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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March ~~28, 2021~~27, 2022


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

For the transition period from to .

Commission File Number: 1-9444

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)


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

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices) (Zip Code)

(419) 626-0830

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ☐ No

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


Title of Class						Units Outstanding as of April ~~30, 2021~~29, 2022
Depositary Units (Representing Limited Partner Interests)						~~56,829,250~~57,041,634

Page 1 of 2827 pages

Table of Contents

CEDAR FAIR, L.P.

FORM 10-Q CONTENTS

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)


		March 28, 2021		December 31, 2020		March 29, 2020			March 27, 2022		December 31, 2021		March 28, 2021
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	$	49,963	$	61,119	$	271,730
Receivables	Receivables	33,402		34,445		25,652		Receivables	61,454		62,109		33,402
Inventories	Inventories	48,004		47,479		7,394		Inventories	39,269		32,113		48,004
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	77,212		84,051		93,496

Other current assets	Other current assets	25,847		23,909		16,183		Other current assets	36,666		24,249		32,773
		479,405		554,511		92,959			264,564		263,641		479,405
Property and Equipment:	Property and Equipment:							Property and Equipment:
Land	Land	443,579		442,708		435,677		Land	444,207		443,190		443,579
Land improvements	Land improvements	467,390		467,176		457,922		Land improvements	487,653		486,014		467,390
Buildings	Buildings	845,838		849,404		811,048		Buildings	855,436		855,297		845,838
Rides and equipment	Rides and equipment	1,963,551		1,962,324		1,893,596		Rides and equipment	1,994,480		1,986,235		1,963,551
Construction in progress	Construction in progress	83,658		75,507		114,740		Construction in progress	90,555		57,666		83,658
		3,804,016		3,797,119		3,712,983			3,872,331		3,828,402		3,804,016
Less accumulated depreciation	Less accumulated depreciation	(1,993,568)		(1,995,138)		(1,836,870)		Less accumulated depreciation	(2,126,499)		(2,117,659)		(1,993,568)
		1,810,448		1,801,981		1,876,113			1,745,832		1,710,743		1,810,448
Goodwill	Goodwill	267,718		266,961		274,659		Goodwill	268,117		267,232		267,718
Other Intangibles, net	Other Intangibles, net	50,513		50,288		51,658		Other Intangibles, net	50,185		49,994		50,513
Right-of-Use Asset	Right-of-Use Asset	13,741		13,527		13,688		Right-of-Use Asset	16,176		16,294		13,741
Other Assets	Other Assets	5,836		6,144		80,406		Other Assets	5,426		5,116		5,836
		$	2,627,661	$	2,693,412	$	2,389,483		$	2,350,300	$	2,313,020	$	2,627,661
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	$	57,838	$	53,912	$	22,613
Deferred revenue	Deferred revenue	189,652		183,354		30,381		Deferred revenue	224,215		187,599		189,652
Accrued interest	Accrued interest	58,977		33,718		28,617		Accrued interest	51,133		32,011		58,977
Accrued taxes	Accrued taxes	9,878		10,775		6,656		Accrued taxes	9,084		9,075		9,878
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	17,809		24,975		16,866		Accrued salaries, wages and benefits	24,242		53,833		17,809
Self-insurance reserves	Self-insurance reserves	22,071		22,322		25,127		Self-insurance reserves	24,268		24,573		22,071
Other accrued liabilities	Other accrued liabilities	12,011		10,565		23,692		Other accrued liabilities	16,310		20,511		12,011
		333,011		299,981		177,839			407,090		381,514		333,011
Deferred Tax Liability	Deferred Tax Liability	49,972		39,595		59,021		Deferred Tax Liability	53,609		66,483		49,972
Derivative Liability	Derivative Liability	35,524		39,086		34,298		Derivative Liability	5,884		20,086		35,524
Lease Liability	Lease Liability	10,749		10,483		10,310		Lease Liability	13,289		13,345		10,749
Non-Current Deferred Revenue		15,877		10,508		164,137

Other Liabilities	Other Liabilities	5,657		5,952		806		Other Liabilities	10,933		11,144		21,534
Long-Term Debt:	Long-Term Debt:							Long-Term Debt:
Revolving credit loans	Revolving credit loans	0		0		70,000		Revolving credit loans	125,000		—		—
Term debt	Term debt	255,866		255,025		714,685		Term debt	259,246		258,391		255,866
Notes	Notes	2,701,615		2,699,219		1,432,601		Notes	2,262,830		2,260,545		2,701,615
		2,957,481		2,954,244		2,217,286			2,647,076		2,518,936		2,957,481
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	(8)		(7)		(8)
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)
Accumulated other comprehensive (loss) income		(492)		2,599		25,651
Limited partners, 57,042, 56,854 and 56,828 units outstanding as of March 27, 2022, December 31, 2021 and March 28, 2021, respectively								Limited partners, 57,042, 56,854 and 56,828 units outstanding as of March 27, 2022, December 31, 2021 and March 28, 2021, respectively	(804,659)		(712,714)		(785,400)
Accumulated other comprehensive income (loss)								Accumulated other comprehensive income (loss)	11,796		8,943		(492)
		(780,610)		(666,437)		(274,214)			(787,581)		(698,488)		(780,610)
		$	2,627,661	$	2,693,412	$	2,389,483		$	2,350,300	$	2,313,020	$	2,627,661

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

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per unit amounts)


		Three months ended						Three months ended
			March 28, 2021		March 29, 2020				March 27, 2022		March 28, 2021
Net revenues:	Net revenues:						Net revenues:
Admissions	Admissions		$	0	$	26,649	Admissions		$	49,436	$	—
Food, merchandise and games	Food, merchandise and games		7,246		19,947		Food, merchandise and games		36,715		7,246
Accommodations, extra-charge products and other	Accommodations, extra-charge products and other		2,496		7,039		Accommodations, extra-charge products and other		12,684		2,496
			9,742		53,635				98,835		9,742
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		10,824		2,306
Operating expenses	Operating expenses		66,154		106,368		Operating expenses		119,850		66,154
Selling, general and administrative	Selling, general and administrative		30,350		24,809		Selling, general and administrative		40,786		30,350
Depreciation and amortization	Depreciation and amortization		1,453		5,088		Depreciation and amortization		9,599		1,453
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		1,548		1,539
Loss on impairment of goodwill and other intangibles			0		88,181

Gain on sale of investment	Gain on sale of investment		(2)		0		Gain on sale of investment		—		(2)
			101,800		237,598				182,607		101,800
Operating loss	Operating loss		(92,058)		(183,963)		Operating loss		(83,772)		(92,058)
Interest expense	Interest expense		44,096		27,219		Interest expense		38,123		44,096
Net effect of swaps	Net effect of swaps		(3,562)		19,779		Net effect of swaps		(14,202)		(3,562)
Loss on early debt extinguishment	Loss on early debt extinguishment		4		0		Loss on early debt extinguishment		—		4
(Gain) loss on foreign currency			(5,805)		34,202
Loss (gain) on foreign currency							Loss (gain) on foreign currency		15		(5,805)
Other income	Other income		(78)		(179)		Other income		(49)		(78)
Loss before taxes	Loss before taxes		(126,713)		(264,984)		Loss before taxes		(107,659)		(126,713)
Benefit for taxes	Benefit for taxes		(16,297)		(49,007)		Benefit for taxes		(19,150)		(16,297)
Net loss	Net loss		(110,416)		(215,977)		Net loss		(88,509)		(110,416)
Net loss allocated to general partner	Net loss allocated to general partner		(1)		(2)		Net loss allocated to general partner		(1)		(1)
Net loss allocated to limited partners	Net loss allocated to limited partners		$	(110,415)	$	(215,975)	Net loss allocated to limited partners		$	(88,508)	$	(110,415)

Net loss	Net loss		$	(110,416)	$	(215,977)	Net loss		$	(88,509)	$	(110,416)
Other comprehensive (loss) income, (net of tax):
Other comprehensive income (loss), (net of tax):							Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	Foreign currency translation adjustment		(3,091)		15,905		Foreign currency translation adjustment		2,853		(3,091)

Other comprehensive (loss) income, (net of tax)			(3,091)		15,905
Other comprehensive income (loss), (net of tax)							Other comprehensive income (loss), (net of tax)		2,853		(3,091)
Total comprehensive loss	Total comprehensive loss		$	(113,507)	$	(200,072)	Total comprehensive loss		$	(85,656)	$	(113,507)
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		56,678		56,552
Net loss per limited partner unit	Net loss per limited partner unit		$	(1.95)	$	(3.83)	Net loss per limited partner unit		$	(1.56)	$	(1.95)
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		56,678		56,552
Net loss per limited partner unit	Net loss per limited partner unit		$	(1.95)	$	(3.83)	Net loss per limited partner unit		$	(1.56)	$	(1.95)

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

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT

(In thousands)


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		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 December 31, 2019		56,666	$	(25,001)	$	(1)	$	5,290	$	9,746	$	(9,966)
Net loss		—	(215,975)		(2)		—		—		(215,977)
Partnership distribution declared ($0.935 per unit)		—	(53,022)		—		—		—		(53,022)
Limited partnership units related to equity-based compensation		37	(9,413)		—		—		—		(9,413)
Tax effect of units involved in treasury unit transactions		—	(1,741)		—		—		—		(1,741)
Foreign currency translation adjustment, net of tax $2,851		—	—		—		—		15,905		15,905

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

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	—	(110,415)		(1)		—		—		(110,416)

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	122	882		—		—		—		882
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	—	(1,548)		—		—		—		(1,548)
Foreign currency translation adjustment, net of tax $(427)	Foreign currency translation adjustment, net of tax $(427)	—	—		—		—		(3,091)		(3,091)		Foreign currency translation adjustment, net of tax $(427)	—	—		—		—		(3,091)		(3,091)

Balance as of March 28, 2021	Balance as of March 28, 2021	56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)	Balance as of March 28, 2021	56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)
Balance as of December 31, 2021													Balance as of December 31, 2021	56,854	$	(712,714)	$	(7)	$	5,290	$	8,943	$	(698,488)
Net loss													Net loss	—	(88,508)		(1)		—		—		(88,509)

Limited partnership units related to equity-based compensation													Limited partnership units related to equity-based compensation	188	(1,458)		—		—		—		(1,458)
Tax effect of units involved in treasury unit transactions													Tax effect of units involved in treasury unit transactions	—	(1,979)		—		—		—		(1,979)
Foreign currency translation adjustment, net of tax $(425)													Foreign currency translation adjustment, net of tax $(425)	—	—		—		—		2,853		2,853

Balance as of March 27, 2022													Balance as of March 27, 2022	57,042	$	(804,659)	$	(8)	$	5,290	$	11,796	$	(787,581)

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

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


		Three months ended					Three months ended
		March 28, 2021		March 29, 2020			March 27, 2022		March 28, 2021
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	$	(88,509)	$	(110,416)
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	9,599		1,453
Loss on early debt extinguishment						Loss on early debt extinguishment	—		4

Loss on impairment of goodwill and other intangibles		0		88,181
Non-cash foreign currency (gain) loss on debt		(5,435)		35,332
Non-cash equity based compensation expense (benefit)		5,369		(4,794)
Non-cash deferred income tax benefit		9,896		(27,727)
Non-cash foreign currency gain on debt						Non-cash foreign currency gain on debt	—		(5,435)
Non-cash equity based compensation expense						Non-cash equity based compensation expense	3,658		5,369
Non-cash deferred income tax (benefit) provision						Non-cash deferred income tax (benefit) provision	(13,469)		9,896
Net effect of swaps	Net effect of swaps	(3,562)		19,779		Net effect of swaps	(14,202)		(3,562)
Other non-cash expenses	Other non-cash expenses	3,493		5,995		Other non-cash expenses	3,802		3,489
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	693		1,077
(Increase) decrease in inventories	(Increase) decrease in inventories	(464)		(14,098)		(Increase) decrease in inventories	(7,107)		(464)
(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	6,902		(25,130)
(Increase) decrease in other assets	(Increase) decrease in other assets	(1,450)		(4,477)		(Increase) decrease in other assets	(12,620)		(5,534)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	8,505		8,640		Increase (decrease) in accounts payable	(5,150)		8,505
Increase (decrease) in deferred revenue	Increase (decrease) in deferred revenue	11,522		34,602		Increase (decrease) in deferred revenue	36,173		11,522
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	25,200		7,580		Increase (decrease) in accrued interest	19,121		25,200
Increase (decrease) in accrued salaries, wages and benefits						Increase (decrease) in accrued salaries, wages and benefits	(29,621)		(7,177)
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	(6,353)		(12,828)		Increase (decrease) in other liabilities	(4,636)		824
Net cash for operating activities	Net cash for operating activities	(90,379)		(105,139)		Net cash for operating activities	(95,366)		(90,379)
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	(33,981)		(8,361)

Net cash for investing activities	Net cash for investing activities	(8,361)		(58,032)		Net cash for investing activities	(33,981)		(8,361)
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES						CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans	Net borrowings on revolving credit loans	0		70,000		Net borrowings on revolving credit loans	125,000		—

Distributions paid to partners		0		(53,022)

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	(5,114)		(4,489)
Other	Other	(1,596)		(1,741)		Other	(1,980)		(1,596)
Net cash (for) from financing activities		(6,085)		10,619
Net cash from (for) financing activities						Net cash from (for) financing activities	117,906		(6,085)
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	285		(181)
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS					CASH AND CASH EQUIVALENTS
Net decrease for the period	Net decrease for the period	(105,006)		(155,957)		Net decrease for the period	(11,156)		(105,006)
Balance, beginning of period	Balance, beginning of period	376,736		182,252		Balance, beginning of period	61,119		376,736
Balance, end of period	Balance, end of period	$	271,730	$	26,295	Balance, end of period	$	49,963	$	271,730
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	$	16,469	$	16,085
Interest capitalized	Interest capitalized	559		465		Interest capitalized	608		559
Net cash (refunds) payments for income taxes		(330)		4,000
Net cash refunds for income taxes						Net cash refunds for income taxes	(10,559)		(330)
Capital expenditures in accounts payable	Capital expenditures in accounts payable	3,401		11,365		Capital expenditures in accounts payable	16,420		3,401

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

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CEDAR FAIR, L.P.

INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Impact of COVID-19 Pandemic

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, ~~and is expected to have~~had 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 and earlier closure of certain parks than a typical operating year. 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, including fewer operating days in ~~a challenging~~July and August at some of our smaller properties and additional operating days in September and the fourth quarter at most of our properties. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to hire additional labor, ~~market. Due~~we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were also able to ~~unfavorable COVID-19 trends in Ontario,~~open our Canadian property, Canada's Wonderland, ~~is not expected~~in July 2021. Canada's Wonderland operated with capacity restrictions, guest reservations, and other operating protocols in place throughout 2021. We adjusted our park operating calendars in 2021 and may continue to ~~open~~adjust future park operating calendars as we respond to changes in ~~May 2021, but we~~guest demand, labor availability and any federal, provincial, state and local restrictions. We currently anticipate ~~opening the park as soon as conditions and the local jurisdiction allow. While~~returning to full park ~~operations~~operating calendars for the 2022 operating season at all of our parks. NaN of our 13 properties opened for the 2022 operating season in the first quarter of 2022 as planned, including Knott's Berry Farm ~~our only year-round park,~~which has remained ~~suspended during the first four months of 2021, the park hosted a culinary festival from March 5, 2021 through~~open since May 2, 2021.

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 2020, we closed our properties for several months beginning in March 2020. We ultimately resumed partial operations at 10 of our 13 properties in 2020, operating in accordance with local and state guidelines. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted for the remainder of 2020, including reduced operating days per week and operating hours within each operating day.

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

In the prior year quarterly period ended March 29, 2020, we estimated that some or all of our parks would remain closed throughout 2020 due to the effects of the COVID-19 pandemic. 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 thousands)~~
~~Working Capital Account~~	~~Balance Sheet Location~~	~~March 29, 2020~~
~~Receivables~~	~~Other Assets~~	$	~~23,968~~
~~Inventories~~	~~Other Assets~~	~~39,364~~
~~Prepaid advertising and other current assets~~	~~Other Assets~~	~~5,177~~
		$	~~68,509~~

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

In the current year quarterly period ended March 28, 2021, our parks are expected to open in 2021. Therefore, we expect outstanding working capital amounts to be realized within 12 months from the balance sheet date with the exception of $5.4 million of deferred revenue expected to be realized greater than 12 months from the balance sheet date due to the validity extension for Knott's Berry Farm season passes (see ~~Note 3~~).

Significant Accounting Policies

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,~~2021, which were included in the Form 10-K filed on February ~~19, 2021.~~18, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). These financial statements should be read in conjunction with the financial statements and the notes included in the Form 10-K referred to above.

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~~Adopted Accounting Pronouncements~~

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.

New Accounting Pronouncements

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. In January 2021, the FASB amended ASU 2020-04 by issuing Accounting Standards Update No. 2021-01, Reference Rate Reform Scope ("ASU 2021-01"). ASU 2021-01 clarifies the scope of optional expedients and exceptions to derivatives that are affected by the discounting transition. We are in the process of evaluating the effect ~~this standard~~these standards will have on the unaudited condensed consolidated financial statements and related disclosures.

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(2) Interim Reporting:

We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm, which is typically open daily on a year-round basis. Our seasonal parks are generally open during weekends beginning in March, 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, ~~over pre-COVID-19 budgeted operating days for 2020. This change in accounting procedure more accurately reflected incurred~~we recognize expense ~~and resulted in greater consistency between parks and with historical results. In 2021, we will recognize these types of expenses~~ over each park's ~~2021~~planned operating ~~season.~~days.

(3) Revenue Recognition:

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

The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented. The amounts are not comparable due to the effects of the COVID-19 pandemic.

Three months ended
(In thousands) March 28, 2021 March 29, 2020
In-park revenues $ 0 $ 43,027
Out-of-park revenues 10,147 12,091
Concessionaire remittance (405) (1,483)
Net revenues $ 9,742 $ 53,635

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	Three months ended
(In thousands)		March 27, 2022		March 28, 2021
In-park revenues		$	85,535	$	—
Out-of-park revenues		16,492		10,147
Concessionaire remittance		(3,192)		(405)
Net revenues		$	98,835	$	9,742

Due to our highly seasonal operations, a substantial portion of our revenues typically are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns.

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

Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders ~~receive~~received a full season of access to our parks. In addition, four of our parks provided their season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season. We 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 from 2020 into 2021. ~~Due to~~All 2020 and 2021 season-long product revenue had been recognized as of December 31, 2021 except for season-long product extensions into 2022 at two parks. In the first quarter of 2021, Knott's Berry Farm offered a further day-for-day extension ~~of the validity of the~~into calendar year 2022 for 2020 and 2021 season-long products ~~into~~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-long products through September 5, 2022. No other parks offered similar plans. As of March 27, 2022, we expect deferred revenue related to these further extended season-long products to be realized within

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12 months from the balance sheet date. As of March 28, 2021, we classified ~~$154.9~~$5.4 million of deferred revenue as non-current ~~as of March 29, 2020 within "Non-Current Deferred Revenue" in~~due to the ~~unaudited condensed consolidated balance sheet.~~ Knott's Berry Farm extension.

In order to calculate revenue recognized ~~in 2020~~ on ~~2020~~these extended 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 operating season.~~including during interim periods. 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~~$187.6 million of current deferred revenue recorded as of January 1, ~~2021, 90%~~2022, 91% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, ~~marina deposits,~~prepaid games cards, advanced resort reservations, marina deposits and other deferred revenue. ~~During~~Approximately $20 million of the ~~three months ended March 28, 2021, a minimal amount of the~~current deferred revenue balance as of January 1, ~~2021~~2022 was recognized ~~as only limited out-of-park attractions were open~~ during the ~~first quarter~~three months ended March 27, 2022. As of ~~2021. We~~January 1, 2022 and March 27, 2022, we also had recorded ~~$10.5~~$10.0 million and $9.8 million, respectively, 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 in a typical operating year 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, 2021,~~27, 2022, December 31, ~~2020~~2021 and March ~~29, 2020,~~28, 2021, we recorded an ~~$8.7~~$8.0 million, ~~$8.7~~$5.7 million and ~~$6.0~~$8.7 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.~~trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. 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~~in June 2021. All 2020 and 2021 ~~operating season.~~installment plans had concluded as of December 31, 2021.

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(4) Long-Lived Assets:

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant ~~decline~~decrease in ~~expected future cash flows;~~the market price of a ~~sustained,~~long-lived asset; a significant ~~decline~~adverse change in ~~equity price and market capitalization;~~the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; ~~unanticipated competition;~~an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and ~~slower growth rates.~~a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the unaudited condensed consolidated financial statements.

We concluded no indicators of impairment ~~did not exist~~existed during the first ~~quarter~~three months of ~~2021.~~2022 and 2021, respectively. We based our ~~conclusion~~conclusions 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.

Remaining acreage from the former WildWater Kingdom, a separately gated outdoor water park located near Cleveland in Aurora, Ohio, was recorded within "Other Assets" in the prior period unaudited condensed consolidated balance ~~sheets~~sheet ($2.1 million as of March 28, ~~2021 and December 31, 2020 and $9.0 million as of March 29, 2020)~~2021). All remaining acreage from this property was sold ~~in April~~during the second quarter of 2021.

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(5) Goodwill and Other Intangible Assets:

Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. ~~During the first quarter of 2021, we~~We concluded no indicators of impairment ~~did not exist.~~existed during the first three months of 2022 and 2021, respectively. We based our ~~conclusion~~conclusions 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.

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

Management made significant estimates calculating the fair value of our reporting units and trade names. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

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Changes in the carrying value of goodwill for the three months ended March ~~28, 2021~~27, 2022 and March ~~29, 2020~~28, 2021 were:


(In thousands)	Goodwill
Balance as of December 31, 2021	$	267,232

Foreign currency translation	885
Balance as of March 27, 2022	$	268,117

Balance as of December 31, 2020	$	266,961

Foreign currency translation	757
Balance as of March 28, 2021	$	267,718

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

As of March ~~28, 2021,~~27, 2022, December 31, ~~2020,~~2021, and March ~~29, 2020,~~28, 2021, other intangible assets consisted of the following:


(In thousands)	(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
March 27, 2022								March 27, 2022
Other intangible assets:								Other intangible assets:
Trade names								Trade names	$	49,712	$	—	$	49,712
License / franchise agreements								License / franchise agreements	4,271		(3,798)		473
Total other intangible assets								Total other intangible assets	$	53,983	$	(3,798)	$	50,185

December 31, 2021								December 31, 2021
Other intangible assets:								Other intangible assets:
Trade names								Trade names	$	49,515	$	—	$	49,515
License / franchise agreements								License / franchise agreements	4,262		(3,783)		479
Total other intangible assets								Total other intangible assets	$	53,777	$	(3,783)	$	49,994

March 28, 2021	March 28, 2021							March 28, 2021
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,623	$	—	$	49,623	Trade names	$	49,623	$	—	$	49,623
License / franchise agreements	License / franchise agreements	4,259		(3,369)		890		License / franchise agreements	4,259		(3,369)		890
Total other intangible assets	Total other intangible assets	$	53,882	$	(3,369)	$	50,513	Total other intangible assets	$	53,882	$	(3,369)	$	50,513

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

March 29, 2020
Other intangible assets:
Trade names		$	50,361	$	—	$	50,361
License / franchise agreements		4,255		(2,958)		1,297
Total other intangible assets		$	54,616	$	(2,958)	$	51,658

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(6) Long-Term Debt:

Long-term debt as of March ~~28, 2021,~~27, 2022, December 31, ~~2020,~~2021, and March ~~29, 2020~~28, 2021 consisted of the following:


(In thousands)	(In thousands)	March 28, 2021		December 31, 2020		March 29, 2020		(In thousands)	March 27, 2022		December 31, 2021		March 28, 2021

Revolving credit facility	Revolving credit facility	$	0	$	0	$	70,000	Revolving credit facility	$	125,000	$	—	$	—
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 1.88% YTD 2022; 1.85% in 2021; 1.88% YTD 2021 (1)								U.S. term loan averaging 1.88% YTD 2022; 1.85% in 2021; 1.88% YTD 2021 (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
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		300,000
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			2,689,250		2,564,250		3,014,250
Less current portion	Less current portion	0		0		(7,500)		Less current portion	—		—		—
		3,014,250		3,014,250		2,241,875			2,689,250		2,564,250		3,014,250
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	(42,174)		(45,314)		(56,769)
		$	2,957,481	$	2,954,244	$	2,217,286		$	2,647,076	$	2,518,936	$	2,957,481

(1) The average interest rates do not reflect the effect of interest rate swap agreements (see Note 7).

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Term Debt and Revolving Credit Facilities

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 March 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (the "Second Amendment") to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. In conjunction with the Second Amendment, we prepaid $463.3 million of our outstanding senior secured term loan 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~~(the "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. We also amended the 2017 Credit Agreement in December 2021 to allow for the redemption of the 2024 senior notes and in February 2022 to allow for greater sale and leaseback transactions. 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~~As of ~~$100 million bringing~~March 27, 2022, our total senior secured revolving credit facility capacity under the 2017 Credit Agreement towas $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~~and were scheduled to mature in April ~~2022 under the Second Amendment.~~2022. 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~~remained 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~~such amount matured and ~~bore interest at LIBOR or CDOR plus 200 bps.~~was repaid in April 2022. The ~~Third Amended~~ 2017 Credit Agreement also provides for the issuance of documentary and standby letters of credit. AsAfter outstanding borrowings of $125.0 million and letters of credit of $15.8 million, we had $234.2 million of available borrowings under our revolving credit facility as of March ~~28, 2021, 0 borrowings were outstanding under the revolving credit facility.~~27, 2022.

Notes

In April 2020, as a result of the anticipated effects of the COVID-19 pandemic and in connection with the Second Amendment, we issued $1.0 billion of 5.500% senior secured notes due 2025 ("2025 senior notes") in a private placement. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. The net proceeds from the offering of the 2025 senior notes were used to repay $463.3 million of our then-outstanding senior secured term loan facility. The remaining amount ~~is to be used~~was 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.

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In June 2014, we issued $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). The 2024 senior notes ~~pay~~paid interest semi-annually in June and December, with the principal due in full on June 1, 2024. ~~The~~On December 17, 2021, we redeemed all of the 2024 senior notes ~~may be redeemed, in whole or in part,~~ at ~~various prices depending~~a redemption price equal to 100.896% of the principal amount plus accrued and unpaid interest. As a result, we recognized a $5.9 million loss on early debt extinguishment during the ~~date redeemed.~~fourth quarter of 2021, inclusive of debt premium payments of $4.1 million and the write-off of debt issuance costs of $1.8 million.

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 June 2019, we issued $500 million of 5.250% senior unsecured notes due 2029 ("2029 senior notes"). The 2029 senior notes pay interest semi-annually in January and July, with the principal due in full on July 15, 2029. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes

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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.

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~~was 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.

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

Covenants

The ~~Third Amended~~ 2017 Credit Agreement, ~~includes: (i)~~as amended, includes 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,~~2023. The 2017 Credit Agreement, as amended, included an Additional Restrictions Period to provide further covenant relief during the COVID-19 pandemic. We terminated the Additional Restrictions Period during the first quarter of 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of the fourth quarter of 2021 without giving effect to deemed EBITDA from 2019 for any fiscal quarter of 2021 under the Additional Restrictions Period. During the Additional Restrictions Period, the credit agreement allowed 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~~2021. The credit agreement also required 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);~~Period; and ~~(iii) a suspension of~~required that we suspend certain ~~restricted payments,~~Restricted Payments, including partnership distributions, under the ~~Third Amended 2017 Credit Agreement~~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, 2021, we were in compliance with the applicable financial covenants under our credit agreement during the ~~Third Amended 2017 Credit Agreement.~~three months ended March 27, 2022.

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~~2027 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,~~5.25x, we can still make Restricted Payments of ~~$60~~$100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to ~~5.00x,~~5.25x, 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~~5.25x as of March ~~28, 2021.~~27, 2022.

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(7) Derivative Financial Instruments:

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, 2020, we had 4 additional interest rate swap agreements that matured on December 31, 2020 and converted the same notional amount of one month 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) Balance Sheet Location March 28, 2021 December 31, 2020 March 29, 2020
Derivatives not designated as hedging instruments:
Interest Rate Swaps Other accrued liabilities $ 0 $ 0 $ (8,718)
Derivative Liability (35,524) (39,086) (34,298)
$ (35,524) $ (39,086) $ (43,016)

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(In thousands)	Balance Sheet Location	March 27, 2022		December 31, 2021		March 28, 2021
Derivatives not designated as hedging instruments:

Interest Rate Swaps	Derivative Liability	$	5,884	$	20,086	$	35,524

Instruments that do not qualify for hedge accounting are adjusted to fair value each reporting period through "Net effect of swaps" within the unaudited condensed consolidated statements of operations and comprehensive loss.

(8) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of March ~~28, 2021,~~27, 2022, December 31, ~~2020,~~2021, and March ~~29, 2020~~28, 2021 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:


(In thousands)	(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	March 27, 2022				December 31, 2021				March 28, 2021
				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	$	474	$	474	$	478	$	478	$	348	$	348
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	Level 2	$	(5,884)	$	(5,884)	$	(20,086)	$	(20,086)	$	(35,524)	$	(35,524)
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 (1)	Level 2	$	(264,250)	$	(260,286)	$	(264,250)	$	(257,644)	$	(264,250)	$	(257,644)
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 (1)	Level 1	—		—		—		—		$	(450,000)	$	(454,500)
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 (1)	Level 2	$	(1,000,000)	$	(1,015,000)	$	(1,000,000)	$	(1,035,000)	$	(1,000,000)	$	(1,043,750)
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 (1)	Level 1	$	(500,000)	$	(493,750)	$	(500,000)	$	(513,750)	$	(500,000)	$	(513,125)
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 (1)	Level 1 (2)	$	(300,000)	$	(304,500)	$	(300,000)	$	(319,125)	$	(300,000)	$	(321,375)
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 (1)	Level 1	$	(500,000)	$	(486,250)	$	(500,000)	$	(513,750)	$	(500,000)	$	(510,625)

(1)~~As of March 29, 2020, $8.7 million of the fair value of our swap portfolio was classified as current and recorded in "Other accrued liabilities".~~

~~(2)~~Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of ~~$56.8~~$42.2 million, ~~$60.0~~$45.3 million and ~~$24.6~~$56.8 million as of March ~~28, 2021,~~27, 2022, December 31, ~~2020,~~2021 and March ~~29, 2020,~~28, 2021, respectively.

~~(3)~~(2)The ~~2029~~2028 senior notes were based on Level 1 inputs as of March ~~28, 2021~~27, 2022 and December 31, ~~2020~~2021, and Level 2 inputs as of March ~~29, 2020.~~28, 2021.

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

Due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets, goodwill, and indefinite-lived intangible assets for impairment during the first 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.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no ~~other~~ assets measured at fair value on a non-recurring basis as of March ~~28, 2021,~~27, 2022, December 31, ~~2020~~2021 or March ~~29, 2020.~~28, 2021.

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(9) Loss per Unit:

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


		Three months ended						Three 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)		March 27, 2022		March 28, 2021
Basic weighted average units outstanding	Basic weighted average units outstanding		56,552		56,414		Basic weighted average units outstanding		56,678		56,552

Diluted weighted average units outstanding	Diluted weighted average units outstanding		56,552		56,414		Diluted weighted average units outstanding		56,678		56,552
Net loss per unit - basic	Net loss per unit - basic		$	(1.95)	$	(3.83)	Net loss per unit - basic		$	(1.56)	$	(1.95)
Net loss per unit - diluted	Net loss per unit - diluted		$	(1.95)	$	(3.83)	Net loss per unit - diluted		$	(1.56)	$	(1.95)

~~For the three months ended March 28, 2021 and March 29, 2020, there~~There were approximately 0.6 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for both the three months ended March 27, 2022 and March 28, 2021 as their effect would have been anti-dilutive due to the net loss in each period.

(10) Income and Partnership Taxes:

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

The total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss). Our consolidated estimated annual effective tax rate differs from the statutory federal income tax rate primarily due to state, local and foreign income taxes, and certain partnership level income not being subject to federal ~~tax and beneficial rate differences on loss carry backs allowed by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") 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 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, 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 benefit was decreased by $0.3 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.tax.

As of March ~~28,~~27, 2022 and December 31, 2021, ~~$78.6~~$79.7 million in tax refunds attributable to the net operating loss in tax year 2020 being carried back to prior years in the United States ~~and an additional $14.9~~were recorded within "Current income tax receivable" in the unaudited condensed consolidated balance sheet. We anticipate receiving these tax refunds during 2022. This amount was offset by accrued tax payables within the same jurisdictions for the three months ended March 27, 2022. We received $10.3 million in tax refunds attributable to the net operating loss of our Canadian corporate subsidiary being carried back to prior years in Canada during the first quarter of 2022. The Canadian refunds were recorded ~~within "Current income tax receivable" in the unaudited condensed consolidated balance sheet. We anticipate receiving these tax refunds in the fourth quarter~~as a receivable as of December 31, 2021.

Additional benefits from the CARES Act included an $8.2 million deferral of the employer's share of Social Security taxes due in 50% increments in the fourth quarter of 2021 and the fourth quarter of 2022. ~~As of March 28, 2021, the~~The current portion was recorded in "Accrued salaries, wages and benefits" and the non-current portion as of March 28, 2021 was recorded in "Other Liabilities" within the unaudited condensed consolidated balance sheet.

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

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

Business Overview:

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

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

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

Impact of COVID-19 Pandemic

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, ~~is expected to have~~had 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.

On March 14, 2020, we closed our properties in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted, including reduced operating days per week and operating hours within each operating ~~day.~~day and earlier closure of certain parks than a typical operating year. Following March 14, 2020, Knott's Berry Farm's partial operations in 2020 were limited to culinary festivals.

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, including fewer operating days in July and August at some of our ~~parks, we also provided~~smaller properties and additional operating days in September and the fourth quarter at most of our ~~season pass holders a loyalty reward to be used on purchases within the park~~properties. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to hire additional labor, we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were also able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland operated with capacity restrictions, guest reservations, and other operating ~~season.~~protocols in place throughout 2021. We adjusted our park operating calendars in 2021 and may continue to adjust future park operating calendars as we respond to changes in guest demand, labor availability and any federal, provincial, state and local restrictions. We currently anticipate returning to full park operating calendars for the 2022 operating season at all of our parks. Five of our 13 properties opened for the 2022 operating season in the first quarter of 2022 as planned, including Knott's Berry Farm ~~is also offering a day-for-day extension into calendar year 2022 for 2020~~which has remained open since May 2021. Our future operations are dependent on factors outside of our knowledge or control, including the duration and ~~2021 season passes for every day~~severity of the ~~park is closed in 2021. No other parks are offering similar plans. Refer~~COVID-19 pandemic and actions taken to ~~Note~~ 3 ~~for additional detail.~~contain its spread and mitigate its public health effects.

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Critical Accounting Policies:

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. Beyond estimates in the normal course of business, management has also made significant estimates and assumptions related to the COVID-19 pandemic to determine our liquidity requirements and estimate the impact on our business, including financial results in the near and long-term. Actual results could differ significantly from those estimates under different assumptions and conditions.

Management believes that judgment and estimates related to the following critical accounting policies could materially affect our unaudited condensed consolidated financial statements:

•Impairment of Long-Lived Assets

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Revenue Recognition

•Income Taxes

In the first quarter of ~~2021,~~2022, there were no changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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Adjusted EBITDA:

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

The table below sets forth a reconciliation of Adjusted EBITDA to net loss for the three month periods ended March 27, 2022, March 28, 2021 and March ~~29, 2020.~~31, 2019. Due to the effects of the COVID-19 pandemic on our 2021 results, we included comparisons to 2019 in addition to comparisons to 2021 within the Results of Operations.

Three months ended
(In thousands) March 28, 2021 March 29, 2020
Net loss $ (110,416) $ (215,977)
Interest expense 44,096 27,219
Interest income (13) (348)
Benefit for taxes (16,297) (49,007)
Depreciation and amortization 1,453 5,088
EBITDA (81,177) (233,025)
Net effect of swaps (3,562) 19,779
Non-cash foreign currency (gain) loss (5,804) 34,203
Non-cash equity compensation expense 5,369 (4,794)
Loss on impairment / retirement of fixed assets, net 1,539 6,767
Loss on impairment of goodwill and other intangibles — 88,181
Other (1)
13 224
Adjusted EBITDA $ (83,622) $ (88,665)


	Three months ended
(In thousands)		March 27, 2022		March 28, 2021		March 31, 2019
Net loss		$	(88,509)	$	(110,416)	$	(83,673)
Interest expense		38,123		44,096		20,920
Interest income		(42)		(13)		(233)
Benefit for taxes		(19,150)		(16,297)		(19,985)
Depreciation and amortization		9,599		1,453		13,589
EBITDA		(59,979)		(81,177)		(69,382)
Loss on early debt extinguishment		—		4		—
Net effect of swaps		(14,202)		(3,562)		6,379
Non-cash foreign currency loss (gain)		14		(5,804)		(8,664)
Non-cash equity compensation expense		3,658		5,369		2,543
Loss on impairment / retirement of fixed assets, net		1,548		1,539		1,424

Gain on sale of investment		—		(2)		(617)


Other (1)		545		11		159
Adjusted EBITDA		$	(68,416)	$	(83,622)	$	(68,158)

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

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Results of Operations:

We believe the following are key operational measures in our managerial and operational reporting, and they are used as major factors in significant operational decisions as they are primary drivers of our financial and operational performance:

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

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

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

Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (see Note 3).

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Three months ended March 27, 2022 vs. Three months ended March 28, 2021

Operating results for the first quarter are historically less than 5% of our full-year revenues and attendance. First quarter results typically include normal off-season 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 at the Schlitterbahn parks which are typically open during portions of March, and~~ some out-of-park attractions, including limited hotel ~~operations.~~

operations, and limited operating days at a few of our seasonal amusement and water parks.

Due to the effects of the COVID-19 pandemic, the results for the three months ended March 27, 2022 were not directly comparable with the results for the three months ended March 28, 2021. The current three-month period included 130 operating days compared with no operating days for the three-month period ended March 28, 2021. In the prior 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,~~2021. The prior period accordingly only included results from limited out-of-park operations, including ~~Knott's Berry Farm~~the operation of some of our hotel properties and ~~the Schlitterbahn parks. Therefore, the fiscal three-month period ended March 28, 2021 included no operating days. Operations during the first quarter of 2021 were limited to~~ a culinary festival at Knott's Berry Farm and limited out-of-park attractions, including some of our hotel properties. Net revenues from the culinary festival at Knott's Berry Farm were classified as out-of-park revenues. Operating day statistics for 2021 exclude these limited operations at Knott's Berry Farm.

~~The fiscal three-month period ended~~which operated beginning March 29, 2020 included a total of 90 operating days which 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.5, 2021.

The following table presents key financial information for the three months ended March ~~28, 2021~~27, 2022 and March ~~29, 2020:~~28, 2021:


		Three months ended				Increase (Decrease)					Three months ended				Increase (Decrease)
		March 28, 2021		March 29, 2020		$		%			March 27, 2022		March 28, 2021		$		%
		(Amounts in thousands)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	9,742	$	53,635	$	(43,893)	(81.8)	%	Net revenues	$	98,835	$	9,742	$	89,093	N/M
Operating costs and expenses	Operating costs and expenses	98,810		137,562		(38,752)		(28.2)	%	Operating costs and expenses	171,460		98,810		72,650		73.5	%
Depreciation and amortization	Depreciation and amortization	1,453		5,088		(3,635)		(71.4)	%	Depreciation and amortization	9,599		1,453		8,146		N/M
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	1,548		1,539		9		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	$	(83,772)	$	(92,058)	$	8,286	9.0	%
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)	$	(68,416)	$	(83,622)	$	15,206	18.2	%

Attendance										Attendance	1,453		—		1,453		N/M
In-park per capita spending										In-park per capita spending	$	58.86	—		$	58.86	N/M
Out-of-park revenues	Out-of-park revenues	$	10,147	$	12,091	$	(1,944)	(16.1)	%	Out-of-park revenues	$	16,492	$	10,147	$	6,345	62.5	%
Operating days										Operating days	130		—		130		100.0	%

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

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net loss, see page ~~18.~~17.

For the three months ended March ~~28, 2021,~~27, 2022, net revenues ~~decreased 82% to~~totaled $98.8 million compared with $9.7 ~~million from $53.6~~ million for the three months ended March ~~29, 2020.~~28, 2021. The ~~decrease reflected no in-park revenue~~increase in net revenues was attributable to a 130 operating day increase in the current period ~~due~~which also contributed to ~~the delay of park openings for the 2021 operating season compared with 90 operating days in the prior period and~~ a ~~$1.9~~$6.3 million ~~decrease~~increase in out-of-park revenues. ~~The decrease 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.~~ Net revenues ~~for the three months~~ were not materially impacted by foreign currency exchange rates.

Operating costs and expenses for the three months ended March ~~28, 2021 decreased 28%~~27, 2022 increased to ~~$98.8~~$171.5 million from ~~$137.6~~$98.8 million for the three months ended March ~~29, 2020.~~28, 2021. This was the result of ~~a $4.1~~an $8.5 million ~~decrease~~increase in cost of goods sold, a ~~$40.2~~$53.7 million ~~decrease~~increase in operating expenses and a $5.5 million increase in SG&A expense. The decrease in cost of goods sold was due to the decline in sales volume related to delayed park openings in 2021. The $40.2 million decrease in operating expenses was

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attributable to less maintenance expense due to delayed park openings and less maintenance required in 2021 following minimal 2020 usage of rides and attractions, as well as reductions in seasonal labor, operating supplies and utilities due to delayed park openings. The $5.5$10.4 million increase in SG&A expense, all of which were largely the result of a 130 operating day increase in the current period. The majority of the $53.7 million increase in operating expenses was attributable to ~~prior period declines~~the increase in operating days. However, 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 increasesincrease in ~~SG&A expense were somewhat offset by less advertising expense, transaction fees and information technology supplies~~operating expenses was also due to ~~delayed park openings.~~an increase in full-time wages, which was primarily attributable to a planned increase in head count at select parks. Operating costs and expenses were not materially impacted by foreign currency ~~exchange~~ rates.

Depreciation and amortization expense for the three months ended March ~~28, 2021 decreased $3.6~~27, 2022 increased $8.1 million compared with the three months ended March ~~29, 2020~~28, 2021 due primarily to ~~90 fewer~~a 130 operating ~~days~~day increase in the current period. We recognize ~~deprecation~~depreciation 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.~~ The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the three months ended March 28, 2021 was $1.5 million compared with $6.8 million for the three months ended March 29, 2020. The prior period included a $2.7 million impairment charge with respect to the Schlitterbahn parks' long-lived assets triggered by the anticipated negative effectsnormal course 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 months ended March 29, 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~~).business.

After the items above, operating loss for the three months ended March ~~28, 2021~~27, 2022 totaled ~~$92.1~~$83.8 million compared with ~~$184.0~~an operating loss of $92.1 million for the three months ended March ~~29, 2020.~~28, 2021.

Interest expense for the three months ended March ~~28, 2021 increased $16.9~~27, 2022 decreased $6.0 million due to ~~interest incurred on~~ the ~~2025~~redemption of the 2024 senior notes ~~issued~~ in ~~April 2020 and the 2028 senior notes issued in October 2020.~~December 2021. The net effect of our swaps resulted in a benefit to earnings of ~~$3.6~~$14.2 million for the three months ended March ~~28, 2021~~27, 2022 compared with a ~~$19.8~~$3.6 million ~~charge~~benefit to earnings for the three months ended March ~~29, 2020.~~28, 2021. The difference was attributable to the change in fair ~~market~~ value ~~movements in~~of our swap portfolio. During the ~~current~~prior period, we also recognized a $5.8 million net benefit

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to earnings for foreign currency gains and ~~losses compared with a $34.2 million net charge to earnings for the three months ended March 29, 2020. Both amounts~~losses. The amount primarily ~~represent~~represented remeasurement of the ~~U.S.-dollar denominated debt recorded at our Canadian entity~~2024 senior notes from the U.S.-dollar to the legal entity's functional currency.

During the three months ended March ~~28, 2021,~~27, 2022, a benefit for taxes of ~~$16.3~~$19.2 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~~$16.3 million for the three months ended March ~~29, 2020.~~28, 2021. The ~~decrease~~difference in benefit for taxes was primarily attributable to a 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 the tax year 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paidhigher valuation allowance recorded during the ~~carryback period of approximately $78.6 million. Second, as of~~three months ended March 29, 2020, 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 benefit was decreased by $0.3 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.28, 2021.

After the items above, net loss for the three months ended March ~~28, 2021~~27, 2022 totaled ~~$110.4~~$88.5 million, or ~~$1.95~~$1.56 per diluted limited partner unit, compared with ~~$216.0~~a net loss of $110.4 million, or ~~$3.83~~$1.95 per diluted limited partner unit, for the three months ended March ~~29, 2020.~~28, 2021.

For the three months ended March ~~28, 2021,~~27, 2022, Adjusted EBITDA loss totaled ~~$83.6~~$68.4 million compared with ~~$88.7~~an Adjusted EBITDA loss of $83.6 million for the three months ended March ~~29, 2020.~~28, 2021. The decrease in Adjusted EBITDA loss was primarily due to the impact of COVID-19 related park closures in early 2021 and the related improvement in attendance, in-park per capita spending and out-of-park revenues in early 2022.

Three months ended March 27, 2022 vs. Three months ended March 31, 2019

As described above, the results for the three months ended March 27, 2022 were not directly comparable with the results for the three months ended March 28, 2021 due to the effects of the COVID-19 pandemic. Therefore, we included a comparison of our current period results with the three months ended March 31, 2019. The current three-month period included 130 operating days compared with a total of 101 operating days for the three-month period ended March 31, 2019. The current period included normal off-season expenses at Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston and 9 operating days at Schlitterbahn Waterpark Galveston. We acquired both properties on July 1, 2019. The following table presents key financial information for the three months ended March 27, 2022 and March 31, 2019:


	Three months ended				Increase (Decrease)
	March 27, 2022		March 31, 2019		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	98,835	$	66,977	$	31,858	47.6	%
Operating costs and expenses	171,460		137,520		33,940		24.7	%
Depreciation and amortization	9,599		13,589		(3,990)		(29.4)	%
Loss on impairment / retirement of fixed assets, net	1,548		1,424		124		N/M

Gain on sale of investment	—		(617)		617		N/M
Operating loss	$	(83,772)	$	(84,939)	$	1,167	1.4	%

Other Data:
Adjusted EBITDA (1)	$	(68,416)	$	(68,158)	$	(258)	(0.4)	%

Attendance	1,453		1,175		278		23.7	%
In-park per capita spending (2)	$	58.86	$	46.13	$	12.73	27.6	%
Out-of-park revenues (2)	$	16,492	$	14,761	$	1,731	11.7	%
Operating days	130		101		29		28.7	%

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

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net loss, see page 17.

(2) Net revenues as disclosed within the statements of operations and comprehensive loss consist of in-park revenues and out-of-park revenues less ~~expense incurred~~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 $54.2 million and $2.0 million, respectively, for the three months ended March 31, 2019.

For the three months ended March 27, 2022, net revenues totaled $98.8 million compared with $67.0 million for the three months ended March 31, 2019. The increase in net revenues reflected the impact of a 24% increase in attendance and a 28% increase in in-park per capita spending. The increase in attendance was driven by season pass attendance, and to a lesser extent, general admission at Knott's Berry Farm. There were more season passes outstanding at Knott's Berry Farm in the current ~~year~~period due to ~~delayed park openings,~~the extension of the validity of select 2020 and 2021 season passes through May 2022. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories, particularly ~~maintenance~~admissions, food and ~~seasonal labor costs, which more than offset~~beverage and extra-charge spending, and was driven by both increased pricing and increased transactions. Out-of-park revenues for the ~~related decline~~three months ended March 27, 2022 increased $1.7 million compared with the three months ended March 31, 2019. The increase in ~~revenue in the current year.~~

out-of-park revenues was largely attributable to increased sales at Knott's Berry Farm Marketplace, as well

2019

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as revenues from the Cedar Point Sports Center which opened in early 2020. The increase in out-of-park revenues in the current period was offset by the temporary closure of a hotel property at Cedar Point for renovations.

Operating costs and expenses for the three months ended March 27, 2022 increased $33.9 million compared with the three months ended March 31, 2019. This was the result of a $3.2 million increase in cost of goods sold, a $21.6 million increase in operating expenses and a $9.1 million increase in SG&A expense. The increase in cost of goods sold was attributable to an increase in sales volume. The increase in operating expenses was primarily attributable to higher full-time wages, which was due largely to a planned increase in head count at select parks. The increase in operating expenses was also due to an increase in seasonal labor rate, and employer taxes and health benefits. The increase in SG&A expense was due to an increase in operating supplies, specifically IT-related costs and transaction fees, as well as an increase in full-time wages, including an increase in accrued profit sharing.

Depreciation and amortization expense for the three months ended March 27, 2022 decreased $4.0 million compared with the three months ended March 31, 2019 due primarily to the change in estimated useful life of a long-lived asset at Kings Dominion in 2019. The loss on impairment / retirement of fixed assets for the three months ended March 27, 2022 and March 31, 2019 included retirements of assets in the normal course of business.

After the items above, operating loss for the three months ended March 27, 2022 totaled $83.8 million compared with $84.9 million for the three months ended March 31, 2019.

Interest expense for the three months ended March 27, 2022 increased $17.2 million compared with the three months ended March 31, 2019 primarily due to interest incurred on the 2025 senior notes and 2028 senior notes, both of which were issued in 2020, offset in part by the impact of the redemption of the 2024 senior notes. The net effect of our swaps resulted in a benefit to earnings of $14.2 million for the three months ended March 27, 2022 compared with a $6.4 million charge to earnings for the three months ended March 31, 2019. The difference was attributable to the change in fair value of our swap portfolio. During the prior period, we also recognized an $8.7 million net benefit to earnings for foreign currency gains and losses. The amount primarily represented remeasurement of the 2024 senior notes from the U.S.-dollar to the legal entity's functional currency.

During the three months ended March 27, 2022, a benefit for taxes of $19.2 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $20.0 million for the three months ended March 31, 2019. The decrease in benefit for taxes was attributable to a decrease in the annual effective tax rate applied to the income from our taxable subsidiaries.

After the items above, net loss for the three months ended March 27, 2022 totaled $88.5 million, or $1.56 per diluted limited partner unit, compared with a net loss of $83.7 million, or $1.49 per diluted limited partner unit, for the three months ended March 31, 2019.

For the three months ended March 27, 2022, Adjusted EBITDA loss totaled $68.4 million compared to $68.2 million for the three months ended March 31, 2019. The Adjusted EBITDA losses were comparable due to higher net revenues in the current period attributable to increased attendance, in-park per capita spending and out-of-park revenues being largely offset by increased costs in the current period, particularly labor costs.

April Update

Due to the effects of the COVID-19 pandemic, we postponed the opening of our parks for the 2021 operating season to May 2021. Therefore, we compared the results for the four months ended May 1, 2022 to the four months ended May 5, 2019. For the four months ended May 1, 2022, preliminary net revenues totaled approximately $193 million and increased 33%, or $48 million, compared with the four months ended May 5, 2019. The increase was driven by an 8% increase in attendance, a 28% increase in in-park per capita spending, and a 10% increase in out-of-park revenues, in each case as compared to the four months ended May 5, 2019.

Liquidity and Capital Resources:

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~~We expect to ~~the negative effects of the COVID-19 pandemic, we took steps in 2020 to secure additional~~fund our 2022 liquidity needs with cash from operating activities and ~~to obtain relief~~borrowings 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.facility. As of March ~~28, 2021,~~27, 2022, we had cash on hand of ~~$271.7~~$50.0 million and ~~$359.1~~$234.2 million of available borrowings under our revolving credit facility. Based on this level of liquidity, we ~~have~~ concluded that we will have sufficient liquidity to satisfy our obligations ~~and remain in compliance with our debt covenants~~ at least through the first quarter of 2023. Due to limited open operations in early 2021 in response to the negative effects of the COVID-19 pandemic, our first quarter 2021 liquidity needs were funded from cash on hand from senior notes issued in 2020. We began generating positive cash flows from operations during the second quarter of ~~2022.~~2021.

~~As restrictions to mitigate the spread~~

Table of ~~COVID-19 are lifted and our properties are able to resume full operations, management~~Contents

Management is focused on driving profitable and sustainable growth in the business, ~~as well as~~ reducing the ~~Company's leverage.~~Partnership's outstanding debt, and reinstating the quarterly Partnership distribution. 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 historical levels, as many new rides and attractions originally planned for the 2020 operating season have yet to be introduced to our guests. For 2021, we expect to invest ~~approximately $100~~between $200 million and $215 million in total 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.~~ season, which include the completion of several resort renovation projects, investments to expand our park offerings and develop new revenue centers, and technology enhancements, such as cashless parks, touch-free transactions and labor management tools. In December 2021, we made progress towards our goal of reducing our outstanding debt by redeeming $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes").

We ~~may invest in additional capital expenditures over the 2021 operating season as conditions permit. Due to the issuance of $1.3 billion of senior notes in 2020, we~~ anticipate ~~$175~~$150 million in annual cash interest in ~~2021~~2022 of which ~~80%~~75% of the payments occur in the second and fourth ~~quarter.~~quarters. We are expecting to receive ~~$78.6~~$79.7 million in tax refunds attributable to the tax year 2020 net operating loss being carried back to prior years in the United ~~States and an additional $14.9~~States. We anticipate receiving the U.S. tax refund during 2022. We received $10.3 million in tax refunds attributable to net operating losses being carried back to prior years in ~~Canada. We anticipate receiving these tax refunds in~~Canada during the ~~fourth~~first quarter of ~~2021. Also, in 2021,~~2022. In 2022, we anticipate cash payments for income taxes to range from $5$45 million to ~~$10~~$60 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~~March 27, 2022, deferred revenue totaled $234 million, including non-current deferred revenue. This represented an increase of ~~this Form 10-Q, we anticipate that we will spend approximately $60~~$36 million ~~per month during the second quarter of 2021. We spent $35 million per month during the first quarter of~~since December 31, 2021. The ~~higher rate~~increase in deferred revenue was largely attributable to sales of ~~spend during the second quarter of 2021 is due to higher projected capital investments~~season-long products for admission, dining, beverage and ~~incremental operating costs related to preparing the parks to open,~~other products, as well as advanced resort bookings, 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 projectedparks begin their 2022 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.

~~Working Capital~~

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~~(In thousands)~~
~~Working Capital Account~~	~~Balance Sheet Location~~	~~March 29, 2020~~
~~Receivables~~	~~Other Assets~~	$	~~23,968~~
~~Inventories~~	~~Other Assets~~	~~39,364~~
~~Prepaid advertising and other current assets~~	~~Other Assets~~	~~5,177~~
		$	~~68,509~~

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

In the current year quarterly period ended March 28, 2021, our parks are expected to open in 2021. Therefore, we expect outstanding working capital amounts to be realized within 12 months from the balance sheet date with the exception of $5.4 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 season passes (see ~~Note 3~~).seasons.

Operating Activities

Net cash for operating activities for the first three months of ~~2021~~2022 totaled ~~$90.4~~$95.4 million, ~~a decrease~~an increase of ~~$14.8~~$5.0 million compared with net cash for operating activities for the same period in the prior year. The ~~decrease~~increase in net cash for operating activities was ~~largely~~primarily attributable to ~~less costs incurred~~a larger first quarter bonus payment in the current ~~year due to delayed park openings, particularly related to maintenance and seasonal labor costs.~~period offset by an increase in season pass sales in the current period.

Investing Activities

Net cash for investing activities for the first three months of ~~2021 was $8.4~~2022 totaled $34.0 million, ~~a decrease~~an increase of ~~$49.7~~$25.6 million compared with the same period in the prior year. The ~~decrease~~increase in net cash for investing activities was due to a planned reduction in capital spending for 2021.

Financing Activities

Net cash ~~for~~from financing activities for the first three months of ~~2021 was $6.1~~2022 totaled $117.9 million, ~~a decrease~~an increase of ~~$16.7~~$124.0 million compared with net cash ~~from~~for financing activities for the same period in the prior year. The ~~decrease~~variance was ~~primarily~~ attributable to ~~prior period typical seasonal revolver~~$125 million of borrowings ~~offset by~~on our revolving credit facility in the ~~first quarter~~current period. We utilized cash on hand from senior notes issued in 2020 ~~partnership distribution, both of which occurred prior~~ to ~~the COVID-19 disruption.~~fund our operations in early 2021.

Contractual Obligations

As of March ~~28, 2021,~~27, 2022, our primary contractual obligations consisted of outstanding long-term debt agreements and related derivative agreements. Before reduction for debt issuance costs and original issue discount, our long-term debt agreements consisted of the following:

•$264 million of senior secured term debt, maturing in April 2024 under ~~our Third Amended~~the 2017 Credit ~~Agreement.~~Agreement, as amended. 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, 2021.~~27, 2022.

•$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.

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

•$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued at par. The 2027 senior notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2027 senior notes pay interest semi-annually in April and October.

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•$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.

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•$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$125 million of borrowings under the $375 million senior secured revolving credit facility under our ~~Third Amended 2017 Credit Agreement~~current 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. $300 million of the revolving credit facility is scheduled to mature in December 2023. The remaining $75 million of the revolving credit facility ~~bears~~bore interest at LIBOR plus 300 bps or CDOR plus 200 bps and ~~requires~~required the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. ~~The $300~~$75 million of the revolving credit facility ~~is scheduled to mature in December 2023~~matured and ~~the $75 million revolving credit facility is scheduled to mature~~was repaid in April 2022. The ~~Third Amended 2017 Credit Agreement~~credit agreement provides for the issuance of documentary and standby letters of credit. After letters of credit, which totaled ~~$15.9~~$15.8 million as of March ~~28, 2021,~~27, 2022, we had ~~$359.1~~$234.2 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.

On December 17, 2021, we redeemed $450 million of 5.375% senior unsecured notes, which otherwise would have matured in June 2024, at a redemption price equal to 100.896% of the principal amount plus accrued and unpaid interest. We further amended the 2017 Credit Agreement in December 2021 to allow for the redemption of the 2024 senior notes and in February 2022 to allow for greater sale and leaseback transactions.

As of March ~~28, 2021,~~27, 2022, we ~~have~~had 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, 2021,~~27, 2022, the fair value of our swap portfolio was classified as long-term and recorded in "Derivative Liability" within the unaudited condensed consolidated balance sheet.

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

As discussed within the Long-Term Debt footnote at Note 6, we ~~have issued five~~had four tranches of fixed rate senior ~~notes:~~notes outstanding at March 27, 2022: the ~~2024,~~ 2025, 2027, 2028 and 2029 senior ~~notes (“senior notes”).~~notes. The 2024 senior notes were fully redeemed on December 17, 2021. The 2024, 2027, 2028 and 2029 senior notes ~~(the “registered senior notes”) have been~~were 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~~were 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 our credit agreement. A full listing of the issuers and guarantors of our registered senior notes can be found within Exhibit 22, and additional information with respect to our registered senior notes and the related guarantees follows.

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

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)~~Agreement, as amended), 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 or was 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~~guaranteed the 2024 senior notes ~~include~~included the guarantor subsidiary group, as well as Millennium. Millennium is a co-issuer under the 2027, 2028 and 2029 senior notes and was a guarantor under the 2024 senior notes. ~~There are no~~Certain subsidiaries of Cedar Fair did not guarantee our credit facilities or senior notes as the assets and results of operations of these subsidiaries were immaterial (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $13.7 million and $14.0 million as of March 27, 2022 and December 31, 2021, 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

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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 March 27, 2022


Current Assets	$	211	$	97,370	$	31,508	$	580,156	$	1,194,169




Non-Current Assets	(258,382)		1,298,699		540,339		2,405,232		1,857,064




Current Liabilities	378,797		1,058,321		257,574		277,783		59,016


Non-Current Liabilities	147,250		7,006		24,629		2,512,991		97,654


Balance as of December 31, 2021


Current Assets	$	517	$	97,221	$	96,042	$	572,865	$	1,187,211




Non-Current Assets	(138,126)		1,647,952		540,332		2,368,737		2,145,307




Current Liabilities	410,779		1,331,130		29,050		227,483		58,949


Non-Current Liabilities	147,021		21,274		24,043		2,385,100		97,803



Three Months Ended March 27, 2022


Net revenues	$	—	$	18,673	$	65	$	93,487	$	11,870


Operating (loss) income	(19,171)		(68,606)		(6,595)		29,634		(18,796)


Net loss	(88,225)		(61,248)		(11,489)		—		(28,034)

Twelve Months Ended December 31, 2021


Net revenues	$	35,908	$	363,340	$	75,353	$	1,449,022	$	344,778


Operating income (loss)	31,808		(156,079)		12,545		136,844		124,405


Net (loss) income	(46,741)		(34,647)		1,967		—		62,586

(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: ~~Non-Current~~Current Assets and Current Liabilities - ~~$2,208.0~~$13.3 million as of March ~~28, 2021~~27, 2022 and ~~$2,201.8~~$13.4 million as of December 31, ~~2020; and Net revenues~~2021; Non-Current Assets - ~~$2.2~~$2,291.4 million as of March ~~28, 2021~~27, 2022 and ~~$130.3~~$2,254.9 million as of December 31, ~~2020.~~2021; and Net revenues - $15.0 million as of March 27, 2022 and $126.6 million as of December 31, 2021. Combined amounts for all guarantors of the 2024 senior notes for all other line items within the table would be computed by adding the amounts in the Millennium and Guarantor Subsidiaries columns.

Forward Looking Statements

Some of the statements contained in this report (including the "Management’s 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, including the timing of any debt paydown or payment of partnership distributions, 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 adversely affect ~~attendance at~~ our ~~parks,~~future financial performance, as well as the timing of any debt paydown or payment of partnership distributions, and our ~~business optimization program,~~growth strategies 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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

None of our interest rate swap agreements are designated as hedging instruments. Changes in fair value of derivative instruments that do not qualify for hedge accounting are reported as "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive loss.

As of March ~~28, 2021,~~27, 2022, 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~~$13.9 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.

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

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$2.4~~$0.7 million decrease in annual operating ~~loss~~income for the trailing twelve months ended March ~~28, 2021.~~27, 2022.

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ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures -

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of March ~~28, 2021,~~27, 2022, 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, 2021.~~

27, 2022.

(b)Changes in Internal Control Over Financial Reporting -

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March ~~28, 2021~~27, 2022 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, 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.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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

Issuer Purchases of Equity Securities:

The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended March ~~28, 2021:~~27, 2022:

(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 — $ —

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	(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	—	—		—	$	—
February 1 - February 28	40,925	$	57.07	—	—
March 1 - March 27	—	—		—	—
Total	40,925	$	57.07	—	$	—

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

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ITEM 6. EXHIBITS


Exhibit (10.1)						~~2016 Omnibus Incentive Plan Form~~Amendment No. 5, dated as of ~~Performance Unit Award Agreement (Spring 2021 Version). Incorporated herein by reference to Exhibit 10.1~~February 7, 2022, to the ~~Registrant's Form 8-K (File No. 001-09444) filed on March 30, 2021.~~Amended and Restated Credit Agreement, dated as of April 13, 2017, among Cedar Fair, Magnum, Cedar Canada and Millennium, as borrowers, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties thereto.

Exhibit (10.2)						2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration ~~(Spring 2021~~(2022 Employment Agreement Version). ~~Incorporated herein by reference to~~

Exhibit ~~10.2 to the Registrant's~~(10.3)						2016 Omnibus Incentive Plan Form ~~8-K (File No. 001-09444) filed on March 30, 2021.~~of Restricted Unit Award Declaration (2022 Non-Employment Agreement Version).

Exhibit (10.4)						2016 Omnibus Incentive Plan Form of Performance Unit Award Agreement (2022 Employment Agreement Version).

Exhibit (10.5)						2016 Omnibus Incentive Plan Form of Performance Unit Award Agreement (2022 Non-Employment Agreement Version).

Exhibit (22)						Subsidiary Guarantors and Issuers of Guaranteed ~~Securities~~. Securities. Incorporated herein by reference to Exhibit 22 to the Registrant's Form ~~10-Q~~10-K (File No. 001-09444) filed on ~~November 4, 2020.~~February 18, 2022.

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

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

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

Exhibit (101)						The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March ~~28, 2021~~27, 2022 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, 2021~~27, 2022 formatted in Inline XBRL (included as Exhibit 101).

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Table of Contents

SIGNATURES

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


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	May ~~5, 2021~~4, 2022	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	May ~~5, 2021~~4, 2022	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

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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	1110
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	1514
Note 9	Loss per Unit	1615
Note 10	Income and Partnership Taxes	1615



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)