Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 10, 2023 | Jun. 24, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-9444 | ||
Entity Registrant Name | CEDAR FAIR, L.P. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 34-1560655 | ||
Entity Address, Address Line One | One Cedar Point Drive | ||
Entity Address, City or Town | Sandusky | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44870-5259 | ||
City Area Code | 419 | ||
Local Phone Number | 626-0830 | ||
Title of 12(b) Security | Depositary Units (RepresentingLimited Partner Interests) | ||
Trading Symbol | FUN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,404,874,220 | ||
Entity Common Stock, Shares Outstanding | 51,930,650 | ||
Documents Incorporated by Reference | Part III of this Form 10-K incorporates by reference certain information from the Registrant's definitive proxy statement to be used in connection with its annual meeting of limited partner unitholders to be held in May 2023. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000811532 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Location | Cleveland, Ohio |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 101,189 | $ 61,119 |
Receivables | 70,926 | 62,109 |
Inventories | 45,297 | 32,113 |
Prepaid insurance | 12,570 | 10,914 |
Current income tax receivable | 0 | 84,051 |
Other current assets | 13,777 | 13,335 |
Total current assets | 243,759 | 263,641 |
Property and Equipment: | ||
Land | 287,968 | 443,190 |
Land improvements | 492,324 | 486,014 |
Buildings | 930,850 | 855,297 |
Rides and equipment | 2,030,640 | 1,986,235 |
Construction in progress | 75,377 | 57,666 |
Total property and equipment, gross | 3,817,159 | 3,828,402 |
Less accumulated depreciation | (2,234,800) | (2,117,659) |
Total property and equipment, net | 1,582,359 | 1,710,743 |
Goodwill | 263,206 | 267,232 |
Other Intangibles, net | 48,950 | 49,994 |
Right-of-Use Asset | 92,966 | 16,294 |
Other Assets | 4,657 | 5,116 |
Assets | 2,235,897 | 2,313,020 |
Current Liabilities: | ||
Accounts payable | 54,983 | 53,912 |
Deferred revenue | 162,711 | 187,599 |
Accrued interest | 32,173 | 32,011 |
Accrued taxes | 35,329 | 9,075 |
Accrued salaries, wages and benefits | 53,332 | 53,833 |
Self-insurance reserves | 27,766 | 24,573 |
Other accrued liabilities | 30,678 | 20,511 |
Total current liabilities | 396,972 | 381,514 |
Deferred Tax Liability | 69,412 | 66,483 |
Derivative Liability | 0 | 20,086 |
Lease Liability | 81,757 | 13,345 |
Other Liabilities | 11,203 | 11,144 |
Long-Term Debt: | ||
Term debt | 0 | 258,391 |
Notes | 2,268,155 | 2,260,545 |
Total long-term debt | 2,268,155 | 2,518,936 |
Partners’ Deficit: | ||
Special L.P. interests | 5,290 | 5,290 |
General partner | (4) | (7) |
Limited partners, 52,563 and 56,854 units outstanding as of December 31, 2022 and December 31, 2021, respectively | (612,497) | (712,714) |
Accumulated other comprehensive income | 15,609 | 8,943 |
Total partners' equity | (591,602) | (698,488) |
Total Partners' Equity and Liabilities | $ 2,235,897 | $ 2,313,020 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Limited partners, units outstanding (in shares) | 52,562,832 | 56,854,214 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net revenues: | |||
Net revenues | $ 1,817,383,000 | $ 1,338,219,000 | $ 181,555,000 |
Costs and expenses: | |||
Operating expenses | 864,304,000 | 698,242,000 | 347,782,000 |
Selling, general and administrative | 260,592,000 | 219,758,000 | 108,118,000 |
Depreciation and amortization | 153,274,000 | 148,803,000 | 157,549,000 |
Loss on impairment / retirement of fixed assets, net | 10,275,000 | 10,486,000 | 8,135,000 |
Loss on impairment of goodwill and other intangibles | 0 | 0 | 103,999,000 |
Gain on sale of land | (155,250,000) | 0 | 0 |
Loss (gain) on other assets | 0 | 129,000 | (11,000) |
Total costs and expenses | 1,297,441,000 | 1,189,884,000 | 753,563,000 |
Operating income (loss) | 519,942,000 | 148,335,000 | (572,008,000) |
Interest expense | 151,940,000 | 184,032,000 | 150,669,000 |
Net effect of swaps | (25,641,000) | (19,000,000) | 15,849,000 |
Loss on early debt extinguishment | 1,810,000 | 5,909,000 | 2,262,000 |
Loss (gain) on foreign currency | 23,784,000 | 6,177,000 | (12,183,000) |
Other income | (3,608,000) | (300,000) | (447,000) |
Income (loss) before taxes | 371,657,000 | (28,483,000) | (728,158,000) |
Provision (benefit) for taxes | 63,989,000 | 20,035,000 | (137,915,000) |
Net income (loss) | 307,668,000 | (48,518,000) | (590,243,000) |
Net income (loss) allocated to general partner | 3,000 | 0 | (6,000) |
Net income (loss) allocated to limited partners | 307,665,000 | (48,518,000) | (590,237,000) |
Other comprehensive income (loss), (net of tax): | |||
Foreign currency translation | 6,666,000 | 6,344,000 | (7,147,000) |
Other comprehensive income (loss), (net of tax) | 6,666,000 | 6,344,000 | (7,147,000) |
Total comprehensive income (loss) | $ 314,334,000 | $ (42,174,000) | $ (597,390,000) |
Basic income (loss) per limited partner unit: | |||
Weighted average limited partner units outstanding (in shares) | 55,825 | 56,610 | 56,476 |
Net income (loss) per limited partner unit (in dollars per share) | $ 5.51 | $ (0.86) | $ (10.45) |
Diluted income (loss) per limited partner unit: | |||
Weighted average limited partner units outstanding (in shares) | 56,414 | 56,610 | 56,476 |
Net income (loss) per limited partner unit (in dollars per share) | $ 5.45 | $ (0.86) | $ (10.45) |
Admissions | |||
Net revenues: | |||
Net revenues | $ 925,903,000 | $ 674,799,000 | $ 67,852,000 |
Food, merchandise and games | |||
Net revenues: | |||
Net revenues | 602,603,000 | 432,513,000 | 76,921,000 |
Costs and expenses: | |||
Cost of food, merchandise and games revenues | 164,246,000 | 112,466,000 | 27,991,000 |
Accommodations, extra-charge products and other | |||
Net revenues: | |||
Net revenues | $ 288,877,000 | $ 230,907,000 | $ 36,782,000 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, value | $ (698,488) | $ (666,437) | $ (9,966) |
Net income (loss) | 307,668 | (48,518) | (590,243) |
Partnership distribution declared | $ (33,455) | (53,020) | |
Limited partnership units related to equity-based compensation (in shares) | 343,511 | ||
Limited partnership units related to equity-based compensation | $ 15,452 | 11,050 | (4,721) |
Tax effect of units involved in treasury unit transactions | (2,064) | (927) | (1,490) |
Foreign currency translation | $ 6,666 | $ 6,344 | (7,147) |
Other | $ 150 | ||
Repurchase of limited partnership units (in shares) | (4,500,000) | 0 | 0 |
Repurchase of limited partnership units | $ (187,381) | ||
Ending balance, value | $ (591,602) | $ (698,488) | $ (666,437) |
Limited Partners’ Deficit | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, units (in shares) | 56,854,000 | 56,706,000 | 56,666,000 |
Beginning balance, value | $ (712,714) | $ (674,319) | $ (25,001) |
Net income (loss) | 307,665 | $ (48,518) | (590,237) |
Partnership distribution declared | $ (33,455) | $ (53,020) | |
Limited partnership units related to equity-based compensation (in shares) | 248,000 | 148,000 | 40,000 |
Limited partnership units related to equity-based compensation | $ 15,452 | $ 11,050 | $ (4,721) |
Tax effect of units involved in treasury unit transactions | $ (2,064) | $ (927) | (1,490) |
Other | $ 150 | ||
Repurchase of limited partnership units (in shares) | (4,539,000) | ||
Repurchase of limited partnership units | $ (187,381) | ||
Ending balance, units (in shares) | 52,563,000 | 56,854,000 | 56,706,000 |
Ending balance, value | $ (612,497) | $ (712,714) | $ (674,319) |
General Partner’s Deficit | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, value | (7) | (7) | (1) |
Net income (loss) | 3 | (6) | |
Ending balance, value | (4) | (7) | (7) |
Special L.P. Interests | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, value | 5,290 | 5,290 | 5,290 |
Ending balance, value | 5,290 | 5,290 | 5,290 |
Accumulated Other Comprehensive Income (Loss) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, value | 8,943 | 2,599 | 9,746 |
Foreign currency translation | 6,666 | 6,344 | (7,147) |
Ending balance, value | $ 15,609 | $ 8,943 | $ 2,599 |
CONSOLIDATED STATEMENTS OF PA_2
CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Partners' Capital [Abstract] | |||
Partnership distribution declared, per unit (in dollars per share) | $ 0.600 | $ 0.935 | |
Foreign currency translation adjustment, tax | $ 2,082 | $ (154) | $ (546) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES | |||
Net income (loss) | $ 307,668,000 | $ (48,518,000) | $ (590,243,000) |
Adjustments to reconcile net income (loss) to net cash from (for) operating activities: | |||
Depreciation and amortization | 153,274,000 | 148,803,000 | 157,549,000 |
Loss on early debt extinguishment | 1,810,000 | 5,909,000 | 2,262,000 |
Loss on impairment of goodwill and other intangibles | 0 | 0 | 103,999,000 |
Non-cash foreign currency loss (gain) on USD notes | 23,274,000 | 5,986,000 | (9,344,000) |
Non-cash equity-based compensation expense | 20,589,000 | 15,431,000 | (209,000) |
Non-cash deferred income tax expense (benefit) | 4,385,000 | 26,888,000 | (41,933,000) |
Net effect of swaps | (25,641,000) | (19,000,000) | 15,849,000 |
Gain on sale of land before cash closing costs | (159,405,000) | 0 | 0 |
Other non-cash expenses | 16,917,000 | 21,005,000 | 14,547,000 |
Change in operating assets and liabilities: | |||
(Increase) decrease in receivables | (9,117,000) | (27,651,000) | 28,729,000 |
(Increase) decrease in inventories | (13,400,000) | 15,384,000 | (14,499,000) |
(Increase) decrease in tax receivable/payable | 110,511,000 | (16,602,000) | (97,488,000) |
(Increase) decrease in other assets | 5,595,000 | 1,928,000 | (12,180,000) |
Increase (decrease) in accounts payable | (8,721,000) | 34,515,000 | (9,917,000) |
Increase (decrease) in deferred revenue | (23,677,000) | 3,622,000 | 31,160,000 |
Increase (decrease) in accrued interest | 162,000 | (1,711,000) | 12,235,000 |
Increase (decrease) in accrued salaries, wages and benefits | (274,000) | 28,850,000 | (4,609,000) |
Increase (decrease) in other liabilities | 3,722,000 | 6,387,000 | (2,445,000) |
Net cash from (for) operating activities | 407,672,000 | 201,226,000 | (416,537,000) |
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES | |||
Capital expenditures | (183,352,000) | (59,183,000) | (129,087,000) |
Proceeds from sale of land | 310,000,000 | 0 | 0 |
Proceeds from sale of other assets | 0 | 1,405,000 | 8,266,000 |
Net cash from (for) investing activities | 126,648,000 | (57,778,000) | (120,821,000) |
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES | |||
Note borrowings | 0 | 0 | 1,300,000,000 |
Term debt payments | (264,250,000) | 0 | (465,125,000) |
Note payments, including amounts paid for early termination | 0 | (460,755,000) | 0 |
Repurchase of limited partnership units | (184,646,000) | 0 | 0 |
Distributions paid to partners | (33,455,000) | 0 | (53,020,000) |
Payment of debt issuance costs | 0 | (367,000) | (46,849,000) |
Payments related to tax withholding for equity compensation | (5,137,000) | (4,652,000) | (4,624,000) |
Other | (2,064,000) | (659,000) | 468,000 |
Net cash (for) from financing activities | (489,552,000) | (466,433,000) | 730,850,000 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (4,698,000) | 7,368,000 | 992,000 |
Net increase (decrease) for the year | 40,070,000 | (315,617,000) | 194,484,000 |
Balance, beginning of year | 61,119,000 | 376,736,000 | 182,252,000 |
Balance, end of year | 101,189,000 | 61,119,000 | 376,736,000 |
SUPPLEMENTAL INFORMATION | |||
Cash payments for interest | 137,694,000 | 174,253,000 | 130,444,000 |
Interest capitalized | 2,825,000 | 1,741,000 | 2,653,000 |
Cash payments for income taxes, net of refunds | (47,248,000) | 10,054,000 | 1,792,000 |
Capital expenditures in accounts payable | $ 14,542,000 | $ 7,368,000 | $ 3,286,000 |
Partnership Organization
Partnership Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Partnership Organization | Partnership Organization: Cedar Fair, L.P. (together with its affiliated companies, the "Partnership") is a Delaware limited partnership that commenced operations in 1983 when it acquired Cedar Point, Inc., and became a publicly traded partnership in 1987. The Partnership's general partner is Cedar Fair Management, Inc., an Ohio corporation (the “General Partner”), whose shares are held by an Ohio trust. The General Partner owns a 0.001% interest in the Partnership's income, losses and cash distributions, except in defined circumstances, and has full responsibility for management of the Partnership. As of December 31, 2022, there were 52,562,832 outstanding limited partnership units listed on The New York Stock Exchange, net of 4,499,151 units held in treasury. As of December 31, 2021, there were 56,854,214 outstanding limited partnership units listed, net of 207,769 units held in treasury. The General Partner may, with the approval of a specified percentage of the limited partners, make additional capital contributions to the Partnership, but is only obligated to do so if the liabilities of the Partnership cannot otherwise be paid or there exists a negative balance in its capital account at the time of its withdrawal from the Partnership. The General Partner, in accordance with the terms of the Partnership Agreement, is required to make regular cash distributions on a quarterly basis of all the Partnership's available cash, as defined in the Partnership Agreement. Following the temporary closure of our parks in March 2020 in response to COVID-19 health recommendations, the Board of Directors suspended quarterly partnership distributions to maintain flexibility and additional liquidity. The Board of Directors reinstituted quarterly partnership distributions and declared quarterly partnership distributions in the third and fourth quarters of 2022. The General Partner paid $0.60 per limited partner unit in distributions, or approximately $33.5 million in aggregate, in 2022. |
Description of the Business and
Description of the Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of the Business and Significant Accounting Policies | 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. Beginning on March 14, 2020, we closed our properties for several months in response to the spread of COVID-19 and local government mandates. We ultimately resumed partial operations at 10 of our 13 properties in 2020, operating in accordance with local and state guidelines. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted for the remainder of 2020, including reduced operating days per week and operating hours within each operating day 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. We delayed the opening of our U.S. properties for the 2021 operating season until May 2021 and opened our Canadian property in July 2021. Upon opening in 2021, we operated 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. Canada's Wonderland operated with capacity restrictions, guest reservations, and other operating protocols in place upon opening and throughout 2021. Each of our properties opened for the 2022 operating season as planned and without restrictions. We currently anticipate continuing to operate without restrictions for the 2023 operating 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 beyond our knowledge or control, including any future actions taken to contain the COVID-19 pandemic and changing risk tolerances of our employees and guests regarding health matters. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. During the year ended December 31, 2020, benefits from the CARES Act included an $8.2 million deferral of the employer's share of Social Security taxes and $3.7 million in tax benefits from the Employee Retention Credit program. We also received $0.5 million in tax benefits from the Employee Retention Credit program during the year ended December 31, 2021. The deferral of the employer's share of Social Security taxes was payable in 50% increments in the fourth quarter of 2021 and the fourth quarter of 2022. The current portion of the deferral was included within "Accrued salaries, wages and benefits" and the non-current portion of the deferral was included within "Other Liabilities" within the consolidated balance sheets for 2020 and 2021. The tax benefits from the Employee Retention Credit program were recorded as a reduction to wage expense within the consolidated statements of operations and comprehensive loss as the benefits were offered to defray labor costs during the COVID-19 pandemic . We also received $5.1 million and $5.0 million from the Canada Emergency Wage Subsidy ("CEWS") during the years ended December 31, 2021 and December 31, 2020, respectively. The CEWS provides cash payments to Canadian employers that experienced a decline in revenues related to the COVID-19 pandemic. We also recorded the CEWS payments as a reduction to wage expense within the consolidated statements of operations and comprehensive loss as the payments were offered to defray labor costs during the COVID-19 pandemic . Significant Accounting Policies We use the following policies in the preparation of the accompanying consolidated financial statements. Principles of Consolidation The consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned or the Partnership is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. Foreign Currency The U.S. dollar is our reporting currency and the functional currency for most of our operations. The financial statements of our Canadian subsidiary are measured using the Canadian dollar as its functional currency. Assets and liabilities are translated into U.S. dollars at the appropriate spot rates as of the balance sheet date, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are included as components of accumulated other comprehensive income (loss) in partners' deficit. Gains or losses from remeasuring foreign currency transactions from the transaction currency to functional currency are included in income (loss). Foreign currency losses (gains) for the periods presented were as follows: Years Ended December 31, (In thousands) 2022 2021 2020 Loss (gain) on foreign currency related to re-measurement of U.S. dollar denominated notes held in Canada $ 23,274 $ 5,986 $ (9,344) Loss (gain) on other transactions 510 191 (2,839) Loss (gain) on foreign currency $ 23,784 $ 6,177 $ (12,183) Segment Reporting Our properties operate autonomously, and management reviews operating results, evaluates performance and makes operating decisions, including the allocation of resources, on a property-by-property basis. In addition to reviewing and evaluating performance of the business at the property level, the structure of our management incentive compensation systems is centered on the operating results of each property as an integrated operating unit. Therefore, each property represents a separate operating segment of our business with the exception of the Schlitterbahn parks, which are aggregated into one segment. Although we manage our properties with a high degree of autonomy, each property offers and markets a similar collection of products and services to similar customers. In addition, our properties have similar economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, in-park per capita spending, net revenue, operating margin and operating profit. Therefore, we operate within a single reportable segment of amusement/water parks with accompanying resort facilities. Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during each period. Actual results could differ from those estimates. Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, a hierarchical disclosure framework ranks the quality and reliability of information used to determine fair values. The three broad levels of inputs defined by the fair value hierarchy are as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recognized or disclosed at fair value on a recurring basis include our derivatives, debt and short-term investments. Cash and Cash Equivalents We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Inventories Our inventories primarily consist of purchased products, such as merchandise and food, for sale to our customers. Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost methods of accounting at the park level. Property and Equipment Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are generally capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Depreciation expense totaled $153.0 million in 2022, $148.4 million in 2021, and $157.0 million in 2020. The estimated useful lives of the assets are as follows: Land improvements Approximately 25 years Buildings 25 years - 40 years Rides 10 years - 20 years Equipment 2 years - 10 years Impairment of 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. 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. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amounts of the assets. Fair value is generally determined using a combination of a cost and market approach. Significant factors considered in the cost approach include replacement cost, reproduction cost, depreciation, physical deterioration, functional obsolescence and economic obsolescence of the assets. The market approach estimates fair value by utilizing market data for similar assets. 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. Accounting for Business Combinations Business combinations are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, valuations supplied by independent appraisal experts and other relevant information. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment by management. Goodwill Goodwill is reviewed annually for impairment, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is allocated to reporting units and goodwill impairment tests are performed at the reporting unit level. We perform our annual goodwill impairment test as of the first day of the fourth quarter. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the fair value of the reporting unit. The fair value of a reporting unit is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses a reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results are established using management's best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. A market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If an impairment is identified, an impairment charge is recognized for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Other Intangible Assets Our finite-lived intangible assets consist primarily of licenses, franchise agreements and the California's Great America trade name. These intangible assets are amortized on a straight-line basis over the life of the agreement, ranging from five Our indefinite-lived intangible assets consist of trade names other than the California's Great America trade name. Our indefinite-lived trade names are reviewed annually for impairment, or more frequently if impairment indicators arise. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that a trade name is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the trade name exceeds its carrying amount, we calculate the fair value of the trade name using a relief-from-royalty model. Principal assumptions under the relief-from-royalty model include royalty rates, growth rates in revenues, estimates of future expected changes in operating margins, terminal value growth rates, and a discount rate based on a weighted-average cost of capital that reflects current market conditions. We assess the indefinite-lived trade names for impairment separately from goodwill. Self-Insurance Reserves Self-insurance reserves are recorded for the estimated amounts of guest and employee claims and related expenses incurred each period. Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon our historical claim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon our claims data history. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. As of December 31, 2022 and December 31, 2021, the accrued self-insurance reserves totaled $27.8 million and $24.6 million, respectively. Derivative Financial Instruments We are exposed to market risks, primarily resulting from changes in interest rates and currency exchange rates. To manage these risks, we may enter into derivative transactions pursuant to our overall financial risk management program. We do not use derivative financial instruments for trading purposes. We typically do not designate our derivatives as cash flow hedges. Instruments that do not qualify for hedge accounting are prospectively adjusted to fair value each reporting period through "Net effect of swaps". Leases We have commitments under various operating leases. Right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The discount rate used to determine the present value of the future lease payments is generally our incremental borrowing rate as the rate implicit in most of our leases is not readily determinable. As a practical expedient, a relief provided in the accounting standard to simplify compliance, we do not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less and have elected to not separate lease components from non-lease components. The current portion of our lease liability is recorded within " Other accrued liabilities Revenue Recognition and related receivables and contract liabilities As disclosed within the consolidated statements of operations and comprehensive income (loss), revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other". Due to our highly seasonal operations, a substantial portion of our revenues typically are generated 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 associated with that product. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns. In some instances, we arrange with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and we act as an agent, resulting in net revenues recorded within the consolidated statements of operations and comprehensive income (loss). Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other," are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are either fixed or are variable based on achievement of specified operating metrics. We estimate variable revenues and perform a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal. Most deferred revenue is classified as current within the balance sheet. However, a portion of deferred revenue is typically classified as non-current during the third quarter related to season-long products sold in the current season for use in the subsequent season. Season-long products are typically sold beginning in August of the year preceding the operating season. Season-long products may subsequently be recognized 12 to 16 months after purchase depending on the date of sale. We estimate the number of uses expected outside of the next twelve months for each type of product and classify the related deferred revenue as non-current in the consolidated balance sheets. Except for the non-current deferred revenue described above, our contracts with customers typically have an original duration of one year or less. For these short-term contracts, we use the practical expedient applicable to such contracts and have not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when we expect to recognize this revenue. Further, we elected to recognize incremental costs of obtaining a contract as an expense when incurred as the amortization period of the asset would be less than one year. Lastly, we elected not to adjust consideration for the effects of significant financing components of our installment purchase plans because the terms of these plans do not exceed one year. Advertising Costs Production costs of commercials and programming are expensed in the year first aired. All other costs associated with advertising, promotion and marketing programs are expensed as incurred, or for certain costs, over each park's operating season. Certain prepaid costs incurred through year-end for the following year's advertising programs are included within "Other current assets" in the consolidated balance sheets. Advertising expense totaled $45.5 million in 2022, $37.0 million in 2021 and $10.5 million in 2020. Due to the effects of the COVID-19 pandemic, we incurred limited advertising expense in 2020 to correspond with lower than typical attendance levels and abbreviated park operating calendars. In 2021, we also incurred less advertising costs due to fewer operating days in the year. Equity-Based Compensation We measure compensation cost for all equity-based awards at fair value on the date of grant. We recognize the compensation cost over the service period. We recognize forfeitures as they occur. Income Taxes Our legal entity structure includes both partnerships and corporate subsidiaries. We are subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal state and local income taxes on income from our corporate subsidiaries and foreign income taxes on our foreign subsidiary. As such, the total provision 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 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. Neither financial reporting income, nor the cash distributions to unitholders, can be used as a substitute for the detailed tax calculations that we must perform annually for our partners. Net income from the Partnership is not treated as passive income for federal income tax purposes. As a result, partners subject to the passive activity loss rules are not permitted to offset income from the Partnership with passive losses from other sources. Our corporate subsidiaries account for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income at the time of enactment of such change in tax law. Any interest or penalties due for payment of income taxes are included in the provision for income taxes. Earnings Per Unit For purposes of calculating the basic and diluted earnings per limited partner unit, no adjustments have been made to the reported amounts of net income (loss). The unit amounts used in calculating the basic and diluted earnings per limited partner unit for the years ended December 31, 2022, 2021 and 2020 are as follows: Years Ended December 31, (In thousands, except per unit amounts) 2022 2021 2020 Basic weighted average units outstanding 55,825 56,610 56,476 Effect of dilutive units: Deferred units ( Note 8 ) 72 — — Performance units ( Note 8 ) 29 — — Restricted units ( Note 8 ) 463 — — Unit options ( Note 8 ) 25 — — Diluted weighted average units outstanding 56,414 56,610 56,476 Net (loss) income per unit - basic $ 5.51 $ (0.86) $ (10.45) Net (loss) income per unit - diluted $ 5.45 $ (0.86) $ (10.45) There were approximately 0.4 million and 0.3 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the years ended December 31, 2021 and 2020, respectively, as their effect would have been anti-dilutive due to the net loss in the period. 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. The standard did not have a material effect on the consolidated financial statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition: As disclosed within the consolidated statements of operations and comprehensive income (loss), revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other". The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented. The amounts are not comparable due to the effects of the COVID-19 pandemic. Years Ended December 31, (In thousands) 2022 2021 2020 In-park revenues $ 1,659,183 $ 1,209,505 $ 120,370 Out-of-park revenues 213,337 167,978 67,375 Concessionaire remittance (55,137) (39,264) (6,190) Net revenues $ 1,817,383 $ 1,338,219 $ 181,555 Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest at the beginning of the calendar year following the close of our parks' operating seasons. Season-long products represent most of the deferred revenue balance in any given period. Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders received a full season of access to our parks. The extended validity of the 2020 season-long products resulted in a significant amount of revenue deferred from 2020 into 2021. All 2020 and 2021 season-long product revenue had been recognized as of December 31, 2021 except for season-long product extensions into 2022 at two parks. Knott's Berry Farm offered a further day-for-day extension into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in 2021. The extension for the 2020 and 2021 season-long products at Knott's Berry Farm concluded and all related revenue had been recognized by the end of the second quarter of 2022. Canada's Wonderland extended its 2020 and 2021 season-long products through Labour Day, or September 5, 2022. All Canada's Wonderland 2020 and 2021 season-long product revenue had been recognized by the end of the third quarter of 2022. In order to calculate revenue recognized on these extended season-long products, management made significant estimates regarding the estimated number of uses expected for these season-long products for admission, dining, beverage and other products, including during interim periods. Of the $187.6 million of current deferred revenue recorded as of January 1, 2022, all of the deferred revenue was recognized by December 31, 2022, except for an immaterial amount of deferred revenue for prepaid products such as gift cards and prepaid games cards. As of December 31, 2022, we had recorded $10.0 million of non-current deferred revenue 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 4 . 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 three 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 December 31, 2022 and December 31, 2021, we recorded a $5.8 million and $5.7 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends. 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. |
Long-Lived Assets
Long-Lived Assets | 12 Months Ended |
Dec. 31, 2022 | |
Long-Lived Assets [Abstract] | |
Long-Lived Assets | 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 consolidated financial statements. On June 27, 2022, the Partnership sold the land at California's Great America for a cash purchase price of $310 million, subject to customary prorations, which resulted in a $155.3 million gain recorded, net of transaction costs, within "Gain on sale of assets" in the consolidated statement of operations and comprehensive income (loss) during the 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; see Note 11 . As a result, we changed the estimated useful lives of the remaining property and equipment at California's Great America to an approximate 5.5-year period, or through December 31, 2027. We expect this to result in an approximate $8 million increase in annual depreciation expense over the 5.5-year period. We may dispose of the remaining property and equipment at California's Great America significantly before the end of their previously estimated useful lives if the assets are not sold to a third party or transferred for an alternate use. As a result, we also tested the long-lived assets at California's Great America for impairment during the second quarter of 2022, which resulted in no impairment. The fair value of the long-lived assets was determined using a replacement cost approach. We concluded no other indicators of impairment existed during 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. During the first and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our forecasted operating results, we tested our long-lived assets for impairment. We concluded the estimated fair values of the long-lived assets at the Schlitterbahn parks no longer exceeded the related carrying values during the first quarter of 2020. Therefore, we recorded a $2.7 million impairment charge |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 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 then-anticipated sale of the land and the eventual disposal of the remaining assets; see Note 4 . 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 charge. The fair value of the trade name was calculated using a relief-from-royalty model. We are amortizing the trade name over an approximate 5.5-year As of our 2022 annual impairment test on September 26, 2022, the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston ("Schlitterbahn") reporting unit's fair value exceeded its carrying value by less than 10%. The fair value of the Schlitterbahn parks reporting unit was impacted by a slower than expected near-term recovery of attendance following the COVID-19 pandemic, increased projected capital expenditures, and an increase in the weighted average cost of capital. If future operating results do not meet expectations, the goodwill assigned to the Schlitterbahn reporting unit may become impaired. The goodwill assigned to the Schlitterbahn reporting unit totaled $93.1 million as of December 31, 2022. The fair values of all other reporting units with goodwill exceeded their respective carrying values by a substantial margin. During the first and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our forecasted operating results, we tested our goodwill and indefinite-lived intangible assets for impairment. We concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. We also recorded an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the consolidated statement of operations and comprehensive loss. The fair value of our reporting units is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results are established using our best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The market approach estimates fair value by applying cash flow multiples to each reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. The impairment charges recognized are for the amount by which the reporting unit's carrying amount exceeds its fair value. Our indefinite-lived intangible assets consist of trade names. The fair value of our trade names is calculated using a relief-from-royalty model. The impairment charges recognized are for the amount by which the trade name's carrying amount exceeds its fair value. Management makes significant estimates calculating the fair value of our reporting units and trade names. Actual results could materially differ from these estimates. Changes in the carrying value of goodwill for the years ended December 31, 2022 and December 31, 2021 were: (In thousands) Goodwill Balance as of December 31, 2020 $ 266,961 Foreign currency exchange translation 271 Balance as of December 31, 2021 $ 267,232 Foreign currency exchange translation (4,026) Balance as of December 31, 2022 $ 263,206 As of December 31, 2022 and December 31, 2021, other intangible assets consisted of the following: (In thousands) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value December 31, 2022 Other intangible assets: Trade names (1) 5.5 years $ 48,619 $ (63) $ 48,556 License / franchise agreements 13.0 years 4,293 (3,899) 394 Total other intangible assets $ 52,912 $ (3,962) $ 48,950 December 31, 2021 Other intangible assets: Trade names — $ 49,515 $ — $ 49,515 License / franchise agreements 12.0 years 4,262 (3,783) 479 Total other intangible assets $ 53,777 $ (3,783) $ 49,994 (1) The weighted average amortization period represents the California's Great America trade name. Our other trade names are indefinite-lived. Amortization expense of finite-lived other intangible assets for 2022, 2021 and 2020 was immaterial and is expected to be immaterial going forward. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt: Long-term debt as of December 31, 2022 and December 31, 2021 consisted of the following: (In thousands) December 31, 2022 December 31, 2021 U.S. term loan averaging 2.56% in 2022; 1.85% in 2021 (1) $ — $ 264,250 Notes 2025 U.S. fixed rate senior secured notes at 5.500% 1,000,000 1,000,000 2027 U.S. fixed rate senior unsecured notes at 5.375% 500,000 500,000 2028 U.S. fixed rate senior unsecured notes at 6.500% 300,000 300,000 2029 U.S. fixed rate senior unsecured notes at 5.250% 500,000 500,000 2,300,000 2,564,250 Less current portion — — 2,300,000 2,564,250 Less debt issuance costs and original issue discount (31,845) (45,314) $ 2,268,155 $ 2,518,936 (1) The weighted average interest rates do not reflect the effect of interest rate swap agreements; see Note 7 . The 2022 year-to-date interest rate reflects borrowings prior to full repayment of the term loan facility during the third quarter of 2022. Term Debt and Revolving Credit Facilities In April 2017, we amended and restated our credit agreement (the "2017 Credit Agreement") which includes our senior secured revolving credit facility and which included a senior secured term loan facility. During 2022, we made the remaining $264.3 million of principal payments on the senior secured term loan facility, fully repaying the term loan facility. As a result, we recognized a $1.8 million loss on early debt extinguishment during the third quarter of 2022, inclusive of the write-off of debt issuance costs and original issue discount. Prior to repayment, the term loan facility was scheduled to mature on April 15, 2024 and bore interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). As of December 31, 2022, our total senior secured revolving credit facility capacity under the 2017 Credit Agreement, as amended, was $300 million with a Canadian sub-limit of $15 million. The senior secured revolving credit facility bore interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps, requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the revolving credit facility, in each case without any step-downs, and matured in December 2023. In April 2022, $75 million of the senior secured revolving credit facility capacity under the 2017 Credit Agreement matured, and the outstanding borrowings were repaid. While such $75 million of senior secured revolving credit facility capacity was available, borrowings under this portion of the revolver capacity bore interest at LIBOR plus 300 bps or CDOR plus 200 bps, and the unused portion of this revolving credit facility capacity required the payment of a 37.5 bps commitment fee per annum. The 2017 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit, and is collateralized by substantially all of the assets of the Partnership. We amended the 2017 Credit Agreement in February 2022 to allow for greater sale and leaseback transactions. In the first quarter of 2023, we further amended the 2017 Credit Agreement to extend the maturity of the senior secured revolving credit facility, among other things; see Note 13 . As of December 31, 2022 and December 31, 2021, no amounts were outstanding under the revolving credit facility. After letters of credit of $19.9 million and $15.8 million, we had $280.1 million and $359.2 million of availability under our revolving credit facility as of December 31, 2022 and December 31, 2021, respectively. The maximum outstanding revolving credit facility balance during 2022 was $185.0 million. Notes In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, 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. 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. In June 2019, we issued $500 million of 5.250% senior unsecured notes due 2029 ("2029 senior notes"). The 2029 senior notes pay interest semi-annually in January and July, with the principal due in full on July 15, 2029. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes"). The net proceeds from the offering of the 2028 senior notes were for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. As market conditions warrant, we may from time to time repurchase our outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise. Covenants The 2017 Credit Agreement, as amended, includes a Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA, which will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023. Following the amendment in the first quarter of 2023, this financial covenant is only required to be tested at the end of any fiscal quarter in which revolving credit facility borrowings are outstanding. The 2017 Credit Agreement, as amended and as in effect prior to the first quarter of 2023 amendment, included an Additional Restrictions Period to provide further covenant relief during the COVID-19 pandemic. We terminated the Additional Restrictions Period during the first quarter of 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of the fourth quarter of 2021. We were in compliance with the applicable financial covenants under our credit agreement during 2022. 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, 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, |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments: Derivative financial instruments are used within our overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge exposure to LIBOR rate changes, we are exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that we believe poses minimal credit risk. We do not use derivative financial instruments for trading purposes. As of December 31, 2021, we had four interest rate swap agreements with a notional value of $500 million that converted one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This 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. None of the interest rate swap agreements 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 consolidated balance sheets, for the periods presented were as follows: (In thousands) Balance Sheet Location December 31, 2022 December 31, 2021 Derivatives not designated as hedging instruments: Interest rate swaps Derivative Liability — $ (20,086) Instruments that do not qualify for hedge accounting are adjusted to fair value each reporting period through "Net effect of swaps" within the consolidated statements of operations and comprehensive income (loss). |
Partners' Equity and Equity-Bas
Partners' Equity and Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Partners' Capital Notes [Abstract] | |
Partners' Equity and Equity-Based Compensation | Partners' Equity and Equity-Based Compensation: Special L.P. Interests In accordance with the Partnership Agreement, certain partners were allocated $5.3 million of 1987 and 1988 taxable income (without any related cash distributions) for which they received Special L.P. Interests. The Special L.P. Interests do not participate in cash distributions and have no voting rights. However, the holders of Special L.P. Interests will receive in the aggregate $5.3 million upon liquidation of the Partnership. Equity-Based Incentive Plan The 2016 Omnibus Incentive Plan was approved by our unitholders in June 2016 and allows the awarding of up to 2.8 million unit options and other forms of equity as determined by the Compensation Committee of the Board of Directors as an element of compensation to senior management, key employees and directors. The 2016 Omnibus Incentive Plan superseded the 2008 Omnibus Incentive Plan which was approved by our unitholders in May 2008 and allowed the awarding of up to 2.5 million unit options and other forms of equity. Outstanding awards under the 2008 Omnibus Incentive Plan continue to be in effect and are governed by the terms of that plan. The 2016 Omnibus Incentive Plan provides an opportunity for officers, directors, and eligible persons to acquire an interest in the growth and performance of our units and provides employees annual and long-term incentive awards as determined by the Board of Directors. Under the 2016 Omnibus Incentive Plan, the Compensation Committee of the Board of Directors may grant unit options, unit appreciation rights, restricted units, performance awards, other unit awards, cash incentive awards and unrestricted unit awards. The awards granted by the Compensation Committee fall into two categories, Awards Payable in Cash or Equity, and Awards Payable in Equity. The impact of these awards is more fully described below. Equity-based compensation expense recognized in the consolidated statements of operations and comprehensive income (loss) within "Selling, General and Administrative Expense" for the applicable periods was as follows: Years Ended December 31, (In thousands) 2022 2021 (1) 2020 (2) Awards Payable in Cash or Equity Deferred units $ (206) $ 1,014 $ (588) Awards Payable in Equity Performance units 12,787 10,554 (5,270) Restricted units 7,613 4,878 5,061 Total equity-based compensation expense $ 20,194 $ 16,446 $ (797) (1) Due to the effects of the COVID-19 pandemic on 2020 results, the 2018-2020 three-year performance plan was below the payout threshold. Given that two full years of the program were completed, the 2018-2020 performance unit awards were modified to allow for a payout taking into account 2018-2019 results, management's performance relative to 2020 COVID-19 strategic goals and 2020 pre-COVID-19 forecast, resulting in $3.9 million of additional expense recognized during the year ended December 31, 2021. (2) The market value of our deferred unit awards and the anticipated payout of our annual performance unit awards decreased due to the effects of the COVID-19 pandemic resulting in expense reversed during the year ended December 31, 2020. Awards Payable in Cash or Equity Deferred Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Outstanding deferred units at December 31, 2021 56 $ 51.70 Granted (1) 7 $ 42.31 Settled (13) $ 56.67 Outstanding deferred units at December 31, 2022 50 $ 49.00 (1) Includes 1 forfeitable distribution-equivalent units Deferred unit awards vest over a one-year period and the settlement of these units is deferred until the individual's service to the Partnership ends. The deferred units begin to accumulate distribution-equivalents upon vesting and are paid when the restriction ends. The effect of outstanding deferred unit awards has been included in the diluted earnings per unit calculation for the year ended December 31, 2022, as a portion of the awards are expected to be settled in limited partnership units. As of December 31, 2022, the market value of the deferred units was $2.1 million, was classified as current and was recorded within "Other accrued liabilities" within the consolidated balance sheet. As of December 31, 2022, there was no unamortized expense related to unvested deferred unit awards as all units were fully vested. Awards Payable in Equity Performance Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested performance units at December 31, 2021 430 $ 43.13 Granted (1) 414 $ 55.73 Forfeited (15) $ 54.71 Vested (92) $ 27.92 Unvested performance units at December 31, 2022 737 $ 51.87 (1) Includes 10 forfeitable distribution-equivalent units Of the unvested performance units outstanding as of December 31, 2022, 343,511 units represented annual awards for the 2022-2024 three-year performance period. The number of performance units issuable under these performance unit awards are contingently based upon certain performance targets over the three-year vesting period. The annual performance awards and the related forfeitable distribution-equivalent units are paid out in the first quarter following the performance period in limited partnership units. Our annual performance unit awards based upon the 2020-2022 three-year performance period did not payout due to the effects of the COVID-19 pandemic. The remaining outstanding performance units as of December 31, 2022 represented the 2021-2025 performance-based units awarded in 2021. These units were awarded instead of the traditional annual performance unit awards with three-year performance periods due to continued uncertainty related to the COVID-19 pandemic. The number of performance units issuable under the 2021-2025 performance-based unit awards are contingently based upon three separate financial performance targets which can vest over a three The effect of outstanding performance unit awards, for which the performance conditions had been met, have been included in the diluted earnings per unit calculation for the year ended December 31, 2022. The vested performance units for the year ended December 31, 2022 represented performance-based other units awarded in 2020 to incentivize optimal executive performance in light of the effects of the COVID-19 pandemic. The number of units issuable were contingently based upon the level of attainment of various performance objectives over a six-month period with the awards payable in limited partnership units following the one-year anniversary of the six-month performance period, which occurred in the first quarter of 2022. These unit awards did not earn distribution-equivalent units. As of December 31, 2022, unamortized compensation expense related to unvested performance unit awards was $20.6 million, which is expected to be amortized over a weighted average period of 1.7 years. The fair value of the performance units is based on the unit price the day before the date of grant. We assess the probability of the performance targets being met and may reverse prior period expense or recognize additional expense accordingly. Restricted Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested restricted units at December 31, 2021 228 $ 49.44 Granted 241 $ 52.65 Forfeited (7) $ 53.82 Vested (121) $ 49.02 Unvested restricted units at December 31, 2022 341 $ 51.77 As of December 31, 2022, 212,273 of our outstanding restricted units vest evenly over an approximate three-year period, 107,274 units outstanding vest following an approximate three-year cliff vesting period, and 21,235 units outstanding vest under alternate vesting schedules, all of which approximate three years. Restrictions on our restricted unit awards lapse upon vesting. During the vesting period for restricted unit awards, the units accumulate forfeitable distribution-equivalents, which when the units are fully vested, are payable in cash. As of December 31, 2022, the amount of forfeitable distribution equivalents accrued totaled $0.3 million; $0.1 million of which was classified as current and recorded within "Other accrued liabilities" within the consolidated balance sheet and $0.1 million of which was classified as non-current and recorded within "Other Liabilities". As of December 31, 2022, unamortized compensation expense, determined as the market value of the units on the day before the date of grant, related to unvested restricted unit awards was $10.2 million, which is expected to be amortized over a weighted average period of 1.9 years. Unit Options (In thousands, except per unit amounts) Unit Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at December 31, 2021 118 $ 35.27 Exercised (27) $ 29.53 Options outstanding at December 31, 2022 91 $ 36.95 Options exercisable, end of year 91 $ 36.95 0.2 years $ 399 Unit options are issued with an exercise price no less than the market closing price of the Partnership's units on the day before the date of grant. Outstanding unit options vested over three years and have a maximum term of ten years. As of December 31, 2022, we had 90,928 fixed-price unit options outstanding under the 2008 Omnibus Incentive Plan. No options have been granted under the 2016 Omnibus Incentive Plan. The exercise price of the unit options outstanding was $36.95 as of December 31, 2022. The total intrinsic value of unit options exercised during the years ended December 31, 2022, 2021 and 2020 was $0.7 million, $2.0 million, and $0.0 million, respectively. We have a policy of issuing limited partnership units from treasury to satisfy unit option exercises, and we expect our treasury unit balance to be sufficient for 2023 based on estimates of unit option exercises for that period. Unit Repurchase Plan On August 3, 2022, we announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to repurchase units for an aggregate purchase price of not more than $250 million. The unit repurchase program is subject to Rule 10b-18 of the Securities Exchange Act of 1934. Subject to applicable rules and regulations, we may repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases are based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations. No limit was placed on the duration of the repurchase program. The unit repurchase program does not obligate the Partnership to repurchase any minimum dollar amount or specific number of units, and the program may be modified, suspended or discontinued at any time. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans: We have trusteed, noncontributory retirement plans for most of our full-time employees. Contributions are discretionary and amounts accrued were approximately $4.8 million and $1.8 million for the years ended December 31, 2022 and 2021, respectively. For the year ended December 31, 2020, we did not make any discretionary contributions due to the effects of the COVID-19 pandemic on our financial performance. Additionally, we have a trusteed, contributory retirement plan for most of our full-time employees. This plan permits employees to contribute specified percentages of their salary, matched up to a limit. Matching contributions, net of forfeitures, approximated $5.7 million, $4.7 million and $3.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. In addition, approximately 260 employees are covered by union-sponsored, multi-employer pension plans for which approximately $2.1 million, $1.9 million and $2.0 million were contributed for the years ended December 31, 2022, 2021 and 2020, respectively. A union representing approximately 15 employees is expected to decertify in 2023. The related withdrawal liability is expected to be immaterial. |
Income and Partnership Taxes
Income and Partnership Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income and Partnership Taxes | Income and Partnership Taxes: Federal and state tax legislation in 1997 provided a permanent income tax exemption to existing publicly traded partnerships (PTP), such as Cedar Fair, L.P., with a PTP tax levied on partnership gross income (net revenues less cost of food, merchandise and games) beginning in 1998. In addition, income taxes are recognized for the amount of income taxes payable by Cedar Fair, L.P. and its corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities that represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. As such, the "Provision (benefit) for taxes" includes amounts for both the PTP tax and for federal, state, local and foreign income taxes. The 2022 tax provision totaled $64.0 million, which consisted of a $14.4 million provision for the PTP tax and a $49.6 million provision for income taxes. This compared with a 2021 tax provision of $20.0 million, which consisted of a $10.3 million provision for the PTP tax and a $9.7 million provision for income taxes, and a 2020 tax benefit of $137.9 million, which consisted of a $2.5 million provision for the PTP tax and a $140.4 million benefit for income taxes. The calculation of the tax provision (benefit) involves significant estimates and assumptions. Actual results could differ from those estimates. Significant components of income (loss) before taxes for the years ended December 31, 2022, 2021 and 2020 were as follows: (In thousands) 2022 2021 2020 Domestic $ 327,897 $ (3,603) $ (675,746) Foreign 43,760 (24,880) (52,412) Total income (loss) before taxes $ 371,657 $ (28,483) $ (728,158) The provision (benefit) for income taxes was comprised of the following for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Current federal $ 22,912 $ (21,438) $ (61,726) Current state and local 2,799 1,395 (3,747) Current foreign 19,456 2,896 (32,987) Total current 45,167 (17,147) (98,460) Deferred federal, state and local 6,113 17,870 (43,220) Deferred foreign (1,728) 9,018 1,287 Total deferred 4,385 26,888 (41,933) Total provision (benefit) for income taxes $ 49,552 $ 9,741 $ (140,393) The provision (benefit) for income taxes for the corporate subsidiaries differed from the amount computed by applying the U.S. federal statutory income tax rate of 21% to income (loss) before taxes. The sources and tax effects of the differences were as follows: (In thousands) 2022 2021 2020 Income tax provision based on the U.S. federal statutory tax rate $ 78,048 $ (5,981) $ (152,913) Partnership (income) loss not subject to corporate income tax (38,556) 257 47,631 State and local taxes, net 8,154 776 (20,594) Valuation allowance 9 14,619 3,150 Expired foreign tax credits — 888 2,253 Tax credits (1,483) (901) (426) Change in U.S. tax law (107) (1,326) (17,983) Foreign currency translation losses (gains) 4,754 1,143 (1,455) Nondeductible expenses and other (1,267) 266 (56) Total provision (benefit) for income taxes $ 49,552 $ 9,741 $ (140,393) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities as of December 31, 2022 and December 31, 2021 were as follows: (In thousands) 2022 2021 Deferred tax assets: Compensation $ 14,817 $ 11,835 Accrued expenses 4,135 5,051 Foreign tax credits 11,467 8,392 Tax attribute carryforwards 13,823 20,580 Derivatives — 5,021 Foreign currency translation 5,313 2,523 Deferred revenue 1,911 3,539 Lease liability 19,037 — Deferred tax assets 70,503 56,941 Valuation allowance (24,228) (24,374) Net deferred tax assets 46,275 32,567 Deferred tax liabilities: Property (76,871) (78,062) Intangibles (20,170) (20,988) Right-of-use asset (18,646) — Deferred tax liabilities (115,687) (99,050) Net deferred tax liability $ (69,412) $ (66,483) We record a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The need for this allowance is based on several factors including the carryforward periods for net operating losses and tax credits, prior experience of tax credit limitations, and management's long-term estimates of domestic and foreign source income. As of December 31, 2022, we recorded a $24.2 million valuation allowance related to two items, $11.5 million related to foreign tax credits and $12.7 million related to other tax attribute carryforwards. The valuation allowance related to foreign tax credits equaled the entire $11.5 million deferred tax asset for foreign tax credit carryforwards. We do not expect to fully realize the foreign tax credit carryforwards primarily due to the U.S. statutory rate being less than the Canadian statutory tax rate. The amount recorded represented a $3.1 million increase in the valuation allowance from 2021. The valuation allowance related to other tax attributes is the sum of $10.4 million and $2.3 million and related to $11.5 million of state net operating loss carryforwards and $2.3 million of Canadian capital loss carryforwards, respectively. We do not expect to fully realize all of the unused state net operating loss carryforwards before they expire from 2025 to 2041. This represented a $3.1 million decrease in the valuation allowance from 2021 due to income in the corporate subsidiaries. The valuation allowance relating to Canadian capital losses equals the total amount generated during 2021. We do not expect to use these capital losses as they are only available to offset Canadian capital gain. The amount recorded for Canadian capital losses represented a $0.1 million decrease in valuation allowance from 2021. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we received U.S. tax refunds attributable to the net operating loss in tax year 2020 being carried back to prior years. We received refunds of $77.1 million during the second quarter of 2022 and an additional $2.5 million during the fourth quarter of 2022. We also received $11.1 million in tax refunds attributable to the net operating loss of our Canadian corporate subsidiary being carried back to prior years in Canada during the first quarter of 2022. The refunds were recorded within "Current income tax receivable" in the consolidated balance sheet as of December 31, 2021. We have recorded a deferred tax liability of $1.2 million and $3.3 million as of December 31, 2022 and December 31, 2021, respectively, to account for foreign currency translation adjustments in other comprehensive income. Our unrecognized tax benefits, including accrued interest and penalties, were not material in any year presented. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. We are subject to taxation in the U.S., Canada and various state and local jurisdictions. Our tax returns are subject to examination by state and federal tax authorities. With few exceptions, we are no longer subject to examination by the major taxing authorities for tax years before 2018. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease Commitments | Lease Commitments: Our most significant lease commitment is for the land at California's Great America, which we sold on June 27, 2022. Concurrently with the sale of the land, we entered into a lease contract that allows us 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. The annual base rent under the lease liability was initially $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. Upon termination of the lease, we will close existing park operations and remove the rides and attractions from the land. As of December 31, 2022, we included estimated lease payments to dismantle and remove rides and attractions totaling $12.9 million within the right-of-use asset and lease liability. The discount rate used to determine the present value of the future lease payments was our incremental borrowing rate. We sublease a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events. The lease payments were prepaid, and the corresponding income is being recognized over the lease term, or through 2027. The annual lease income recognized is immaterial. Other significant lease commitments include corporate office space in Charlotte, North Carolina and the land on which Schlitterbahn Waterpark Galveston is located. The corporate office space is generally leased through 2029. The Schlitterbahn Waterpark Galveston land lease has an initial term through 2024 with renewal options at our discretion through 2049, which we have concluded we are reasonably certain to exercise. We have also entered into various operating leases for office equipment, vehicles, storage and revenue-generating assets. Total lease cost and related supplemental information for the years ended December 31, 2022, 2021 and 2020 were as follows: Years Ended December 31, (In thousands, except for lease term and discount rate) 2022 2021 2020 Operating lease expense $ 9,857 $ 2,711 $ 2,797 Variable lease expense 972 872 173 Short-term lease expense 8,769 7,563 2,205 Sublease income (715) — — Total lease cost $ 18,883 $ 11,146 $ 5,175 Weighted-average remaining lease term 6.7 years 14.1 years 16.8 years Weighted-average discount rate 3.7 % 3.7 % 4.1 % Operating cash flows for operating leases $ 9,034 $ 2,299 $ 2,679 Leased assets obtained in exchange for new operating lease liabilities (non-cash activity) $ 85,789 $ 4,914 $ 1,769 Future undiscounted cash flows under our operating leases and a reconciliation to the operating lease liabilities recognized as of December 31, 2022 are included below: (In thousands) December 31, 2022 Undiscounted cash flows 2023 $ 15,256 2024 15,039 2025 15,251 2026 15,316 2027 15,325 Thereafter 31,836 Total $ 108,023 Present value of cash flows Current lease liability $ 12,043 Lease Liability 81,757 Total $ 93,800 Difference between undiscounted cash flows and discounted cash flows $ 14,223 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements: The table below presents the balances of assets and liabilities measured at fair value as of December 31, 2022 and December 31, 2021 on a recurring basis, as well as the fair values of other financial instruments, including their locations within the consolidated balance sheets: (In thousands) December 31, 2022 December 31, 2021 Balance Sheet Location Fair Value Hierarchy Level Carrying Value Fair Value Carrying Value Fair Value Financial assets (liabilities) measured on a recurring basis: Short-term investments Other current assets Level 1 $ 432 $ 432 $ 478 $ 478 Interest rate swaps Derivative Liability Level 2 — — $ (20,086) $ (20,086) Other financial assets (liabilities): Term debt Long-Term Debt (1) Level 2 — — $ (264,250) $ (257,644) 2025 senior notes Long-Term Debt (1) Level 2 $ (1,000,000) $ (985,000) $ (1,000,000) $ (1,035,000) 2027 senior notes Long-Term Debt (1) Level 1 $ (500,000) $ (476,250) $ (500,000) $ (513,750) 2028 senior notes Long-Term Debt (1) Level 1 $ (300,000) $ (291,000) $ (300,000) $ (319,125) 2029 senior notes Long-Term Debt (1) Level 1 $ (500,000) $ (446,250) $ (500,000) $ (513,750) (1) Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $31.8 million and $45.3 million as of December 31, 2022 and December 31, 2021, respectively. Fair values of the interest rate swap agreements are determined using significant inputs, including LIBOR forward curves, which are considered Level 2 observable market inputs. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2022 or December 31, 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events:On February 10, 2023, we further amended the 2017 Credit Agreement to extend the maturity date of our senior secured revolving credit facility, convert the existing LIBOR-based interest rate for our senior secured revolving credit facility to the applicable Secured Overnight Financing Rate ("SOFR"), and make other certain amendments to provide greater covenant flexibility, including modifying the requirement for the financial maintenance covenant to only be applicable at the end of any fiscal quarter in which revolving credit borrowings are outstanding. Following this amendment, 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 $200.0 million of the 2025 senior notes remain outstanding as of that date, or (y) January 14, 2027 if at least $200.0 million of the 2027 senior notes remain outstanding as of that date. In addition, the senior secured revolving credit facility will bear interest at SOFR plus 350 bps. |
Description of the Business a_2
Description of the Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned or the Partnership is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. |
Foreign Currency | Foreign CurrencyThe U.S. dollar is our reporting currency and the functional currency for most of our operations. The financial statements of our Canadian subsidiary are measured using the Canadian dollar as its functional currency. Assets and liabilities are translated into U.S. dollars at the appropriate spot rates as of the balance sheet date, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are included as components of accumulated other comprehensive income (loss) in partners' deficit. Gains or losses from remeasuring foreign currency transactions from the transaction currency to functional currency are included in income (loss). |
Segment Reporting | Segment Reporting Our properties operate autonomously, and management reviews operating results, evaluates performance and makes operating decisions, including the allocation of resources, on a property-by-property basis. In addition to reviewing and evaluating performance of the business at the property level, the structure of our management incentive compensation systems is centered on the operating results of each property as an integrated operating unit. Therefore, each property represents a separate operating segment of our business with the exception of the Schlitterbahn parks, which are aggregated into one segment. Although we manage our properties with a high degree of autonomy, each property offers and markets a similar collection of products and services to similar customers. In addition, our properties have similar economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, in-park per capita spending, net revenue, operating margin and operating profit. Therefore, we operate within a single reportable segment of amusement/water parks with accompanying resort facilities. |
Estimates | Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during each period. Actual results could differ from those estimates. |
Fair Value | Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, a hierarchical disclosure framework ranks the quality and reliability of information used to determine fair values. The three broad levels of inputs defined by the fair value hierarchy are as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recognized or disclosed at fair value on a recurring basis include our derivatives, debt and short-term investments. |
Cash and Cash Equivalents | Cash and Cash EquivalentsWe consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. |
Inventories | InventoriesOur inventories primarily consist of purchased products, such as merchandise and food, for sale to our customers. Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost methods of accounting at the park level. |
Property and Equipment | Property and EquipmentProperty and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are generally capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. |
Impairment of Long-Lived Assets | Impairment of 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. 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. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amounts of the assets. Fair value is generally determined using a combination of a cost and market approach. Significant factors considered in the cost approach include replacement cost, reproduction cost, depreciation, physical deterioration, functional obsolescence and economic obsolescence of the assets. The market approach estimates fair value by utilizing market data for similar assets. 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. |
Accounting for Business Combinations | Accounting for Business Combinations Business combinations are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, valuations supplied by independent appraisal experts and other relevant information. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment by management. |
Goodwill | Goodwill Goodwill is reviewed annually for impairment, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is allocated to reporting units and goodwill impairment tests are performed at the reporting unit level. We perform our annual goodwill impairment test as of the first day of the fourth quarter. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the fair value of the reporting unit. The fair value of a reporting unit is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses a reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results are established using management's best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. A market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If an impairment is identified, an impairment charge is recognized for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. |
Other Intangible Assets | Other Intangible Assets Our finite-lived intangible assets consist primarily of licenses, franchise agreements and the California's Great America trade name. These intangible assets are amortized on a straight-line basis over the life of the agreement, ranging from five |
Self Insurance Reserves | Self-Insurance ReservesSelf-insurance reserves are recorded for the estimated amounts of guest and employee claims and related expenses incurred each period. Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon our historical claim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon our claims data history. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. |
Derivative Financial Instruments | Derivative Financial InstrumentsWe are exposed to market risks, primarily resulting from changes in interest rates and currency exchange rates. To manage these risks, we may enter into derivative transactions pursuant to our overall financial risk management program. We do not use derivative financial instruments for trading purposes. We typically do not designate our derivatives as cash flow hedges. Instruments that do not qualify for hedge accounting are prospectively adjusted to fair value each reporting period through "Net effect of swaps". |
Leases | Leases We have commitments under various operating leases. Right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The discount rate used to determine the present value of the future lease payments is generally our incremental borrowing rate as the rate implicit in most of our leases is not readily determinable. As a practical expedient, a relief provided in the accounting standard to simplify compliance, we do not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less and have elected to not separate lease components from non-lease components. The current portion of our lease liability is recorded within " Other accrued liabilities |
Revenue Recognition and related receivables and contract liabilities | Revenue Recognition and related receivables and contract liabilities As disclosed within the consolidated statements of operations and comprehensive income (loss), revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other". Due to our highly seasonal operations, a substantial portion of our revenues typically are generated 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 associated with that product. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns. In some instances, we arrange with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and we act as an agent, resulting in net revenues recorded within the consolidated statements of operations and comprehensive income (loss). Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other," are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are either fixed or are variable based on achievement of specified operating metrics. We estimate variable revenues and perform a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal. Most deferred revenue is classified as current within the balance sheet. However, a portion of deferred revenue is typically classified as non-current during the third quarter related to season-long products sold in the current season for use in the subsequent season. Season-long products are typically sold beginning in August of the year preceding the operating season. Season-long products may subsequently be recognized 12 to 16 months after purchase depending on the date of sale. We estimate the number of uses expected outside of the next twelve months for each type of product and classify the related deferred revenue as non-current in the consolidated balance sheets. Except for the non-current deferred revenue described above, our contracts with customers typically have an original duration of one year or less. For these short-term contracts, we use the practical expedient applicable to such contracts and have not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when we expect to recognize this revenue. Further, we elected to recognize incremental costs of obtaining a contract as an expense when incurred as the amortization period of the asset would be less than one year. Lastly, we elected not to adjust consideration for the effects of significant financing components of our installment purchase plans because the terms of these plans do not exceed one year. |
Advertising Costs | Advertising CostsProduction costs of commercials and programming are expensed in the year first aired. All other costs associated with advertising, promotion and marketing programs are expensed as incurred, or for certain costs, over each park's operating season. |
Equity-Based Compensation | Equity-Based Compensation We measure compensation cost for all equity-based awards at fair value on the date of grant. We recognize the compensation cost over the service period. We recognize forfeitures as they occur. |
Income Taxes | Income Taxes Our legal entity structure includes both partnerships and corporate subsidiaries. We are subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal state and local income taxes on income from our corporate subsidiaries and foreign income taxes on our foreign subsidiary. As such, the total provision 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 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. Neither financial reporting income, nor the cash distributions to unitholders, can be used as a substitute for the detailed tax calculations that we must perform annually for our partners. Net income from the Partnership is not treated as passive income for federal income tax purposes. As a result, partners subject to the passive activity loss rules are not permitted to offset income from the Partnership with passive losses from other sources. |
Earnings Per Unit | Earnings Per UnitFor purposes of calculating the basic and diluted earnings per limited partner unit, no adjustments have been made to the reported amounts of net income (loss). |
New Accounting Pronouncements | 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. The standard did not have a material effect on the consolidated financial statements and related disclosures. |
Description of the Business a_3
Description of the Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Foreign Currency Gains and Losses | Foreign currency losses (gains) for the periods presented were as follows: Years Ended December 31, (In thousands) 2022 2021 2020 Loss (gain) on foreign currency related to re-measurement of U.S. dollar denominated notes held in Canada $ 23,274 $ 5,986 $ (9,344) Loss (gain) on other transactions 510 191 (2,839) Loss (gain) on foreign currency $ 23,784 $ 6,177 $ (12,183) |
Schedule of Property, Plant and Equipment. Weighted Average Useful Lives | The estimated useful lives of the assets are as follows: Land improvements Approximately 25 years Buildings 25 years - 40 years Rides 10 years - 20 years Equipment 2 years - 10 years |
Schedule of Weighted Average Number of Units | The unit amounts used in calculating the basic and diluted earnings per limited partner unit for the years ended December 31, 2022, 2021 and 2020 are as follows: Years Ended December 31, (In thousands, except per unit amounts) 2022 2021 2020 Basic weighted average units outstanding 55,825 56,610 56,476 Effect of dilutive units: Deferred units ( Note 8 ) 72 — — Performance units ( Note 8 ) 29 — — Restricted units ( Note 8 ) 463 — — Unit options ( Note 8 ) 25 — — Diluted weighted average units outstanding 56,414 56,610 56,476 Net (loss) income per unit - basic $ 5.51 $ (0.86) $ (10.45) Net (loss) income per unit - diluted $ 5.45 $ (0.86) $ (10.45) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | 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. Years Ended December 31, (In thousands) 2022 2021 2020 In-park revenues $ 1,659,183 $ 1,209,505 $ 120,370 Out-of-park revenues 213,337 167,978 67,375 Concessionaire remittance (55,137) (39,264) (6,190) Net revenues $ 1,817,383 $ 1,338,219 $ 181,555 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Partnership's Carrying Value of Goodwill | Changes in the carrying value of goodwill for the years ended December 31, 2022 and December 31, 2021 were: (In thousands) Goodwill Balance as of December 31, 2020 $ 266,961 Foreign currency exchange translation 271 Balance as of December 31, 2021 $ 267,232 Foreign currency exchange translation (4,026) Balance as of December 31, 2022 $ 263,206 |
Schedule of Partnership's Other Intangible Assets | As of December 31, 2022 and December 31, 2021, other intangible assets consisted of the following: (In thousands) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value December 31, 2022 Other intangible assets: Trade names (1) 5.5 years $ 48,619 $ (63) $ 48,556 License / franchise agreements 13.0 years 4,293 (3,899) 394 Total other intangible assets $ 52,912 $ (3,962) $ 48,950 December 31, 2021 Other intangible assets: Trade names — $ 49,515 $ — $ 49,515 License / franchise agreements 12.0 years 4,262 (3,783) 479 Total other intangible assets $ 53,777 $ (3,783) $ 49,994 (1) The weighted average amortization period represents the California's Great America trade name. Our other trade names are indefinite-lived. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt as of December 31, 2022 and December 31, 2021 consisted of the following: (In thousands) December 31, 2022 December 31, 2021 U.S. term loan averaging 2.56% in 2022; 1.85% in 2021 (1) $ — $ 264,250 Notes 2025 U.S. fixed rate senior secured notes at 5.500% 1,000,000 1,000,000 2027 U.S. fixed rate senior unsecured notes at 5.375% 500,000 500,000 2028 U.S. fixed rate senior unsecured notes at 6.500% 300,000 300,000 2029 U.S. fixed rate senior unsecured notes at 5.250% 500,000 500,000 2,300,000 2,564,250 Less current portion — — 2,300,000 2,564,250 Less debt issuance costs and original issue discount (31,845) (45,314) $ 2,268,155 $ 2,518,936 (1) The weighted average interest rates do not reflect the effect of interest rate swap agreements; see Note 7 . The 2022 year-to-date interest rate reflects borrowings prior to full repayment of the term loan facility during the third quarter of 2022. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments in Condensed Consolidated Balance Sheet | The fair value of our swap portfolio, including the location within the consolidated balance sheets, for the periods presented were as follows: (In thousands) Balance Sheet Location December 31, 2022 December 31, 2021 Derivatives not designated as hedging instruments: Interest rate swaps Derivative Liability — $ (20,086) |
Partners' Equity and Equity-B_2
Partners' Equity and Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Partners' Capital Notes [Abstract] | |
Schedule of Share-based Compensation, Activity | Equity-based compensation expense recognized in the consolidated statements of operations and comprehensive income (loss) within "Selling, General and Administrative Expense" for the applicable periods was as follows: Years Ended December 31, (In thousands) 2022 2021 (1) 2020 (2) Awards Payable in Cash or Equity Deferred units $ (206) $ 1,014 $ (588) Awards Payable in Equity Performance units 12,787 10,554 (5,270) Restricted units 7,613 4,878 5,061 Total equity-based compensation expense $ 20,194 $ 16,446 $ (797) (1) Due to the effects of the COVID-19 pandemic on 2020 results, the 2018-2020 three-year performance plan was below the payout threshold. Given that two full years of the program were completed, the 2018-2020 performance unit awards were modified to allow for a payout taking into account 2018-2019 results, management's performance relative to 2020 COVID-19 strategic goals and 2020 pre-COVID-19 forecast, resulting in $3.9 million of additional expense recognized during the year ended December 31, 2021. (2) The market value of our deferred unit awards and the anticipated payout of our annual performance unit awards decreased due to the effects of the COVID-19 pandemic resulting in expense reversed during the year ended December 31, 2020. |
Schedule of Share-based Compensation, Stock Options, Activity | Deferred Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Outstanding deferred units at December 31, 2021 56 $ 51.70 Granted (1) 7 $ 42.31 Settled (13) $ 56.67 Outstanding deferred units at December 31, 2022 50 $ 49.00 (1) Includes 1 forfeitable distribution-equivalent units Performance Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested performance units at December 31, 2021 430 $ 43.13 Granted (1) 414 $ 55.73 Forfeited (15) $ 54.71 Vested (92) $ 27.92 Unvested performance units at December 31, 2022 737 $ 51.87 (1) Includes 10 forfeitable distribution-equivalent units (In thousands, except per unit amounts) Unit Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at December 31, 2021 118 $ 35.27 Exercised (27) $ 29.53 Options outstanding at December 31, 2022 91 $ 36.95 Options exercisable, end of year 91 $ 36.95 0.2 years $ 399 |
Schedule of Nonvested Restricted Stock Units Activity | Restricted Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested restricted units at December 31, 2021 228 $ 49.44 Granted 241 $ 52.65 Forfeited (7) $ 53.82 Vested (121) $ 49.02 Unvested restricted units at December 31, 2022 341 $ 51.77 |
Income and Partnership Taxes (T
Income and Partnership Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) | Significant components of income (loss) before taxes for the years ended December 31, 2022, 2021 and 2020 were as follows: (In thousands) 2022 2021 2020 Domestic $ 327,897 $ (3,603) $ (675,746) Foreign 43,760 (24,880) (52,412) Total income (loss) before taxes $ 371,657 $ (28,483) $ (728,158) |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes was comprised of the following for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Current federal $ 22,912 $ (21,438) $ (61,726) Current state and local 2,799 1,395 (3,747) Current foreign 19,456 2,896 (32,987) Total current 45,167 (17,147) (98,460) Deferred federal, state and local 6,113 17,870 (43,220) Deferred foreign (1,728) 9,018 1,287 Total deferred 4,385 26,888 (41,933) Total provision (benefit) for income taxes $ 49,552 $ 9,741 $ (140,393) |
Schedule of Effective Income Tax Rate Reconciliation | The sources and tax effects of the differences were as follows: (In thousands) 2022 2021 2020 Income tax provision based on the U.S. federal statutory tax rate $ 78,048 $ (5,981) $ (152,913) Partnership (income) loss not subject to corporate income tax (38,556) 257 47,631 State and local taxes, net 8,154 776 (20,594) Valuation allowance 9 14,619 3,150 Expired foreign tax credits — 888 2,253 Tax credits (1,483) (901) (426) Change in U.S. tax law (107) (1,326) (17,983) Foreign currency translation losses (gains) 4,754 1,143 (1,455) Nondeductible expenses and other (1,267) 266 (56) Total provision (benefit) for income taxes $ 49,552 $ 9,741 $ (140,393) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities as of December 31, 2022 and December 31, 2021 were as follows: (In thousands) 2022 2021 Deferred tax assets: Compensation $ 14,817 $ 11,835 Accrued expenses 4,135 5,051 Foreign tax credits 11,467 8,392 Tax attribute carryforwards 13,823 20,580 Derivatives — 5,021 Foreign currency translation 5,313 2,523 Deferred revenue 1,911 3,539 Lease liability 19,037 — Deferred tax assets 70,503 56,941 Valuation allowance (24,228) (24,374) Net deferred tax assets 46,275 32,567 Deferred tax liabilities: Property (76,871) (78,062) Intangibles (20,170) (20,988) Right-of-use asset (18,646) — Deferred tax liabilities (115,687) (99,050) Net deferred tax liability $ (69,412) $ (66,483) |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost | Total lease cost and related supplemental information for the years ended December 31, 2022, 2021 and 2020 were as follows: Years Ended December 31, (In thousands, except for lease term and discount rate) 2022 2021 2020 Operating lease expense $ 9,857 $ 2,711 $ 2,797 Variable lease expense 972 872 173 Short-term lease expense 8,769 7,563 2,205 Sublease income (715) — — Total lease cost $ 18,883 $ 11,146 $ 5,175 Weighted-average remaining lease term 6.7 years 14.1 years 16.8 years Weighted-average discount rate 3.7 % 3.7 % 4.1 % Operating cash flows for operating leases $ 9,034 $ 2,299 $ 2,679 Leased assets obtained in exchange for new operating lease liabilities (non-cash activity) $ 85,789 $ 4,914 $ 1,769 |
Schedule of Future Cash Flows under Operating Leases | Future undiscounted cash flows under our operating leases and a reconciliation to the operating lease liabilities recognized as of December 31, 2022 are included below: (In thousands) December 31, 2022 Undiscounted cash flows 2023 $ 15,256 2024 15,039 2025 15,251 2026 15,316 2027 15,325 Thereafter 31,836 Total $ 108,023 Present value of cash flows Current lease liability $ 12,043 Lease Liability 81,757 Total $ 93,800 Difference between undiscounted cash flows and discounted cash flows $ 14,223 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The table below presents the balances of assets and liabilities measured at fair value as of December 31, 2022 and December 31, 2021 on a recurring basis, as well as the fair values of other financial instruments, including their locations within the consolidated balance sheets: (In thousands) December 31, 2022 December 31, 2021 Balance Sheet Location Fair Value Hierarchy Level Carrying Value Fair Value Carrying Value Fair Value Financial assets (liabilities) measured on a recurring basis: Short-term investments Other current assets Level 1 $ 432 $ 432 $ 478 $ 478 Interest rate swaps Derivative Liability Level 2 — — $ (20,086) $ (20,086) Other financial assets (liabilities): Term debt Long-Term Debt (1) Level 2 — — $ (264,250) $ (257,644) 2025 senior notes Long-Term Debt (1) Level 2 $ (1,000,000) $ (985,000) $ (1,000,000) $ (1,035,000) 2027 senior notes Long-Term Debt (1) Level 1 $ (500,000) $ (476,250) $ (500,000) $ (513,750) 2028 senior notes Long-Term Debt (1) Level 1 $ (300,000) $ (291,000) $ (300,000) $ (319,125) 2029 senior notes Long-Term Debt (1) Level 1 $ (500,000) $ (446,250) $ (500,000) $ (513,750) (1) Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $31.8 million and $45.3 million as of December 31, 2022 and December 31, 2021, respectively. |
Partnership Organization (Detai
Partnership Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Limited partners' capital account, units outstanding (in shares) | 52,562,832 | 56,854,214 | |
Partners' capital account, units held in treasury (in shares) | 4,499,151 | 207,769 | |
Per-unit distribution made to limited partners (in dollars per share) | $ 0.60 | ||
Payments of distributions to affiliates | $ 33,455 | $ 0 | $ 53,020 |
Cedar Fair Management Inc | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
General partner ownership interest (in percent) | 0.001% |
Description of the Business a_4
Description of the Business and Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) property | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Number of properties in operation (in properties) | property | 10 | ||||
Number of properties (in properties) | property | 13 | ||||
Deferred employer's share of social security taxes due to CARES Act | $ 8,200 | ||||
Tax benefits from the employee retention credit program due to CARES Act | $ 500 | 3,700 | |||
Taxes due in increments | 50% | 50% | |||
Canada emergency wage subsidy due to CARES Act | 5,100 | 5,000 | |||
Number of reportable segments (in segments) | segment | 1 | ||||
Depreciation and amortization | $ 153,000 | 148,400 | 157,000 | ||
Self-insurance reserves | $ 27,766 | $ 24,573 | $ 27,766 | 24,573 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued liabilities | Other accrued liabilities | |||
Advertising expense | $ 45,500 | $ 37,000 | $ 10,500 | ||
Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Weighted Average Amortization Period | 5 years | ||||
Revenue recognition, term | 12 months | ||||
Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Weighted Average Amortization Period | 20 years | ||||
Revenue recognition, term | 16 months |
Description of the Business a_5
Description of the Business and Significant Accounting Policies - Schedule of Foreign Currency Gains and Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Loss (gain) on foreign currency related to re-measurement of U.S. dollar denominated notes held in Canada | $ 23,274 | $ 5,986 | $ (9,344) |
Loss (gain) on other transactions | 510 | 191 | (2,839) |
Loss (gain) on foreign currency | $ 23,784 | $ 6,177 | $ (12,183) |
Description of the Business a_6
Description of the Business and Significant Accounting Policies - Schedule of Property, Plant and Equipment. Weighted Average Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Land improvements | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 25 years |
Buildings | Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 25 years |
Buildings | Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 40 years |
Rides | Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 10 years |
Rides | Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 20 years |
Equipment | Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 2 years |
Equipment | Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 10 years |
Description of the Business a_7
Description of the Business and Significant Accounting Policies - Schedule of Weighted Average Number of Units (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Basic weighted average units outstanding (in shares) | 55,825 | 56,610 | 56,476 |
Effect of dilutive units: | |||
Deferred units (in shares) | 72 | 0 | 0 |
Performance units (in shares) | 29 | 0 | 0 |
Restricted units (in shares) | 463 | 0 | 0 |
Unit options (in shares) | 25 | 0 | 0 |
Diluted weighted average units outstanding (in shares) | 56,414 | 56,610 | 56,476 |
Net (loss) income per unit - basic (in dollars per share) | $ 5.51 | $ (0.86) | $ (10.45) |
Net (loss) income per unit - diluted (in dollars per share) | $ 5.45 | $ (0.86) | $ (10.45) |
Antidilutive securities excluded from computation of earnings per share (in shares) | 400 | 300 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Concessionaire remittance | $ (55,137) | $ (39,264) | $ (6,190) |
Net revenues | 1,817,383 | 1,338,219 | 181,555 |
In-park revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | 1,659,183 | 1,209,505 | 120,370 |
Out-of-park revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ 213,337 | $ 167,978 | $ 67,375 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) monthlyInstallment | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 162,711 | $ 187,600 | $ 187,599 |
Payment terms for billing | 30 days | ||
Allowance for doubtful accounts receivable | $ 5,800 | $ 5,700 | |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Number of monthly installments (in monthly installments) | monthlyInstallment | 3 | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Number of monthly installments (in monthly installments) | monthlyInstallment | 12 | ||
Non-Current Deferred Revenue | Pandemic COVID-19 | |||
Disaggregation of Revenue [Line Items] | |||
Non-current deferred revenue | $ 10,000 |
Long-Lived Assets - Narrative (
Long-Lived Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Jun. 27, 2022 | Mar. 29, 2020 | Dec. 31, 2022 | |
Long-Lived Assets [Line Items] | |||
Gain on sale of assets | $ 155.3 | ||
Term of contract | 6 years | ||
Annual increase (decrease) in depreciation | $ 8 | ||
Impairment, Long-Lived Asset, Held-for-Use, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain Loss on Retirement and Impairment of Property Plant and Equipment | ||
Schlitterbahn | |||
Long-Lived Assets [Line Items] | |||
Impairment of long-lived assets held-for-use | $ 2.7 | ||
Land | |||
Long-Lived Assets [Line Items] | |||
Term of contract | 6 years | ||
Rides | |||
Long-Lived Assets [Line Items] | |||
Useful lives (in years) | 5 years 6 months | ||
California's Great America | |||
Long-Lived Assets [Line Items] | |||
Cash purchase price | $ 310 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Jun. 26, 2022 | Dec. 31, 2022 | Jun. 26, 2022 | Dec. 31, 2021 | Sep. 27, 2020 | Mar. 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 26, 2022 | |
Goodwill [Line Items] | ||||||||||
Goodwill and intangible asset impairment | $ 0 | $ 0 | $ 0 | $ 0 | $ 103,999,000 | |||||
Goodwill | 263,206,000 | 267,232,000 | 263,206,000 | 267,232,000 | $ 266,961,000 | |||||
Schlitterbahn | ||||||||||
Goodwill [Line Items] | ||||||||||
Fair value carrying amount | 10% | |||||||||
Goodwill | $ 93,100,000 | $ 93,100,000 | ||||||||
Goodwill, impairment loss | $ 11,300,000 | $ 73,600,000 | ||||||||
Dorney Park | ||||||||||
Goodwill [Line Items] | ||||||||||
Goodwill, impairment loss | 2,300,000 | 6,800,000 | ||||||||
Trade names | ||||||||||
Goodwill [Line Items] | ||||||||||
Weighted Average Amortization Period | 5 years 6 months | |||||||||
California's Great America | Trade names | ||||||||||
Goodwill [Line Items] | ||||||||||
Weighted Average Amortization Period | 5 years 6 months | |||||||||
Trade names | ||||||||||
Goodwill [Line Items] | ||||||||||
Indefinite-lived intangible assets | $ 49,515,000 | $ 49,515,000 | ||||||||
Trade names | Schlitterbahn | ||||||||||
Goodwill [Line Items] | ||||||||||
Impairment of intangible assets | $ 2,200,000 | $ 7,900,000 | ||||||||
Trade names | California's Great America | ||||||||||
Goodwill [Line Items] | ||||||||||
Indefinite-lived intangible assets | $ 700,000 | $ 700,000 | ||||||||
Impairment of intangible assets | $ 0 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Changes in Partnership's Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | $ 267,232 | $ 266,961 |
Foreign currency exchange translation | (4,026) | 271 |
Goodwill ending balance | $ 263,206 | $ 267,232 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Partnership's Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 26, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Gross Carrying Amount | $ 52,912 | $ 53,777 | |
Accumulated Amortization | (3,962) | (3,783) | |
Total other intangible assets, net carrying value | $ 48,950 | $ 49,994 | |
Trade names | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 5 years 6 months | ||
Trade names | California's Great America | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 5 years 6 months | ||
Gross Carrying Amount | $ 48,619 | ||
Accumulated Amortization | (63) | ||
Net Carrying Value | $ 48,556 | ||
License / franchise agreements | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Weighted Average Amortization Period | 13 years | 12 years | |
Gross Carrying Amount | $ 4,293 | $ 4,262 | |
Accumulated Amortization | (3,899) | (3,783) | |
Net Carrying Value | $ 394 | 479 | |
Trade names | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Carrying amount/value | $ 49,515 | ||
Trade names | California's Great America | |||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Carrying amount/value | $ 700 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 2,300,000 | $ 2,564,250 | |
Less current portion | 0 | 0 | |
Long term debt, gross, excluding current maturities | 2,300,000 | 2,564,250 | |
Less debt issuance costs and original issue discount | (31,845) | (45,314) | |
Long-Term Debt, Total | $ 2,268,155 | 2,518,936 | |
2027 U.S. fixed rate senior unsecured notes at 5.375% | |||
Debt Instrument [Line Items] | |||
Stated interest rate percentage | 5.375% | ||
Long-term debt, gross | $ 500,000 | 500,000 | |
2028 U.S. fixed rate senior unsecured notes at 6.500% | |||
Debt Instrument [Line Items] | |||
Stated interest rate percentage | 6.50% | ||
Long-term debt, gross | $ 300,000 | 300,000 | |
2029 U.S. fixed rate senior unsecured notes at 5.250% | |||
Debt Instrument [Line Items] | |||
Stated interest rate percentage | 5.25% | ||
Long-term debt, gross | $ 500,000 | $ 500,000 | |
Senior Secured Term Loan | U.S. term loan averaging 2.56% in 2022; 1.85% in 2021 | |||
Debt Instrument [Line Items] | |||
Interest rate during period | 2.56% | 1.85% | |
Long-term debt, gross | $ 0 | $ 264,250 | |
Secured debt | 2025 U.S. fixed rate senior secured notes at 5.500% | |||
Debt Instrument [Line Items] | |||
Stated interest rate percentage | 5.50% | 5.50% | |
Long-term debt, gross | $ 1,000,000 | $ 1,000,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 17, 2021 | Apr. 30, 2022 | Oct. 31, 2020 | Apr. 30, 2020 | Jun. 30, 2019 | Sep. 25, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2017 | Jun. 30, 2014 | |
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, increase (decrease), net | $ 75,000,000 | |||||||||||
Available borrowings under revolving credit facility | $ 359,200,000 | $ 280,100,000 | $ 359,200,000 | |||||||||
Revolving credit facility | 185,000,000 | |||||||||||
Loss on early debt extinguishment | $ 1,810,000 | 5,909,000 | $ 2,262,000 | |||||||||
Restricted Payments | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument consolidated leverage ratio | 5.25 | |||||||||||
Debt instrument restricted payment | $ 100,000,000 | |||||||||||
2017 Credit Agreement | Secured debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of secured debt | $ 463,300,000 | |||||||||||
Loss on early debt extinguishment | $ 1,800,000 | |||||||||||
2017 Credit Agreement | Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate percentage | 1.75% | |||||||||||
2017 Credit Agreement | Secured debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of secured debt | 264,300,000 | |||||||||||
2017 Credit Agreement | Senior Secured Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving credit facility outstanding amount | 0 | 0 | 0 | |||||||||
Second Amended 2017 Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin over LIBOR | 3% | |||||||||||
Second Amended 2017 Credit Agreement | Bridge Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 15,000,000 | |||||||||||
Second Amended 2017 Credit Agreement | CDOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin over LIBOR | 2% | |||||||||||
Second Amended 2017 Credit Agreement | Senior Secured Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee percentage | 0.375% | |||||||||||
Third Amendment, 2017 Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin over LIBOR | 3.50% | |||||||||||
Third Amendment, 2017 Credit Agreement | Redemption period one | Secured debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total indebtedness to consolidated cash flow ratio requirement | 4.50 | |||||||||||
Third Amendment, 2017 Credit Agreement | Redemption period two | Secured debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total indebtedness to consolidated cash flow ratio requirement | 4 | |||||||||||
Third Amendment, 2017 Credit Agreement | Redemption period three | Secured debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total indebtedness to consolidated cash flow ratio requirement | 3.75 | |||||||||||
Third Amendment, 2017 Credit Agreement | CDOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate margin over LIBOR | 2.50% | |||||||||||
Third Amendment, 2017 Credit Agreement | Secured debt | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 300,000,000 | |||||||||||
Third Amendment, 2017 Credit Agreement | Senior Secured Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Commitment fee percentage | 0.625% | |||||||||||
Standby Letters of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Standby letters of credit outstanding, amount | 15,800,000 | $ 19,900,000 | $ 15,800,000 | |||||||||
2025 U.S. fixed rate senior secured notes at 5.500% | Secured debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 1,000,000,000 | |||||||||||
Stated interest rate percentage | 5.50% | 5.50% | ||||||||||
Notes Payable due 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 450,000,000 | |||||||||||
Stated interest rate percentage | 5.375% | |||||||||||
Early call date, premium price, percentage | 100.896% | |||||||||||
Loss on early debt extinguishment | 5,900,000 | |||||||||||
Debt premium payments | 4,100,000 | |||||||||||
Write off of debt issuance cost | $ 1,800,000 | |||||||||||
2027 U.S. fixed rate senior unsecured notes at 5.375% | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate percentage | 5.375% | |||||||||||
2027 U.S. fixed rate senior unsecured notes at 5.375% | Senior Unsecured Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||
Stated interest rate percentage | 5.375% | |||||||||||
2029 Notes at 5.250% | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate percentage | 5.25% | |||||||||||
2029 Notes at 5.250% | Senior Unsecured Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||
Stated interest rate percentage | 5.25% | |||||||||||
Redemption percentage of original face amount | 100% | |||||||||||
2028 Senior Notes | Secured debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 300,000,000 | |||||||||||
Stated interest rate percentage | 6.50% | |||||||||||
Early call date, premium price, percentage | 106.50% | |||||||||||
Redemption price, percentage (up to) | 35% | |||||||||||
Redemption percentage of original face amount | 100% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) | 3 Months Ended | |
Sep. 25, 2022 USD ($) | Dec. 31, 2021 USD ($) contract | |
Derivative [Line Items] | ||
Cash receipt | $ | $ 5,300,000 | |
Interest Rate Swap at 2.88 | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Number of derivative instruments (in contracts) | contract | 4 | |
Derivative, notional amount | $ | $ 500,000,000 | |
Derivative, forward interest rate | 2.88% | |
Interest Rate Swap at 4.63% | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Derivative, forward interest rate | 4.63% | |
Forward Starting Interest Rate Swap | Cash Flow Hedging | ||
Derivative [Line Items] | ||
Number of derivative instruments (in contracts) | contract | 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Derivative Liability | $ 0 | $ (20,086) |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Derivative Liability | Derivative Liability |
Interest rate swaps | Derivatives not designated as hedging instruments: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability | $ 0 | $ (20,086) |
Partners' Equity and Equity-B_3
Partners' Equity and Equity-Based Compensation - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) performanceTarget $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | Aug. 03, 2022 USD ($) | Jun. 30, 2016 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Special L.P. interests | $ 5,290,000 | $ 5,290,000 | |||
Award based units (in shares) | shares | 343,511 | ||||
Number of performance targets (in performance targets) | performanceTarget | 3 | ||||
Total intrinsic value of options exercised | $ 700,000 | $ 2,000,000 | $ 0 | ||
Stock repurchase program, authorized | $ 250,000,000 | ||||
Repurchase of limited partnership units (in shares) | shares | 4,500,000 | 0 | 0 | ||
Repurchase average price (in dollars per share) | $ / shares | $ 41.28 | ||||
Repurchase of limited partnership amount | $ 187,400,000 | ||||
Remaining authorized repurchase amount | $ 62,600,000 | ||||
Performance units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Period to achieve performance targets | 6 months | ||||
Performance units awarded limited partnership | 1 year | ||||
Performance units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Performance units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Restricted units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Restricted units | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | shares | 212,273 | ||||
Restricted units | Tranche Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | shares | 107,274 | ||||
Restricted units | Tranche Three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested (in shares) | shares | 21,235 | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Range of exercise prices, upper limit (in dollars per share) | $ / shares | $ 36.95 | ||||
2016 Omnibus incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unit options and other forms of equity authorized under equity incentive plan (in shares) | shares | 2,800,000 | ||||
Options granted (in shares) | shares | 0 | ||||
2008 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unit options and other forms of equity authorized under equity incentive plan (in shares) | shares | 2,500,000 | ||||
2008 Omnibus Incentive Plan | Fixed Price Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unit options outstanding (in shares) | shares | 90,928 | ||||
Awards Payable in Cash or Equity | Deferred units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Aggregate market value of contingently issuable units | $ 2,100,000 | ||||
Unamortized compensation related to unvested phantom unit awards | 0 | ||||
Awards Payable in Equity | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution equivalent liability | 300,000 | ||||
Awards Payable in Equity | Other accrued liabilities | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution equivalent liability | 100,000 | ||||
Awards Payable in Equity | Other Liabilities | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Distribution equivalent liability | 100,000 | ||||
Awards Payable in Equity | Performance units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized compensation related to unvested phantom unit awards | $ 20,600,000 | ||||
Unamortized compensation related to unvested phantom unit awards, period for recognition | 1 year 8 months 12 days | ||||
Awards Payable in Equity | Restricted units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized compensation related to unvested phantom unit awards | $ 10,200,000 | ||||
Unamortized compensation related to unvested phantom unit awards, period for recognition | 1 year 10 months 24 days | ||||
Awards Payable in Equity | 2013 and 2012 Option Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Expected term, maximum | 10 years |
Partners' Equity and Equity-B_4
Partners' Equity and Equity-Based Compensation - Equity Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 20,194 | $ 16,446 | $ (797) |
Non-cash equity-based compensation expense | 20,589 | 15,431 | (209) |
Deferred units | Awards Payable in Cash or Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ (206) | 1,014 | (588) |
Award vesting period | 1 year | ||
Performance units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 3,900 | ||
Award vesting period | 3 years | ||
Performance units | Awards Payable in Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 12,787 | 10,554 | (5,270) |
Restricted units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Restricted units | Awards Payable in Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash equity-based compensation expense | $ 7,613 | $ 4,878 | $ 5,061 |
Partners' Equity and Equity-B_5
Partners' Equity and Equity-Based Compensation - Nonvested Unit Options Activity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Deferred units | |
Number of Units | |
Unvested shares at period start (in shares) | 56,000 |
Granted (in shares) | 7,000 |
Vested (in shares) | (13,000) |
Unvested shares at period end (in shares) | 50,000 |
Weighted Average Grant Date Fair Value Per Unit | |
Unvested shares at period start (in dollars per share) | $ / shares | $ 51.70 |
Granted (in dollars per share) | $ / shares | 42.31 |
Vested (in dollars per share) | $ / shares | 56.67 |
Unvested Shares at period end (in dollars per share) | $ / shares | $ 49 |
Forfeitable distribution equivalent units (in shares) | 1,000 |
Performance units | |
Number of Units | |
Unvested shares at period start (in shares) | 430,000 |
Granted (in shares) | 414,000 |
Forfeited (in shares) | (15,000) |
Vested (in shares) | (92,000) |
Unvested shares at period end (in shares) | 737,000 |
Weighted Average Grant Date Fair Value Per Unit | |
Unvested shares at period start (in dollars per share) | $ / shares | $ 43.13 |
Granted (in dollars per share) | $ / shares | 55.73 |
Forfeited (in dollars per share) | $ / shares | 54.71 |
Vested (in dollars per share) | $ / shares | 27.92 |
Unvested Shares at period end (in dollars per share) | $ / shares | $ 51.87 |
Forfeitable distribution equivalent units (in shares) | 10,000 |
Restricted units | |
Number of Units | |
Unvested shares at period start (in shares) | 228,000 |
Granted (in shares) | 241,000 |
Forfeited (in shares) | (7,000) |
Vested (in shares) | (121,000) |
Unvested shares at period end (in shares) | 341,000 |
Weighted Average Grant Date Fair Value Per Unit | |
Unvested shares at period start (in dollars per share) | $ / shares | $ 49.44 |
Granted (in dollars per share) | $ / shares | 52.65 |
Forfeited (in dollars per share) | $ / shares | 53.82 |
Vested (in dollars per share) | $ / shares | 49.02 |
Unvested Shares at period end (in dollars per share) | $ / shares | $ 51.77 |
Partners' Equity and Equity-B_6
Partners' Equity and Equity-Based Compensation - Unit Option Activity (Details) - Options $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Options outstanding at beginning of period (in shares) | shares | 118 |
Exercised (in shares) | shares | (27) |
Options outstanding at end of period (in shares) | shares | 91 |
Options exercisable (in shares) | shares | 91 |
Weighted Average Exercise Price | |
Options outstanding at beginning of period (in dollars per share) | $ / shares | $ 35.27 |
Exercised (in dollars per share) | $ / shares | 29.53 |
Options outstanding at end of period (in dollars per share) | $ / shares | 36.95 |
Options exercisable (in dollars per share) | $ / shares | $ 36.95 |
Weighted Average Remaining Contractual Life | 2 months 12 days |
Aggregate Intrinsic Value | $ | $ 399 |
Retirement Plans (Details)
Retirement Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) employee | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Retirement Benefits [Abstract] | |||
Noncontributory retirement plans, amounts accrued | $ 4.8 | $ 1.8 | |
Matching contributions made by partnership, net of forfeitures | $ 5.7 | 4.7 | $ 3.8 |
Multiemployer plan, number of employees (in employees) | employee | 260 | ||
Multiemployer plan, employer contribution, cost | $ 2.1 | $ 1.9 | $ 2 |
Multiemployer plan, number of employees expected to decertify (in employees) | employee | 15 |
Income and Partnership Taxes -
Income and Partnership Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 26, 2022 | Mar. 27, 2022 | |
Operating Loss Carryforwards [Line Items] | |||||
Provision (benefit) for taxes | $ 63,989 | $ 20,035 | $ (137,915) | ||
Provision for the PTP tax | 14,400 | 10,300 | 2,500 | ||
Provision (benefit) pertaining to corporate subsidiaries | 49,552 | 9,741 | $ (140,393) | ||
Operating loss carryforwards, valuation allowance | 24,200 | ||||
Valuation allowance | 24,228 | 24,374 | |||
Other tax carryforwards | 12,700 | ||||
Foreign tax credit carryforwards available for U.S. federal income tax purposes | 11,467 | 8,392 | |||
Tax attribute carryforwards | 13,823 | 20,580 | |||
Income taxes receivable, CARES Act | $ 77,100 | ||||
Additional income taxes receivable | $ 11,100 | ||||
Deferred tax liabilities, OCI | 1,200 | $ 3,300 | |||
UNITED STATES | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income taxes receivable, CARES Act | 2,500 | ||||
Capital loss carryforward | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward | 2,300 | ||||
State and local | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, valuation allowance | 10,400 | ||||
Valuation allowance, deferred tax asset, increase (decrease) | (3,100) | ||||
Tax attribute carryforwards | 11,500 | ||||
Foreign | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance | 11,500 | ||||
Valuation allowance, deferred tax asset, increase (decrease) | 3,100 | ||||
Foreign | CANADA | |||||
Operating Loss Carryforwards [Line Items] | |||||
Valuation allowance | 2,300 | ||||
Valuation allowance, deferred tax asset, increase (decrease) | $ (100) |
Income and Partnership Taxes _2
Income and Partnership Taxes - Income Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 327,897 | $ (3,603) | $ (675,746) |
Foreign | 43,760 | (24,880) | (52,412) |
Income (loss) before taxes | $ 371,657 | $ (28,483) | $ (728,158) |
Income and Partnership Taxes _3
Income and Partnership Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current federal | $ 22,912 | $ (21,438) | $ (61,726) |
Current state and local | 2,799 | 1,395 | (3,747) |
Current foreign | 19,456 | 2,896 | (32,987) |
Total current | 45,167 | (17,147) | (98,460) |
Deferred federal, state and local | 6,113 | 17,870 | (43,220) |
Deferred foreign | (1,728) | 9,018 | 1,287 |
Total deferred | 4,385 | 26,888 | (41,933) |
Total provision (benefit) for income taxes | $ 49,552 | $ 9,741 | $ (140,393) |
Income and Partnership Taxes _4
Income and Partnership Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision based on the U.S. federal statutory tax rate | $ 78,048 | $ (5,981) | $ (152,913) |
Partnership (income) loss not subject to corporate income tax | (38,556) | 257 | 47,631 |
State and local taxes, net | 8,154 | 776 | (20,594) |
Valuation allowance | 9 | 14,619 | 3,150 |
Expired foreign tax credits | 0 | 888 | 2,253 |
Tax credits | (1,483) | (901) | (426) |
Change in U.S. tax law | (107) | (1,326) | (17,983) |
Foreign currency translation losses (gains) | 4,754 | 1,143 | (1,455) |
Nondeductible expenses and other | (1,267) | 266 | (56) |
Total provision (benefit) for income taxes | $ 49,552 | $ 9,741 | $ (140,393) |
Income and Partnership Taxes _5
Income and Partnership Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Compensation | $ 14,817 | $ 11,835 |
Accrued expenses | 4,135 | 5,051 |
Foreign tax credits | 11,467 | 8,392 |
Tax attribute carryforwards | 13,823 | 20,580 |
Derivatives | 0 | 5,021 |
Foreign currency translation | 5,313 | 2,523 |
Deferred revenue | 1,911 | 3,539 |
Lease liability | 19,037 | 0 |
Deferred tax assets | 70,503 | 56,941 |
Valuation allowance | (24,228) | (24,374) |
Net deferred tax assets | 46,275 | 32,567 |
Deferred tax liabilities: | ||
Property | (76,871) | (78,062) |
Intangibles | (20,170) | (20,988) |
Right-of-use asset | (18,646) | 0 |
Deferred tax liabilities | (115,687) | (99,050) |
Net deferred tax liability | $ (69,412) | $ (66,483) |
Lease Commitments - Narrative (
Lease Commitments - Narrative (Details) - USD ($) $ in Millions | Jun. 27, 2022 | Dec. 31, 2022 |
Leases [Abstract] | ||
Term of contract | 6 years | |
Lessee, operating lease, renewal term | 5 years | |
Lessee operating lease option to terminate with prior | 2 years | |
Annual base rent | $ 12.2 | |
Annual base rent percentage | 2.50% | |
Estimated right out use asset payments | $ 12.9 |
Lease Commitments - Lease Cost
Lease Commitments - Lease Cost and Related Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expense | $ 9,857 | $ 2,711 | $ 2,797 |
Variable lease expense | 972 | 872 | 173 |
Short-term lease expense | 8,769 | 7,563 | 2,205 |
Sublease income | (715) | 0 | 0 |
Total lease cost | $ 18,883 | $ 11,146 | $ 5,175 |
Weighted-average remaining lease term | 6 years 8 months 12 days | 14 years 1 month 6 days | 16 years 9 months 18 days |
Weighted-average discount rate | 3.70% | 3.70% | 4.10% |
Operating cash flows for operating leases | $ 9,034 | $ 2,299 | $ 2,679 |
Leased assets obtained in exchange for new operating lease liabilities (non-cash activity) | $ 85,789 | $ 4,914 | $ 1,769 |
Lease Commitments - Undiscounte
Lease Commitments - Undiscounted Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Undiscounted cash flows | ||
2023 | $ 15,256 | |
2024 | 15,039 | |
2025 | 15,251 | |
2026 | 15,316 | |
2027 | 15,325 | |
Thereafter | 31,836 | |
Total | 108,023 | |
Present value of cash flows | ||
Current lease liability | 12,043 | |
Lease Liability | 81,757 | $ 13,345 |
Total | 93,800 | |
Difference between undiscounted cash flows and discounted cash flows | $ 14,223 |
Fair Value Measurements - Balan
Fair Value Measurements - Balances of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying Value | Other current assets | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 432 | $ 478 |
Carrying Value | Derivative Liability | Level 2 | Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | (20,086) |
Carrying Value | Term debt | Long-Term Debt | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of term debt | 0 | (264,250) |
Carrying Value | 2025 senior notes | Long-Term Debt | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (1,000,000) | (1,000,000) |
Carrying Value | 2027 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (500,000) | (500,000) |
Carrying Value | 2028 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (300,000) | (300,000) |
Carrying Value | 2029 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (500,000) | (500,000) |
Fair Value | Other current assets | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 432 | 478 |
Fair Value | Derivative Liability | Level 2 | Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | (20,086) |
Fair Value | Term debt | Long-Term Debt | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of term debt | 0 | (257,644) |
Fair Value | 2025 senior notes | Long-Term Debt | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (985,000) | (1,035,000) |
Fair Value | 2027 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (476,250) | (513,750) |
Fair Value | 2028 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (291,000) | (319,125) |
Fair Value | 2029 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (446,250) | (513,750) |
Debt issuance costs | $ 31,800 | $ 45,300 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent event $ in Millions | Feb. 10, 2023 USD ($) |
2025 senior notes | Secured debt | |
Subsequent Event [Line Items] | |
Debt instrument, amended, outstanding amount, pending maturity | $ 200 |
2027 senior notes | Secured debt | |
Subsequent Event [Line Items] | |
Debt instrument, amended, outstanding amount, pending maturity | $ 200 |
Third Amendment, 2017 Credit Agreement | SOFR | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 3.50% |