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~~March 26, ~~2022~~2023


☐			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, 2022~~April 28, 2023
Depositary Units (Representing Limited Partner Interests)						~~57,039,740~~51,327,668

Page 1 of 3024 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			March 26, 2023		December 31, 2022		March 27, 2022
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	$	33,562	$	101,189	$	49,963
Receivables	Receivables	101,449		62,109		52,259		Receivables	54,386		70,926		61,454
Inventories	Inventories	56,608		32,113		46,983		Inventories	56,790		45,297		39,269
Prepaid insurance								Prepaid insurance	9,927		12,570		8,042

Current income tax receivable	Current income tax receivable	2,526		84,051		91,608		Current income tax receivable	1,391		—		77,212
Land held for sale		150,595		—		—
Other current assets	Other current assets	40,268		24,249		40,298		Other current assets	28,107		13,777		28,624
		476,375		263,641		523,744			184,163		243,759		264,564
Property and Equipment:	Property and Equipment:							Property and Equipment:
Land	Land	291,166		443,190		445,274		Land	286,895		287,968		444,207
Land improvements	Land improvements	490,191		486,014		485,242		Land improvements	491,777		492,324		487,653
Buildings	Buildings	913,699		855,297		857,452		Buildings	930,054		930,850		855,436
Rides and equipment	Rides and equipment	2,025,153		1,986,235		2,001,500		Rides and equipment	2,033,143		2,030,640		1,994,480
Construction in progress	Construction in progress	44,637		57,666		41,078		Construction in progress	119,971		75,377		90,555
		3,764,846		3,828,402		3,830,546			3,861,840		3,817,159		3,872,331
Less accumulated depreciation	Less accumulated depreciation	(2,164,908)		(2,117,659)		(2,028,345)		Less accumulated depreciation	(2,240,995)		(2,234,800)		(2,126,499)
		1,599,938		1,710,743		1,802,201			1,620,845		1,582,359		1,745,832
Goodwill	Goodwill	265,988		267,232		269,193		Goodwill	262,273		263,206		268,117
Other Intangibles, net	Other Intangibles, net	49,702		49,994		50,751		Other Intangibles, net	48,707		48,950		50,185
Right-of-Use Asset	Right-of-Use Asset	17,818		16,294		13,520		Right-of-Use Asset	89,681		92,966		16,176
Other Assets	Other Assets	7,176		5,116		4,824		Other Assets	4,072		4,657		5,426
		$	2,416,997	$	2,313,020	$	2,664,233		$	2,209,741	$	2,235,897	$	2,350,300
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	$	66,196	$	54,983	$	57,838
Deferred revenue	Deferred revenue	297,930		187,599		275,506		Deferred revenue	198,532		162,711		224,215
Accrued interest	Accrued interest	31,374		32,011		34,402		Accrued interest	49,432		32,173		51,133
Accrued taxes	Accrued taxes	17,734		9,075		13,002		Accrued taxes	12,405		35,329		9,084
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	30,358		53,833		28,344		Accrued salaries, wages and benefits	23,942		53,332		24,242
Self-insurance reserves	Self-insurance reserves	24,662		24,573		22,336		Self-insurance reserves	27,384		27,766		24,268
Other accrued liabilities	Other accrued liabilities	26,388		20,511		17,913		Other accrued liabilities	33,627		30,678		16,310
		509,394		381,514		442,955			411,518		396,972		407,090
Deferred Tax Liability	Deferred Tax Liability	62,956		66,483		38,488		Deferred Tax Liability	62,679		69,412		53,609
Derivative Liability	Derivative Liability	—		20,086		31,690		Derivative Liability	—		—		5,884
Lease Liability	Lease Liability	14,548		13,345		10,620		Lease Liability	79,273		81,757		13,289

Other Liabilities	Other Liabilities	9,847		11,144		21,325		Other Liabilities	11,236		11,203		10,933
Long-Term Debt:	Long-Term Debt:							Long-Term Debt:
Revolving credit loans	Revolving credit loans	90,000		—		—		Revolving credit loans	170,000		—		125,000
Term debt	Term debt	190,920		258,391		256,713		Term debt	—		—		259,246
Notes	Notes	2,265,114		2,260,545		2,704,002		Notes	2,268,275		2,268,155		2,262,830
		2,546,034		2,518,936		2,960,715			2,438,275		2,268,155		2,647,076
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	(8)		(4)		(8)
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, 51,502, 52,563 and 57,042 units outstanding as of March 26, 2023, December 31, 2022 and March 27, 2022, respectively								Limited partners, 51,502, 52,563 and 57,042 units outstanding as of March 26, 2023, December 31, 2022 and March 27, 2022, respectively	(815,254)		(612,497)		(804,659)
Accumulated other comprehensive income								Accumulated other comprehensive income	16,732		15,609		11,796
		(725,782)		(698,488)		(841,560)			(793,240)		(591,602)		(787,581)
		$	2,416,997	$	2,313,020	$	2,664,233		$	2,209,741	$	2,235,897	$	2,350,300

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)~~LOSS

(In thousands, except per unit amounts)

Three months ended Six months ended
June 26, 2022 June 27, 2021 June 26, 2022 June 27, 2021
Net revenues:
Admissions $ 253,494 $ 99,072 $ 302,930 $ 99,072
Food, merchandise and games 177,153 83,945 213,868 91,191
Accommodations, extra-charge products and other 78,844 41,120 91,528 43,616
509,491 224,137 608,326 233,879
Costs and expenses:
Cost of food, merchandise, and games revenues 49,162 23,630 59,986 25,936
Operating expenses 232,421 155,945 352,271 222,099
Selling, general and administrative 65,601 47,066 106,387 77,416
Depreciation and amortization 49,037 33,992 58,636 35,445
Loss on impairment / retirement of fixed assets, net 1,199 1,937 2,747 3,476
Gain on sale of investment — — — (2)
397,420 262,570 580,027 364,370
Operating income (loss) 112,071 (38,433) 28,299 (130,491)
Interest expense 40,214 46,005 78,337 90,101
Net effect of swaps (7,739) (3,834) (21,941) (7,396)
Loss on early debt extinguishment — — — 4
Loss (gain) on foreign currency 9,845 (11,099) 9,860 (16,904)
Other income (394) (27) (443) (105)
Income (loss) before taxes 70,145 (69,478) (37,514) (196,191)
Provision (benefit) for taxes 19,373 (10,608) 223 (26,905)
Net income (loss) 50,772 (58,870) (37,737) (169,286)
Net income (loss) allocated to general partner 1 (1) — (2)
Net income (loss) allocated to limited partners $ 50,771 $ (58,869) $ (37,737) $ (169,284)
Net income (loss) $ 50,772 $ (58,870) $ (37,737) $ (169,286)
Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment 2,819 (5,686) 5,672 (8,777)
Other comprehensive income (loss), (net of tax) 2,819 (5,686) 5,672 (8,777)
Total comprehensive income (loss) $ 53,591 $ (64,556) $ (32,065) $ (178,063)
Basic income (loss) per limited partner unit:
Weighted average limited partner units outstanding 56,760 56,622 56,720 56,588
Net income (loss) per limited partner unit $ 0.89 $ (1.04) $ (0.67) $ (2.99)
Diluted income (loss) per limited partner unit:
Weighted average limited partner units outstanding 57,127 56,622 56,720 56,588
Net income (loss) per limited partner unit $ 0.89 $ (1.04) $ (0.67) $ (2.99)


	Three months ended
		March 26, 2023		March 27, 2022
Net revenues:
Admissions		$	39,529	$	49,436
Food, merchandise and games		32,064		36,715
Accommodations, extra-charge products and other		12,961		12,684
		84,554		98,835
Costs and expenses:
Cost of food, merchandise, and games revenues		10,381		10,824
Operating expenses		133,340		119,850
Selling, general and administrative		46,465		40,786
Depreciation and amortization		13,681		9,599
Loss on impairment / retirement of fixed assets, net		3,636		1,548



		207,503		182,607
Operating loss		(122,949)		(83,772)
Interest expense		32,129		38,123
Net effect of swaps		—		(14,202)

Loss on foreign currency		3,999		15
Other income		(441)		(49)
Loss before taxes		(158,636)		(107,659)
Benefit for taxes		(24,090)		(19,150)
Net loss		(134,546)		(88,509)
Net loss allocated to general partner		(1)		(1)
Net loss allocated to limited partners		$	(134,545)	$	(88,508)

Net loss		$	(134,546)	$	(88,509)
Other comprehensive income, (net of tax):
Foreign currency translation		1,123		2,853

Other comprehensive income, (net of tax)		1,123		2,853
Total comprehensive loss		$	(133,423)	$	(85,656)
Basic loss per limited partner unit:
Weighted average limited partner units outstanding		51,645		56,678
Net loss per limited partner unit		$	(2.61)	$	(1.56)
Diluted loss per limited partner unit:
Weighted average limited partner units outstanding		51,645		56,678
Net loss per limited partner unit		$	(2.61)	$	(1.56)

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		Total Partners’ Deficit
Balance as of March 28, 2021		56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)
Balance as of December 31, 2021													Balance as of December 31, 2021	56,854	$	(712,714)	$	(7)	$	5,290	$	8,943	$	(698,488)
Net loss	Net loss	—	(58,869)		(1)		—		—		(58,870)		Net loss	—	(88,508)		(1)		—		—		(88,509)

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	188	(1,458)		—		—		—		(1,458)
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	—	(1,979)		—		—		—		(1,979)
Foreign currency translation adjustment, net of tax $(801)		—	—		—		—		(5,686)		(5,686)
Foreign currency translation adjustment, net of tax $(425)													Foreign currency translation adjustment, net of tax $(425)	—	—		—		—		2,853		2,853

Balance as of June 27, 2021		56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)
Balance as of March 27, 2022													Balance as of March 27, 2022	57,042	$	(804,659)	$	(8)	$	5,290	$	11,796	$	(787,581)

Balance as of March 27, 2022		57,042	$	(804,659)	$	(8)	$	5,290	$	11,796	$	(787,581)
Net income		—	50,771		1		—		—		50,772

Balance as of December 31, 2022													Balance as of December 31, 2022	52,563	$	(612,497)	$	(4)	$	5,290	$	15,609	$	(591,602)
Net loss													Net loss	—	(134,545)		(1)		—		—		(134,546)
Repurchase of limited partnership units													Repurchase of limited partnership units	(1,246)	(54,646)		(3)		—		—		(54,649)
Partnership distribution declared ($0.300 per unit)													Partnership distribution declared ($0.300 per unit)	—	(15,568)		—		—		—		(15,568)
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	185	2,255		—		—		—		2,255
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	—	(253)		—		—		—		(253)
Foreign currency translation adjustment, net of tax $982		—	—		—		—		2,819		2,819
Foreign currency translation adjustment, net of tax $656													Foreign currency translation adjustment, net of tax $656	—	—		—		—		1,123		1,123

Balance as of June 26, 2022		57,040	$	(745,680)	$	(7)	$	5,290	$	14,615	$	(725,782)

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)

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

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 March 26, 2023													Balance as of March 26, 2023	51,502	$	(815,254)	$	(8)	$	5,290	$	16,732	$	(793,240)

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					Three months ended
		June 26, 2022		June 27, 2021			March 26, 2023		March 27, 2022
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
CASH FLOWS FOR OPERATING ACTIVITIES						CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	Net loss	$	(37,737)	$	(169,286)	Net loss	$	(134,546)	$	(88,509)
Adjustments to reconcile net loss to net cash from (for) operating activities:
Adjustments to reconcile net loss to net cash for operating activities:						Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization	Depreciation and amortization	58,636		35,445		Depreciation and amortization	13,681		9,599
Loss on early debt extinguishment		—		4

Non-cash foreign currency gain on debt		—		(15,777)

Non-cash foreign currency loss on USD notes						Non-cash foreign currency loss on USD notes	3,756		—
Non-cash equity based compensation expense	Non-cash equity based compensation expense	11,883		9,007		Non-cash equity based compensation expense	5,053		3,658
Non-cash deferred income tax benefit	Non-cash deferred income tax benefit	(2,732)		(2,495)		Non-cash deferred income tax benefit	(6,047)		(13,469)
Net effect of swaps	Net effect of swaps	(21,941)		(7,396)		Net effect of swaps	—		(14,202)

Other non-cash expenses	Other non-cash expenses	17,545		7,330		Other non-cash expenses	4,287		3,802
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	16,465		693
(Increase) decrease in inventories	(Increase) decrease in inventories	(24,573)		677		(Increase) decrease in inventories	(11,550)		(7,107)
(Increase) decrease in tax receivable/accrual		90,123		(19,785)
(Increase) decrease in tax receivable/payable						(Increase) decrease in tax receivable/payable	(24,169)		6,902
(Increase) decrease in other assets	(Increase) decrease in other assets	(16,245)		(14,034)		(Increase) decrease in other assets	(10,421)		(12,620)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	19,722		33,384		Increase (decrease) in accounts payable	9,703		(5,150)
Increase (decrease) in deferred revenue	Increase (decrease) in deferred revenue	109,627		97,157		Increase (decrease) in deferred revenue	35,661		36,173
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	(637)		617		Increase (decrease) in accrued interest	17,259		19,121
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	(29,344)		(29,621)
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	5,447		6,560		Increase (decrease) in other liabilities	3,069		(4,636)
Net cash from (for) operating activities		146,248		(52,981)
Net cash for operating activities						Net cash for operating activities	(107,143)		(95,366)
CASH FLOWS FOR INVESTING ACTIVITIES	CASH FLOWS FOR INVESTING ACTIVITIES					CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(95,790)		(25,491)		Capital expenditures	(54,697)		(33,981)

Proceeds from sale of investment		—		1,405

Net cash for investing activities	Net cash for investing activities	(95,790)		(24,086)		Net cash for investing activities	(54,697)		(33,981)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES						CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on revolving credit loans	Net borrowings on revolving credit loans	90,000		—		Net borrowings on revolving credit loans	170,000		125,000

Term debt payments		(69,000)		—

Repurchase of limited partnership units						Repurchase of limited partnership units	(54,851)		—
Distributions paid to partners						Distributions paid to partners	(15,568)		—
Payment of debt issuance costs	Payment of debt issuance costs	—		(77)		Payment of debt issuance costs	(2,353)		—
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	(2,798)		(5,114)
Other	Other	(1,987)		(1,563)		Other	(253)		(1,980)
Net cash from (for) financing activities		13,887		(6,147)
Net cash from financing activities						Net cash from financing activities	94,177		117,906
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	36		285
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS					CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period		63,810		(84,140)
Net decrease for the period						Net decrease for the period	(67,627)		(11,156)
Balance, beginning of period	Balance, beginning of period	61,119		376,736		Balance, beginning of period	101,189		61,119
Balance, end of period	Balance, end of period	$	124,929	$	292,596	Balance, end of period	$	33,562	$	49,963
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION					SUPPLEMENTAL INFORMATION
Cash payments for interest expense		$	74,345	$	83,937
Cash payments for interest						Cash payments for interest	$	14,154	$	16,469
Interest capitalized	Interest capitalized	1,468		1,150		Interest capitalized	1,747		608
Net cash refunds for income taxes		(78,931)		(10)
Net cash payments (refunds) for income taxes						Net cash payments (refunds) for income taxes	5,351		(10,559)
Capital expenditures in accounts payable	Capital expenditures in accounts payable	14,715		8,302		Capital expenditures in accounts payable	16,274		16,420

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

Table of Contents

CEDAR FAIR, L.P.

INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

~~Impact of COVID-19 Pandemic~~

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

During the second quarter of 2022, 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 2022 operating season at all of our parks. 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. 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~~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,~~2022, which were included in the Form 10-K filed on February ~~18, 2022.~~17, 2023. 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 the process of evaluating the effect these standards will have on the unaudited condensed consolidated financial statements and related disclosures.

~~Table of Contents~~

(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,~~Outside of daily operations, our seasonal parks are open during select weekends, ~~in September and, in~~including at most ~~cases,~~properties 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~~from Memorial Day through Labor Day 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),~~loss, revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other".

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


		Three months ended				Six months ended					Three months ended
(In thousands)	(In thousands)	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021		(In thousands)		March 26, 2023		March 27, 2022
In-park revenues	In-park revenues	$	466,987	$	190,666	$	552,523	$	190,666	In-park revenues		$	68,303	$	85,535
Out-of-park revenues	Out-of-park revenues	59,622		40,833		76,114		50,980		Out-of-park revenues		19,225		16,492
Concessionaire remittance	Concessionaire remittance	(17,118)		(7,362)		(20,311)		(7,767)		Concessionaire remittance		(2,974)		(3,192)
Net revenues	Net revenues	$	509,491	$	224,137	$	608,326	$	233,879	Net revenues		$	84,554	$	98,835

Due to our highly seasonal operations, a substantial portion of our revenues ~~typically~~ are generated ~~during an approximate 130- to 140-day operating season.~~from Memorial Day through Labor Day. 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.~~season associated with that product. The number of uses is estimated based on historical usage adjusted for current

Table of Contents

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~~and to ensure our ~~season pass holders~~passholders 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~~of the validity of its 2020 and 2021 season-long products into calendar year 2022 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~~and all related revenue was recognized by the end of the second quarter of ~~2022 and all related revenue had been recognized. In the second quarter of 2021,~~2022. Canada's Wonderland also extended the validity of its 2020 and 2021 season-long products into calendar year 2022, specifically through Labour Day, or September 5, 2022. All Canada's Wonderland 2020 and 2021 season-long product revenue ~~is expected to be~~was recognized by the

~~Table~~ end of ~~Contents~~

the 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~~$162.7 million of current deferred revenue recorded as of January 1, ~~2022, 91%~~2023, 89% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced resort reservations, advanced ticket sales, prepaid games cards, ~~advanced resort reservations,~~ marina deposits and other deferred revenue. Approximately ~~$84~~$13 million of the current deferred revenue balance as of January 1, ~~2022~~2023 was recognized during the ~~six~~three months ended ~~June~~March 26, ~~2022.~~2023. As of ~~January 1, 2022~~March 26, 2023 and ~~June 26,~~March 27, 2022, we ~~also~~ had recorded ~~$10.0~~$9.5 million and ~~$8.7~~$9.8 million ~~respectively,~~ of non-current deferred revenue, respectively, which largely represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 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~~March 26, ~~2022,~~2023, December 31, ~~2021~~2022 and ~~June~~March 27, ~~2021,~~2022, we recorded a ~~$13.6~~$7.9 million, ~~$5.7~~$5.8 million and ~~$10.8~~$8.0 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. We concluded no indicators of impairment existed during the first three months of 2023 and 2022, respectively. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

~~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.

Table of Contents

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 we 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. Upon termination of the lease, we will close existing park operations and remove the rides and attractions from the land. The annual base rent under the lease initially was $12.2 million and will increase by 2.5% per year. Upon commencement of the lease, we recognized a right-of-use asset and lease liability equal to the annual base rent for the initial six-year term and estimated lease payments totaling $12.8 million 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. We concluded no ~~other~~ indicators of impairment existed during the first ~~six~~three months of ~~2022~~2023 and ~~2021,~~2022, respectively. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

~~Table of Contents~~

~~(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~~then-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.~~impairment. 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.

We concluded no other indicators of impairment existed during the first six 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.

Changes in the carrying value of goodwill for the ~~six~~three months ended ~~June~~March 26, ~~2022~~2023 and ~~June~~March 27, ~~2021~~2022 were:


(In thousands)	Goodwill
Balance as of December 31, 2022	$	263,206

Foreign currency translation	(933)
Balance as of March 26, 2023	$	262,273

Balance as of December 31, 2021	$	267,232

Foreign currency translation	~~(1,244)~~885
Balance as of ~~June 26,~~March 27, 2022	$	~~265,988~~

~~Balance as of December 31, 2020~~	$	~~266,961~~

~~Foreign currency translation~~	~~2,232~~
~~Balance as of June 27, 2021~~	$	~~269,193~~268,117

As of ~~June~~March 26, ~~2022,~~2023, December 31, ~~2021,~~2022, and ~~June~~March 27, ~~2021,~~2022, 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
March 26, 2023								March 26, 2023
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,238	$	—	$	49,238	Trade names	$	48,411	$	(86)	$	48,325
License / franchise agreements	License / franchise agreements	4,295		(3,831)		464		License / franchise agreements	1,243		(861)		382
Total other intangible assets	Total other intangible assets	$	53,533	$	(3,831)	$	49,702	Total other intangible assets	$	49,654	$	(947)	$	48,707

December 31, 2021
December 31, 2022								December 31, 2022
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,515	$	—	$	49,515	Trade names	$	48,619	$	(63)	$	48,556
License / franchise agreements	License / franchise agreements	4,262		(3,783)		479		License / franchise agreements	4,293		(3,899)		394
Total other intangible assets	Total other intangible assets	$	53,777	$	(3,783)	$	49,994	Total other intangible assets	$	52,912	$	(3,962)	$	48,950

June 27, 2021
March 27, 2022								March 27, 2022
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,951	$	—	$	49,951	Trade names	$	49,712	$	—	$	49,712
License / franchise agreements	License / franchise agreements	4,263		(3,463)		800		License / franchise agreements	4,271		(3,798)		473
Total other intangible assets	Total other intangible assets	$	54,214	$	(3,463)	$	50,751	Total other intangible assets	$	53,983	$	(3,798)	$	50,185

1110

Table of Contents

(6) Long-Term Debt:

Long-term debt as of ~~June~~March 26, ~~2022,~~2023, December 31, ~~2021,~~2022, and ~~June~~March 27, ~~2021~~2022 consisted of the following:


(In thousands)	(In thousands)	June 26, 2022		December 31, 2021		June 27, 2021		(In thousands)	March 26, 2023		December 31, 2022		March 27, 2022

Revolving credit facility	Revolving credit facility	$	90,000	$	—	$	—	Revolving credit facility	$	170,000	$	—	$	125,000
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% in 2022; 1.88% YTD 2022 (1)								U.S. term loan averaging 2.56% in 2022; 1.88% YTD 2022 (1)	—		—		264,250
Notes	Notes							Notes
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			2,470,000		2,300,000		2,689,250
Less current portion	Less current portion	—		—		—		Less current portion	—		—		—
		2,585,250		2,564,250		3,014,250			2,470,000		2,300,000		2,689,250
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	(31,725)		(31,845)		(42,174)
		$	2,546,034	$	2,518,936	$	2,960,715		$	2,438,275	$	2,268,155	$	2,647,076

(1) The average interest rates do not reflect the effect of interest rate swap ~~agreements (see~~agreements; see Note 7). The full year 2022 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 ~~term loan~~revolving credit facility and ~~senior secured revolving credit facility. The $750 million~~which included a senior secured term loan facility under the 2017 Credit Agreement matures on April 15, 2024 and, following an amendment in March 2018, bears interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the March 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (the "Second Amendment") to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. In conjunction with the Second Amendment, we prepaid $463.3 million of our outstanding senior secured term loan facility. Following the prepayment, we do not have any 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~~March 26, ~~2022,~~2023, 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~~Secured Overnight Financing Rate ("SOFR") plus 350 basis points ("bps") with a SOFR adjustment of 10 bps ~~or Canadian Dollar Offered Rate ("CDOR") plus 250 bps,~~per annum and a floor of zero, 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, and is collateralized by substantially all of the assets of the Partnership. The senior secured revolving credit facility matures on February 10, 2028, provided that the maturity date will be (x) January 30, 2025 if at least $200 million of the 2025 senior notes remain outstanding as of that date, or (y) January 14, 2027 if at least $200 million of the 2027 senior notes remain outstanding as of that date. Prior to an amendment entered into on February 10, 2023, borrowings under the senior secured revolving credit facility bore interest at London InterBank Offered Rate ("LIBOR") plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps and matured in December 2023. The maximum outstanding revolving credit facility balance during the first three months of 2023 was $170.0 million, and there was $170.0 million outstanding under the revolving credit facility as of March 26, 2023. The 2017 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit. After letters of credit of $19.9 million, we had $110.1 million of availability under our revolving credit facility as of March 26, 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 2017 Credit Agreement, as amended, also provides for~~

During 2022, we made the ~~issuance of documentary and standby letters of credit. After outstanding borrowings of $90.0 million and letters of credit of $15.8 million, we had $194.2~~remaining $264.3 million of ~~available borrowings under our revolving credit~~principal payments on the senior secured term loan facility, ~~as of June 26, 2022.~~fully repaying the term loan facility. Prior to repayment, the term loan facility was scheduled to mature on April 15, 2024 and bore interest at LIBOR plus 175 bps.

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.

~~Table of Contents~~

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.

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.

Table of Contents

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~~calculated as Total First Lien Senior Secured Debt-to-Consolidated ~~EBITDA, which~~EBITDA. The ratio was set at 4.50x through the first quarter of 2023. The ratio will step down to 4.00x infor the second quarter of 2023 and ~~which~~ will step down further to 3.75x infor the third quarter of ~~2023. The 2017 Credit Agreement, as amended, included an Additional Restrictions Period~~2023 and future quarters. This financial covenant is only required 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 ofbe tested at the end of ~~the fourth~~any fiscal quarter ~~of 2021.~~in which revolving credit facility borrowings are outstanding. We were in compliance with the applicable financial covenants under our credit agreement during the ~~six~~three months ended ~~June~~March 26, ~~2022.~~2023.

Our credit agreement and 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~~March 26, ~~2022.~~2023.

(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~~When we use a derivative instrument to hedge exposure to ~~LIBOR~~variable interest 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 March 27, 2022, 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:

~~Table of Contents~~

(In thousands) Balance Sheet Location June 26, 2022 December 31, 2021 June 27, 2021
Derivatives not designated as hedging instruments:
Interest Rate Swaps Other Assets
(Derivative Liability) $ 1,855 $ (20,086) $ (31,690)


(In thousands)	Balance Sheet Location	March 26, 2023		December 31, 2022		March 27, 2022
Derivatives not designated as hedging instruments:

Interest Rate Swaps	Derivative Liability	$	—	$	—	$	(5,884)

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).~~loss.

Table of Contents

(8) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of ~~June~~March 26, ~~2022,~~2023, December 31, ~~2021,~~2022, and ~~June~~March 27, ~~2021~~2022 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	March 26, 2023				December 31, 2022				March 27, 2022
				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	$	366	$	366	$	432	$	432	$	474	$	474
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	—		—		—		—		$	(5,884)	$	(5,884)
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)	$	(260,286)
2024 senior notes		Long-Term Debt (1)	Level 1	—		—		—		—		$	(450,000)	$	(453,938)
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)	$	(987,500)	$	(1,000,000)	$	(985,000)	$	(1,000,000)	$	(1,015,000)
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)	$	(476,875)	$	(500,000)	$	(476,250)	$	(500,000)	$	(493,750)
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)	$	(290,250)	$	(300,000)	$	(291,000)	$	(300,000)	$	(304,500)
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)	$	(456,250)	$	(500,000)	$	(446,250)	$	(500,000)	$	(486,250)

(1)Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of ~~$39.2~~$31.7 million, ~~$45.3~~$31.8 million and ~~$53.5~~$42.2 million as of ~~June~~March 26, ~~2022,~~2023, December 31, ~~2021~~2022 and ~~June~~March 27, ~~2021,~~2022, 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~~March 26, ~~2022,~~2023, December 31, ~~2021~~2022 or ~~June~~March 27, ~~2021.~~2022.

(9) ~~Income (Loss)~~Loss per Unit:

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

Three months ended Six months ended
(In thousands, except per unit amounts) June 26, 2022 June 27, 2021 June 26, 2022 June 27, 2021
Basic weighted average units outstanding 56,760 56,622 56,720 56,588
Effect of dilutive units:
Deferred units 56 — — —
Restricted units 288 — — —
Unit options 23 — — —
Diluted weighted average units outstanding 57,127 56,622 56,720 56,588
Net income (loss) per unit - basic $ 0.89 $ (1.04) $ (0.67) $ (2.99)
Net income (loss) per unit - diluted $ 0.89 $ (1.04) $ (0.67) $ (2.99)


	Three months ended
(In thousands, except per unit amounts)		March 26, 2023		March 27, 2022
Basic weighted average units outstanding		51,645		56,678






Diluted weighted average units outstanding		51,645		56,678
Net loss per unit - basic		$	(2.61)	$	(1.56)
Net loss per unit - diluted		$	(2.61)	$	(1.56)

There were approximately 0.4 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the three months ended June 27, 2021, as their effect would have been anti-dilutive due to the net loss in the period. There were approximately 0.50.6 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for both of the ~~six~~three month periods ended ~~June~~March 26, ~~2022~~2023 and ~~June~~March 27, ~~2021,~~2022 as their effect would have been anti-dilutive due to the net loss in ~~each period.~~the periods.

1413

Table of Contents

(10) Income and Partnership Taxes:

We are subject to publicly traded partnership tax ~~(PTP 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 U.S. refunds were recorded as a receivable as of ~~December 31, 2021 in "Current income tax receivable" within the consolidated balance sheet.~~March 27, 2022.

Additional benefits from the ~~CARES~~Coronavirus Aid, Relief, and Economic Security 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~~As of March 27, 2022, the current portion of the deferral was recorded in "Accrued salaries, wages and benefits" ~~and the non-current portion as of June 27, 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~~The Inflation Reduction Act was signed into law on August 16, 2022 and created a new 15% corporate alternative minimum tax ("CAMT") based on adjusted financial statement income. The effective date 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,~~provision was January 1, 2023. We will not be subject to ~~customary prorations. Concurrently with the sale~~CAMT as our reported earnings for each 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.past three years did not exceed $1 billion.

(11) Partners' Equity:

On August 3, 2022, we announced that our Board of Directors approved a unit repurchase ~~plan~~program authorizing the Partnership to repurchase units for an aggregate ~~purchase price~~amount of not more than $250 million. ~~The~~There were 1.2 million limited partnership units repurchased during the three months ended March 26, 2023 at an average price of $43.84 per limited partner unit for an aggregate amount of $54.6 million. There was $8.0 million of remaining availability under the repurchase program ~~will be~~as of March 26, 2023. We repurchased units representing the remaining availability under the 2022 repurchase program during April 2023. There were no unit repurchases during the three months ended March 27, 2022.

Unit repurchases were subject to Rule 10b-18 of the Securities Exchange Act of 1934. Subject to applicable rules and regulations, we ~~may~~could repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases ~~will be~~were 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~~Partnership was not ~~obligate the Partnership~~obligated to repurchase any minimum dollar amount or specific number of units, and could modify, suspend, or discontinue the program ~~may be modified, suspended, or discontinued~~ at any time.

(12) Subsequent Event:

On May 4, 2023, we announced that our Board of Directors authorized the Partnership to repurchase units for an aggregate amount of not more than $250 million.

Unit repurchases will be subject to Rule 10b-18 of the Securities Exchange Act of 1934. Subject to applicable rules and regulations, we can repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases 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 authorization. The Partnership is not obligated to repurchase any minimum dollar amount or specific number of units, and can modify, suspend, or discontinue the program at any time.

Table of Contents

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

The following discussion and analysis is intended to facilitate an understanding of our business and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q. This discussion should also be read in conjunction with our consolidated financial statements and related notes thereto, and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Annual Report on Form 10-K for the year ended December 31, 2022.

Business ~~Overview:~~Overview and Operations Update:

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~~

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020 ~~had a continuing negative impact in~~and 2021, ~~and may have a longer-term negative effect. On March 14, 2020, we closed~~including closing our properties ~~in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10~~for several months. Each 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.

~~During the second quarter of 2022, all of our properties had~~ opened for the 2022 operating season as planned and without ~~restrictions as planned.~~restrictions. We currently anticipate ~~maintaining full park operating calendars~~continuing to operate without restrictions for the ~~2022~~2023 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~~beyond our knowledge or control, including ~~the duration and severity of the COVID-19 pandemic and~~any future actions taken to contain ~~its spread~~COVID-19 and ~~mitigate its public~~changing risk tolerances of our employees and guests regarding health ~~effects.~~matters.

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~~first quarter of ~~2022,~~2023, 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.~~

~~Table of Contents~~

~~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.2022.

Results of Operations:

We believe the following operational measures are key ~~operational measures~~performance metrics 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. In-park revenues, in-park per capita spending and out-of-park revenues are non-GAAP measures.

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~~arrangements; see Note 3). for a reconciliation of in-park revenues and out-of-park revenues to net revenues.

1715

Table of Contents

~~Six~~Three months ended ~~June~~March 26, ~~2022~~2023 vs. ~~Six~~Three months ended ~~June~~March 27, ~~2021~~2022

~~Due to the effects of the COVID-19 pandemic, the~~Operating results for the ~~six months ended June 26, 2022 were not directly comparable with the~~first quarter typically represent approximately 5% of our full-year net revenues and attendance. First quarter results ~~for the six months ended June 27, 2021.~~include normal off-season operating, maintenance and administrative expenses at our seasonal amusement and water parks, daily operations at Knott's Berry Farm which is open year-round, limited operating days at a few of our seasonal amusement parks, and some out-of-park attractions, including limited hotel operations. The current ~~six-month~~three-month period included ~~838~~161 operating days compared with ~~393~~130 operating days for the ~~six-month~~three-month period ended ~~June~~March 27, ~~2021. In the prior period~~2022. The 31 operating day increase was attributable to additional operating days in January and February at Carowinds, Kings Dominion and California's Great America. These additional days were offset by 12 operating day closures due to ~~the effects of the COVID-19 pandemic, we postponed the opening of~~inclement weather. Of these 12 closed operating days, ten occurred at 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 atCalifornia, Knott's Berry Farm ~~from March 5, 2021 through May 2, 2021.~~and California's Great America. Both parks experienced unusually inclement weather in the current quarter.

The following table presents key financial information for the ~~six~~three months ended ~~June~~March 26, ~~2022~~2023 and ~~June~~March 27, ~~2021:~~2022:


		Six months ended				Increase (Decrease)					Three months ended				Increase (Decrease)
		June 26, 2022		June 27, 2021		$		%			March 26, 2023		March 27, 2022		$		%
		(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	$	84,554	$	98,835	$	(14,281)	(14.4)	%
Operating costs and expenses	Operating costs and expenses	518,644		325,451		193,193		59.4	%	Operating costs and expenses	190,186		171,460		18,726		10.9	%
Depreciation and amortization	Depreciation and amortization	58,636		35,445		23,191		65.4	%	Depreciation and amortization	13,681		9,599		4,082		42.5	%
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	3,636		1,548		2,088		N/M

Gain on sale of investment		—		(2)		2		N/M
Operating income (loss)		$	28,299	$	(130,491)	$	158,790	121.7	%

Operating loss										Operating loss	$	(122,949)	$	(83,772)	$	(39,177)	46.8	%

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	1,059		1,453		(394)		(27.1)	%
In-park per capita spending	In-park per capita spending	$	59.42	55.94		$	3.48	6.2	%	In-park per capita spending	$	64.47	58.86		$	5.61	9.5	%
Out-of-park revenues	Out-of-park revenues	$	76,114	$	50,980	$	25,134	49.3	%	Out-of-park revenues	$	19,225	$	16,492	$	2,733	16.6	%
Operating days	Operating days	838		393		445		113.2	%	Operating days	161		130		31		23.8	%

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~~three months ended ~~June~~March 26, ~~2022,~~2023, net revenues totaled ~~$608.3~~$84.6 million compared with ~~$233.9~~$98.8 million for the ~~six~~three months ended ~~June~~March 27, ~~2021.~~2022. The ~~increase~~decrease in net revenues ~~was attributable to~~reflected the impact of a ~~445 operating day~~0.4 million-visit decrease in attendance partially offset by a 9.5% increase in ~~the current period resulting in a 5.9 million-visit increase in attendance~~in-park per capita spending to $64.47, and a ~~$25.1~~16.6%, or $2.7 million, increase in out-of-park revenues. ~~In-park~~The decrease in attendance was largely due to inclement weather significantly impacting approximately 30% of year-to-date 2023 operating days, as well as additional prior period season pass visitation attributable to the extension of 2020 and 2021 season-long products at Knott's Berry Farm through May 2022. The decrease in attendance was somewhat offset by incremental attendance related to additional operating days at select parks. The increase in in-park per capita spending ~~for the six months ended June 26, 2022 increased 6.2%~~was attributable to ~~$59.42, which represented~~ higher levels of guest spending inon admissions and food and ~~beverage.~~beverage and merchandise products. The increase in admissions spending was driven by higher pricing, a lower season pass mix and an increase in revenue recognized per season pass visit. The increase in food and beverage and merchandise spending was primarily driven by an increase in average transactions per guest. The increase in out-of-park revenues was attributable to the reopening of Castaway Bay Resort and Sawmill Creek Resort at Cedar Point following temporary closures for renovations, offset somewhat by a decrease in out-of-park revenues at Knott's Berry Farm which was impacted by inclement weather. The decrease in net revenues ~~included a $1.1 million unfavorable impact of~~was not materially impacted by foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the ~~six~~three months ended ~~June~~March 26, ~~2022~~2023 increased to ~~$518.6~~$190.2 million from ~~$325.5~~$171.5 million for the ~~six~~three months ended ~~June~~March 27, ~~2021.~~2022. This was the result of a ~~$34.1 million increase in cost of goods sold, a $130.2~~$13.5 million increase in operating expenses and a ~~$29.0~~$5.7 million increase in selling, general and administrative ("SG~~&A expense, all~~&A") expenses partially offset by a $0.4 million decrease in cost of ~~which were largely the result of the 445 operating day increase in the current period.~~goods sold. The ~~majority of the $130.2 million~~ increase in operating expenses was ~~attributable~~primarily due to the ~~increase~~timing of maintenance supply and labor costs in preparation for the 2023 operating ~~days. Additionally,~~season, incremental land lease and property tax costs associated with the ~~increase in operating expenses was due to an increase in full-time wages primarily related~~sale-leaseback of the land at California's Great America, and increased health benefit costs attributable to a planned increase in associate head count. The increase in SG&A expenses was attributable to higher full-time wages driven by a planned increase in associate head count ~~at select parks~~ and equity compensation expense, and to a lesser extent, an increase in ~~seasonal labor rate.~~advertising costs partially attributable to more operating days during the first quarter of 2023. Cost of goods sold decreased as a result of less sales volume. Cost of goods sold as a percentage of food, merchandise and games revenue increased approximately 3%. The increase in operating costs and expenses included a ~~$0.8~~$0.6 million favorable impact of foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the ~~six~~three months ended ~~June~~March 26, ~~2022~~2023 increased ~~$23.2~~$4.1 million compared with the ~~six~~three months ended ~~June~~March 27, ~~2021~~2022 due ~~primarily~~ to the ~~445 operating day increase in~~reduction of the ~~current period. We recognize depreciation expense over~~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, and a higher percentage of total planned operating days ~~for~~in the ~~majority~~first quarter of ~~our assets.~~2023 compared with the percentage of total planned operating days in the first quarter of

Table of Contents

2022. 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~~loss for the ~~six~~three months ended ~~June~~March 26, ~~2022~~2023 totaled ~~$28.3~~$122.9 million compared with ~~an operating loss of $130.5~~$83.8 million for the ~~six~~three months ended ~~June~~March 27, ~~2021.~~2022.

Interest expense for the ~~six~~three months ended ~~June~~March 26, ~~2022~~2023 decreased ~~$11.8~~$6.0 million ~~due~~as a result of the repayment of our senior secured term loan facility and the related termination of our interest rate swap agreements during the third quarter of 2022. Prior to the ~~redemption~~termination of our interest rate swaps, the ~~2024 senior notes in December 2021. The~~ net effect of our swaps resulted in a benefit to earnings of ~~$21.9~~$14.2 million for the ~~six~~three months ended ~~June 26,~~March 27, 2022 ~~compared with a $7.4 million benefit to earnings for the six months ended June 27, 2021. The difference was attributable to~~representing the change in fair value of our swap portfolio. During the current period, we ~~also~~ recognized a ~~$9.9~~$4.0 million net charge to earnings for foreign currency gains and losses ~~compared with a $16.9 million net benefit for the six months ended~~

~~Table of Contents~~

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

During the ~~six~~three months ended ~~June~~March 26, ~~2022,~~2023, a ~~provision~~benefit for taxes of ~~$0.2~~$24.1 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~~$19.2 million for the ~~six~~three months ended ~~June~~March 27, ~~2021.~~2022. The ~~difference~~increase in ~~provision~~benefit for taxes was primarily attributable to a ~~lower~~higher pretax loss from our taxable subsidiaries in the current period.

After the items above, net loss for the ~~six~~three months ended ~~June~~March 26, ~~2022~~2023 totaled ~~$37.7~~$134.5 million, or ~~$0.67~~$2.61 per diluted limited partner unit, compared with ~~a net loss of $169.3~~$88.5 million, or ~~$2.99 per diluted limited partner unit, for the six months ended June 27, 2021.~~

For the six months ended June 26, 2022, Adjusted EBITDA totaled $102.1 million compared with an Adjusted EBITDA loss of $81.9 million for the six 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, 2019~~

As described above, the results for the six months ended June 26, 2022 were not directly comparable with the results for the six 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 six 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 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. The current six-month period included 838 operating days compared with a total of 827 operating days for the six-month period ended June 30, 2019. Of the 838 current period operating days, 105 operating days were at the Schlitterbahn parks. Excluding the Schlitterbahn parks, operating days for the six months ended June 26, 2022 decreased 94 operating days compared with the six 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 six months ended June 26, 2022 and June 30, 2019:~~

Six months ended Increase (Decrease)
June 26, 2022 June 30, 2019 $ %
(Amounts in thousands, except per capita and operating days)
Net revenues $ 608,326 $ 503,167 $ 105,159 20.9 %
Operating costs and expenses 518,644 414,880 103,764 25.0 %
Depreciation and amortization 58,636 69,493 (10,857) (15.6) %
Loss on impairment / retirement of fixed assets, net 2,747 2,106 641 N/M
Gain on sale of investment — (617) 617 N/M
Operating income $ 28,299 $ 17,305 $ 10,994 63.5 %
Other Data:
Adjusted EBITDA (1)
$ 102,137 $ 94,903 $ 7,234 7.6 %
Attendance 9,299 9,675 (376) (3.9) %
In-park per capita spending (2)
$ 59.42 $ 47.09 $ 12.33 26.2 %
Out-of-park revenues (2)
$ 76,114 $ 64,105 $ 12,009 18.7 %
Operating days 838 827 11 1.3 %

~~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 $455.6 million and $16.5 million, respectively, for the six months ended June 30, 2019.

For the six months ended June 26, 2022, net revenues totaled $608.3 million compared with $503.2 million for the six months ended June 30, 2019. The increase in net revenues reflected the impact of a 26% increase in in-park per capita spending to $59.42 for the six months ended June 26, 2022, a 19%, or $12.0 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 a 4%, or 0.4 million-visit decline in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories,

~~Table of Contents~~

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, 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.

Operating costs and expenses for the six months ended June 26, 2022 increased $103.8 million compared with the six months ended June 30, 2019. This was the result of a $12.5 million increase in cost of goods sold, a $76.3 million increase in operating expenses and a $14.9 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 attributable to 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. The increase in SG&A expense was largely 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 six months ended June 26, 2022 decreased $10.9 million compared with the six months ended June 30, 2019 due primarily to the change in estimated useful lives of a long-lived asset at Kings Dominion and a long-lived asset at California's Great America in 2019. The loss on impairment / retirement of fixed assets for the six 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 six months ended June 26, 2022 totaled $28.3 million compared with $17.3 million for the six months ended June 30, 2019.~~

Interest expense for the six months ended June 26, 2022 increased $34.5 million compared with the six 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 $21.9 million for the six months ended June 26, 2022 compared with a $17.2 million charge to earnings for the six 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 $9.9 million net charge to earnings for foreign currency gains and losses compared with an $18.1 million net benefit for the six 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 six months ended June 26, 2022, a provision for taxes of $0.2 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of $5.3 million for the six months ended June 30, 2019. The variance in provision for taxes was primarily attributable to a decrease in the pretax loss from our taxable subsidiaries.

After the items above, net loss for the six months ended June 26, 2022 totaled $37.7 million, or $0.67 per diluted limited partner unit, compared with a net loss of $20.4 million, or $0.36 per diluted limited partner unit, for the six months ended June 30, 2019.

For the six months ended June 26, 2022, Adjusted EBITDA totaled $102.1 million compared to $94.9 million for the six 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.

~~Table of Contents~~

~~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

~~Table of Contents~~

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~~$1.56 per diluted limited partner unit, for the three months ended ~~June~~March 27, ~~2021.~~2022.

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. 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. 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 loss for the three-month periods ended March 26, 2023 and March 27, 2022.


	Three months ended
(In thousands)		March 26, 2023		March 27, 2022
Net loss		$	(134,546)	$	(88,509)
Interest expense		32,129		38,123
Interest income		(514)		(42)
Benefit for taxes		(24,090)		(19,150)
Depreciation and amortization		13,681		9,599
EBITDA		(113,340)		(59,979)

Net effect of swaps		—		(14,202)
Non-cash foreign currency loss		3,703		14
Non-cash equity compensation expense		5,053		3,658
Loss on impairment / retirement of fixed assets, net		3,636		1,548





Other (1)		(116)		545
Adjusted EBITDA		$	(101,064)	$	(68,416)

(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 and related benefits. This balance also includes unrealized gains and losses on short-term investments.

For the three months ended ~~June~~March 26, ~~2022,~~2023, 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

~~Table of Contents~~

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 bothloss 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~~$32.6 million compared with the three months ended ~~June 30, 2019. This~~March 27, 2022. The Adjusted EBITDA loss 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 relatedgreater due to a ~~planned increase~~decrease 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 offsetnet revenues driven by a decline in ~~advertising costs driven~~attendance, which was impacted by ~~a more efficient marketing program.~~

~~Depreciation~~unusually inclement weather in California, 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 for maintenance, labor ~~costs.~~

~~July Update~~

~~Due to~~and incremental land lease and property tax costs associated with the ~~effects~~sale-leaseback 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 daysland at ~~some of our properties.~~California's Great America.

2317

Table of Contents

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~~partnership distributions, income tax ~~obligations.~~

~~We expect to fund our 2022 liquidity needs with cash from operating activities~~obligations, and ~~borrowings from our revolving credit facility.~~recently, limited partnership unit repurchases. As of ~~June~~March 26, ~~2022,~~2023, we had cash on hand of ~~$124.9~~$33.6 million and ~~$194.2 million of available borrowings~~availability under our revolving credit ~~facility.~~facility of $110.1 million. Based on this level of liquidity, we concluded that we will have sufficient liquidity to satisfy our obligations at least through the third 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.~~2024.

Management ~~has been~~is focused on driving profitable and sustainable growth in the business, ~~reducing the Partnership's outstanding debt, reinstating the quarterly Partnership distribution,~~while maintaining a strong balance sheet and ~~accelerating the return of~~returning capital to our unitholders. We expect to invest between $185 million and $200 million ~~and $215 million~~ in ~~total~~ capital expenditures for the ~~2022~~2023 operating season, which includes large-scale updates to major sections of our parks, new roller coasters and other rides and attractions, upgraded and expanded food and beverage facilities, the ~~completion~~renovation of ~~several resort renovation projects, investments~~the Knott's Berry Farm Hotel and major events to ~~expand our~~celebrate two 50-year park ~~offerings and develop new revenue centers, and technology enhancements, such as cashless parks, touch-free transactions and labor management tools. In December 2021, we made progress towards our goal~~anniversaries. We paid a partnership distribution of ~~reducing our outstanding debt by redeeming $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). In addition, we made a $69.0 million payment~~$0.30 per limited partner unit on ~~our outstanding senior secured term loan facility during the second quarter of 2022.~~March 21, 2023. On ~~August 3, 2022,~~May 4, 2023, 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 15, 2022. This represents~~June 21, 2023 to unitholders of record on June 7, 2023. In August 2022, 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~~program authorizing the Partnership to repurchase units for an aggregate ~~purchase price~~amount of not more than $250 million. ~~The unit~~As of April 12, 2023, we repurchased all remaining availability under the August 2022 repurchase program ~~will be subject to Rule 10b-18~~resulting in a total of ~~the Securities Exchange Act~~6.0 million units having been repurchased since August 2022 at an average price of ~~1934. Subject to applicable rules and regulations,~~$41.93 per limited partner unit. On May 4, 2023, we ~~may repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing~~announced that our Board 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 obligateDirectors authorized the Partnership to repurchase ~~any minimum dollar~~units for an additional aggregate amount ~~or specific number~~ of ~~units,~~not more than $250 million. See Note 11 and ~~the program may be modified, suspended, or discontinued at any time.~~Note 12 for additional information.

We anticipate ~~$150 million in annual~~ cash interest ~~for 2022~~payments between $130 million and $140 million during 2023 of which ~~75%~~approximately 70% of the payments will 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~~$50 million to $55 million ~~exclusive of these tax refunds.~~in 2023.

As of ~~June~~March 26, ~~2022,~~2023, deferred revenue totaled ~~$306.7~~$208.1 million, including non-current deferred revenue. This represented ~~an increase~~a decrease of ~~$72.6~~$26.0 million ~~since~~compared with total deferred revenue as of March 27, 2022. The ~~increase~~decrease in total deferred revenue was largely attributable to ~~sales~~approximately $20 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 into ~~the most significant months of operation for~~ the 2022 operating season.

~~On June~~ Excluding the prior period deferred revenue associated with product extensions, deferred revenue decreased $6.0 million, or 3%, as of March 26, 2023 compared with deferred revenue as of March 27, ~~2022,~~2022. The $6.0 million decrease was primarily attributable to a decline in season-long product sales and a change in the ~~Partnership sold the land at California's Great America for a cash purchase price~~timing of ~~$310 million, subject to customary prorations. The proceeds are to be used to accelerate progress on the strategic priorities described above; see~~ ~~Note 11~~.sponsorship revenue billing.

Operating Activities

Net cash ~~from~~for operating activities for the first ~~six~~three months of ~~2022~~2023 totaled ~~$146.2~~$107.1 million, an increase of ~~$199.2~~$11.8 million compared with ~~net cash for operating activities for~~ the same period in the prior year. The increase in net cash ~~from~~for operating activities was primarily attributable to fewer sales due to inclement weather in California somewhat offset by the ~~delayed opening~~timing of ~~our parks in the prior period to May 2021 resulting in less cash generated in the first six months of 2021.~~payments for supplies and inventory.

Investing Activities

Net cash for investing activities for the first ~~six~~three months of ~~2022~~2023 totaled ~~$95.8~~$54.7 million, an increase of ~~$71.7~~$20.7 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~~the timing of capital ~~spending for 2021 to retain liquidity following the impacts of the COVID-19 pandemic.~~expenditures.

Financing Activities

Net cash from financing activities for the first ~~six~~three months of ~~2022~~2023 totaled ~~$13.9~~$94.2 million, ~~an increase~~a decrease of ~~$20.0~~$23.7 million compared with ~~net cash for financing activities for~~ the same period in the prior year. The ~~variance~~decrease was primarily attributable to ~~$90 million~~repurchases of limited partnership units and a $0.30 per unit partnership distribution in the current quarter somewhat offset by additional borrowings onunder our revolving credit ~~facility offset by a $69 million payment of term debt in the current period. We utilized cash on hand from senior notes issued in 2020 to fund our operations in the first six months of 2021.~~

~~Table of Contents~~

facility.

Contractual Obligations

As of ~~June~~March 26, ~~2022,~~2023, 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.

Table of Contents

•$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.

•$90170 million of 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~~SOFR plus 350 bps ~~or Canadian Dollar Offered Rate ("CDOR") plus 250~~with a SOFR adjustment of 10 bps per annum and a floor of zero, and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the credit facilities. The senior secured revolving credit facility ~~is scheduled to mature in December 2023.~~matures on February 10, 2028, provided that the maturity date will be (x) January 30, 2025 if at least $200 million of the 2025 senior notes remain outstanding as of that date, or (y) January 14, 2027 if at least $200 million of the 2027 senior notes remain outstanding as of that date. 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~~March 26, ~~2022,~~2023, we had ~~$194.2~~$110.1 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 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 under our senior secured term loan facility after the impact of interest rate swap agreements. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of 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.

~~Table of Contents~~

Table of Contents

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

As discussed within the Long-Term Debt footnote at Note 6, we had four tranches of fixed rate senior notes outstanding at ~~June~~March 26, ~~2022:~~2023: 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~~registered 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~~$14.2 million and ~~$14.0~~$14.3 million as of ~~June~~March 26, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

2620

Table of Contents


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 Subsidiary)		Guarantor Subsidiaries
Balance as of June 26, 2022
Balance as of March 26, 2023												Balance as of March 26, 2023

Current Assets	Current Assets	$	1,120	$	26,170	$	60,269	$	606,349	$	1,420,273	Current Assets	$	218	$	45,938	$	30,350	$	406,181	$	1,423,591

Non-Current Assets	Non-Current Assets	(216,327)		1,417,172		546,320		2,453,781		1,728,623		Non-Current Assets	(430,592)		1,476,450		560,565		2,258,784		1,852,064

Current Liabilities	Current Liabilities	359,584		1,067,613		279,034		335,066		91,478		Current Liabilities	210,293		1,308,158		226,166		265,619		108,591

Non-Current Liabilities	Non-Current Liabilities	147,479		1,122		23,179		2,412,813		96,766		Non-Current Liabilities	148,167		1,694		13,452		2,305,450		156,606

Balance as of December 31, 2021
Balance as of December 31, 2022												Balance as of December 31, 2022

Current Assets	Current Assets	$	517	$	97,221	$	96,042	$	572,865	$	1,187,211	Current Assets	$	507	$	32,194	$	82,860	$	409,869	$	1,400,403

Non-Current Assets	Non-Current Assets	(138,126)		1,647,952		540,332		2,368,737		2,145,307		Non-Current Assets	(202,160)		1,583,510		563,637		2,214,189		1,870,827

Current Liabilities	Current Liabilities	410,779		1,331,130		29,050		227,483		58,949		Current Liabilities	237,793		1,247,618		261,744		213,669		103,436

Non-Current Liabilities	Non-Current Liabilities	147,021		21,274		24,043		2,385,100		97,803		Non-Current Liabilities	147,937		1,238		14,142		2,135,550		159,493

Six Months Ended June 26, 2022
Net revenues $ 10,707 $ 162,706 $ 43,866 $ 645,836 $ 138,809
Operating income (loss) 9,109 (96,464) 9,548 62,003 44,423
Net (loss) income (37,305) (28,212) 422 — 22,426
Twelve Months Ended December 31, 2021
Net revenues $ 35,908 $ 363,340 $ 75,353 $ 1,449,022 $ 344,778
Operating income (loss) 31,808 (156,079) 12,545 136,844 124,405
Net (loss) income (46,741) (34,647) 1,967 — 62,586

(1) With respect to the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other guarantor subsidiaries that have been presented on a combined basis, the following additional intercompany balances and transactions between Millennium and such other guarantor entities would be eliminated: Current Assets and Current Liabilities - $13.2 million as of June 26, 2022 and $13.4 million as of December 31, 2021; Non-Current Assets - $2,338.6 million as of June 26, 2022 and $2,254.9 million as of December 31, 2021; and Net revenues - $46.9 million as of June 26, 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.



Three Months Ended March 26, 2023


Net revenues	$	56	$	4,273	$	186	$	78,397	$	16,476


Operating (loss) income	(25,873)		(90,821)		(9,084)		28,402		(25,453)


Net loss	(134,359)		(104,112)		(20,435)		—		(32,652)

Twelve Months Ended December 31, 2022


Net revenues	$	210,192	$	522,915	$	179,180	$	2,174,828	$	320,682


Operating income (loss)	207,251		(116,440)		80,880		124,469		224,675


Net income	308,808		141,776		65,665		—		216,578

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 general economic conditions, 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.

2721

Table of Contents

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~~March 26, ~~2022, on an adjusted basis after giving effect to the impact of interest rate swap agreements,~~2023, all of our outstanding long-term debt represented fixed-rate debt except for revolving credit borrowings. Assuming the daily average balance over the past twelve months on revolving credit borrowings of approximately ~~$50.4~~$52.9 million, a hypothetical 100 bps increase in 30-day ~~LIBOR~~SOFR 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~~$7.8 million decrease in annual operating income for the trailing twelve months ended ~~June~~March 26, ~~2022.~~2023.

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~~March 26, ~~2022,~~2023, 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~~March 26, ~~2022.~~2023.

(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~~March 26, ~~2022~~2023 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.~~2022.

~~Table of Contents~~

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~~March 26, ~~2022:~~2023:

(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 — $ —

Table of Contents


	(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)
January 1 - January 31	488,188	$	42.19	488,188	$	42,020,660
February 1 - February 28	408,438	$	44.65	357,810	$	26,126,272
March 1 - March 26	400,490	$	45.34	400,490	$	7,969,134
Total	1,297,116	$	43.94	1,246,488	$	7,969,134

(1)All units purchased were either repurchased pursuant to our unit repurchase program described in Footnote 2, or units ~~were~~ reacquired by the Partnership in satisfaction of tax obligations related to the vesting of restricted units which were granted under the Partnership's Omnibus Incentive Plan.

(2)On August 3, 2022, we announced that our Board of Directors approved a unit repurchase ~~plan~~program authorizing the Partnership to repurchase units for an aggregate ~~purchase price~~amount of not more than $250 million. ~~No limit was placed on~~On May 4, 2023, we announced that our Board of Directors authorized the ~~duration~~Partnership to repurchase units for an additional aggregate amount of ~~the repurchase program.~~not more than $250 million. See Note 11 ~~for additional information.~~and Note 12.

ITEM 6. EXHIBITS


Exhibit ~~(10.1)~~10.1						~~Contract~~2016 Omnibus Incentive Plan Form of ~~Sale,~~Restricted Unit Award Declaration (2023 Employment Agreement Version).

Exhibit 10.2						2016 Omnibus Incentive Plan Form of Restricted Unit Award Declaration (2023 Severance Plan Version).

Exhibit 10.3						2016 Omnibus Incentive Plan Form of Performance Unit Award Agreement (2023 Employment Agreement Version).

Exhibit 10.4						2016 Omnibus Incentive Plan Form of Performance Unit Award Declaration (2023 Severance Plan Version).

Exhibit 10.5						Amendment No. 6, dated ~~June 27, 2022, entered into by~~February 10, 2023, to the Amended and ~~between California’s Great America, LLC~~Restated Credit Agreement, dated April 13, 2017, among Cedar Fair, L.P., Magnum, Cedar Canada and ~~Prologis, L.P.~~Millennium, as borrowers, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties thereto. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on ~~June 27, 2022.~~February 10, 2023.

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~~March 26, ~~2022~~2023 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Income (Loss),~~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~~March 26, ~~2022~~2023 formatted in Inline XBRL (included as Exhibit 101).

2923

Table of Contents

SIGNATURES

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


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~August 3, 2022~~May 4, 2023	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	~~August 3, 2022~~May 4, 2023	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

3024


Note 1	~~Description of the Business and~~ Significant Accounting Policies	8
Note 2	Interim Reporting	98
Note 3	Revenue Recognition	98
Note 4	Long-Lived Assets	109
Note 5	Goodwill and Other Intangible Assets	1110
Note 6	Long-Term Debt	1211
Note 7	Derivative Financial Instruments	1312
Note 8	Fair Value Measurements	1413
Note 9	~~Income (Loss)~~Loss per Unit	1413
Note 10	Income and Partnership Taxes	1514
Note 11	~~Subsequent Events~~Partners' Equity	1514
Note 12	Subsequent Event	14



Six Months Ended June 26, 2022


Net revenues	$	10,707	$	162,706	$	43,866	$	645,836	$	138,809


Operating income (loss)	9,109		(96,464)		9,548		62,003		44,423


Net (loss) income	(37,305)		(28,212)		422		—		22,426

Twelve Months Ended December 31, 2021


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


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


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