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 ~~June 26,~~September 25, 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 ~~July 29,~~October 28, 2022
Depositary Units (Representing Limited Partner Interests)						~~57,039,740~~54,382,518

Page 1 of 3031 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)


		June 26, 2022		December 31, 2021		June 27, 2021			September 25, 2022		December 31, 2021		September 26, 2021
ASSETS	ASSETS							ASSETS
Current Assets:	Current Assets:							Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	124,929	$	61,119	$	292,596	Cash and cash equivalents	$	288,380	$	61,119	$	562,661
Receivables	Receivables	101,449		62,109		52,259		Receivables	77,851		62,109		61,749
Inventories	Inventories	56,608		32,113		46,983		Inventories	49,669		32,113		36,861

Current income tax receivable	Current income tax receivable	2,526		84,051		91,608		Current income tax receivable	—		84,051		63,178
Land held for sale		150,595		—		—

Other current assets	Other current assets	40,268		24,249		40,298		Other current assets	23,048		24,249		23,922
		476,375		263,641		523,744			438,948		263,641		748,371
Property and Equipment:	Property and Equipment:							Property and Equipment:
Land	Land	291,166		443,190		445,274		Land	287,839		443,190		443,001
Land improvements	Land improvements	490,191		486,014		485,242		Land improvements	488,533		486,014		485,435
Buildings	Buildings	913,699		855,297		857,452		Buildings	933,053		855,297		857,610
Rides and equipment	Rides and equipment	2,025,153		1,986,235		2,001,500		Rides and equipment	2,022,168		1,986,235		1,994,977
Construction in progress	Construction in progress	44,637		57,666		41,078		Construction in progress	45,938		57,666		44,415
		3,764,846		3,828,402		3,830,546			3,777,531		3,828,402		3,825,438
Less accumulated depreciation	Less accumulated depreciation	(2,164,908)		(2,117,659)		(2,028,345)		Less accumulated depreciation	(2,215,840)		(2,117,659)		(2,095,666)
		1,599,938		1,710,743		1,802,201			1,561,691		1,710,743		1,729,772
Goodwill	Goodwill	265,988		267,232		269,193		Goodwill	263,094		267,232		267,216
Other Intangibles, net	Other Intangibles, net	49,702		49,994		50,751		Other Intangibles, net	48,979		49,994		50,127
Right-of-Use Asset	Right-of-Use Asset	17,818		16,294		13,520		Right-of-Use Asset	96,809		16,294		14,061
Other Assets	Other Assets	7,176		5,116		4,824		Other Assets	4,935		5,116		4,940
		$	2,416,997	$	2,313,020	$	2,664,233		$	2,414,456	$	2,313,020	$	2,814,487
LIABILITIES AND PARTNERS’ EQUITY	LIABILITIES AND PARTNERS’ EQUITY							LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:	Current Liabilities:							Current Liabilities:

Accounts payable	Accounts payable	$	80,948	$	53,912	$	51,452	Accounts payable	$	63,272	$	53,912	$	49,085
Deferred revenue	Deferred revenue	297,930		187,599		275,506		Deferred revenue	170,905		187,599		186,526
Accrued interest	Accrued interest	31,374		32,011		34,402		Accrued interest	49,316		32,011		58,919
Accrued taxes	Accrued taxes	17,734		9,075		13,002		Accrued taxes	58,710		9,075		14,706
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	30,358		53,833		28,344		Accrued salaries, wages and benefits	56,682		53,833		63,641
Self-insurance reserves	Self-insurance reserves	24,662		24,573		22,336		Self-insurance reserves	27,121		24,573		24,286
Other accrued liabilities	Other accrued liabilities	26,388		20,511		17,913		Other accrued liabilities	35,426		20,511		19,440
		509,394		381,514		442,955			461,432		381,514		416,603
Deferred Tax Liability	Deferred Tax Liability	62,956		66,483		38,488		Deferred Tax Liability	55,540		66,483		47,538
Derivative Liability	Derivative Liability	—		20,086		31,690		Derivative Liability	—		20,086		28,504
Lease Liability	Lease Liability	14,548		13,345		10,620		Lease Liability	84,749		13,345		11,146

Other Liabilities	Other Liabilities	9,847		11,144		21,325		Other Liabilities	18,032		11,144		29,298
Long-Term Debt:	Long-Term Debt:							Long-Term Debt:
Revolving credit loans		90,000		—		—

Term debt	Term debt	190,920		258,391		256,713		Term debt	—		258,391		257,559
Notes	Notes	2,265,114		2,260,545		2,704,002		Notes	2,265,490		2,260,545		2,706,484
		2,546,034		2,518,936		2,960,715			2,265,490		2,518,936		2,964,043
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	(7)		(7)		(9)		General partner	(4)		(7)		(7)
Limited partners, 57,040, 56,854 and 56,829 units outstanding as of June 26, 2022, December 31, 2021 and June 27, 2021, respectively		(745,680)		(712,714)		(840,663)
Accumulated other comprehensive income (loss)		14,615		8,943		(6,178)
Limited partners, 55,571, 56,854 and 56,842 units outstanding as of September 25, 2022, December 31, 2021 and September 26, 2021, respectively								Limited partners, 55,571, 56,854 and 56,842 units outstanding as of September 25, 2022, December 31, 2021 and September 26, 2021, respectively	(492,526)		(712,714)		(689,662)
Accumulated other comprehensive income								Accumulated other comprehensive income	16,453		8,943		1,734
		(725,782)		(698,488)		(841,560)			(470,787)		(698,488)		(682,645)
		$	2,416,997	$	2,313,020	$	2,664,233		$	2,414,456	$	2,313,020	$	2,814,487

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 INCOME (LOSS)

(In thousands, except per unit amounts)


		Three months ended				Six months ended					Three months ended				Nine months ended
		June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021			September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Net revenues:	Net revenues:									Net revenues:
Admissions	Admissions	$	253,494	$	99,072	$	302,930	$	99,072	Admissions	$	425,616	$	381,777	$	728,546	$	480,849
Food, merchandise and games	Food, merchandise and games	177,153		83,945		213,868		91,191		Food, merchandise and games	272,940		235,619		486,808		326,810
Accommodations, extra-charge products and other	Accommodations, extra-charge products and other	78,844		41,120		91,528		43,616		Accommodations, extra-charge products and other	144,507		136,008		236,035		179,624
		509,491		224,137		608,326		233,879			843,063		753,404		1,451,389		987,283
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of food, merchandise, and games revenues	Cost of food, merchandise, and games revenues	49,162		23,630		59,986		25,936		Cost of food, merchandise, and games revenues	73,072		59,502		133,058		85,438
Operating expenses	Operating expenses	232,421		155,945		352,271		222,099		Operating expenses	323,441		273,426		675,712		495,525
Selling, general and administrative	Selling, general and administrative	65,601		47,066		106,387		77,416		Selling, general and administrative	88,160		90,863		194,547		168,279
Depreciation and amortization	Depreciation and amortization	49,037		33,992		58,636		35,445		Depreciation and amortization	67,805		77,461		126,441		112,906
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	1,199		1,937		2,747		3,476		Loss on impairment / retirement of fixed assets, net	3,632		2,397		6,379		5,873

Gain on sale of investment		—		—		—		(2)
Gain on sale of assets										Gain on sale of assets	(155,251)		—		(155,251)		(2)
		397,420		262,570		580,027		364,370			400,859		503,649		980,886		868,019
Operating income (loss)		112,071		(38,433)		28,299		(130,491)
Operating income										Operating income	442,204		249,755		470,503		119,264
Interest expense	Interest expense	40,214		46,005		78,337		90,101		Interest expense	37,049		46,270		115,386		136,371
Net effect of swaps	Net effect of swaps	(7,739)		(3,834)		(21,941)		(7,396)		Net effect of swaps	(3,700)		(3,186)		(25,641)		(10,582)
Loss on early debt extinguishment	Loss on early debt extinguishment	—		—		—		4		Loss on early debt extinguishment	1,810		—		1,810		4
Loss (gain) on foreign currency	Loss (gain) on foreign currency	9,845		(11,099)		9,860		(16,904)		Loss (gain) on foreign currency	14,376		15,163		24,236		(1,741)
Other income	Other income	(394)		(27)		(443)		(105)		Other income	(1,532)		(243)		(1,975)		(348)
Income (loss) before taxes	Income (loss) before taxes	70,145		(69,478)		(37,514)		(196,191)		Income (loss) before taxes	394,201		191,751		356,687		(4,440)
Provision (benefit) for taxes		19,373		(10,608)		223		(26,905)
Provision for taxes										Provision for taxes	61,151		43,764		61,374		16,859
Net income (loss)	Net income (loss)	50,772		(58,870)		(37,737)		(169,286)		Net income (loss)	333,050		147,987		295,313		(21,299)
Net income (loss) allocated to general partner	Net income (loss) allocated to general partner	1		(1)		—		(2)		Net income (loss) allocated to general partner	3		2		3		—
Net income (loss) allocated to limited partners	Net income (loss) allocated to limited partners	$	50,771	$	(58,869)	$	(37,737)	$	(169,284)	Net income (loss) allocated to limited partners	$	333,047	$	147,985	$	295,310	$	(21,299)

Net income (loss)	Net income (loss)	$	50,772	$	(58,870)	$	(37,737)	$	(169,286)	Net income (loss)	$	333,050	$	147,987	$	295,313	$	(21,299)
Other comprehensive income (loss), (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	2,819		(5,686)		5,672		(8,777)		Foreign currency translation adjustment	1,838		7,912		7,510		(865)

Other comprehensive income (loss), (net of tax)	Other comprehensive income (loss), (net of tax)	2,819		(5,686)		5,672		(8,777)		Other comprehensive income (loss), (net of tax)	1,838		7,912		7,510		(865)
Total comprehensive income (loss)	Total comprehensive income (loss)	$	53,591	$	(64,556)	$	(32,065)	$	(178,063)	Total comprehensive income (loss)	$	334,888	$	155,899	$	302,823	$	(22,164)
Basic income (loss) per limited partner unit:	Basic income (loss) per limited partner unit:									Basic income (loss) per limited partner unit:
Weighted average limited partner units outstanding	Weighted average limited partner units outstanding	56,760		56,622		56,720		56,588		Weighted average limited partner units outstanding	56,384		56,628		56,606		56,601
Net income (loss) per limited partner unit	Net income (loss) per limited partner unit	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)	Net income (loss) per limited partner unit	$	5.91	$	2.61	$	5.22	$	(0.38)
Diluted income (loss) per limited partner unit:	Diluted income (loss) per limited partner unit:									Diluted income (loss) per limited partner unit:
Weighted average limited partner units outstanding	Weighted average limited partner units outstanding	57,127		56,622		56,720		56,588		Weighted average limited partner units outstanding	56,796		57,009		57,055		56,601
Net income (loss) per limited partner unit	Net income (loss) per limited partner unit	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)	Net income (loss) per limited partner unit	$	5.86	$	2.60	$	5.18	$	(0.38)

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)~~thousands, except per unit amounts)


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 March 28, 2021		56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)
Net loss		—	(58,869)		(1)		—		—		(58,870)
Balance as of June 27, 2021													Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)
Net income													Net income	—	147,985		2		—		—		147,987

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	1	3,619		—		—		—		3,619		Limited partnership units related to equity-based compensation	13	3,096		—		—		—		3,096
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(13)		—		—		—		(13)		Tax effect of units involved in treasury unit transactions	—	(80)		—		—		—		(80)
Foreign currency translation adjustment, net of tax $(801)		—	—		—		—		(5,686)		(5,686)
Foreign currency translation adjustment, net of tax $1,083													Foreign currency translation adjustment, net of tax $1,083	—	—		—		—		7,912		7,912

Balance as of June 27, 2021		56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)
Balance as of September 26, 2021													Balance as of September 26, 2021	56,842	$	(689,662)	$	(7)	$	5,290	$	1,734	$	(682,645)

Balance as of March 27, 2022		57,042	$	(804,659)	$	(8)	$	5,290	$	11,796	$	(787,581)
Balance as of June 26, 2022													Balance as of June 26, 2022	57,040	$	(745,680)	$	(7)	$	5,290	$	14,615	$	(725,782)
Net income	Net income	—	50,771		1		—		—		50,772		Net income	—	333,047		3		—		—		333,050
Repurchase of limited partnership units													Repurchase of limited partnership units	(1,523)	(65,958)		—		—		—		(65,958)
Partnership distribution declared ($0.300 per unit)													Partnership distribution declared ($0.300 per unit)	—	(17,130)		—		—		—		(17,130)
Limited partnership units related to equity-based compensation													Limited partnership units related to equity-based compensation	54	3,196		—		—		—		3,196
Tax effect of units involved in treasury unit transactions													Tax effect of units involved in treasury unit transactions	—	(1)		—		—		—		(1)
Foreign currency translation adjustment, net of tax $1,609													Foreign currency translation adjustment, net of tax $1,609	—	—		—		—		1,838		1,838

Balance as of September 25, 2022													Balance as of September 25, 2022	55,571	$	(492,526)	$	(4)	$	5,290	$	16,453	$	(470,787)

For the nine months ended													For the nine 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, 2020													Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)
Net loss													Net loss	—	(21,299)		—		—		—		(21,299)

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	(2)	8,218		—		—		—		8,218		Limited partnership units related to equity-based compensation	136	7,597		—		—		—		7,597
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(10)		—		—		—		(10)		Tax effect of units involved in treasury unit transactions	—	(1,641)		—		—		—		(1,641)
Foreign currency translation adjustment, net of tax $982		—	—		—		—		2,819		2,819
Foreign currency translation adjustment, net of tax $(145)													Foreign currency translation adjustment, net of tax $(145)	—	—		—		—		(865)		(865)

Balance as of June 26, 2022		57,040	$	(745,680)	$	(7)	$	5,290	$	14,615	$	(725,782)
Balance as of September 26, 2021													Balance as of September 26, 2021	56,842	$	(689,662)	$	(7)	$	5,290	$	1,734	$	(682,645)

For the six months ended		Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of December 31, 2020		56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)
Net loss		—	(169,284)		(2)		—		—		(169,286)

Balance as of December 31, 2021													Balance as of December 31, 2021	56,854	$	(712,714)	$	(7)	$	5,290	$	8,943	$	(698,488)
Net income													Net income	—	295,310		3		—		—		295,313
Repurchase of limited partnership units													Repurchase of limited partnership units	(1,523)	(65,958)		—		—		—		(65,958)
Partnership distribution declared ($0.300 per unit)													Partnership distribution declared ($0.300 per unit)	—	(17,130)		—		—		—		(17,130)
Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	123	4,501		—		—		—		4,501		Limited partnership units related to equity-based compensation	240	9,956		—		—		—		9,956
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1,561)		—		—		—		(1,561)		Tax effect of units involved in treasury unit transactions	—	(1,990)		—		—		—		(1,990)
Foreign currency translation adjustment, net of tax $(1,228)		—	—		—		—		(8,777)		(8,777)
Foreign currency translation adjustment, net of tax $2,166													Foreign currency translation adjustment, net of tax $2,166	—	—		—		—		7,510		7,510

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

Balance as of December 31, 2021		56,854	$	(712,714)	$	(7)	$	5,290	$	8,943	$	(698,488)
Net loss		—	(37,737)		—		—		—		(37,737)

Limited partnership units related to equity-based compensation		186	6,760		—		—		—		6,760
Tax effect of units involved in treasury unit transactions		—	(1,989)		—		—		—		(1,989)
Foreign currency translation adjustment, net of tax $557		—	—		—		—		5,672		5,672

Balance as of June 26, 2022		57,040	$	(745,680)	$	(7)	$	5,290	$	14,615	$	(725,782)
Balance as of September 25, 2022													Balance as of September 25, 2022	55,571	$	(492,526)	$	(4)	$	5,290	$	16,453	$	(470,787)

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)


		Six months ended					Nine months ended
		June 26, 2022		June 27, 2021			September 25, 2022		September 26, 2021
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net loss		$	(37,737)	$	(169,286)
Adjustments to reconcile net loss to net cash from (for) operating activities:
CASH FLOWS FROM OPERATING ACTIVITIES						CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)						Net income (loss)	$	295,313	$	(21,299)
Adjustments to reconcile net income (loss) to net cash from operating activities:						Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	Depreciation and amortization	58,636		35,445		Depreciation and amortization	126,441		112,906
Loss on early debt extinguishment	Loss on early debt extinguishment	—		4		Loss on early debt extinguishment	1,810		4

Non-cash foreign currency gain on debt	Non-cash foreign currency gain on debt	—		(15,777)		Non-cash foreign currency gain on debt	—		(1,930)
Non-cash equity based compensation expense	Non-cash equity based compensation expense	11,883		9,007		Non-cash equity based compensation expense	15,087		11,910
Non-cash deferred income tax benefit		(2,732)		(2,495)
Non-cash deferred income tax (benefit) expense						Non-cash deferred income tax (benefit) expense	(7,984)		7,779
Net effect of swaps	Net effect of swaps	(21,941)		(7,396)		Net effect of swaps	(25,641)		(10,582)
Non-cash gain on sale of land						Non-cash gain on sale of land	(159,405)		—
Other non-cash expenses	Other non-cash expenses	17,545		7,330		Other non-cash expenses	37,528		13,873
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
(Increase) decrease in receivables	(Increase) decrease in receivables	(39,442)		(17,723)		(Increase) decrease in receivables	(16,137)		(27,292)
(Increase) decrease in inventories	(Increase) decrease in inventories	(24,573)		677		(Increase) decrease in inventories	(17,766)		10,634
(Increase) decrease in tax receivable/accrual	(Increase) decrease in tax receivable/accrual	90,123		(19,785)		(Increase) decrease in tax receivable/accrual	133,503		9,908
(Increase) decrease in other assets	(Increase) decrease in other assets	(16,245)		(14,034)		(Increase) decrease in other assets	7,684		2,374
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	19,722		33,384		Increase (decrease) in accounts payable	2,616		31,313
Increase (decrease) in deferred revenue	Increase (decrease) in deferred revenue	109,627		97,157		Increase (decrease) in deferred revenue	(8,442)		16,631
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	(637)		617		Increase (decrease) in accrued interest	17,305		25,181
Increase (decrease) in accrued salaries, wages and benefits	Increase (decrease) in accrued salaries, wages and benefits	(23,428)		3,334		Increase (decrease) in accrued salaries, wages and benefits	3,084		38,659
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	5,447		6,560		Increase (decrease) in other liabilities	7,437		10,059
Net cash from (for) operating activities		146,248		(52,981)
CASH FLOWS FOR INVESTING ACTIVITIES
Net cash from operating activities						Net cash from operating activities	412,433		230,128
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES						CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(95,790)		(25,491)		Capital expenditures	(138,046)		(39,548)

Proceeds from sale of land						Proceeds from sale of land	310,000		—
Proceeds from sale of investment	Proceeds from sale of investment	—		1,405		Proceeds from sale of investment	—		1,405

Net cash for investing activities		(95,790)		(24,086)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans		90,000		—
Net cash from (for) investing activities						Net cash from (for) investing activities	171,954		(38,143)
CASH FLOWS FOR FINANCING ACTIVITIES						CASH FLOWS FOR FINANCING ACTIVITIES

Term debt payments	Term debt payments	(69,000)		—		Term debt payments	(264,250)		—

Repurchase of limited partnership units						Repurchase of limited partnership units	(63,933)		—
Distributions paid to partners						Distributions paid to partners	(17,130)		—
Payment of debt issuance costs	Payment of debt issuance costs	—		(77)		Payment of debt issuance costs	—		(132)
Payments related to tax withholding for equity compensation	Payments related to tax withholding for equity compensation	(5,126)		(4,507)		Payments related to tax withholding for equity compensation	(5,131)		(4,583)
Other	Other	(1,987)		(1,563)		Other	(1,990)		(1,371)
Net cash from (for) financing activities		13,887		(6,147)
Net cash for financing activities						Net cash for financing activities	(352,434)		(6,086)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(535)		(926)		EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(4,692)		26
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS					CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period		63,810		(84,140)
Net increase for the period						Net increase for the period	227,261		185,925
Balance, beginning of period	Balance, beginning of period	61,119		376,736		Balance, beginning of period	61,119		376,736
Balance, end of period	Balance, end of period	$	124,929	$	292,596	Balance, end of period	$	288,380	$	562,661
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION					SUPPLEMENTAL INFORMATION
Cash payments for interest expense		$	74,345	$	83,937
Net cash payments for interest expense						Net cash payments for interest expense	$	85,967	$	102,682
Interest capitalized	Interest capitalized	1,468		1,150		Interest capitalized	2,132		1,457
Net cash refunds for income taxes		(78,931)		(10)
Net cash (refunds) payments for income taxes						Net cash (refunds) payments for income taxes	(55,117)		5,578
Capital expenditures in accounts payable	Capital expenditures in accounts payable	14,715		8,302		Capital expenditures in accounts payable	12,016		6,560

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

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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, had a continuing negative impact in 2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted, including reduced operating days per week and operating hours within each operating day 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 U.S. properties for the 2021 operating season on a staggered basis with capacity restrictions, guest reservations, and other operating protocols in place. Our 2021 operating calendars were designed to align with anticipated capacity restrictions, guest demand and labor availability, including fewer operating days in July and August at some of our smaller properties and additional operating days in September 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, 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 protocols in place throughout 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. Furthermore, management has 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 depending on the ultimate extent of the effects of the COVID-19 pandemic.

Significant Accounting Policies

Except for the changes described below, our unaudited condensed consolidated financial statements 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, 2021, which were included in the Form 10-K filed on February 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.

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~~do not expect the ~~process of evaluating the~~standard to have a material effect ~~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 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. For those operating costs that are expensed over each park's operating season, we recognize expense over each park's planned operating days.

(3) Revenue Recognition:

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

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


		Three months ended				Six months ended					Three months ended				Nine months ended
(In thousands)	(In thousands)	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021		(In thousands)	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
In-park revenues	In-park revenues	$	466,987	$	190,666	$	552,523	$	190,666	In-park revenues	$	770,428	$	692,013	$	1,322,950	$	882,679
Out-of-park revenues	Out-of-park revenues	59,622		40,833		76,114		50,980		Out-of-park revenues	97,302		83,074		173,416		134,054
Concessionaire remittance	Concessionaire remittance	(17,118)		(7,362)		(20,311)		(7,767)		Concessionaire remittance	(24,667)		(21,683)		(44,977)		(29,450)
Net revenues	Net revenues	$	509,491	$	224,137	$	608,326	$	233,879	Net revenues	$	843,063	$	753,404	$	1,451,389	$	987,283

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

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

Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders received a full season of access to our parks. The extended validity of the 2020 season-long products resulted in a significant amount of revenue deferred from 2020 into 2021. 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 into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in 2021. The extension for the 2020 and 2021 season-long products at Knott's Berry Farm concluded ~~during the second quarter of 2022~~ and all related revenue had been ~~recognized. In~~recognized by the end of the second quarter of ~~2021,~~2022. Canada's Wonderland extended its 2020 and 2021 season-long products through September 5, 2022. All Canada's Wonderland 2020 and 2021 season-long product revenue ~~is expected to be~~had been recognized by the end of the third quarter of 2022. In order to calculate revenue

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~~third quarter of 2022. No other parks offered similar plans. As of June 27, 2021, we classified $5.8 million of deferred revenue as non-current due to the Canada's Wonderland extension.~~

~~In order to calculate revenue~~ recognized on 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, including during interim periods.

Of the $187.6 million of current deferred revenue recorded as of January 1, 2022, 91% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, prepaid games cards, advanced resort reservations, marina deposits and other deferred revenue. Approximately ~~$84~~$156 million of the current deferred revenue balance as of January 1, 2022 was recognized during the ~~six~~nine months ended ~~June 26,~~September 25, 2022.

Most deferred revenue is classified as current within the balance sheet. However, a portion of deferred revenue is typically classified as non-current during the third quarter related to season-long products sold in the current season for use in the subsequent season. Season-long products are typically sold beginning in August of the year preceding the operating season. Season-long products may subsequently be recognized 12 to 16 months after purchase depending on the date of sale. We estimate the number of uses expected outside of the next twelve months for each type of product and classify the related deferred revenue as non-current within "Other Liabilities" in the unaudited condensed consolidated balance sheets. As of ~~January 1,~~September 25, 2022 and ~~June~~September 26, ~~2022, we also had recorded $10.0~~2021, $8.5 million and ~~$8.7~~$13.9 million ~~respectively,~~ of the total non-current deferred revenue balance, respectively, represented redemptions expected to occur and be recognized outside of the twelve months following the end of each period. As of September 25, 2022 and September 26, 2021, we had recorded $16.8 million and $24.0 million of total non-current deferred revenue, respectively, which largely represented the non-current portion of season-long products purchased for the subsequent operating season and prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2027 following the sale of the land under California's Great America; see Note 114. Prior to the sale, the prepaid lease payments were 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 includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from 3three monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are 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 ~~June 26,~~September 25, 2022, December 31, 2021 and ~~June 27,~~September 26, 2021, we recorded a ~~$13.6~~$19.7 million, $5.7 million and ~~$10.8~~$14.4 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. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. Due to the effects of the COVID-19 pandemic and given the uncertainty around the timing of the reopening of our parks, we paused collections on our installment purchase plans in April 2020. For those parks which opened during the summer of 2020, we resumed collections of guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's Wonderland where we resumed collections in June 2021. All 2020 and 2021 installment plans had concluded as of December 31, 2021.

(4) Long-Lived Assets:

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in 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; 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 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.

~~As of~~On June ~~26,~~27, 2022, ~~we classified~~the Partnership sold the land at California's Great America ~~totaling $150.6~~for a cash purchase price of $310 million, ~~as held for~~subject to customary prorations, which resulted in a $155.3 million gain recorded, net of transaction costs, within "Gain on sale ~~within~~of assets" in the unaudited condensed consolidated ~~balance sheet. We completed a sale~~statement of operations and comprehensive income during the ~~land on June 27, 2022; see~~ ~~Note 11~~.third quarter of 2022. Concurrently with the sale, we entered into a lease contract that allows us to operate the park during a six-year term, ~~with an option to extend the term for an additional five years. Upon termination of the lease, we will remove the rides and attractions from the land.~~see below. As a result, ~~during the second quarter of 2022,~~ we changed the estimated useful lives of the remaining property and equipment at California's Great America to an approximate 5.5-year period, or through December 31, 2027. We expect this to result in an approximate $8 million increase in annual depreciation expense over the 5.5-year period. We may dispose of the remaining property and equipment at California's Great America significantly before the end of their previously estimated useful lives if the assets are not sold to a third party or transferred for an alternate use. As a result, we also tested the long-lived assets at California's Great America for impairment during the second quarter of 2022, which resulted in no impairment. The fair value of the long-lived assets was determined using a replacement cost approach.

We concluded no other indicators of impairment existed during the first ~~six~~nine months of 2022 and 2021, respectively. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

Under the lease contract entered into in connection with selling the land at California's Great America, we can continue to operate the park during a six-year term and have an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at least two years' prior notice. The annual base rent under the lease initially is $12.2 million and will increase by 2.5% each year. Upon termination of the lease, we will close existing park operations and remove the rides

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and attractions from the land. During the third quarter of 2022, we recognized an $82.8 million right-of-use asset and lease liability for the lease, which included $12.8 million of estimated costs to dismantle and remove rides and attractions upon termination of the lease. The discount rate used to determine the present value of the future lease payments was our incremental borrowing rate.

(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 second quarter of 2022, we concluded the useful life of the trade name, California's Great America, was no longer indefinite due to the anticipated sale of the land and the eventual disposal of the remaining assets; see Note 114. As a result, we tested the California's Great America trade name totaling $0.7 million for impairment during the second quarter of 2022 resulting in no impairment charges. The fair value of the trade name was calculated using a relief-from-royalty model. We ~~began~~are amortizing the trade name over an approximate 5.5-year period, or through December 31, ~~2027, during the second quarter of 2022.~~2027.

Changes in the carrying value of goodwill for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 and ~~June 27,~~September 26, 2021 were:


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

Foreign currency translation	~~(1,244)~~(4,138)
Balance as of ~~June 26,~~September 25, 2022	$	~~265,988~~263,094

Balance as of December 31, 2020	$	266,961

Foreign currency translation	~~2,232~~255
Balance as of ~~June 27,~~September 26, 2021	$	~~269,193~~267,216

As of ~~June 26,~~September 25, 2022, December 31, 2021, and ~~June 27,~~September 26, 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
June 26, 2022
September 25, 2022								September 25, 2022
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,238	$	—	$	49,238	Trade names	$	48,594	$	(38)	$	48,556
License / franchise agreements	License / franchise agreements	4,295		(3,831)		464		License / franchise agreements	4,293		(3,870)		423
Total other intangible assets	Total other intangible assets	$	53,533	$	(3,831)	$	49,702	Total other intangible assets	$	52,887	$	(3,908)	$	48,979

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

June 27, 2021
September 26, 2021								September 26, 2021
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,951	$	—	$	49,951	Trade names	$	49,511	$	—	$	49,511
License / franchise agreements	License / franchise agreements	4,263		(3,463)		800		License / franchise agreements	4,262		(3,646)		616
Total other intangible assets	Total other intangible assets	$	54,214	$	(3,463)	$	50,751	Total other intangible assets	$	53,773	$	(3,646)	$	50,127

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(6) Long-Term Debt:

Long-term debt as of ~~June 26,~~September 25, 2022, December 31, 2021, and ~~June 27,~~September 26, 2021 consisted of the following:


(In thousands)	(In thousands)	June 26, 2022		December 31, 2021		June 27, 2021		(In thousands)	September 25, 2022		December 31, 2021		September 26, 2021

Revolving credit facility		$	90,000	$	—	$	—
U.S. term loan averaging 2.19% YTD 2022; 1.85% in 2021; 1.87% YTD 2021 (1)		195,250		264,250		264,250

U.S. term loan averaging 2.56% YTD 2022, 1.85% in 2021; 1.86% YTD 2021 (1)								U.S. term loan averaging 2.56% YTD 2022, 1.85% in 2021; 1.86% YTD 2021 (1)	$	—	$	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		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		1,000,000		2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000
2027 U.S. fixed rate senior unsecured notes at 5.375%	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		300,000		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
		2,585,250		2,564,250		3,014,250			2,300,000		2,564,250		3,014,250
Less current portion	Less current portion	—		—		—		Less current portion	—		—		—
		2,585,250		2,564,250		3,014,250			2,300,000		2,564,250		3,014,250
Less debt issuance costs and original issue discount	Less debt issuance costs and original issue discount	(39,216)		(45,314)		(53,535)		Less debt issuance costs and original issue discount	(34,510)		(45,314)		(50,207)
		$	2,546,034	$	2,518,936	$	2,960,715		$	2,265,490	$	2,518,936	$	2,964,043

(1) The average interest rates do not reflect the effect of interest rate swap agreements (see Note 7). The 2022 year-to-date interest rate reflects borrowings prior to full repayment of the term loan facility during the third quarter of 2022.

Term Debt and Revolving Credit Facilities

In April 2017, we amended and restated our credit agreement (the "2017 Credit Agreement") which includes our senior secured revolving credit facility and which included a senior secured term loan ~~facility and senior secured revolving credit~~ facility. ~~The $750~~We made the remaining $264.3 million of principal payments on the senior secured term loan facility ~~under~~during 2022, and the ~~2017 Credit Agreement matures~~term loan facility was repaid in full with final payments that we made during the third quarter of 2022. As a result, we recognized a $1.8 million loss on early debt extinguishment during the third quarter of 2022, inclusive of the write-off of debt issuance costs and original issue discount. Prior to repayment, the term loan facility was scheduled to mature on April 15, 2024 and ~~following an amendment in March 2018, bears~~bore 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 remaining scheduled quarterly payments required on our senior secured term loan facility. During the second quarter of 2022, we made a $69.0 million payment on our outstanding senior secured term loan facility which was required pursuant to certain loan covenants. In September 2020, in response to the continuing effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (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 larger sale and leaseback transactions. The facilities provided under the 2017 Credit Agreement, as amended, are collateralized by substantially all of the assets of the Partnership.

As of ~~June 26,~~September 25, 2022, our total senior secured revolving credit facility capacity under the 2017 Credit Agreement, as amended, was $300 million with a Canadian sub-limit of $15 million. The senior secured revolving credit facility bears interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps, requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the revolving credit facility, in each case without any step-downs, is collateralized by substantially all of the assets of the Partnership and matures in December 2023. In April 2022, $75 million of the senior secured revolving credit facility capacity under the 2017 Credit Agreement matured, and the outstanding borrowings were repaid. While such $75 million of senior secured revolving credit facility capacity was available, borrowings under this portion of the revolver capacity bore interest at LIBOR plus 300 bps or CDOR plus 200 bps, and the unused portion of this revolving credit facility capacity required the payment of a 37.5 bps commitment fee per annum. The maximum outstanding revolving credit facility balance during the first nine months of 2022 was $185.0 million, and there were no amounts outstanding under the revolving credit facility as of September 25, 2022. The 2017 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit. After ~~outstanding borrowings of $90.0 million and~~ letters of credit of ~~$15.8~~$19.9 million, we had ~~$194.2~~$280.1 million of ~~available borrowings~~availability under our revolving credit facility as of ~~June 26,~~September 25, 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 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. 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 paid interest semi-annually in June and December, with the principal due in full on June 1, 2024. On December 17, 2021, we redeemed all of the 2024 senior notes at 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 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.

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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 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. 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.

In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes"). The net proceeds from the offering of the 2028 senior notes were for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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

Covenants

The 2017 Credit Agreement, as amended, includes a Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA, 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. 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. We were in compliance with the applicable financial covenants under our credit agreement during the ~~six~~nine months ended ~~June 26,~~September 25, 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 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 5.25x, we can still make Restricted Payments of $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 5.25x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was less than 5.25x as of ~~June 26,~~September 25, 2022.

(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~~As of December 31, 2021 and September 26, 2021, we had four interest rate swap agreements with a notional value of $500 million that ~~convert~~converted one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This ~~results~~resulted in a 4.63% fixed interest rate for borrowings under our then-outstanding senior secured term loan facility after the impact of interest rate swap agreements. ~~NaN~~None of the interest rate swap agreements ~~are~~were designated as hedging instruments. We terminated our interest rate swap agreements during the third quarter of 2022 following the full repayment of our senior secured term loan facility, resulting in a $5.3 million cash receipt, net of fees. The fair value of our swap portfolio, including the location within the unaudited condensed consolidated balance sheets, for the periods presented were as follows:

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(In thousands)

Balance Sheet Location

June 26, 2022

December 31, 2021

June 27, 2021

(In thousands)

Balance Sheet Location

September 25, 2022

December 31, 2021

September 26, 2021

Derivatives not designated as hedging instruments:

Interest Rate Swaps

Other Assets
(Derivative Liability)

1,855

(20,086)

(31,690)

Interest Rate Swaps

Derivative Liability

—

(20,086)

(28,504)

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 income (loss).

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(8) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of ~~June 26,~~September 25, 2022, December 31, 2021, and ~~June 27,~~September 26, 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	June 26, 2022				December 31, 2021				June 27, 2021				(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	September 25, 2022				December 31, 2021				September 26, 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	$	333	$	333	$	478	$	478	$	361	$	361	Short-term investments	Other current assets	Level 1	$	279	$	279	$	478	$	478	$	561	$	561
Interest rate swaps	Interest rate swaps	Other Assets (Derivative Liability)	Level 2	$	1,855	$	1,855	$	(20,086)	$	(20,086)	$	(31,690)	$	(31,690)	Interest rate swaps	Derivative Liability	Level 2	—		—		$	(20,086)	$	(20,086)	$	(28,504)	$	(28,504)
Other financial assets (liabilities):	Other financial assets (liabilities):															Other financial assets (liabilities):
Term debt	Term debt	Long-Term Debt (1)	Level 2	$	(195,250)	$	(187,928)	$	(264,250)	$	(257,644)	$	(264,250)	$	(258,965)	Term debt	Long-Term Debt (1)	Level 2	—		—		$	(264,250)	$	(257,644)	$	(264,250)	$	(258,965)
2024 senior notes	2024 senior notes	Long-Term Debt (1)	Level 1	—		—		—		—		$	(450,000)	$	(453,938)	2024 senior notes	Long-Term Debt (1)	Level 1	—		—		—		—		$	(450,000)	$	(454,500)
2025 senior notes	2025 senior notes	Long-Term Debt (1)	Level 2	$	(1,000,000)	$	(975,000)	$	(1,000,000)	$	(1,035,000)	$	(1,000,000)	$	(1,041,250)	2025 senior notes	Long-Term Debt (1)	Level 2	$	(1,000,000)	$	(975,000)	$	(1,000,000)	$	(1,035,000)	$	(1,000,000)	$	(1,040,000)
2027 senior notes	2027 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(467,500)	$	(500,000)	$	(513,750)	$	(500,000)	$	(516,250)	2027 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(460,000)	$	(500,000)	$	(513,750)	$	(500,000)	$	(514,375)
2028 senior notes	2028 senior notes	Long-Term Debt (1)	Level 1	$	(300,000)	$	(288,000)	$	(300,000)	$	(319,125)	$	(300,000)	$	(324,000)	2028 senior notes	Long-Term Debt (1)	Level 1	$	(300,000)	$	(283,500)	$	(300,000)	$	(319,125)	$	(300,000)	$	(322,500)
2029 senior notes	2029 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(446,250)	$	(500,000)	$	(513,750)	$	(500,000)	$	(515,000)	2029 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(441,250)	$	(500,000)	$	(513,750)	$	(500,000)	$	(512,500)

(1)Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of ~~$39.2~~$34.5 million, $45.3 million and ~~$53.5~~$50.2 million as of ~~June 26,~~September 25, 2022, December 31, 2021 and ~~June 27,~~September 26, 2021, respectively.

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.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of ~~June 26,~~September 25, 2022, December 31, 2021 or ~~June 27,~~September 26, 2021.

(9) Income (Loss) per Unit:

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


		Three months ended				Six months ended					Three months ended				Nine months ended
(In thousands, except per unit amounts)	(In thousands, except per unit amounts)	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021		(In thousands, except per unit amounts)	September 25, 2022		September 26, 2021		September 25, 2022		September 26, 2021
Basic weighted average units outstanding	Basic weighted average units outstanding	56,760		56,622		56,720		56,588		Basic weighted average units outstanding	56,384		56,628		56,606		56,601
Effect of dilutive units:	Effect of dilutive units:									Effect of dilutive units:
Deferred units	Deferred units	56		—		—		—		Deferred units	57		46		57		—

Performance units										Performance units	—		92		29		—
Restricted units	Restricted units	288		—		—		—		Restricted units	343		217		340		—
Unit options	Unit options	23		—		—		—		Unit options	12		26		23		—

Diluted weighted average units outstanding	Diluted weighted average units outstanding	57,127		56,622		56,720		56,588		Diluted weighted average units outstanding	56,796		57,009		57,055		56,601
Net income (loss) per unit - basic	Net income (loss) per unit - basic	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)	Net income (loss) per unit - basic	$	5.91	$	2.61	$	5.22	$	(0.38)
Net income (loss) per unit - diluted	Net income (loss) per unit - diluted	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)	Net income (loss) per unit - diluted	$	5.86	$	2.60	$	5.18	$	(0.38)

There were approximately ~~0.4~~0.7 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the ~~three months~~nine month period ended ~~June 27,~~September 26, 2021, as their effect would have been anti-dilutive due to the net loss in the period. There were approximately 0.5 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for both of the six month periods ended June 26, 2022 and June 27, 2021, as their effect would have been anti-dilutive due to the net loss in each period.

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(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.

During the second quarter of 2022, we received $77.1 million in tax refunds attributable to the net operating loss in tax year 2020 being carried back to prior years in the United States. We received $11.1 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 refunds were recorded as a receivable as of December 31, 2021 in "Current income tax receivable" within the consolidated balance sheet.

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. The current portion was recorded in "Accrued salaries, wages and benefits" and the non-current portion as of ~~June 27,~~September 26, 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.

(11) ~~Subsequent Events:~~

At the beginning of the third quarter of 2022, on June 27, 2022, the Partnership sold the land at California's Great America for a cash purchase price of $310 million, subject to customary prorations. Concurrently with the sale of the land, we entered into a lease contract for the land that allows us to operate the park during a six year term with an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at least two years' prior notice. The annual base rent under the lease will initially be $12.2 million and will increase by 2.5% each year. Upon termination of the lease, we will close existing park operations and remove the rides and attractions from the land.

Partners' Equity:

On August 3, 2022, we announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to repurchase units for an aggregate purchase price of not more than $250 million. The unit repurchase program ~~will be~~is subject to Rule 10b-18 of the Securities Exchange Act of 1934. Subject to applicable rules and regulations, we may repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases ~~will be~~are based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations. No limit was placed on the duration of the repurchase program. The unit repurchase program does not obligate the Partnership to repurchase any minimum dollar amount or specific number of units, and the program may be modified, suspended, or discontinued at any time.

There were 1.5 million limited partnership units repurchased during the three and nine months ended September 25, 2022 at an average price of $43.30 per limited partner unit for an aggregate amount of $66.0 million. There was $184.0 million of remaining availability under the repurchase program as of September 25, 2022. There were no unit repurchases in 2021.

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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 and advertising, 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, Senior Vice Presidents and the general managers.

Impact of COVID-19 Pandemic

~~During the second quarter of 2022, all~~All of our properties ~~had~~ opened for the 2022 operating season without restrictions as planned. We currently anticipate maintaining full park operating calendars for the remainder of the 2022 operating ~~season at all of our parks.~~season. However, we have 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. Our future operations are dependent on factors outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.

Critical Accounting Policies:

Management’s 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 ~~second~~third quarter of 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, 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 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 income (loss) for the three- and six-month periods ended June 26, 2022, June 27, 2021 and June 30, 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 Six months ended
(In thousands) June 26, 2022 June 27, 2021 June 30, 2019 June 26, 2022 June 27, 2021 June 30, 2019
Net income (loss) $ 50,772 $ (58,870) $ 63,298 $ (37,737) $ (169,286) $ (20,375)
Interest expense 40,214 46,005 22,927 78,337 90,101 43,847
Interest income (509) (18) (81) (551) (31) (314)
Provision (benefit) for taxes 19,373 (10,608) 14,676 223 (26,905) (5,309)
Depreciation and amortization 49,037 33,992 55,904 58,636 35,445 69,493
EBITDA 158,887 10,501 156,724 98,908 (70,676) 87,342
Loss on early debt extinguishment — — — — 4 —
Net effect of swaps (7,739) (3,834) 10,779 (21,941) (7,396) 17,158
Non-cash foreign currency loss (gain) 9,834 (11,018) (9,481) 9,848 (16,822) (18,145)
Non-cash equity compensation expense 8,225 3,638 3,287 11,883 9,007 5,830
Loss on impairment / retirement of fixed assets, net 1,199 1,937 682 2,747 3,476 2,106
Gain on sale of investment — — — — (2) (617)
Acquisition-related costs — — 946 — — 946
Other (1)
147 496 124 692 507 283
Adjusted EBITDA $ 170,553 $ 1,720 $ 163,061 $ 102,137 $ (81,902) $ 94,903

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

Results of Operations:

We believe the following are key operational measures in our managerial and operational ~~reporting, and they~~reporting. They are used as major factors in significant operational decisions as they are primary drivers of our financial and operational ~~performance:~~performance, measuring demand, pricing and consumer behavior:

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 parking revenues (in-park revenues), divided by total attendance.

Out-of-park revenues are defined as revenues from resorts, out-of-park food and retail locations, online transaction fees charged to customers, sponsorships 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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~~Six~~Nine months ended ~~June 26,~~September 25, 2022 vs. ~~Six~~Nine months ended ~~June 27,~~September 26, 2021

Due to the effects of the COVID-19 pandemic, the results for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 were not directly comparable with the results for the ~~six~~nine months ended ~~June 27,~~September 26, 2021. The current ~~six-month~~nine-month period included ~~838~~1,926 operating days compared with ~~393~~1,381 operating days for the ~~six-month~~nine-month period ended ~~June 27,~~September 26, 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, when all of our properties opened on a staggered basis except our Canadian property, Canada's ~~Wonderland.~~Wonderland, which opened in July 2021. Upon opening in 2021, park operating calendars were reduced, guest reservations were required and some operating restrictions were in place. We removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. Operating restrictions remained in place at our Canadian property throughout the third quarter of 2021. We adjusted our 2021 operating calendars to reflect anticipated changes in guest demand, labor availability and state and local restrictions by including fewer operating days in July and August at some of our smaller properties and by including additional operating days in September. The 2021 period also included the results from limited out-of-park attractions prior to the May 2021 opening of our parks. Limited out-of-park attractions included some of our hotel properties and a culinary festival at Knott's Berry Farm from March 5, 2021 through May 2, 2021.

The following table presents key financial information for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 and ~~June 27,~~September 26, 2021:


		Six months ended				Increase (Decrease)					Nine months ended				Increase (Decrease)
		June 26, 2022		June 27, 2021		$		%			September 25, 2022		September 26, 2021		$		%
		(Amounts in thousands, except per capita and operating days)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	608,326	$	233,879	$	374,447	160.1	%	Net revenues	$	1,451,389	$	987,283	$	464,106	47.0	%
Operating costs and expenses	Operating costs and expenses	518,644		325,451		193,193		59.4	%	Operating costs and expenses	1,003,317		749,242		254,075		33.9	%
Depreciation and amortization	Depreciation and amortization	58,636		35,445		23,191		65.4	%	Depreciation and amortization	126,441		112,906		13,535		12.0	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	2,747		3,476		(729)		N/M		Loss on impairment / retirement of fixed assets, net	6,379		5,873		506		N/M

Gain on sale of investment		—		(2)		2		N/M
Operating income (loss)		$	28,299	$	(130,491)	$	158,790	121.7	%
Gain on sale of assets										Gain on sale of assets	(155,251)		(2)		(155,249)		N/M
Operating income										Operating income	$	470,503	$	119,264	$	351,239	294.5	%

Other Data:	Other Data:									Other Data:
Adjusted EBITDA (1)		$	102,137	$	(81,902)	$	184,039	224.7	%

Attendance	Attendance	9,299		3,409		5,890		172.8	%	Attendance	21,603		14,178		7,425		52.4	%
In-park per capita spending	In-park per capita spending	$	59.42	55.94		$	3.48	6.2	%	In-park per capita spending	$	61.24	62.26		$	(1.02)	(1.6)	%
Out-of-park revenues	Out-of-park revenues	$	76,114	$	50,980	$	25,134	49.3	%	Out-of-park revenues	$	173,416	$	134,054	$	39,362	29.4	%
Operating days	Operating days	838		393		445		113.2	%	Operating days	1,926		1,381		545		39.5	%

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

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

For the ~~six~~nine months ended ~~June 26,~~September 25, 2022, net revenues totaled ~~$608.3 million~~$1.5 billion compared with ~~$233.9~~$987.3 million for the ~~six~~nine months ended ~~June 27,~~September 26, 2021. The increase in net revenues was attributable to a ~~445~~545 operating day increase in the current period resulting in a ~~5.9~~7.4 million-visit increase in attendance and a ~~$25.1~~$39.4 million increase in out-of-park revenues. In-park per capita spending for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 ~~increased 6.2%~~decreased 1.6% to ~~$59.42,~~$61.24, which ~~represented higher~~was largely due to lower levels of guest spending in ~~admissions~~extra-charge products driven by lower sales volume. While the majority of the increase in out-of-park revenues was attributable to the 545 operating day increase in the current period, out-of-park revenues also increased due to the reopening of Castaway Bay Resort and ~~food and beverage.~~Sawmill Creek Resort at Cedar Point following temporary closures for renovations, offset somewhat by the prior period culinary festival at Knott's Berry Farm. The increase in net revenues included a ~~$1.1~~$3.9 million unfavorable impact of foreign currency exchange rates at our Canadian park.

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Operating costs and expenses for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 increased to ~~$518.6 million~~$1.0 billion from ~~$325.5~~$749.2 million for the ~~six~~nine months ended ~~June 27,~~September 26, 2021. This was the result of a ~~$34.1~~$47.6 million increase in cost of goods sold, a ~~$130.2~~$180.2 million increase in operating expenses and a ~~$29.0~~$26.3 million increase in SG&A expense, all of which were largely the result of the ~~445~~545 operating day increase in the current period. The majority of the ~~$130.2~~$180.2 million increase in operating expenses was attributable to the increase in operating days. Additionally, the increase in operating expenses was due to an increase in full-time wages primarily related to a planned increase in head count at select parks, ~~and~~ an increase in ~~seasonal~~the maintenance labor ~~rate.~~rate, and incremental land lease and property tax costs associated with the sale-leaseback of the land at California's Great America. The increase in operating costs and expenses included a ~~$0.8~~$1.8 million favorable impact of foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 increased ~~$23.2~~$13.5 million compared with the ~~six~~nine months ended ~~June 27,~~September 26, 2021 due primarily to recent capital expenditures and the ~~445 operating day increase in~~reduction of the ~~current period. We recognize depreciation expense over planned operating days for~~estimated useful lives of the ~~majority~~long-lived assets at California's Great America following the sale-leaseback of ~~our assets.~~the land at California's Great America. The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.

After a $155.3 million gain on the sale of the land at California's Great America during the third quarter of 2022 and the items above, operating income for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 totaled ~~$28.3~~$470.5 million compared with ~~an operating loss of $130.5~~$119.3 million for the ~~six~~nine months ended ~~June 27,~~September 26, 2021.

Interest expense for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 decreased ~~$11.8~~$21.0 million primarily due to the redemption of the 2024 senior notes in December 2021. The net effect of our swaps resulted in a benefit to earnings of ~~$21.9~~$25.6 million for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 compared with a ~~$7.4~~$10.6 million benefit to earnings for the ~~six~~nine months ended ~~June 27,~~September 26, 2021. The difference was attributable to the change in fair value of our swap portfolio. We terminated our interest rate swap agreements during the third quarter of 2022 following the full repayment of our senior secured term loan facility resulting in a $5.3 million cash receipt, net of fees. In addition, we recognized a $1.8 million loss on early debt extinguishment upon full repayment of our senior secured term debt facility during the third quarter of 2022. During the current period, we also recognized a ~~$9.9~~$24.2 million net charge to earnings for foreign currency gains and losses compared with a ~~$16.9~~$1.7 million net benefit for the ~~six~~nine months ended

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~~June 27,~~ September 26, 2021. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

During the ~~six~~nine months ended ~~June 26,~~September 25, 2022, a provision for taxes of ~~$0.2~~$61.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with ~~a benefit for taxes of $26.9~~$16.9 million for the ~~six~~nine months ended ~~June 27,~~September 26, 2021. The ~~difference~~increase in provision for taxes was primarily attributable to ~~a lower~~higher pretax ~~loss~~income from our taxable subsidiaries in the current period.

After the items above, net ~~loss~~income for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 totaled ~~$37.7~~$295.3 million, or ~~$0.67~~$5.18 per diluted limited partner unit, compared with a net loss of ~~$169.3~~$21.3 million, or ~~$2.99~~$0.38 per diluted limited partner unit, for the ~~six~~nine months ended ~~June 27,~~September 26, 2021.

~~For the six~~

Nine months ended ~~June 26,~~September 25, 2022 ~~Adjusted EBITDA totaled $102.1 million compared with an Adjusted EBITDA loss of $81.9 million for the six~~vs. Nine months ended June 27, 2021. The increase in Adjusted EBITDA was primarily due to the 445 operating day increase in the current period and the related improvement in attendance, in-park per capita spending and out-of-park revenues offset somewhat by an increase in related expenses incurred, particularly for labor and cost of goods sold.

~~Six months ended June 26, 2022 vs. Six months ended June 30,~~September 29, 2019

As described above, the results for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 were not directly comparable with the results for the ~~six~~nine months ended ~~June 27,~~September 26, 2021 due to the effects of the COVID-19 pandemic. Therefore, we included a comparison of our current period results with the ~~six~~nine months ended ~~June 30,~~September 29, 2019. While the 2019 results are more comparable to our 2022 results, the 2022 results are also not directly comparable with the 2019 results due to the acquisition of Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston ("Schlitterbahn parks") on July 1, ~~2019 and a four day natural calendar shift following three years of passed time.~~2019. The current ~~six-month~~nine-month period included ~~838~~1,926 operating days compared with a total of ~~827~~1,862 operating days for the ~~six-month~~nine-month period ended ~~June 30,~~September 29, 2019. ~~Of the 838 current period~~There were 98 incremental operating days ~~105 operating days were~~ at the Schlitterbahn ~~parks.~~parks in the current period compared with the corresponding 2019 period. Excluding the Schlitterbahn parks, operating days for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 decreased 9434 operating days compared with the ~~six~~nine months ended ~~June 30,~~September 29, 2019 due to ~~the four day calendar shift and~~ a planned reduction of early-season operating days at some of our ~~properties.~~properties in the current period.

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The following table presents key financial information for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 and ~~June 30,~~September 29, 2019:


		Six months ended				Increase (Decrease)					Nine months ended				Increase (Decrease)
		June 26, 2022		June 30, 2019		$		%			September 25, 2022		September 29, 2019		$		%
		(Amounts in thousands, except per capita and operating days)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	608,326	$	503,167	$	105,159	20.9	%	Net revenues	$	1,451,389	$	1,217,679	$	233,710	19.2	%
Operating costs and expenses	Operating costs and expenses	518,644		414,880		103,764		25.0	%	Operating costs and expenses	1,003,317		784,060		219,257		28.0	%
Depreciation and amortization	Depreciation and amortization	58,636		69,493		(10,857)		(15.6)	%	Depreciation and amortization	126,441		137,828		(11,387)		(8.3)	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	2,747		2,106		641		N/M		Loss on impairment / retirement of fixed assets, net	6,379		3,781		2,598		N/M

Gain on sale of investment		—		(617)		617		N/M
Gain on sale of assets										Gain on sale of assets	(155,251)		(617)		(154,634)		N/M
Operating income	Operating income	$	28,299	$	17,305	$	10,994	63.5	%	Operating income	$	470,503	$	292,627	$	177,876	60.8	%

Other Data:	Other Data:									Other Data:
Adjusted EBITDA (1)		$	102,137	$	94,903	$	7,234	7.6	%

Attendance	Attendance	9,299		9,675		(376)		(3.9)	%	Attendance	21,603		22,864		(1,261)		(5.5)	%
In-park per capita spending ~~(2)~~(1)	In-park per capita spending ~~(2)~~(1)	$	59.42	$	47.09	$	12.33	26.2	%	In-park per capita spending ~~(2)~~(1)	$	61.24	$	48.73	$	12.51	25.7	%
Out-of-park revenues ~~(2)~~(1)	Out-of-park revenues ~~(2)~~(1)	$	76,114	$	64,105	$	12,009	18.7	%	Out-of-park revenues ~~(2)~~(1)	$	173,416	$	140,452	$	32,964	23.5	%
Operating days	Operating days	838		827		11		1.3	%	Operating days	1,926		1,862		64		3.4	%

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

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

~~(2)~~ Net revenues as disclosed within the statements of operations and comprehensive income (loss) consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements. In-park per capita spending is calculated as in-park revenues divided by total attendance. In-park revenues and concessionaire remittance totaled ~~$455.6 million~~$1.1 billion and ~~$16.5~~$37.0 million, respectively, for the ~~six~~nine months ended ~~June 30,~~September 29, 2019.

For the ~~six~~nine months ended ~~June 26,~~September 25, 2022, net revenues totaled ~~$608.3 million~~$1.5 billion compared with ~~$503.2 million~~$1.2 billion for the ~~six~~nine months ended ~~June 30,~~September 29, 2019. The increase in net revenues reflected the impact of a 26% increase in in-park per capita spending to ~~$59.42 for the six months ended June 26, 2022,~~$61.24, and a ~~19%~~23%, or ~~$12.0~~$33.0 million, increase in out-of-park ~~revenues, and the inclusion of the results of the Schlitterbahn parks.~~revenues. These increases were offset by the impact of a 4%6%, or ~~0.4~~1.3 million-visit decline in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories,

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particularly admissions, food and beverage and extra-charge spending. The increase in food and beverage and extra-charge spending ~~and~~ was driven by both increased pricing and increased ~~transactions.~~sales volume. The increase in out-of-park revenues was attributable to increased online transaction fees charged to customers, higher revenues at our Cedar Point resort properties, higher sales at Knott's Berry Farm's Marketplace, as well as revenues from the Resort at Schlitterbahn New Braunfels which was acquired in July 2019. The decline in attendance was driven by ~~94 fewer operating days at our legacy parks (excluding the Schlitterbahn parks),~~ an expected slower recovery in group sales attendance, ~~and~~ the planned reduction of low-value ticket ~~programs.~~programs, and an overall decline in single-day attendance. The increase in net revenues included a $3.6 million favorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 increased ~~$103.8~~$219.3 million compared with the ~~six~~nine months ended ~~June 30,~~September 29, 2019. This was the result of a ~~$12.5~~$27.1 million increase in cost of goods sold, a ~~$76.3~~$172.1 million increase in operating expenses and a ~~$14.9~~$20.0 million increase in SG&A expense. Cost of goods sold as a percentage of food, merchandise and games revenue increased 1%0.8%. The increase in operating expenses was attributable to a significant increase in seasonal labor rate, higher full-time wages primarily related to a planned increase in head count at select parks, ~~an increase in seasonal labor rate,~~ higher related employee benefits, ~~and~~ the inclusion of the results of the Schlitterbahn ~~parks.~~parks, and higher costs for supplies. The increase in SG&A expense was largely due to an increase in full-time wages, including an increase in accrued bonus and equity-based compensation plan ~~expense due to improved company performance,~~expenses, as well as an increase in transaction ~~fees.~~fees and IT-related costs. These increases in SG&A expense were offset by a decline in advertising costs driven by a more efficient marketing program. The increase in operating costs and expenses included a $2.0 million unfavorable impact of foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 decreased ~~$10.9~~$11.4 million compared with the ~~six~~nine months ended ~~June 30,~~September 29, 2019 due primarily to the prior period change in estimated useful ~~lives~~life of a long-lived asset at Kings Dominion, as well as the full depreciation of 15-year useful lived property and ~~a long-lived asset at California's Great America in 2019.~~equipment from our 2006 acquisition. The loss on impairment / retirement of fixed assets for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 and ~~June 30,~~September 29, 2019 included retirements of assets in the normal course of business.

After a $155.3 million gain on the sale of the land at California's Great America during the third quarter of 2022 and the items above, operating income for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 totaled ~~$28.3~~$470.5 million compared with ~~$17.3~~$292.6 million for the ~~six~~nine months ended ~~June 30,~~September 29, 2019.

Interest expense for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 increased ~~$34.5~~$43.6 million compared with the ~~six~~nine months ended ~~June 30,~~September 29, 2019 due to interest incurred on the 2025 senior notes, 2028 senior notes and 2029 senior notes offset in part by the impact of the redemption of the 2024 senior notes in December ~~2021.~~2021 and the prepayment of term debt in 2020. The 2025

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senior notes and the 2028 senior notes were issued in 2020 ~~as a result~~to supplement liquidity in response to the impacts of the COVID-19 pandemic, and the 2029 senior notes were issued at the end of the second quarter of 2019 in coordination with the acquisition of the Schlitterbahn parks. The net effect of our swaps resulted in a benefit to earnings of ~~$21.9~~$25.6 million for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 compared with a ~~$17.2~~$21.1 million charge to earnings for the ~~six~~nine months ended ~~June 30,~~September 29, 2019. The difference was attributable to the change in fair value of our swap portfolio. We terminated our interest rate swap agreements during the third quarter of 2022 following the full repayment of our senior secured term loan facility resulting in a $5.3 million cash receipt, net of fees. In addition, we recognized a $1.8 million loss on early debt extinguishment upon full repayment of our senior secured term debt facility during the third quarter of 2022. During the current period, we also recognized a ~~$9.9~~$24.2 million net charge to earnings for foreign currency gains and losses compared with ~~an $18.1~~a $12.5 million net benefit for the ~~six~~nine months ended ~~June 30,~~September 29, 2019. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

During the ~~six~~nine months ended ~~June 26,~~September 25, 2022, a provision for taxes of ~~$0.2~~$61.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with ~~a benefit for taxes of $5.3~~$43.5 million for the ~~six~~nine months ended ~~June 30,~~September 29, 2019. The ~~variance~~increase in provision for taxes was primarily attributable to ~~a decrease~~an increase in ~~the~~ pretax ~~loss~~income from our taxable subsidiaries.

After the items above, net ~~loss~~income for the ~~six~~nine months ended ~~June 26,~~September 25, 2022 totaled ~~$37.7~~$295.3 million, or ~~$0.67~~$5.18 per diluted limited partner unit, compared with ~~a net loss of $20.4~~$169.6 million, or ~~$0.36~~$2.98 per diluted limited partner unit, for the ~~six~~nine months ended ~~June~~September 29, 2019.

Three months ended September 25, 2022 vs. Three months ended September 26, 2021

The current three-month period included 1,088 operating days compared with 988 operating days for the three-month period ended September 26, 2021. There were negative effects of the COVID-19 pandemic in the prior period. All of our properties were open during the third quarter of 2021, and we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. However, operating restrictions remained in place at our Canadian property throughout the third quarter of 2021. We also adjusted our third quarter 2021 operating calendars to reflect anticipated changes in guest demand, labor availability and state and local restrictions by including fewer operating days in July and August at some of our smaller properties and by including additional operating days in September.

The following table presents key financial information for the three months ended September 25, 2022 and September 26, 2021:


	Three months ended				Increase (Decrease)
	September 25, 2022		September 26, 2021		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	843,063	$	753,404	$	89,659	11.9	%
Operating costs and expenses	484,673		423,791		60,882		14.4	%
Depreciation and amortization	67,805		77,461		(9,656)		(12.5)	%
Loss on impairment / retirement of fixed assets, net	3,632		2,397		1,235		N/M

Gain on sale of assets	(155,251)		—		(155,251)		N/M
Operating income	$	442,204	$	249,755	$	192,449	77.1	%

Other Data:


Attendance	12,304		10,769		1,535		14.3	%
In-park per capita spending	$	62.62	64.26		$	(1.64)	(2.6)	%
Out-of-park revenues	$	97,302	$	83,074	$	14,228	17.1	%
Operating days	1,088		988		100		10.1	%

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

For the three months ended September 25, 2022, net revenues totaled $843.1 million compared with $753.4 million for the three months ended September 26, 2021. The increase in net revenues was attributable to prior period operating restrictions at Canada's Wonderland and a 100 operating day increase in the current period resulting in a 1.5 million-visit increase in attendance. In-park per capita spending for the three months ended September 25, 2022 decreased 2.6% to $62.62, which was largely due to lower levels of guest spending in extra-charge products attributable to lower sales volume and guest spending in admissions driven by a higher season pass mix. Out-of-park revenues increased $14.2 million mostly due to the reopening of Castaway Bay Resort and Sawmill Creek Resort at Cedar Point following temporary closures for renovations. The increase in net revenues included a $3.2 million unfavorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the three months ended September 25, 2022 increased to $484.7 million from $423.8 million for the three months ended September 26, 2021. This was the result of a $13.6 million increase in cost of goods sold, a $50.0 million increase in operating expenses and a $2.7 million decrease in SG&A expense. Cost of goods sold as a percentage of

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food, merchandise and games revenue increased 1.5%. The majority of the increase in operating expenses was the result of prior period operating restrictions and the 100 operating day increase in the current period. Additionally, the increase in operating expenses was due to an increase in full-time wages primarily related to a planned increase in head count at select parks, an increase in the maintenance labor rate, and incremental land lease and property tax costs associated with the sale-leaseback of the land at California's Great America. The decrease in SG&A expense was attributable to a decrease in accrued bonus compensation plan expense driven by company performance expectations offset by an increase in transaction fees driven by higher online sales. The increase in operating costs and expenses included a $1.2 million favorable impact of foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the three months ended September 25, 2022 decreased $9.7 million compared with the three months ended September 26, 2021 due to a lower percentage of total planned operating days in the third quarter of 2022 compared with the percentage of total planned operating days in the third quarter of 2021, somewhat offset by the reduction of the estimated useful lives of the long-lived assets at California's Great America following the sale-leaseback of the land at California's Great America. We recognize depreciation expense over planned operating days for the majority of our assets. The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.

After a $155.3 million gain on the sale of the land at California's Great America during the third quarter of 2022 and the items above, operating income for the three months ended September 25, 2022 totaled $442.2 million compared with $249.8 million for the three months ended September 26, 2021.

Interest expense for the three months ended September 25, 2022 decreased $9.2 million primarily due to the redemption of the 2024 senior notes in December 2021. The net effect of our swaps resulted in a benefit to earnings of $3.7 million for the three months ended September 25, 2022 compared with a $3.2 million benefit to earnings for the three months ended September 26, 2021. The difference was attributable to the change in fair value of our swap portfolio. We terminated our interest rate swap agreements during the third quarter of 2022 following the full repayment of our senior secured term loan facility resulting in a $5.3 million cash receipt, net of fees. In addition, we recognized a $1.8 million loss on early debt extinguishment upon full repayment of our senior secured term debt facility during the third quarter of 2022. During the current period, we also recognized a $14.4 million net charge to earnings for foreign currency gains and losses compared with a $15.2 million net charge for the three months ended September 26, 2021. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

During the three months ended September 25, 2022, a provision for taxes of $61.2 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with $43.8 million for the three months ended September 26, 2021. The increase in provision for taxes was primarily attributable to an increase in pretax income from our taxable subsidiaries in the current period.

After the items above, net income for the three months ended September 25, 2022 totaled $333.1 million, or $5.86 per diluted limited partner unit, compared with $148.0 million, or $2.60 per diluted limited partner unit, for the three months ended September 26, 2021.

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Three months ended September 25, 2022 vs. Three months ended September 29, 2019

Due to continued effects of the COVID-19 pandemic on the 2021 period, we also included a comparison of our current period results with the three months ended September 29, 2019. The current three-month period included 1,088 operating days compared with a total of 1,035 operating days for the three period ended September 29, 2019. The 53 operating day increase was attributable to a four day calendar shift from 2019 to 2022.

The following table presents key financial information for the three months ended September 25, 2022 and September 29, 2019:


	Three months ended				Increase (Decrease)
	September 25, 2022		September 29, 2019		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	843,063	$	714,512	$	128,551	18.0	%
Operating costs and expenses	484,673		369,180		115,493		31.3	%
Depreciation and amortization	67,805		68,335		(530)		(0.8)	%
Loss on impairment / retirement of fixed assets, net	3,632		1,675		1,957		N/M

Gain on sale of assets	(155,251)		—		(155,251)		N/M
Operating income	$	442,204	$	275,322	$	166,882	60.6	%

Other Data:


Attendance	12,304		13,189		(885)		(6.7)	%
In-park per capita spending (1)	$	62.62	$	49.94	$	12.68	25.4	%
Out-of-park revenues (1)	$	97,302	$	76,347	$	20,955	27.4	%
Operating days	1,088		1,035		53		5.1	%

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

(1) Net revenues as disclosed within the statements of operations and comprehensive income (loss) consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements. In-park per capita spending is calculated as in-park revenues divided by total attendance. In-park revenues and concessionaire remittance totaled $658.6 million and $20.5 million, respectively, for the three months ended September 29, 2019.

For the three months ended September 25, 2022, net revenues totaled $843.1 million compared with $714.5 million for the three months ended September 29, 2019. The increase in net revenues reflected the impact of a 25% increase in in-park per capita spending to $62.62, and a 27%, or $21.0 million, increase in out-of-park revenues. These increases were offset by the impact of a 7%, or 0.9 million-visit decline in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories, particularly admissions, food and beverage and extra-charge spending. The increase in food and beverage and extra-charge spending was driven by both increased pricing and increased sales volume. The increase in out-of-park revenues was largely attributable to increased revenues at our Cedar Point resort properties and increased online transaction fees charged to customers. The decline in attendance was driven by an expected slower recovery in group sales attendance, the planned reduction of low-value ticket programs, and an overall decline in single-day attendance. The increase in net revenues included a $1.8 million favorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the three months ended September 25, 2022 increased $115.5 million compared with the three months ended September 29, 2019. This was the result of a $14.6 million increase in cost of goods sold, a $95.8 million increase in operating expenses and a $5.1 million increase in SG&A expense. Cost of goods sold as a percentage of food, merchandise and games revenue increased 0.7%. The increase in operating expenses was largely attributable to a significant increase in seasonal labor rate, higher full-time wages primarily related to a planned increase in head count at select parks, higher costs for supplies, and incremental land lease and property tax costs associated with the sale-leaseback of the land at California's Great America. The increase in SG&A expense was primarily due to an increase in transaction fees, an increase in full-time wages, including an increase in accrued bonus compensation plan expense, as well as an increase in IT-related costs. These increases in SG&A expense were offset by a decline in advertising costs driven by a more efficient marketing program. The increase in operating costs and expenses included a $0.6 million unfavorable impact of foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the three months ended September 25, 2022 did not fluctuate materially compared to the three months ended September 29, 2019. The loss on impairment / retirement of fixed assets for the three months ended September 25, 2022 and September 29, 2019 included retirements of assets in the normal course of business.

After a $155.3 million gain on the sale of the land at California's Great America during the third quarter of 2022 and the items above, operating income for the three months ended September 25, 2022 totaled $442.2 million compared with $275.3 million for the three months ended September 29, 2019.

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Interest expense for the three months ended September 25, 2022 increased $9.1 million compared with the three months ended September 29, 2019 due to interest incurred on the 2025 senior notes and 2028 senior notes offset in part by the impact of the redemption of the 2024 senior notes in December 2021 and the prepayment of term debt in 2020. The 2025 senior notes and the 2028 senior notes were issued to supplement liquidity in response to the impacts of the COVID-19 pandemic. The net effect of our swaps resulted in a benefit to earnings of $3.7 million for the three months ended September 25, 2022 compared with a $3.9 million charge to earnings for the three months ended September 29, 2019. The difference was attributable to the change in fair value of our swap portfolio. We terminated our interest rate swap agreements during the third quarter of 2022 following the full repayment of our senior secured term loan facility resulting in a $5.3 million cash receipt, net of fees. In addition, we recognized a $1.8 million loss on early debt extinguishment upon full repayment of our senior secured term debt facility during the third quarter of 2022. During the current period, we also recognized a $14.4 million net charge to earnings for foreign currency gains and losses compared with a $5.6 million net charge for the three months ended September 29, 2019. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

During the three months ended September 25, 2022, a provision for taxes of $61.2 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with $48.8 million for the three months ended September 29, 2019. The increase in provision for taxes was attributable to an increase in pretax income from our taxable subsidiaries.

After the items above, net income for the three months ended September 25, 2022 totaled $333.1 million, or $5.86 per diluted limited partner unit, compared with $190.0 million, or $3.34 per diluted limited partner unit, for the three months ended September 29, 2019.

October 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 ten months ended October 30, 2022 to the ten months ended November 3, 2019. For the ten months ended October 30, 2022, preliminary net revenues totaled approximately $1.68 billion and increased 22%, or $306 million, compared with the ten months ended November 3, 2019. Based on preliminary results for the ten months ended October 30, 2022, attendance totaled 24.9 million visits, down 4% or 0.9 million visits from 2019, in-park per capita spending was $61.72, up 27% from 2019, and out-of-park revenues totaled $195 million, up 26% or $40 million from 2019. Operating days for the ten month periods in 2022 and 2019 totaled 2,103 operating days and 2,028 operating days, respectively. Excluding the Schlitterbahn parks, there were 13 fewer operating days in the current period due to a planned reduction of early-season operating days at some of our properties.

Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements. In-park per capita spending is calculated as in-park revenues divided by total attendance. Preliminary in-park revenues and concessionaire remittance totaled approximately $1.53 billion and $50 million, respectively, for the ten months ended October 30, 2022. In the comparable period, in-park revenues and concessionaire remittance totaled approximately $1.26 billion and $40 million, respectively, for the ten months ended November 3, 2019.

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Adjusted EBITDA

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current and prior credit agreements. 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 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. 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. This measure is provided as a supplemental measure of our operating results and may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net income (loss) for the three- and nine-month periods ended September 25, 2022, September 26, 2021 and September 29, 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.


	Three months ended						Nine months ended
(In thousands)	September 25, 2022		September 26, 2021		September 29, 2019		September 25, 2022		September 26, 2021		September 29, 2019
Net income (loss)	$	333,050	$	147,987	$	189,955	$	295,313	$	(21,299)	$	169,580
Interest expense	37,049		46,270		27,967		115,386		136,371		71,814
Interest income	(1,562)		(35)		(807)		(2,113)		(66)		(1,121)
Provision for taxes	61,151		43,764		48,815		61,374		16,859		43,506
Depreciation and amortization	67,805		77,461		68,335		126,441		112,906		137,828
EBITDA	497,493		315,447		334,265		596,401		244,771		421,607
Loss on early debt extinguishment	1,810		—		—		1,810		4		—
Net effect of swaps	(3,700)		(3,186)		3,910		(25,641)		(10,582)		21,068
Non-cash foreign currency loss (gain)	14,369		15,157		5,617		24,217		(1,665)		(12,528)
Non-cash equity compensation expense	3,204		2,903		2,930		15,087		11,910		8,760
Loss on impairment / retirement of fixed assets, net	3,632		2,397		1,675		6,379		5,873		3,781

Gain on sale of assets	(155,251)		—		—		(155,251)		(2)		(617)
Acquisition-related costs	—		—		6,292		—		—		7,238

Other (1)	428		650		499		1,120		1,157		782
Adjusted EBITDA	$	361,985	$	333,368	$	355,188	$	464,122	$	251,466	$	450,091

For the ~~six~~three months ended ~~June 26,~~September 25, 2022, Adjusted EBITDA ~~totaled $102.1~~increased $28.6 million compared with the three months ended September 26, 2021. The increase was primarily due to ~~$94.9~~prior period operating restrictions, a 100 operating day increase in the current period, and the related improvement in attendance offset somewhat by an increase in expenses incurred, particularly for labor and cost of goods sold. As compared with the three months ended September 29, 2019, Adjusted EBITDA increased $6.8 million for the ~~six~~three months ended ~~June 30, 2019.~~September 25, 2022. This increase was due to higher net revenues in the current period attributable to higher in-park per capita spending and increased out-of-park revenues, which were somewhat offset by increased costs in the current period, particularly labor costs.

For the nine months ended September 25, 2022, Adjusted EBITDA increased $212.7 million compared with the nine months ended September 26, 2021. The increase was primarily due to a 545 operating day increase in the current period and the related improvement in attendance and out-of-park revenues offset somewhat by an increase in expenses incurred, particularly for labor and cost of goods sold. As compared with the nine months ended September 29, 2019, Adjusted EBITDA increased $14.0 million for the nine months ended September 25, 2022. This increase in Adjusted EBITDA was due to higher net revenues in the current period attributable to higher in-park per capita spending, increased out-of-park revenues and the inclusion of the Schlitterbahn parks, which were somewhat offset by increased costs in the current period, particularly labor costs.

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~~Three months ended June 26, 2022 vs. Three months ended June 27, 2021~~

Due to the effects of the COVID-19 pandemic, the results for the three months ended June 26, 2022 were not directly comparable with the results for the three months ended June 27, 2021. The current three-month period included 708 operating days compared with 393 operating days for the three-month period ended June 27, 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, when all of our properties opened on a staggered basis except our Canadian property, Canada's Wonderland. Upon opening in 2021, park operating calendars were reduced, guest reservations were required and some operating restrictions were in place. The 2021 period also included the results from limited out-of-park attractions prior to the May 2021 opening of our parks. Limited out-of-park attractions included some of our hotel properties and a culinary festival at Knott's Berry Farm that ran through May 2, 2021.

~~The following table presents key financial information for the three months ended June 26, 2022 and June 27, 2021:~~

Three months ended Increase (Decrease)
June 26, 2022 June 27, 2021 $ %
(Amounts in thousands, except per capita and operating days)
Net revenues $ 509,491 $ 224,137 $ 285,354 127.3 %
Operating costs and expenses 347,184 226,641 120,543 53.2 %
Depreciation and amortization 49,037 33,992 15,045 44.3 %
Loss on impairment / retirement of fixed assets, net 1,199 1,937 (738) N/M
Operating income (loss) $ 112,071 $ (38,433) $ 150,504 N/M
Other Data:
Adjusted EBITDA (1)
$ 170,553 $ 1,720 $ 168,833 N/M
Attendance 7,846 3,409 4,437 130.2 %
In-park per capita spending $ 59.52 55.94 $ 3.58 6.4 %
Out-of-park revenues $ 59,622 $ 40,833 $ 18,789 46.0 %
Operating days 708 393 315 80.2 %

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

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

For the three months ended June 26, 2022, net revenues totaled $509.5 million compared with $224.1 million for the three months ended June 27, 2021. The increase in net revenues was attributable to a 315 operating day increase in the current period resulting in a 4.4 million-visit increase in attendance and an $18.8 million increase in out-of-park revenues. In-park per capita spending for the three months ended June 26, 2022 increased 6.4% to $59.52, which represented higher levels of guest spending in admissions and food and beverage. The increase in net revenues included a $1.6 million unfavorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the three months ended June 26, 2022 increased to $347.2 million from $226.6 million for the three months ended June 27, 2021. This was the result of a $25.5 million increase in cost of goods sold, a $76.5 million increase in operating expenses and an $18.5 million increase in SG&A expense, all of which were largely the result of the 315 operating day increase in the current period. The majority of the increases in operating expenses and SG&A expenses was attributable to the increase in operating days. Additionally, the increase in operating expenses was due to an increase in seasonal labor rate and an increase in full-time wages primarily related to a planned increase in head count at select parks. In addition, the increase in SG&A expense was also attributable to an increase in equity-based compensation plan expense due to improved company performance. The increase in operating costs and expenses included a $0.9 million favorable impact of foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the three months ended June 26, 2022 increased $15.0 million compared with the three months ended June 27, 2021 due primarily to the 315 operating day increase in the current period. We recognize depreciation expense over planned operating days for the majority of our assets. The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.

~~After the items above, operating income for the three months ended June 26, 2022 totaled $112.1 million compared with an operating loss of $38.4 million for the three months ended June 27, 2021.~~

Interest expense for the three months ended June 26, 2022 decreased $5.8 million due to the redemption of the 2024 senior notes in December 2021. The net effect of our swaps resulted in a benefit to earnings of $7.7 million for the three months ended June 26, 2022 compared with a $3.8 million benefit to earnings for the three months ended June 27, 2021. The difference was

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attributable to the change in fair value of our swap portfolio. During the current period, we also recognized a $9.8 million net charge to earnings for foreign currency gains and losses compared with an $11.1 million net benefit for the three months ended June 27, 2021. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

During the three months ended June 26, 2022, a provision for taxes of $19.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $10.6 million for the three months ended June 27, 2021. The difference in provision for taxes was primarily attributable to an increase in pretax income from our taxable subsidiaries in the current period.

After the items above, net income for the three months ended June 26, 2022 totaled $50.8 million, or $0.89 per diluted limited partner unit, compared with a net loss of $58.9 million, or $1.04 per diluted limited partner unit, for the three months ended June 27, 2021.

For the three months ended June 26, 2022, Adjusted EBITDA totaled $170.6 million compared with $1.7 million for the three months ended June 27, 2021. The increase in Adjusted EBITDA was primarily due to the 315 operating day increase in the current period and the related improvement in attendance, in-park per capita spending and out-of-park revenues offset somewhat by an increase in related expenses incurred, particularly for labor and cost of goods sold.

~~Three months ended June 26, 2022 vs. Three months ended June 30, 2019~~

As described above, the results for the three months ended June 26, 2022 were not directly comparable with the results for the three months ended June 27, 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 June 30, 2019. While the 2019 results are more comparable to our 2022 results, the 2022 results are also not directly comparable with the 2019 results due to the acquisition of the Schlitterbahn parks on July 1, 2019 and a four day natural calendar shift following three years of passed time. The current three-month period included 708 operating days compared with a total of 726 operating days for the three period ended June 30, 2019. Of the 708 current period operating days, 96 operating days were at the Schlitterbahn parks. Excluding the Schlitterbahn parks, operating days for the three months ended June 26, 2022 decreased 114 operating days compared with the three months ended June 30, 2019 due to the four day calendar shift and a planned reduction of early-season operating days at some of our properties.

~~The following table presents key financial information for the three months ended June 26, 2022 and June 30, 2019:~~

Three months ended Increase (Decrease)
June 26, 2022 June 30, 2019 $ %
(Amounts in thousands, except per capita and operating days)
Net revenues $ 509,491 $ 436,190 $ 73,301 16.8 %
Operating costs and expenses 347,184 277,360 69,824 25.2 %
Depreciation and amortization 49,037 55,904 (6,867) (12.3) %
Loss on impairment / retirement of fixed assets, net 1,199 682 517 N/M
Operating income $ 112,071 $ 102,244 $ 9,827 9.6 %
Other Data:
Adjusted EBITDA (1)
$ 170,553 $ 163,061 $ 7,492 4.6 %
Attendance 7,846 8,500 (654) (7.7) %
In-park per capita spending (2)
$ 59.52 $ 47.22 $ 12.30 26.0 %
Out-of-park revenues (2)
$ 59,622 $ 49,344 $ 10,278 20.8 %
Operating days 708 726 (18) (2.5) %

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

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

(2) Net revenues as disclosed within the statements of operations and comprehensive income (loss) consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements. In-park per capita spending is calculated as in-park revenues divided by total attendance. In-park revenues and concessionaire remittance totaled $401.4 million and $14.5 million, respectively, for the three months ended June 30, 2019.

For the three months ended June 26, 2022, net revenues totaled $509.5 million compared with $436.2 million for the three months ended June 30, 2019. The increase in net revenues reflected the impact of a 26% increase in in-park per capita spending to $59.52 for the three months ended June 26, 2022, a 21%, or $10.3 million, increase in out-of-park revenues, and the inclusion of the results of the Schlitterbahn parks. These increases were offset by the impact of an 8%, or 0.7 million-visit decline

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in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories, particularly admissions, food and beverage and extra-charge spending, and was driven by both increased pricing and increased transactions. The increase in out-of-park revenues was attributable to increased online transaction fees charged to customers, revenues from the Resort at Schlitterbahn New Braunfels which was acquired in July 2019, and increased revenues at our Cedar Point resort properties. The decline in attendance was driven by 114 fewer operating days at our legacy parks (excluding the Schlitterbahn parks), an expected slower recovery in group sales attendance, and the planned reduction of low-value ticket programs.

Operating costs and expenses for the three months ended June 26, 2022 increased $69.8 million compared with the three months ended June 30, 2019. This was the result of a $9.4 million increase in cost of goods sold, a $54.6 million increase in operating expenses and a $5.8 million increase in SG&A expense. Cost of goods sold as a percentage of food, merchandise and games revenue increased 1%. The increase in operating expenses was largely attributable to an increase in seasonal labor rate, higher full-time wages primarily related to a planned increase in head count at select parks, and the inclusion of the results of the Schlitterbahn parks. The increase in SG&A expense was primarily due to an increase in full-time wages, including an increase in equity-based compensation plan expense due to improved company performance, as well as an increase in transaction fees. These increases in SG&A expense were offset by a decline in advertising costs driven by a more efficient marketing program.

Depreciation and amortization expense for the three months ended June 26, 2022 decreased $6.9 million compared with the three months ended June 30, 2019 due primarily to the full depreciation of 15-year useful lived property and equipment from our 2006 acquisition. The loss on impairment / retirement of fixed assets for the three months ended June 26, 2022 and June 30, 2019 included retirements of assets in the normal course of business.

~~After the items above, operating income for the three months ended June 26, 2022 totaled $112.1 million compared with $102.2 million for the three months ended June 30, 2019.~~

Interest expense for the three months ended June 26, 2022 increased $17.3 million compared with the three months ended June 30, 2019 due to interest incurred on the 2025 senior notes, 2028 senior notes and 2029 senior notes offset in part by the impact of the redemption of the 2024 senior notes in December 2021. The 2025 senior notes and the 2028 senior notes were issued in 2020 as a result of the COVID-19 pandemic, and the 2029 senior notes were issued at the end of the second quarter of 2019 in coordination with the acquisition of the Schlitterbahn parks. The net effect of our swaps resulted in a benefit to earnings of $7.7 million for the three months ended June 26, 2022 compared with a $10.8 million charge to earnings for the three months ended June 30, 2019. The difference was attributable to the change in fair value of our swap portfolio. During the current period, we also recognized a $9.8 million net charge to earnings for foreign currency gains and losses compared with a $9.5 million net benefit for the three months ended June 30, 2019. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

During the three months ended June 26, 2022, a provision for taxes of $19.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with $14.7 million for the three months ended June 30, 2019. The increase in provision for taxes was attributable to an increase in pretax income from our taxable subsidiaries.

After the items above, net income for the three months ended June 26, 2022 totaled $50.8 million, or $0.89 per diluted limited partner unit, compared with $63.3 million, or $1.11 per diluted limited partner unit, for the three months ended June 30, 2019.

For the three months ended June 26, 2022, Adjusted EBITDA totaled $170.6 million compared to $163.1 million for the three months ended June 30, 2019. The increase in Adjusted EBITDA was due to higher net revenues in the current period attributable to higher in-park per capita spending, increased out-of-park revenues and the inclusion of the Schlitterbahn parks, which were somewhat offset by increased costs in the current period, particularly labor costs.

~~July 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 seven months ended July 31, 2022 to the seven months ended August 4, 2019. For the seven months ended July 31, 2022, preliminary net revenues totaled approximately $1.03 billion and increased 17%, or $152 million, compared with the seven months ended August 4, 2019. Based on preliminary results for the seven months ended July 31, 2022, attendance totaled 15.4 million visits, down 6% from 2019, in-park per capita spending was $60.76, up 25% from 2019, and out-of-park revenues totaled $125 million, up 19% from 2019. Operating days for the seven month periods in 2022 and 2019 totaled 1,362 operating days and 1,352 operating days, respectively. Excluding the Schlitterbahn parks, there were 94 fewer operating days in the current period due to a four day calendar shift and a planned reduction of early-season operating days at some of our properties.

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Liquidity and Capital Resources:

Our principal sources of liquidity 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 include operating expenses, partnership distributions, capital expenditures, interest payments, ~~and~~ income tax ~~obligations.~~obligations, and recently, limited partnership unit repurchases.

We have funded and expect to fund our remaining 2022 liquidity needs with cash from operating activities and borrowings from our revolving credit facility. As of ~~June 26,~~September 25, 2022, we had cash on hand of ~~$124.9~~$288.4 million and ~~$194.2~~$280.1 million of ~~available borrowings~~availability under our revolving credit facility. Based on this level of liquidity, we concluded that we will have sufficient liquidity to satisfy our obligations at least through the ~~third~~fourth quarter of 2023. Due to limited open operations in early 2021 and 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 2021.

Management has been focused on driving profitable and sustainable growth in the business, reducing the Partnership's outstanding debt, reinstating the quarterly ~~Partnership~~partnership distribution, and accelerating the return of capital to our unitholders.

–We expect to invest between ~~$200~~$170 million and ~~$215~~$180 million in total capital expenditures for the 2022 operating season, which includes the completion of ~~several~~two 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~~

–On June 27, 2022, the Partnership sold the land at California's Great America for a cash purchase price of $310 million, subject to customary prorations, see Note 4.

–We have made progress towards our goal of reducing our outstanding ~~debt by redeeming~~debt. In December 2021, we redeemed $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). In addition, we ~~made a $69.0 million payment~~repaid the remaining outstanding principal amount on our ~~outstanding~~ senior secured term loan facility in 2022 ($264.3 million), completing the full repayment of the term loan during the ~~second~~third quarter of 2022.

–We paid our first partnership distribution since March 2020 of $0.30 per limited partner unit, which was paid on September 15, 2022. On ~~August 3,~~November 2, 2022, we announced ~~the declaration of a~~that our Board declared an additional partnership distribution of $0.30 per limited partner unit, which will be payable on ~~September~~December 15, 2022 to unitholders of record on December 1, 2022. ~~This represents the first partnership distribution since March 2020.~~

–Lastly, on August 3, 2022, we ~~also~~ announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to repurchase units for an aggregate purchase price of not more than $250 million, see Note 11. There were 1.5 million limited partnership units repurchased during the nine months ended September 25, 2022 at an average price of $43.30 per limited partner unit for an aggregate amount of $66.0 million. ~~The unit~~There was $184.0 million of remaining availability under the repurchase program ~~will be subject to Rule 10b-18~~as of ~~the Securities Exchange Act~~September 25, 2022. Through October 31, 2022, there were 2.8 million limited partnership units repurchased for an aggregate amount of 1934. Subject to applicable rules and regulations, we may repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations. No limit was placed on the duration of the repurchase program. The unit repurchase program does not obligate the Partnership to repurchase any minimum dollar amount or specific number of units, and the program may be modified, suspended, or discontinued at any time.$115.5 million.

We anticipate between $145 million and $150 million in annual cash interest for 2022 of which 75% of the payments occur in the second and fourth quarters. In the second quarter of 2022, we received $77.1 million in tax refunds attributable to the tax year 2020 net operating loss being carried back to prior years in the United States. We received $11.1 million in tax refunds attributable to net operating losses being carried back to prior years in Canada during the first quarter of 2022. In 2022, we anticipate cash payments for income taxes to range from $40 million to ~~$55~~$50 million, exclusive of these tax refunds.

As of ~~June 26,~~September 25, 2022, deferred revenue totaled ~~$306.7~~$187.7 million, including non-current deferred revenue. This represented ~~an increase~~a decrease of ~~$72.6~~$22.8 million ~~since March 27, 2022.~~compared with total deferred revenue as of September 26, 2021. The ~~increase~~decrease in total deferred revenue was largely attributable to ~~sales~~approximately $30 million of 2020 and 2021 season-long ~~products for admission, dining, beverage~~product extensions at Knott's Berry Farm and ~~other products, as well as sales of advanced admission, single day products and resort bookings, as the parks head~~Canada's Wonderland in 2021 into ~~the most significant months of operation for~~ the 2022 operating season.

~~On June 27,~~ Excluding the prior period deferred revenue associated with product extensions, deferred revenue increased 4% as of September 25, 2022 ~~the Partnership sold the land at California's Great America for a cash purchase price~~compared with deferred revenue as of ~~$310 million, subject to customary prorations. The proceeds are to~~September 26, 2021. Virtually all 2022 season-long products will be ~~used to accelerate progress on the strategic priorities described above; see~~ ~~Note 11~~.recognized by December 31, 2022.

Operating Activities

Net cash from operating activities for the first ~~six~~nine months of 2022 totaled ~~$146.2~~$412.4 million, an increase of ~~$199.2~~$182.3 million compared with ~~net cash for operating activities for~~ the same period in the prior year. The increase in net cash from operating activities was primarily attributable to the delayed opening of our parks in the prior period to May 2021 resulting in less cash generated in the first ~~six~~nine months of 2021.

Investing Activities

Net cash ~~for~~from investing activities for the first ~~six~~nine months of 2022 totaled ~~$95.8~~$172.0 million compared with $38.1 million of net cash for investing activities in the same period in the prior year. The variance in net cash from (for) investing activities was due to the current period sale of the land at California's Great America and the prior period planned reduction in capital spending to retain liquidity following the impacts of the COVID-19 pandemic.

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Financing Activities

Net cash for financing activities for the first nine months of 2022 totaled $352.4 million, an increase of ~~$71.7~~$346.3 million compared with the same period in the prior year. The increase ~~in net cash for investing activities was due to a planned reduction in capital spending for 2021 to retain liquidity following the impacts of the COVID-19 pandemic.~~

~~Financing Activities~~

Net cash from financing activities for the first six months of 2022 totaled $13.9 million, an increase of $20.0 million compared with net cash for financing activities for the same period in the prior year. The variance was attributable to ~~$90~~$264.3 million ~~of borrowings on our revolving credit facility offset by a $69 million payment~~ of term debt payments in the current ~~period. We utilized cash~~period to fully repay the remaining outstanding balance on ~~hand from senior notes issued in 2020 to fund~~ our ~~operations in~~term debt facility, as well as repurchases of limited partnership units and a $0.30 per unit partnership distribution, both of which occurred during the ~~first six months~~third quarter of ~~2021.~~

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2022.

Contractual Obligations

As of ~~June 26,~~September 25, 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:

•$195 million of senior secured term debt, maturing in April 2024 under the 2017 Credit 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 remaining quarterly payments required. During the second quarter of 2022, we made a $69.0 million payment on our outstanding senior secured term loan facility which was required pursuant to certain loan covenants. We had no current maturities as of June 26, 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. The 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2025 senior notes pay interest semi-annually in May and November.

•$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued at par. The 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2027 senior notes pay interest semi-annually in April and October.

•$300 million of 6.500% senior unsecured notes, maturing in October 2028, issued at par. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2028 senior notes pay interest semi-annually in April and October.

•$500 million of 5.250% senior unsecured notes, maturing in July 2029, issued at par. 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.

•~~$90 million of~~No borrowings under the $300 million senior secured revolving credit facility under our current credit agreement with a Canadian sub-limit of $15 million. The revolving credit facility bears interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the credit facilities. The revolving credit facility is scheduled to mature in December 2023. The credit agreement provides for the issuance of documentary and standby letters of credit. After letters of credit, which totaled ~~$15.8~~$19.9 million as of ~~June 26,~~September 25, 2022, we had ~~$194.2~~$280.1 million of ~~available borrowings~~availability under the revolving credit 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~~repaid the ~~2017 Credit Agreement in December 2021 to allow for the redemption of the 2024 senior notes and in February 2022 to allow for larger sale and leaseback transactions.~~

As of June 26, 2022, we had four interest rate swap agreements with a notional value of $500 million that convert 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 underremaining outstanding balance on our senior secured term loan facility ~~after~~in 2022 ($264.3 million in principal amount), completing the ~~impact~~full repayment of the term loan during the third quarter of 2022. Subsequently, we also terminated our interest rate swap agreements. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of June 26, 2022, the fair value of our swap portfolio was classified as long-term and recorded in "Other Assets" 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 had four tranches of fixed rate senior notes outstanding at ~~June 26,~~September 25, 2022: the 2025, 2027, 2028 and 2029 senior notes. The 2024 senior notes were fully redeemed on December 17, 2021. The 2024, 2027, 2028 and 2029 senior notes were registered under the Securities Act of 1933. The 2025 senior notes were sold in a private placement in reliance on exemptions from registration under the Securities Act of 1933. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") 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 wholly owned subsidiary of Cedar Fair (other than the co-issuers) 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 2027, 2028 and 2029 senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt, including the other registered senior notes. However, the 2027, 2028 and 2029 senior notes rank effectively junior to our secured debt under the 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 2017 Credit 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 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 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 (the "Obligor Group"). We 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 guaranteed the 2024 senior notes 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. 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~~$14.1 million and $14.0 million as of ~~June 26,~~September 25, 2022 and December 31, 2021, respectively.

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Summarized Financial Information (In thousands)	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)		Summarized Financial Information (In thousands)	Cedar Fair, L.P. (Parent)		Magnum (Co-Issuer Subsidiary)		Cedar Canada (Co-Issuer Subsidiary)		Millennium (Co-Issuer 2027, 2028 & 2029 Guarantor 2024)		Guarantor Subsidiaries (1)
Balance as of June 26, 2022
Balance as of September 25, 2022												Balance as of September 25, 2022

Current Assets	Current Assets	$	1,120	$	26,170	$	60,269	$	606,349	$	1,420,273	Current Assets	$	1,323	$	3,048	$	102,682	$	691,055	$	1,341,392

Non-Current Assets	Non-Current Assets	(216,327)		1,417,172		546,320		2,453,781		1,728,623		Non-Current Assets	(2,259)		1,691,194		554,936		2,177,024		1,880,500

Current Liabilities	Current Liabilities	359,584		1,067,613		279,034		335,066		91,478		Current Liabilities	318,388		1,213,354		275,965		246,304		93,475

Non-Current Liabilities	Non-Current Liabilities	147,479		1,122		23,179		2,412,813		96,766		Non-Current Liabilities	147,708		1,188		22,369		2,136,487		169,309

Balance as of December 31, 2021	Balance as of December 31, 2021											Balance as of December 31, 2021

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

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

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

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


Six Months Ended June 26, 2022
Nine Months Ended September 25, 2022												Nine Months Ended September 25, 2022

Net revenues	Net revenues	$	10,707	$	162,706	$	43,866	$	645,836	$	138,809	Net revenues	$	189,961	$	419,860	$	149,071	$	1,765,862	$	239,359

Operating income (loss)	Operating income (loss)	9,109		(96,464)		9,548		62,003		44,423		Operating income (loss)	187,651		(76,129)		71,618		93,617		194,269

Net (loss) income		(37,305)		(28,212)		422		—		22,426
Net income												Net income	295,989		138,093		53,495		—		189,063

Twelve Months Ended December 31, 2021	Twelve Months Ended December 31, 2021											Twelve Months Ended December 31, 2021

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

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

Net (loss) income	Net (loss) income	(46,741)		(34,647)		1,967		—		62,586		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: Current Assets and Current Liabilities - ~~$13.2~~$13.6 million as of ~~June 26,~~September 25, 2022 and $13.4 million as of December 31, 2021; Non-Current Assets - ~~$2,338.6~~$2,062.7 million as of ~~June 26,~~September 25, 2022 and $2,254.9 million as of December 31, 2021; and Net revenues - ~~$46.9~~$18.9 million as of ~~June 26,~~September 25, 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 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 our future financial performance ~~as well as the timing of any debt paydown or payment of partnership distributions,~~ and our 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 typically 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~~a revolving credit facility. Translation exposures with regard to our Canadian operations are not hedged.

~~None~~We repaid all of our outstanding variable-rate long-term debt during the third quarter of 2022 and subsequently terminated our interest rate swap ~~agreements are designated~~agreements. Therefore, 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 income (loss).~~

~~As of June 26,~~September 25, 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.~~debt. Assuming the daily average balance over the past twelve months on revolving credit borrowings of approximately ~~$50.4~~$52.7 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 ~~$2.5~~$0.5 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 $2.0 million~~ over the next twelve months.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$3.2~~$7.2 million decrease in annual operating income for the trailing twelve months ended ~~June 26,~~September 25, 2022.

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 ~~June 26,~~September 25, 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 ~~June 26,~~September 25, 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 ~~June 26,~~September 25, 2022 that have materially affected, or are reasonably likely to materially affect, 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, 2021.

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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 ~~June 26,~~September 25, 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 (2)
March 28 - April 30 — — — $ —
May 1 - May 31 249 $ 46.81 — —
June 1 - June 26 — — — —
Total 249 $ 46.81 — $ —


	(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 (2)	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (2)
June 27 - July 31	—	—		—	—
August 1 - August 31	750,365	$	43.58	750,260	$	217,300,956
September 1 - September 25	773,042	$	43.02	773,042	$	184,041,646
Total	1,523,407	$	43.30	1,523,302	$	184,041,646

(1)All repurchased units were either units repurchased pursuant to our share repurchase program described in Footnote 2, or units 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.

(2)On August 3, 2022, we announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to repurchase units for an aggregate purchase price of not more than $250 million. No limit was placed on the duration of the repurchase program. See Note 11 for additional information.

ITEM 6. EXHIBITS


Exhibit (10.1)						Transition and Release Agreement, dated August 7, 2022, by and between Cedar Fair, L.P., Cedar Fair Management, Inc., Magnum Management Corporation and Craig Heckman. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on August 10, 2022.

Exhibit (10.2)						Contract of Sale, dated June 27, 2022, entered into by and between ~~California’s~~California's Great America, LLC and Prologis, L.P. Incorporated herein by reference to Exhibit 10.1 to the ~~Registrant's~~Registrant’s Form 8-K (File No. 001-09444) filed on June 27, 2022.

Exhibit (22)						Subsidiary Guarantors and Issuers of Guaranteed Securities. Incorporated herein by reference to Exhibit 22 to the Registrant's Form 10-K (File No. 001-09444) filed on 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 ~~June 26,~~September 25, 2022 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated 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 ~~June 26,~~September 25, 2022 formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES

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


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~August 3,~~November 2, 2022	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	~~August 3,~~November 2, 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	10
Note 5	Goodwill and Other Intangible Assets	11
Note 6	Long-Term Debt	12
Note 7	Derivative Financial Instruments	13
Note 8	Fair Value Measurements	14
Note 9	Income (Loss) per Unit	14
Note 10	Income and Partnership Taxes	15
Note 11	~~Subsequent Events~~Partners' Equity	15