectively.

Summarized Financial Information

(In thousands) Cedar Fair L.P. (Parent) Magnum
(Co-Issuer Subsidiary) Cedar Canada
(Co-Issuer Subsidiary) Millennium
(Co-Issuer 2027 & 2029
Guarantor 2024) Guarantor Subsidiaries (1)
Balance as of March 28, 2021
Current Assets $ 173 $ 54,679 $ 42,635 $ 367,673 $ 1,039,678
Non-Current Assets (157,328) 909,857 527,954 2,318,039 1,809,570
Current Liabilities 477,122 585,901 23,631 228,446 43,344
Non-Current Liabilities 146,333 40,920 462,534 2,379,486 93,379
Balance as of December 31, 2020
Current Assets $ 421 $ 33,985 $ 44,465 $ 464,779 $ 1,033,489
Non-Current Assets (31,953) 994,682 528,281 2,311,502 1,833,932
Current Liabilities 488,799 573,244 18,235 200,107 42,224
Non-Current Liabilities 146,106 44,778 461,903 2,370,939 93,430

Three Months Ended March 28, 2021
Net revenues $ — $ 59 $ 100 $ 68,909 $ 1,722
Operating (loss) income (33,058) (68,295) (2,700) 32,456 (20,461)
Net loss (110,416) (69,042) (5,093) — (20,592)
Twelve Months Ended December 31, 2020
Net revenues $ — $ 102 $ 440 $ 510,077 $ 152,257
Operating (loss) income (199,250) (323,293) (37,655) 109,688 (121,498)
Net loss (590,243) (361,061) (54,046) — (149,903)


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 June 27, 2021


Current Assets	$	1,128	$	52,275	$	43,222	$	390,639	$	1,095,828




Non-Current Assets	(234,552)		921,483		537,219		2,339,420		1,764,660




Current Liabilities	459,479		634,815		23,492		309,875		60,949


Non-Current Liabilities	146,562		36,954		469,386		2,376,797		91,245


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 Liabilities	488,799		573,244		18,235		200,107		40,412


Non-Current Liabilities	146,106		44,778		461,903		2,370,939		91,835

(1) With respect to the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other 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 - $13.0 million as of June 27, 2021 and $12.7 million as of December 31, 2020; Non-Current Assets - ~~$2,208.0~~$2,228.8 million as of ~~March 28,~~June 27, 2021 and $2,201.8 million as of December 31, 2020; and Net revenues - ~~$2.2~~$45.4 million as of ~~March 28,~~June 27, 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.

Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs, 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, or that our business optimization and growth strategies will achieve the targeted results. Important factors, including the 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 Securities and Exchange Commission (the "SEC") could affect attendance at our parks, as well as our business optimization program, and could cause actual results to differ materially from our 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.

As of ~~March 28,~~June 27, 2021, on an adjusted basis after giving effect to the impact of interest rate swap agreements, all of our outstanding long-term debt represented fixed-rate debt except for revolving credit borrowings. Assuming the daily average balance over the past twelve months on our revolving credit borrowings of approximately $12.3 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (including term debt and not considering the impact of our interest rate swaps) would lead to an increase of approximately $2.8 million in cash interest costs over the next twelve months.

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of ~~March 28,~~June 27, 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 ~~March 28,~~June 27, 2021.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~March 28,~~June 27, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, many of our employees continued working from home during the fiscal quarter ended ~~March 28,~~June 27, 2021. We are monitoring and assessing the changing business environment resulting from the COVID-19 pandemic and the related effect on our internal control over financial reporting.

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

Period
Total Number of Units Purchased (1)
Average Price Paid per Unit Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31 600 $ 39.34 — $ —
February 1 - February 28 38,150 $ 46.48 — —
March 1 - March 28 — — — —
Total 38,750 $ 46.37 — $ —


	(a)	(b)		(c)	(d)
Period	Total Number of Units Purchased (1)	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
March 29 - April 30	—	—		—	$	—
May 1 - May 31	400	$	46.52	—	—
June 1 - June 27	—	—		—	—
Total	400	$	46.52	—	$	—


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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Depositary Units (Representing Limited Partner Interests)	FUN	New York Stock Exchange


Title of Class						Units Outstanding as of ~~April~~July 30, 2021
Depositary Units (Representing Limited Partner Interests)						~~56,829,250~~56,828,184


Note 1	Description of the Business and Significant Accounting Policies	8
Note 2	Interim Reporting	9
Note 3	Revenue Recognition	9
Note 4	Long-Lived Assets	11
Note 5	Goodwill and Other Intangible Assets	11
Note 6	Long-Term Debt	12
Note 7	Derivative Financial Instruments	14
Note 8	Fair Value Measurements	15
Note 9	Loss per Unit	16
Note 10	Income and Partnership Taxes	16


(In thousands)	Goodwill
Balance as of December 31, 2020	$	266,961

Foreign currency translation	~~757~~2,232
Balance as of ~~March 28,~~June 27, 2021	$	~~267,718~~269,193

Balance as of December 31, 2019	$	359,654
Impairment	(80,331)
Foreign currency translation	~~(4,664)~~(3,085)
Balance as of ~~March 29,~~June 28, 2020	$	~~274,659~~276,238


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


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


(In thousands)
Working Capital Account	Balance Sheet Location	~~March 29,~~June 28, 2020
Receivables	Other Assets	$	~~23,968~~8,663
Inventories	Other Assets	~~39,364~~9,159
~~Prepaid advertising and other~~Other current assets	Other Assets	~~5,177~~763
		$	~~68,509~~18,585

Deferred revenue	Non-Current Deferred Revenue	$	~~154,946~~88,579



Three Months Ended March 28, 2021


Net revenues	$	—	$	59	$	100	$	68,909	$	1,722


Operating (loss) income	(33,058)		(68,295)		(2,700)		32,456		(20,461)


Net loss	(110,416)		(69,042)		(5,093)		—		(20,592)

Twelve Months Ended December 31, 2020


Net revenues	$	—	$	102	$	440	$	510,077	$	152,257


Operating (loss) income	(199,250)		(323,293)		(37,655)		109,688		(121,498)


Net loss	(590,243)		(361,061)		(54,046)		—		(149,903)



Six Months Ended June 27, 2021


Net revenues	$	—	$	33,845	$	164	$	184,532	$	73,449


Operating (loss) income	(46,504)		(135,172)		(9,670)		66,396		(4,917)


Net loss	(168,494)		(103,378)		(253)		—		(11,619)

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)


Exhibit (10.1)						~~2016 Omnibus Incentive Plan Form of Performance Unit Award~~Transition and Release Agreement, ~~(Spring~~dated June 8, 2021, ~~Version).~~by and between Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Duffield E. Milkie. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on ~~March 30, 2021.~~

~~Exhibit (10.2)~~						2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (Spring 2021 Version). Incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 8-K (File No. 001-09444) filed on March 30,June 9, 2021.

Exhibit (22)						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 November 4, 2020.~~Securities.

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

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

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

Exhibit (101)						The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended ~~March 28,~~June 27, 2021 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Partners' Deficit, and (v) related notes, tagged as blocks of text and including detailed tags.

Exhibit (104)						The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended ~~March 28,~~June 27, 2021 formatted in Inline XBRL (included as Exhibit 101).


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~May~~August 5, 2021	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	~~May~~August 5, 2021	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer