UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended March ~~29, 2020~~28, 2021



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

For the transition period from to .

Commission File Number: 1-9444

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)



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

One Cedar Point Drive,, Sandusky,, Ohio44870-5259

(Address of principal executive offices) (Zip Code)

(~~419~~) (419) 626-0830

(Registrant’s telephone number, including area code)

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



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

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

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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



Title of Class						Units Outstanding as of ~~May 1, 2020~~April 30, 2021
Depositary Units ~~(Representing~~ (Representing Limited Partner Interests)						~~56,703,355~~56,829,250

Page 1 of 4628 pages

Table of Contents

CEDAR FAIR, L.P.

FORM 10-Q CONTENTS

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

March 29, 2020 December 31, 2019 March 31, 2019
ASSETS
Current Assets:
Cash and cash equivalents $ 26,295
$ 182,252
$ 60,272
Receivables 25,652
63,106
44,331
Inventories 7,394
32,902
42,629
Prepaid advertising 17,435
4,095
24,487
Other current assets 16,183
11,826
13,826
92,959
294,181
185,545
Property and Equipment:
Land 435,677
441,038
269,813
Land improvements 457,922
460,534
437,241
Buildings 811,048
816,780
735,286
Rides and equipment 1,893,596
1,907,544
1,837,270
Construction in progress 114,740
70,731
102,072
3,712,983
3,696,627
3,381,682
Less accumulated depreciation (1,836,870 ) (1,855,019 ) (1,734,928 )
1,876,113
1,841,608
1,646,754
Goodwill 274,659
359,654
179,939
Other Intangibles, net 51,658
59,899
36,642
Right-of-Use Asset 13,688
14,324
72,594
Other Assets (See Note 1)
80,406
11,479
10,996
$ 2,389,483
$ 2,581,145
$ 2,132,470
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ 7,500
$ 7,500
$ 7,500
Accounts payable 39,000
29,344
47,254
Deferred revenue 30,381
151,377
151,336
Accrued interest 28,617
21,442
20,886
Accrued taxes 6,656
39,237
9,883
Accrued salaries, wages and benefits 16,866
29,549
13,996
Self-insurance reserves 25,127
24,665
23,579
Other accrued liabilities 23,692
21,024
19,745
177,839
324,138
294,179
Deferred Tax Liability 59,021
82,046
82,518
Derivative Liability 34,298
18,108
13,083
Lease Liability 10,310
10,600
65,399
Non-Current Deferred Revenue (See Note 1)
164,137
9,401
9,767
Other Liabilities 806
935
547
Long-Term Debt:
Revolving credit loans 70,000
—
120,000
Term debt 714,685
714,150
718,168
Notes 1,432,601
1,431,733
938,407
2,217,286
2,145,883
1,776,575
Partners’ Equity:
Special L.P. interests 5,290
5,290
5,290
General partner (3 ) (1 ) (2 )
Limited partners, 56,703, 56,666 and 56,587 units outstanding as of March 29, 2020, December 31, 2019 and March 31, 2019, respectively (305,152 ) (25,001 ) (133,118 )
Accumulated other comprehensive income 25,651
9,746
18,232
(274,214 ) (9,966 ) (109,598 )
$ 2,389,483
$ 2,581,145
$ 2,132,470


	March 28, 2021		December 31, 2020		March 29, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	271,730	$	376,736	$	26,295
Receivables	33,402		34,445		25,652
Inventories	48,004		47,479		7,394
Prepaid advertising	6,926		2,838		17,435
Current income tax receivable	93,496		69,104		0
Other current assets	25,847		23,909		16,183
	479,405		554,511		92,959
Property and Equipment:
Land	443,579		442,708		435,677
Land improvements	467,390		467,176		457,922
Buildings	845,838		849,404		811,048
Rides and equipment	1,963,551		1,962,324		1,893,596
Construction in progress	83,658		75,507		114,740
	3,804,016		3,797,119		3,712,983
Less accumulated depreciation	(1,993,568)		(1,995,138)		(1,836,870)
	1,810,448		1,801,981		1,876,113
Goodwill	267,718		266,961		274,659
Other Intangibles, net	50,513		50,288		51,658
Right-of-Use Asset	13,741		13,527		13,688
Other Assets	5,836		6,144		80,406
	$	2,627,661	$	2,693,412	$	2,389,483
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	0	$	0	$	7,500
Accounts payable	22,613		14,272		39,000
Deferred revenue	189,652		183,354		30,381
Accrued interest	58,977		33,718		28,617
Accrued taxes	9,878		10,775		6,656
Accrued salaries, wages and benefits	17,809		24,975		16,866
Self-insurance reserves	22,071		22,322		25,127
Other accrued liabilities	12,011		10,565		23,692
	333,011		299,981		177,839
Deferred Tax Liability	49,972		39,595		59,021
Derivative Liability	35,524		39,086		34,298
Lease Liability	10,749		10,483		10,310
Non-Current Deferred Revenue	15,877		10,508		164,137
Other Liabilities	5,657		5,952		806
Long-Term Debt:
Revolving credit loans	0		0		70,000
Term debt	255,866		255,025		714,685
Notes	2,701,615		2,699,219		1,432,601
	2,957,481		2,954,244		2,217,286
Partners’ Deficit
Special L.P. interests	5,290		5,290		5,290
General partner	(8)		(7)		(3)
Limited partners, 56,828, 56,706 and 56,703 units outstanding as of March 28, 2021, December 31, 2020 and March 29, 2020, respectively	(785,400)		(674,319)		(305,152)
Accumulated other comprehensive (loss) income	(492)		2,599		25,651
	(780,610)		(666,437)		(274,214)
	$	2,627,661	$	2,693,412	$	2,389,483

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

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~INCOME~~LOSS

(In thousands, except per unit amounts)


	Three months ended							Three months ended
	March 29, 2020			March 31, 2019					March 28, 2021		March 29, 2020
Net revenues:							Net revenues:
Admissions	$	26,649		$	33,217		Admissions		$	0	$	26,649
Food, merchandise and games	19,947			24,704			Food, merchandise and games		7,246		19,947
Accommodations, extra-charge products and other	7,039			9,056			Accommodations, extra-charge products and other		2,496		7,039
	53,635			66,977					9,742		53,635
Costs and expenses:							Costs and expenses:
Cost of food, merchandise, and games revenues	6,385			7,649			Cost of food, merchandise, and games revenues		2,306		6,385
Operating expenses	106,368			98,205			Operating expenses		66,154		106,368
Selling, general and administrative	24,809			31,666			Selling, general and administrative		30,350		24,809
Depreciation and amortization	5,088			13,589			Depreciation and amortization		1,453		5,088
Loss on impairment / retirement of fixed assets, net	6,767			1,424			Loss on impairment / retirement of fixed assets, net		1,539		6,767
Loss on impairment of goodwill and other intangibles	88,181			—			Loss on impairment of goodwill and other intangibles		0		88,181
Gain on sale of investment	—			(617		)	Gain on sale of investment		(2)		0
	237,598			151,916					101,800		237,598
Operating loss	(183,963		)	(84,939		)	Operating loss		(92,058)		(183,963)
Interest expense	27,219			20,920			Interest expense		44,096		27,219
Net effect of swaps	19,779			6,379			Net effect of swaps		(3,562)		19,779
Loss (gain) on foreign currency	34,202			(8,669		)
Other (income) expense	(179		)	89
Loss on early debt extinguishment							Loss on early debt extinguishment		4		0
(Gain) loss on foreign currency							(Gain) loss on foreign currency		(5,805)		34,202
Other income							Other income		(78)		(179)
Loss before taxes	(264,984		)	(103,658		)	Loss before taxes		(126,713)		(264,984)
Benefit for taxes	(49,007		)	(19,985		)	Benefit for taxes		(16,297)		(49,007)
Net loss	(215,977		)	(83,673		)	Net loss		(110,416)		(215,977)
Net loss allocated to general partner	(2		)	(1		)	Net loss allocated to general partner		(1)		(2)
Net loss allocated to limited partners	$	(215,975	)	$	(83,672	)	Net loss allocated to limited partners		$	(110,415)	$	(215,975)

Net loss	$	(215,977	)	$	(83,673	)	Net loss		$	(110,416)	$	(215,977)
Other comprehensive income (loss), (net of tax):
Other comprehensive (loss) income, (net of tax):							Other comprehensive (loss) income, (net of tax):
Foreign currency translation adjustment	15,905			(3,050		)	Foreign currency translation adjustment		(3,091)		15,905
Other comprehensive income (loss), (net of tax)	15,905			(3,050		)

Other comprehensive (loss) income, (net of tax)							Other comprehensive (loss) income, (net of tax)		(3,091)		15,905
Total comprehensive loss	$	(200,072	)	$	(86,723	)	Total comprehensive loss		$	(113,507)	$	(200,072)
Basic loss per limited partner unit:							Basic loss per limited partner unit:
Weighted average limited partner units outstanding	56,414			56,310			Weighted average limited partner units outstanding		56,552		56,414
Net loss per limited partner unit	$	(3.83	)	$	(1.49	)	Net loss per limited partner unit		$	(1.95)	$	(3.83)
Diluted loss per limited partner unit:							Diluted loss per limited partner unit:
Weighted average limited partner units outstanding	56,414			56,310			Weighted average limited partner units outstanding		56,552		56,414
Net loss per limited partner unit	$	(3.83	)	$	(1.49	)	Net loss per limited partner unit		$	(1.95)	$	(3.83)

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

Table of Contents

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ ~~EQUITY~~DEFICIT

(In thousands)


For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Equity			General Partner’s Equity			Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)			Total Partners’ Equity			For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of December 31, 2018	56,564	$	5,845		$	(1	)	$	5,290	$	21,282		$	32,416
Net loss	—	(83,672		)	(1		)	—		—			(83,673		)
Partnership distribution declared ($0.925 per unit)	—	(52,334		)	—			—		—			(52,334		)
Issuance of limited partnership units related to compensation	23	(1,536		)	—			—		—			(1,536		)
Tax effect of units involved in treasury unit transactions	—	(1,421		)	—			—		—			(1,421		)
Foreign currency translation adjustment, net of tax ($874)	—	—			—			—		(3,050		)	(3,050		)
Balance as of March 31, 2019	56,587	$	(133,118	)	$	(2	)	$	5,290	$	18,232		$	(109,598	)

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

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

Balance as of December 31, 2020																Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)
Net loss																Net loss	—	(110,415)		(1)		—		—		(110,416)

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

Balance as of March 28, 2021																Balance as of March 28, 2021	56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)

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

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

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

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

Impact of COVID-19 Pandemic

~~Due to the~~The novel coronavirus (COVID-19) pandemic had a material impact on ~~March 13,~~our business in 2020 and is expected to have a continuing negative impact in 2021. We continue to actively work with state and local officials and anticipate opening all of our parks in May 2021 except for Canada's Wonderland. Upon opening, our parks will continue to operate in accordance with capacity and other operating limitations. Our 2021 operating calendars have been aligned with anticipated capacity restrictions, guest demand and labor availability in a challenging labor market. Due to unfavorable COVID-19 trends in Ontario, Canada's Wonderland is not expected to open in May 2021, but we ~~announced~~anticipate opening the ~~closure of certain parks~~park as soon as conditions and the ~~decision to delay~~local jurisdiction allow. While full park operations at Knott's Berry Farm, our only year-round park, remained suspended during the ~~opening~~first four months of ~~other parks in response to~~2021, the ~~federal and local recommendations and restrictions to mitigate the spread of COVID-19. As of~~park hosted a culinary festival from March 5, 2021 through May ~~6, 2020, all our parks remain closed. Even after our parks~~2, 2021. Our future operations are able to reopen, there may be longer-term negative impacts to our business, results of operations and financial condition as a result of the COVID-19 pandemic, including changes in consumer behavior and preferences causing significant volatility or reductions in demand for or interest in our parks, damage to our brand and reputation, increases in operating expenses to comply with additional hygiene-related protocols, limitations on our ability to recruit and train sufficient employees to staff our parks, limitations on our employees' ability to work and travel, and significant changes in the economic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate impact may be material, and will dependdependent on factors ~~beyond~~outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.

We have taken steps to secure additional liquidity and address any potential debt covenant issues, in the event that the effects of the COVID-19 pandemic continue. These steps include reducing operating expenses, including labor costs; suspending $75 million to $100 million of non-essential capital expenditures planned for both the 2020 and 2021 operating seasons; and suspending quarterly distribution payments. In ~~addition, subsequent to March 29,~~ 2020, we ~~issued senior secured notes~~closed our properties for several months beginning in March 2020. We ultimately resumed partial operations at 10 of our 13 properties in 2020, operating in accordance with local and ~~further amended~~state guidelines. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted for the ~~Amended 2017 Credit Agreement,~~remainder of 2020, including ~~expanding our senior secured revolving credit facility capacity~~reduced operating days per week and ~~revising certain financial covenants. See the Subsequent Event footnote at~~ ~~Note 15~~ ~~for further details.~~operating hours within each operating day.

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

~~Prior to~~estimates depending on the ultimate extent of the effects of the COVID-19 pandemic, we had been preparing for our 2020 operating season. As of March 29, 2020, our working capital accounts were at normal seasonal levels, in particular receivables for our installment purchase plans, inventories and deferred revenue for season-long products. For purposes of preparing our financial statements, as ofpandemic.

In the prior year quarterly period ended March 29, 2020, we estimated that some or all of our parks ~~may~~would remain closed throughout 2020 due to the ~~imposition~~effects of ~~external operating restrictions or due to~~ the ~~time it may take to implement additional hygiene protocols and prepare our parks for operation.~~COVID-19 pandemic. As a result, we estimated ~~that~~ the following working capital amounts would be realized greater than 12 months from the balance sheet date, and ~~they have been~~these amounts were classified as non-current ~~as of~~within the prior year quarterly period unaudited condensed consolidated balance sheet:


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

Deferred revenue	Non-Current Deferred Revenue	$	154,946

In the current year quarterly period ended March ~~29, 2020. These amounts represent our best estimate and include material assumptions, including the time frame to reopen~~28, 2021, our parks ~~which may differ materially as~~are expected to open in 2021. Therefore, we expect outstanding working capital amounts to be realized within 12 months from the ~~COVID-19 pandemic and~~balance sheet date with the ~~related actions taken~~exception of $5.4 million of deferred revenue expected to ~~contain its spread progress.~~be realized greater than 12 months from the balance sheet date due to the validity extension for Knott's Berry Farm season passes (see Note 3).

Significant Accounting ~~and Reporting~~ Policies

Except for the changes described below, our unaudited condensed consolidated financial statements included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, ~~2019,~~2020, which were included in the Form 10-K filed on February ~~21, 2020.~~19, 2021. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). These financial statements should be read in conjunction with the financial statements and the notes ~~thereto~~ included in the Form 10-K referred to above.

Adopted ~~Accounting Pronouncements~~

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Measurement of Credit Losses on Financial Instruments ("ASC 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We adopted ASU 2016-13 as of January 1, 2020. The standard did not have an effect on the unaudited condensed consolidated financial statements.

~~New~~ Accounting Pronouncements

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

New Accounting Pronouncements

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

(2) Interim Reporting:

We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. Our parks operate seasonally except for Knott's Berry ~~Farm.~~Farm, which is typically open daily on a year-round basis. Our seasonal parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day. After Labor Day, our seasonal parks are open during select weekends in September and, in most cases, in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks typically are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. ~~Knott's Berry Farm is open daily on a year-round basis.~~COVID-19 impacted our parks' operating calendars in 2020 and 2021 as described within Note 1.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, we have adopted the following accounting ~~and reporting~~ procedures: (a) revenues from multi-use products are recognized over the estimated number of uses expected for each type of product; and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year. IfDue to the effects of the COVID-19 pandemic ~~prevents us from opening~~on our ~~parks during the second quarter of~~parks' 2020 operating calendars, we ~~anticipate recognizing~~recognized depreciation and certain other operating costs, which were still incurred and which are typically expensed over each park's operating season, ~~and which will still be incurred,~~ over ~~the calendar year instead of over each park's~~pre-COVID-19 budgeted operating ~~season.~~days for 2020. This change in accounting procedure ~~would~~ more accurately ~~reflect~~reflected incurred expense ~~during this unprecedented shutdown.~~

~~(3) Acquisitions:~~

~~On July 1, 2019, we completed the acquisition of 2 water~~and resulted in greater consistency between parks and ~~1 resort in Texas, the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston ("Schlitterbahn parks"), for a cash purchase price~~with historical results. In 2021, we will recognize these types of $257.7 million. The acquisition increased our presence in growing and attractive markets and further diversified our portfolio of properties. The Schlitterbahn parks are included within our single reportable segment of amusement/water parks with accompanying resort facilities.

The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon management's estimated fair values at the date of acquisition. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $178.0 million, property and equipment of $58.1 million, an indefinite-lived trade name of $23.2 million, covenants not to compete of $0.2 million and a net working capital deficit of $3.3 million were recorded. We also assumed a lease commitment for the land on which Schlitterbahn Waterpark Galveston is located. This land lease resulted in the recognition of an additional right-of-use asset totaling $6.8 million and an additional corresponding lease liability totaling $5.3 million. All goodwill is expected to be deductible for income tax purposes.

expenses over each park's 2021 operating season.

Due to the negative impact of the COVID-19 pandemic on our expected future operating results, we tested the long-lived assets, goodwill and indefinite-lived intangible assets of the Schlitterbahn parks for impairment as of March 29, 2020. This resulted in impairment charges at the Schlitterbahn parks of $2.7 million for long-lived assets, $73.6 million for goodwill and $7.9 million for the Schlitterbahn trade name (see ~~Note 5~~ ~~and~~ ~~Note 6~~).

The results of the Schlitterbahn parks' operations, including $0.9 million of net revenues and $91.3 million of net loss, are included within the unaudited condensed consolidated statement of operations and comprehensive income for the three months ended March 29, 2020. If we had acquired the Schlitterbahn parks on January 1, 2019, our results for the three months ended March 31, 2019 would have included net revenues and net loss of approximately $2 million and $6 million, respectively. Related acquisition transaction costs totaled $7.0 million for the third and fourth quarter of 2019 and were included within Selling, general and administrative expenses.

~~(4)~~(3) Revenue Recognition:

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

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


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

Three months ended
(In thousands) March 29, 2020 March 31, 2019
In-park revenues $ 43,027
$ 54,213
Out-of-park revenues 12,091
14,761
Concessionaire remittance (1,483 ) (1,997 )
Net revenues $ 53,635
$ 66,977

Due to our highly seasonal operations, a substantial portion of our revenues typically are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for ~~expected usage.~~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 condensed consolidated statements of operations and comprehensive income. 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 typically fixed. However, some sponsorship revenues 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.

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, as well as at the end of the third quarter after the peak summer season and at the beginning of the selling season for the next year's products.~~seasons. Season-long products represent most of the deferred revenue balance in any given period.

Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders receive a full season of access to our parks. In addition, four of our parks provided their season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season. We have identified the loyalty reward as a separate performance obligation and have allocated revenue to the season pass and loyalty reward in a manner consistent with other bundled products. The extended validity of the 2020 season-long products, and to a much lesser extent the loyalty reward offering, resulted in a significant amount of revenue being deferred into 2021. Due to the extension of the validity of the 2020 season-long products into 2021, we classified $154.9 million of deferred revenue as non-current as of March 29, 2020 within "Non-Current Deferred Revenue" in the unaudited condensed consolidated balance sheet. In order to calculate revenue recognized in 2020 on 2020 season-long products, management made significant estimates regarding the estimated number of uses expected for these season-long products for admission, dining, beverage and other products for the 2021 operating season. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic. In addition to the extended validity through 2021, Knott's Berry Farm is also offering a day-for-day extension into calendar year 2022 for 2020 and 2021 season passes for every day the park is closed in 2021. Due to the Knott's Berry Farm extension, we classified $5.4 million of deferred revenue as non-current as of March 28, 2021. No other parks are offering similar plans.

Of the ~~$151.4~~$183.4 million of current deferred revenue recorded as of January 1, ~~2020, 91%~~2021, 90% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, marina deposits, advanced resort reservations, and other deferred revenue. During the three months ended March ~~29, 2020, approximately $6.3 million~~28, 2021, a minimal amount of the deferred revenue balance as of January 1, ~~2020~~2021 was ~~recognized.~~

~~Due to~~recognized as only limited out-of-park attractions were open during the ~~COVID-19 pandemic, we have estimated that some or all~~first quarter of ~~our parks may remain closed throughout 2020.~~2021. We ~~have announced our intention to extend the validity~~also recorded $10.5 million of ~~our season pass products through the~~non-current deferred revenue as of January 1, 2021 ~~operating season to compensate~~which largely represents prepaid lease payments for ~~lost days in 2020. As a result, we have classified~~ a portion of ~~our deferred revenue as non-current as of March 29, 2020.~~the California's Great America parking lot. The ~~following table discloses when we expect to recognize our outstanding deferred revenue:~~prepaid lease payments are being recognized through 2039.

Payment is due immediately on the transaction date for most products. Our receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products (and other select products for specific time periods), and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from 3 monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables are typically highest in the peak summer months and ~~the~~ lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of March 28, 2021, December 31, 2020 and March 29, 2020, ~~December 31, 2019 and March 31, 2019,~~ we recorded ~~a $6.0~~an $8.7 million, ~~$3.4~~$8.7 million and ~~$3.9~~$6.0 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using ~~the~~ historical default ~~rate~~rates adjusted for current period trends, including an adjustment for the impact of the COVID-19 pandemic on our customers' ability to pay based on collection rates since March ~~2020 collection rates.~~2020. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products.

~~As mentioned above, due~~ Due to the effects of the COVID-19 pandemic ~~we have estimated that some or all~~and given the uncertainty around the timing of the reopening of our parks, ~~may remain closed throughout 2020. We have announced a suspension of~~we paused collections on our installment purchase plans ~~until our~~in April 2020. For those parks ~~re-open. As a result,~~which opened during the summer of 2020, we ~~have classified $24.0 million~~resumed collections of ~~our~~guest payments on installment purchase ~~plan receivables~~products as ~~non-current as~~each of ~~March 29, 2020.~~these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's Wonderland. We will resume collections at Canada's Wonderland when the park is able to open for the 2021 operating season.

(4) Long-Lived Assets:

Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in equity price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the unaudited condensed consolidated financial statements.

~~Non-operating assets are evaluated for~~We concluded indicators of impairment did not exist during the first quarter of 2021. We based our conclusion on ~~changes in market~~our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. ~~When changes in market conditions are observed, impairment is estimated using a market-based approach. If~~During the ~~estimated fair value~~first quarter of ~~the non-operating assets is less than their carrying value, an impairment charge is recorded for the difference.~~

~~Due~~2020 and due to the negative ~~impact~~effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets for ~~impairment as of March 29, 2020.~~impairment. We concluded the estimated ~~undiscounted future cash flows expected to result from the use~~fair values of the long-lived assets at ~~the~~ Schlitterbahn ~~parks~~Waterpark & Resort New Braunfels and Schlitterbahn Waterpark Galveston (collectively "the Schlitterbahn parks") no longer exceeded the related carrying values. Therefore, we recorded a $2.7 million impairment charge equal to the difference between the fair value and the carrying amounts of the assets in "Loss on impairment / retirement of fixed assets" within the unaudited condensed consolidated statement of operations and comprehensive ~~income as~~loss during the first quarter of ~~March 29,~~ 2020. The fair value of ~~our~~the long-lived assets was determined using a real and personal property appraisal which was performed in accordance with ASC 820 - Fair Value Measurement. Management made significant estimates in performing the impairment test, including the anticipated time frame to re-open our parks and the related anticipated demand upon re-opening our parks. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

~~During~~Remaining acreage from the ~~third quarter of 2016, we ceased operations of 1 of our~~former WildWater Kingdom, a separately gated outdoor water ~~parks, Wildwater Kingdom, located~~park near Cleveland in Aurora, ~~Ohio. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset~~Ohio, was ~~approximately 670 acres of land. The Wildwater Kingdom acreage, reduced by acreage sold, is~~ recorded within "Other Assets" in the unaudited condensed consolidated balance ~~sheet~~sheets ($~~9.0~~2.1 million as of March 28, 2021 and December 31, 2020 and $9.0 million as of March 29, ~~2020, December 31, 2019 and March 31, 2019)~~2020). All remaining acreage from this property was sold in April 2021.

~~(6)~~(5) Goodwill and Other Intangible Assets:

Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. ~~Due~~During the first quarter of 2021, we concluded indicators of impairment did not exist. We based our conclusion on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first quarter of 2020 and due to the negative ~~impact~~effects of the COVID-19 pandemic on our expected future operating results, we tested our goodwill and indefinite-lived intangible assets for ~~impairment as of March 29, 2020.~~impairment. We concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statement of operations and comprehensive ~~income.~~loss.

The fair value of our reporting units was established using a combination of an income (discounted cash flow) approach and market approach. The income approach used each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflected current market conditions. Estimated operating results were established using our best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks, ~~following the COVID-19 pandemic,~~ and the related anticipated demand upon re-opening our ~~parks following the COVID-19 pandemic.~~parks. Other significant estimates and assumptions included terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The market approach estimated fair value by applying cash flow multiples to each reporting unit's operating performance. The multiples were derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. The impairment ~~charge~~charges recognized ~~was~~were for the amount by which the reporting unit's carrying amount exceeded its fair value.

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

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

Changes in the carrying value of goodwill for the three months ended March ~~29, 2020~~28, 2021 and ~~March 31, 2019 were:~~

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

Balance as of December 31, 2018 $ 178,719
Foreign currency translation 1,220
Balance as of March 31, 2019 $ 179,939

~~Goodwill included $104.4 million and $178.0 million as of~~ March 29, 2020 ~~and December 31, 2019, respectively, of goodwill related to the Schlitterbahn parks which were acquired on July 1, 2019, see~~ ~~Note 3~~.were:


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

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

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

As of March ~~29, 2020,~~28, 2021, December 31, ~~2019,~~2020, and March ~~31, 2019,~~29, 2020, other intangible assets consisted of the following:


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

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

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

(In thousands)
Gross
Carrying
Amount

Accumulated
Amortization

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

December 31, 2019
Other intangible assets:
Trade names $ 59,249
$ —
$ 59,249
License / franchise agreements 3,583
(2,933 ) 650
Total other intangible assets $ 62,832
$ (2,933 ) $ 59,899

March 31, 2019
Other intangible assets:
Trade names $ 35,665
$ —
$ 35,665
License / franchise agreements 3,389
(2,412 ) 977
Total other intangible assets $ 39,054
$ (2,412 ) $ 36,642

~~Other intangible assets included $15.4 million and $23.2 million as of March 29, 2020 and December 31, 2019, respectively, for the Schlitterbahn trade name acquired on July 1, 2019, see~~ ~~Note 3. The Schlitterbahn trade name is an indefinite-lived intangible asset. Amortization expense of finite-lived other intangible assets is expected to continue to be immaterial going forward.~~

~~(7)~~(6) Long-Term Debt:

Long-term debt as of March ~~29, 2020,~~28, 2021, December 31, ~~2019,~~2020, and March ~~31, 2019~~29, 2020 consisted of the following:


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

Revolving credit facility	$	0	$	0	$	70,000
U.S. term loan averaging 1.88% YTD 2021; 2.70% in 2020; 3.43% YTD 2020 (1)	264,250		264,250		729,375
Notes
2024 U.S. fixed rate senior unsecured notes at 5.375%	450,000		450,000		450,000
2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		0
2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000
2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		0
2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
	3,014,250		3,014,250		2,249,375
Less current portion	0		0		(7,500)
	3,014,250		3,014,250		2,241,875
Less debt issuance costs and original issue discount	(56,769)		(60,006)		(24,589)
	$	2,957,481	$	2,954,244	$	2,217,286

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

(In thousands) March 29, 2020 December 31, 2019 March 31, 2019

Revolving credit facility (due 2022) $ 70,000
$ —
$ 120,000
U.S. term loan averaging 3.43% YTD 2020; 4.01% in 2019; 4.25% YTD 2019 (due 2017-2024) (1) 729,375
729,375
735,000
Notes
2024 U.S. fixed rate notes at 5.375% 450,000
450,000
450,000
2027 U.S. fixed rate notes at 5.375% 500,000
500,000
500,000
2029 U.S. fixed rate notes at 5.250% 500,000
500,000
—
2,249,375
2,179,375
1,805,000
Less current portion (7,500 ) (7,500 ) (7,500 )
2,241,875
2,171,875
1,797,500
Less debt issuance costs and original issue discount (24,589 ) (25,992 ) (20,925 )
$ 2,217,286
$ 2,145,883
$ 1,776,575

~~The average interest rates do not reflect the effect of interest rate swap agreements (see~~ ~~Note 8~~

Table of Contents).

Term Debt and Revolving Credit Facilities

In April 2017, we amended and restated our existing credit agreement (the "2017 Credit Agreement")~~. As of March 29, 2020, the 2017 Credit Agreement included a~~ which includes our senior secured term loan facility and senior secured revolving credit facility. The $750 million senior secured term loan facility ~~and a $275 million senior secured revolving credit facility. The~~under the 2017 Credit Agreement ~~was amended~~matures on April 15, 2024 and, following an amendment in March ~~14,~~ 2018, ~~(subsequently referred to as the "Amended 2017 Credit Agreement"). Specifically, the~~bears interest ~~rate for the senior secured term loan facility was amended to~~at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the ~~2018~~ amendment reflected $0.9 million of Original Issue Discount ("OID"). ~~The~~In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (the "Second Amendment") to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. In conjunction with the Second Amendment, we prepaid $463.3 million of our outstanding senior secured term loan ~~facility matures April 15, 2024~~facility. Following the prepayment, we do not have any required remaining scheduled quarterly payments on our senior secured term loan facility. In September 2020, in response to the continuing effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (subsequently referred to as the "Third Amended 2017 Credit Agreement" or "Third Amendment") to further suspend and asrevise certain of ~~March 29, 2020, $7.5 million was payable annually.~~the financial covenants and extend the maturity of and adjust the terms that apply to a portion of our senior secured revolving credit facility. The facilities provided under the Third Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

~~As of March 29, 2020,~~In connection with the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of $100 million bringing our total senior secured revolving credit facility capacity under the ~~Amended~~ 2017 Credit Agreement ~~had a combined limit of $275~~to $375 million with a Canadian sub-limit of $15 million. ~~Borrowings under the senior~~Senior secured revolving credit facility borrowings following the Second Amendment bore interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps ~~during the financial statement periods presented. The revolving credit facility is scheduled to mature in April 2022~~ and also provides for the issuance of documentary and standby letters of credit. As of March 29, 2020, $70.0 million was outstanding under the revolving credit facility. The Amended 2017 Credit Agreement requiresrequired the payment of a 37.5 bps commitment fee per annum on the unused portion of the revolving credit ~~facilities.~~

~~Subsequent~~facility. The revolving credit facility was scheduled to ~~March 29,~~mature in April 2022 under the Second Amendment. In September 2020, ~~we further amended~~ the Third Amendment extended the maturity date of $300 million of the $375 million senior secured revolving credit facility to December 2023 (which the portion of the facility is subsequently referred to as the "2023 Revolving Credit Facility Capacity"). Under the Third Amendment, the 2023 Revolving Credit Facility Capacity bears interest at LIBOR plus 350 bps or CDOR plus 250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the 2023 Revolving Credit Facility Capacity, in each case without any step-downs. The terms of the remaining $75 million available under the senior secured revolving credit facility remain unchanged from the Second Amendment. Prior to the Second Amendment and Third Amendment, our senior secured revolving credit facility had a combined limit of $275 million with a Canadian sub-limit of $15 million and bore interest at LIBOR or CDOR plus 200 bps. The Third Amended 2017 Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of March 28, 2021, 0 borrowings were outstanding under the revolving credit facility.

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

The 2025 senior notes pay interest semi-annually in May and November, with the ~~Subsequent Event footnote~~principal due in full on May 1, 2025. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at ~~Note 15~~ ~~for further details.~~a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2014, we issued $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). The 2024 senior notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. The 2024 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In April 2017, we issued $500 million of 5.375% senior unsecured notes due 2027 ("2027 senior notes"). The 2027 senior notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2019, ~~in conjunction with the acquisition of the Schlitterbahn parks (see~~ ~~Note 3~~), we issued $500 million of 5.250% senior unsecured notes ~~maturing in~~due 2029 ("2029 senior notes"). ~~The net proceeds from the offering of the 2029 senior notes were used to complete the acquisition, complete the purchase of land at California's Great America (see~~ ~~Note 12), to pay transaction fees and expenses, and for general corporate purposes and repayment of the revolving credit facility.~~

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

may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes") in a private placement. The net proceeds from the offering of the 2028 senior notes is to be used for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October, beginning April 1, 2021, with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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

~~Subsequent to March 29, 2020, we issued $1.0 billion of 5.500% senior secured notes in response to the COVID-19 pandemic. See the Subsequent Event footnote at~~ ~~Note 15~~ ~~for further details.~~

~~As of March 29, 2020, the~~The Third Amended 2017 Credit Agreement ~~included~~includes: (i) a ~~Consolidated~~Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which ~~if breached~~will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA Quarters"); (ii) a requirement that we maintain a minimum liquidity level of at least $125 million, tested at all times, until the earlier of December 31, 2022 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022); and (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any ~~reason and not cured could result in an event of default. The ratio was set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA.~~fiscal quarter. As of March ~~29, 2020,~~28, 2021, we were in compliance with ~~this financial condition covenant and all other~~the applicable financial covenants under the Third Amended 2017 Credit Agreement.

Our ~~long-term debt~~fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 2024 senior notes, which ~~included~~includes the most restrictive of these Restricted Payments provisions ~~as of March 29, 2020,~~under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio ~~was~~is greater than 5.00x, we ~~could~~can still make Restricted Payments of $60 million annually so long as no default or event of default ~~had~~has occurred and ~~was~~is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio ~~was~~is less than or equal to 5.00x, we ~~could~~can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was ~~less~~greater than ~~or equal to~~ 5.00x as of March ~~29, 2020.~~

~~See the Subsequent Event footnote at~~ ~~Note 15~~ ~~for a discussion of changes to our financial covenants made in connection with our April 2020 financing events.~~

~~(8)~~(7) Derivative Financial Instruments:

Derivative financial instruments are used within our overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge exposure to LIBOR rate changes, we are exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that we believe poses minimal credit risk. We do not use derivative financial instruments for trading purposes.

We have 4 interest rate swap agreements that ~~mature on December 31, 2020 and~~ convert $500 million of ~~variable-rate debt~~one month LIBOR to a fixed rate of ~~4.39%. We also have~~2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of interest rate swap agreements. As of March 29, 2020, we had 4 additional interest rate swap agreements that ~~convert~~matured on December 31, 2020 and converted the same notional amount of one month LIBOR to a fixed rate of ~~4.63% for the period December 31, 2020 through December 31, 2023. None~~2.64%. NaN of the interest rate swap agreements are designated as hedging instruments. The fair market value of our swap portfolio, including the location within the unaudited condensed consolidated balance sheets, for the periods presented were as follows:

(In thousands) Balance Sheet Location March 29, 2020 December 31, 2019 March 31, 2019
Derivatives not designated as hedging instruments:
Interest Rate Swaps Other accrued liabilities $ (8,718 ) $ (5,129 ) $ —
Derivative Liability (34,298 ) (18,108 ) (13,083 )
$ (43,016 ) $ (23,237 ) $ (13,083 )

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

~~(9)~~(8) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of March ~~29, 2020,~~28, 2021, December 31, ~~2019,~~2020, and March ~~31, 2019~~29, 2020 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:


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

(In thousands) Balance Sheet Location Fair Value Hierarchy Level March 29, 2020 December 31, 2019 March 31, 2019
Carrying Value
Fair
Value
Carrying Value
Fair
Value
Carrying Value
Fair
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investments Other current assets Level 1 $ 99
$ 99
$ 275
$ 275
$ 492
$ 492
Interest rate swaps
Derivative Liability ⁽¹⁾
Level 2 $ (43,016 ) $ (43,016 ) $ (23,237 ) $ (23,237 ) $ (13,083 ) $ (13,083 )
Other financial assets (liabilities):
Term debt
Long-Term Debt ⁽²⁾
Level 2 $ (721,875 ) $ (620,813 ) $ (721,875 ) $ (725,484 ) $ (727,500 ) $ (723,863 )
2024 senior notes
Long-Term Debt⁽²⁾
Level 1 $ (450,000 ) $ (382,500 ) $ (450,000 ) $ (462,375 ) $ (450,000 ) $ (457,875 )
2027 senior notes
Long-Term Debt ⁽²⁾
Level 1 $ (500,000 ) $ (410,000 ) $ (500,000 ) $ (535,000 ) $ (500,000 ) $ (505,000 )
2029 senior notes
Long-Term Debt ⁽²⁾
Level 2 $ (500,000 ) $ (417,500 ) $ (500,000 ) $ (539,375 ) —
—

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

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

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

Due to the negative ~~impact~~effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets, goodwill, and indefinite-lived intangible assets for impairment asduring the first quarter of ~~March 29,~~ 2020. We concluded the estimated fair value of goodwill and long-lived assets at the Schlitterbahn parks reporting unit and ~~its related long-lived assets and~~the Schlitterbahn trade name, and the estimated fair value of goodwill at the Dorney Park reporting unit no longer exceeded their carrying values. Therefore, as of March 29, 2020, these assets were measured at fair value. We recorded a $2.7 million, $73.6 million and $7.9 million impairment charge to long-lived assets, goodwill and the trade name at the Schlitterbahn parks, respectively, and ana $6.8 million impairment charge to goodwill at Dorney Park during the first quarter of 2020. The long-lived asset impairment charge was recorded in "Loss on impairment / retirement of fixed assets", and the goodwill and intangible asset impairment charges were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated ~~statement~~statements of operations and comprehensive ~~income as of March 29, 2020.~~loss.

The fair value determination for our long-lived assets, reporting units and indefinite-lived intangible assets included numerous assumptions based on Level 3 inputs. The fair value of our long-lived assets was determined using a real and personal property appraisal of which the principal assumptions included the principal market and market participants upon sale. The primary assumptions used to determine the fair value of our reporting units included growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks, ~~following the COVID-19 pandemic,~~ the related anticipated demand upon re-opening our parks, ~~following the COVID-19 pandemic,~~ terminal value growth rates, future estimates of capital expenditures, changes in future capital requirements, and a weighted-average cost of capital that reflected current market conditions. The fair value of our indefinite-lived intangible assets was determined using a relief-from-royalty method of which the principal assumptions included royalty rates, growth rates in revenues, estimates of future expected changes in operating margins, the anticipated time frame to re-open our parks, ~~following the COVID-19 pandemic,~~ the related anticipated demand upon re-opening our parks, ~~following the COVID-19 pandemic,~~ terminal value growth rates, and a discount rate based on a weighted-average cost of capital that reflected current market conditions.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no other assets measured at fair value on a non-recurring basis as of March ~~29, 2020,~~28, 2021, December 31, ~~2019~~2020 or March ~~31, 2019.~~29, 2020.

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


	Three months ended
(In thousands, except per unit amounts)		March 28, 2021		March 29, 2020
Basic weighted average units outstanding		56,552		56,414






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

Three months ended
(In thousands, except per unit amounts) March 29, 2020 March 31, 2019
Basic weighted average units outstanding 56,414
56,310
Diluted weighted average units outstanding 56,414
56,310
Net loss per unit - basic $ (3.83 ) $ (1.49 )
Net loss per unit - diluted $ (3.83 ) $ (1.49 )

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

(10) Income and Partnership Taxes:

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

The total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss). Our consolidated estimated annual effective tax rate differs from the statutory federal income tax rate primarily due to state, local and foreign income taxes, certain partnership level income not being subject to federal tax and beneficial rate differences on loss ~~carrybacks enacted~~carry backs allowed by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") on March 27, 2020.

The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we expect to recognize two benefits. First, we expect to carryback tax year 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $78.6 million. Second, as of March 28, 2021, the annual effective tax rate included a net benefit of $6.1 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated $6.4 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The estimated $6.4 million benefit was decreased by $0.3 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

As of March 28, 2021, $78.6 million in tax refunds attributable to the net operating loss in tax year 2020 being carried back to prior years in the United States, and an additional $14.9 million in tax refunds attributable to the net operating loss of our Canadian corporate subsidiary being carried back to prior years in Canada, were recorded within "Current income tax receivable" in the unaudited condensed consolidated balance sheet. We anticipate receiving these tax refunds in the fourth quarter of 2021.

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

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

~~(12) Lease Commitments and Contingencies:~~

Prior to the second quarter of 2019, our most significant lease commitment was for the land on which California's Great America is located in the City of Santa Clara, which had an initial term through 2039 with renewal options through 2074. On June 28, 2019, we purchased the land at California's Great America from the lessor, the City of Santa Clara, for $150.3 million.

~~(13) Consolidating Financial Information of Guarantors and Issuers of 2024 Senior Notes:~~

~~Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the 2024 senior notes (see~~ ~~Note 7~~). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum). There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of March 29, 2020, December 31, 2019, and March 31, 2019 and for the three month periods ended March 29, 2020 and March 31, 2019. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the accompanying unaudited condensed consolidating financial statements have been included.

~~December 31, 2019~~

Cedar Fair L.P.
(Parent)
Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ —
$ —
$ 66,357
$ 116,428
$ (533 ) $ 182,252
Receivables —
1,299
35,309
1,077,688
(1,051,190 ) 63,106
Inventories —
—
2,786
30,116
—
32,902
Other current assets 182
1,269
541
13,929
—
15,921
182
2,568
104,993
1,238,161
(1,051,723 ) 294,181
Property and Equipment, net —
769
183,468
1,657,371
—
1,841,608
Investment in Park 641,068
1,356,149
292,744
246,629
(2,536,590 ) —
Goodwill 674
—
61,382
297,598
—
359,654
Other Intangibles, net —
—
13,682
46,217
—
59,899
Deferred Tax Asset —
24,308
—
—
(24,308 ) —
Right-of-Use Asset —
—
157
14,167
—
14,324
Other Assets —
—
38
11,441
—
11,479
$ 641,924
$ 1,383,794
$ 656,464
$ 3,511,584
$ (3,612,621 ) $ 2,581,145
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ —
$ 1,313
$ —
$ 6,187
$ —
$ 7,500
Accounts payable 644,839
407,384
2,799
26,045
(1,051,723 ) 29,344
Deferred revenue —
—
10,930
140,447
—
151,377
Accrued interest 7
5
2,054
19,376
—
21,442
Accrued taxes 448
1,656
2,819
34,314
—
39,237
Accrued salaries, wages and benefits —
27,080
2,469
—
—
29,549
Self-insurance reserves —
10,549
1,624
12,492
—
24,665
Other accrued liabilities 6,596
6,389
279
7,760
—
21,024
651,890
454,376
22,974
246,621
(1,051,723 ) 324,138
Deferred Tax Liability —
—
16,621
89,733
(24,308 ) 82,046
Derivative Liability —
18,108
—
—
—
18,108
Lease Liability —
—
125
10,475
—
10,600
Other Liabilities —
935
—
9,401
—
10,336
Long-Term Debt:
Term debt —
125,425
—
588,725
—
714,150
Notes —
—
446,781
984,952
—
1,431,733
—
125,425
446,781
1,573,677
—
2,145,883

Partners' (Deficit) Equity (9,966 ) 784,950
169,963
1,581,677
(2,536,590 ) (9,966 )
$ 641,924
$ 1,383,794
$ 656,464
$ 3,511,584
$ (3,612,621 ) $ 2,581,145

Cedar Fair L.P.
(Parent)
Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ —
$ —
$ 24,305
$ 36,437
$ (470 ) $ 60,272
Receivables —
1,765
33,390
931,790
(922,614 ) 44,331
Inventories —
—
2,553
40,076
—
42,629
Other current assets 73
7,158
10,382
34,569
(13,869 ) 38,313
73
8,923
70,630
1,042,872
(936,953 ) 185,545
Property and Equipment, net —
794
182,520
1,463,440
—
1,646,754
Investment in Park 489,463
1,076,487
257,859
188,484
(2,012,293 ) —
Goodwill 674
—
59,660
119,605
—
179,939
Other Intangibles, net —
—
13,302
23,340
—
36,642
Deferred Tax Asset —
18,310
—
—
(18,310 ) —
Right-of-Use Asset —
—
31
72,563
—
72,594
Other Assets —
—
37
10,959
—
10,996
$ 490,210
$ 1,104,514
$ 584,039
$ 2,921,263
$ (2,967,556 ) $ 2,132,470
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ —
$ 1,313
$ —
$ 6,187
$ —
$ 7,500
Accounts payable 593,593
331,881
2,779
42,085
(923,084 ) 47,254
Deferred revenue —
500
11,009
139,827
—
151,336
Accrued interest 4
2
8,033
12,847
—
20,886
Accrued taxes 1,111
—
—
22,641
(13,869 ) 9,883
Accrued salaries, wages and benefits —
13,087
909
—
—
13,996
Self-insurance reserves —
9,602
1,441
12,536
—
23,579
Other accrued liabilities 3,201
4,297
148
12,099
—
19,745
597,909
360,682
24,319
248,222
(936,953 ) 294,179
Deferred Tax Liability —
—
13,312
87,516
(18,310 ) 82,518
Derivative Liability 1,899
11,184
—
—
—
13,083
Lease Liability —
—
20
65,379
—
65,399
Other Liabilities —
547
—
9,767
—
10,314
Long-Term Debt:
Revolving credit loans —
—
—
120,000
—
120,000
Term debt —
126,250
—
591,918
—
718,168
Notes —
—
446,339
492,068
—
938,407
—
126,250
446,339
1,203,986
—
1,776,575

Partners' (Deficit) Equity (109,598 ) 605,851
100,049
1,306,393
(2,012,293 ) (109,598 )
$ 490,210
$ 1,104,514
$ 584,039
$ 2,921,263
$ (2,967,556 ) $ 2,132,470
16

Cedar Fair L.P.
(Parent)
Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ (50,355 ) $ (49,885 ) $ 100
$ 33,309
$ 120,466
$ 53,635
Costs and expenses:
Cost of food, merchandise, and games revenues —
—
3
6,382
—
6,385
Operating expenses 1
53,895
6,046
(74,040 ) 120,466
106,368
Selling, general and administrative (362 ) 8,851
1,017
15,303
—
24,809
Depreciation and amortization —
8
35
5,045
—
5,088
Loss on impairment / retirement of fixed assets, net —
—
1,536
5,231
—
6,767
Loss on impairment of goodwill and other intangibles —
—
—
88,181
—
88,181
(361 ) 62,754
8,637
46,102
120,466
237,598
Operating loss (49,994 ) (112,639 ) (8,537 ) (12,793 ) —
(183,963 )
Interest expense, net 6,030
4,769
5,897
10,175
—
26,871
Net effect of swaps 2,154
17,625
—
—
—
19,779
Loss on foreign currency —
7
34,195
—
—
34,202
Other expense (income) 59
(8,200 ) (152 ) 8,462
—
169
Loss from investment in affiliates 157,190
69,205
3,304
49,048
(278,747 ) —
Loss before taxes (215,427 ) (196,045 ) (51,781 ) (80,478 ) 278,747
(264,984 )
Provision (benefit) for taxes 550
(38,857 ) (2,730 ) (7,970 ) —
(49,007 )
Net loss $ (215,977 ) $ (157,188 ) $ (49,051 ) $ (72,508 ) $ 278,747
$ (215,977 )
Other comprehensive income, (net of tax):
Foreign currency translation adjustment 15,905
—
15,905
—
(15,905 ) 15,905
Other comprehensive income, (net of tax) 15,905
—
15,905
—
(15,905 ) 15,905
Total comprehensive loss $ (200,072 ) $ (157,188 ) $ (33,146 ) $ (72,508 ) $ 262,842
$ (200,072 )

~~For the Three Months Ended March 31, 2019~~Table of Contents

Cedar Fair L.P.
(Parent)
Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

Net revenues $ (15,642 ) $ 3,285
$ 296
$ 59,905
$ 19,133
$ 66,977
Costs and expenses:
Cost of food, merchandise, and games revenues —
—
52
7,597
—
7,649
Operating expenses —
48,172
5,711
25,189
19,133
98,205
Selling, general and administrative 1,439
14,552
1,018
14,657
—
31,666
Depreciation and amortization —
8
—
13,581
—
13,589
Loss on impairment / retirement of fixed assets, net —
—
10
1,414
—
1,424
Gain on sale of investment —
(617 ) —
—
—
(617 )
1,439
62,115
6,791
62,438
19,133
151,916
Operating loss (17,081 ) (58,830 ) (6,495 ) (2,533 ) —
(84,939 )
Interest expense, net 6,391
5,030
5,713
3,553
—
20,687
Net effect of swaps 991
5,388
—
—
—
6,379
Gain on foreign currency —
(11 ) (8,658 ) —
—
(8,669 )
Other expense (income) 59
(11,506 ) 1,099
10,670
—
322
Loss from investment in affiliates 58,449
14,659
4,603
6,190
(83,901 ) —
Loss before taxes (82,971 ) (72,390 ) (9,252 ) (22,946 ) 83,901
(103,658 )
Provision (benefit) for taxes 702
(13,939 ) (3,059 ) (3,689 ) —
(19,985 )
Net loss $ (83,673 ) $ (58,451 ) $ (6,193 ) $ (19,257 ) $ 83,901
$ (83,673 )
Other comprehensive loss, (net of tax):
Foreign currency translation adjustment (3,050 ) —
(3,050 ) —
3,050
(3,050 )
Other comprehensive loss, (net of tax) (3,050 ) —
(3,050 ) —
3,050
(3,050 )
Total comprehensive loss $ (86,723 ) $ (58,451 ) $ (9,243 ) $ (19,257 ) $ 86,951
$ (86,723 )

~~For the Three Months Ended March 29, 2020~~

~~For the Three Months Ended March 31, 2019~~

Cedar Fair L.P.
(Parent)
Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Guarantor Subsidiaries Eliminations Total

NET CASH FROM (FOR) OPERATING
ACTIVITIES $ 24,410
$ (6,580 ) $ (6,077 ) $ (68,489 ) $ (6 ) $ (56,742 )
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts —
—
—
(1,585 ) 1,585
—
Proceeds from returns on investments —
38,030
—
—
(38,030 ) —
Capital expenditures —
—
(7,193 ) (46,204 ) —
(53,397 )
Proceeds from sale of investment —
617
—
—
—
617
Net cash from (for) investing activities —
38,647
(7,193 ) (47,789 ) (36,445 ) (52,780 )
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Intercompany payables (payments) receipts 28,152
(26,567 ) —
—
(1,585 ) —
Payments for returns of capital —
—
(38,030 ) —
38,030
—
Net borrowings on revolving credit loans —
—
—
120,000
—
120,000
Distributions paid to partners (52,562 ) —
—
—
228
(52,334 )
Tax effect of units involved in treasury unit transactions —
(1,421 ) —
—
—
(1,421 )
Payments related to tax withholding for equity compensation —
(4,079 ) —
—
—
(4,079 )
Net cash (for) from financing activities (24,410 ) (32,067 ) (38,030 ) 120,000
36,673
62,166
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
—
2,279
—
—
2,279
CASH AND CASH EQUIVALENTS
Net (decrease) increase for the period —
—
(49,021 ) 3,722
222
(45,077 )
Balance, beginning of period —
—
73,326
32,715
(692 ) 105,349
Balance, end of period $ —
$ —
$ 24,305
$ 36,437
$ (470 ) $ 60,272

~~(14) Consolidating Financial Information of Guarantors and Issuers of 2027 and 2029 Senior Notes:~~

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the 2027 and 2029 senior notes (see ~~Note 7~~). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium) that guarantees the senior secured credit facilities. There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, Magnum, and Millennium, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium), the guarantors (on a combined basis), as of March 29, 2020, December 31, 2019, and March 31, 2019 and for the three month periods ended March 29, 2020 and March 31, 2019. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the accompanying unaudited condensed consolidating financial statements have been included.

~~December 31, 2019~~

Cedar Fair L.P.
(Parent)
Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Co-Issuer Subsidiary (Millennium) Guarantor Subsidiaries Eliminations Total
ASSETS
Current Assets:
Cash and cash equivalents $ —
$ —
$ 24,305
$ 36,256
$ 181
$ (470 ) $ 60,272
Receivables —
1,765
33,390
32,871
898,919
(922,614 ) 44,331
Inventories —
—
2,553
32,774
7,302
—
42,629
Other current assets 73
7,158
10,382
28,086
6,483
(13,869 ) 38,313
73
8,923
70,630
129,987
912,885
(936,953 ) 185,545
Property and Equipment, net —
794
182,520
—
1,463,440
—
1,646,754
Investment in Park 489,463
1,076,487
257,859
1,559,883
188,484
(3,572,176 ) —
Goodwill 674
—
59,660
8,388
111,217
—
179,939
Other Intangibles, net —
—
13,302
—
23,340
—
36,642
Deferred Tax Asset —
18,310
—
—
—
(18,310 ) —
Right-of-Use Asset —
—
31
3,479
69,084
—
72,594
Other Assets —
—
37
1,976
8,983
—
10,996
$ 490,210
$ 1,104,514
$ 584,039
$ 1,703,713
$ 2,777,433
$ (4,527,439 ) $ 2,132,470
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ —
$ 1,313
$ —
$ 6,187
$ —
$ —
$ 7,500
Accounts payable 593,593
331,881
2,779
33,811
8,274
(923,084 ) 47,254
Deferred revenue —
500
11,009
109,806
30,021
—
151,336
Accrued interest 4
2
8,033
12,847
—
—
20,886
Accrued taxes 1,111
—
—
8,231
14,410
(13,869 ) 9,883
Accrued salaries, wages and benefits —
13,087
909
—
—
—
13,996
Self-insurance reserves —
9,602
1,441
10,640
1,896
—
23,579
Other accrued liabilities 3,201
4,297
148
4,236
7,863
—
19,745
597,909
360,682
24,319
185,758
62,464
(936,953 ) 294,179
Deferred Tax Liability —
—
13,312
—
87,516
(18,310 ) 82,518
Derivative Liability 1,899
11,184
—
—
—
—
13,083
Lease Liability —
—
20
1,769
63,610
—
65,399
Other Liabilities —
547
—
87
9,680
—
10,314
Long-Term Debt:
Revolving credit loans —
—
—
120,000
—
—
120,000
Term debt —
126,250
—
591,918
—
—
718,168
Notes —
—
446,339
492,068
—
—
938,407
—
126,250
446,339
1,203,986
—
—
1,776,575

Partners' (Deficit) Equity (109,598 ) 605,851
100,049
312,113
2,554,163
(3,572,176 ) (109,598 )
$ 490,210
$ 1,104,514
$ 584,039
$ 1,703,713
$ 2,777,433
$ (4,527,439 ) $ 2,132,470

~~For the Three Months Ended March 31, 2019~~

Cedar Fair L.P.
(Parent)
Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Co-Issuer Subsidiary (Millennium) Guarantor Subsidiaries Eliminations Total

Net revenues $ (15,642 ) $ 3,285
$ 296
$ 64,587
$ 8,717
$ 5,734
$ 66,977
Costs and expenses:
Cost of food, merchandise and games revenues —
—
52
7,241
356
—
7,649
Operating expenses —
48,172
5,711
29,551
9,037
5,734
98,205
Selling, general and administrative 1,439
14,552
1,018
13,562
1,095
—
31,666
Depreciation and amortization —
8
—
—
13,581
—
13,589
Loss on impairment / retirement of fixed assets, net —
—
10
386
1,028
—
1,424
Gain on sale of investment —
(617 ) —
—
—
—
(617 )
1,439
62,115
6,791
50,740
25,097
5,734
151,916
Operating (loss) income (17,081 ) (58,830 ) (6,495 ) 13,847
(16,380 ) —
(84,939 )
Interest expense (income), net 6,391
5,030
5,713
13,384
(9,831 ) —
20,687
Net effect of swaps 991
5,388
—
—
—
—
6,379
Gain on foreign currency —
(11 ) (8,658 ) —
—
—
(8,669 )
Other expense (income) 59
(11,506 ) 1,099
—
10,670
—
322
Loss from investment in affiliates 58,449
14,659
4,603
—
6,190
(83,901 ) —
(Loss) income before taxes (82,971 ) (72,390 ) (9,252 ) 463
(23,409 ) 83,901
(103,658 )
Provision (benefit) for taxes 702
(13,939 ) (3,059 ) 463
(4,152 ) —
(19,985 )
Net loss $ (83,673 ) $ (58,451 ) $ (6,193 ) $ —
$ (19,257 ) $ 83,901
$ (83,673 )
Other comprehensive loss, (net of tax):
Foreign currency translation adjustment (3,050 ) —
(3,050 ) —
—
3,050
(3,050 )
Other comprehensive loss, (net of tax) (3,050 ) —
(3,050 ) —
—
3,050
(3,050 )
Total comprehensive loss $ (86,723 ) $ (58,451 ) $ (9,243 ) $ —
$ (19,257 ) $ 86,951
$ (86,723 )

~~For the Three Months Ended March 29, 2020~~

~~For the Three Months Ended March 31, 2019~~

Cedar Fair L.P. (Parent) Co-Issuer Subsidiary (Magnum) Co-Issuer Subsidiary (Cedar Canada) Co-Issuer Subsidiary (Millennium) Guarantor Subsidiaries Eliminations Total

NET CASH FROM (FOR) OPERATING ACTIVITIES $ 24,410
$ (6,580 ) $ (6,077 ) $ (76,937 ) $ 8,448
$ (6 ) $ (56,742 )
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Intercompany receivables (payments) receipts —
—
—
—
(1,585 ) 1,585
—
Proceeds from returns on investments —
38,030
—
—
—
(38,030 ) —
Capital expenditures —
—
(7,193 ) (37,470 ) (8,734 ) —
(53,397 )
Proceeds from sale of investment —
617
—
—
—
—
617
Net cash from (for) investing activities —
38,647
(7,193 ) (37,470 ) (10,319 ) (36,445 ) (52,780 )
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Intercompany payables (payments) receipts 28,152
(26,567 ) —
—
—
(1,585 ) —
Payments for returns of capital —
—
(38,030 ) —
—
38,030
—
Net borrowings on revolving credit loans —
—
—
120,000
—
—
120,000
Distributions paid to partners (52,562 ) —
—
—
—
228
(52,334 )
Tax effect of units involved in treasury unit transactions —
(1,421 ) —
—
—
—
(1,421 )
Payments related to tax withholding for equity compensation —
(4,079 ) —
—
—
—
(4,079 )
Net cash (for) from financing activities (24,410 ) (32,067 ) (38,030 ) 120,000
—
36,673
62,166
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS —
—
2,279
—
—
—
2,279
CASH AND CASH EQUIVALENTS
Net (decrease) increase for the period —
—
(49,021 ) 5,593
(1,871 ) 222
(45,077 )
Balance, beginning of period —
—
73,326
30,663
2,052
(692 ) 105,349
Balance, end of period $ —
$ —
$ 24,305
$ 36,256
$ 181
$ (470 ) $ 60,272

~~(15) Subsequent Event:~~

On April 27, 2020, we issued $1.0 billion of 5.500% senior secured notes due 2025 ("2025 senior notes") in a private placement. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the 2025 senior notes. The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium). 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 outstanding senior secured term loan facility under the Amended 2017 Credit Agreement, and the remaining amount will be used for general corporate and working capital purposes, including fees and expenses related to the transaction. Following the prepayment of our senior secured term loan facility, the outstanding balance on our senior secured term loan facility was $264.3 million as of April 27, 2020, and we do not have any required remaining scheduled quarterly payments on our senior secured term loan facility.

In connection with the 2025 senior notes offering and the prepayment of a portion of our outstanding senior secured term loan facility, we further amended the Amended 2017 Credit Agreement (subsequently referred to as the "Second Amended 2017 Credit Agreement" or the "Second Amendment") to, among other things, suspend and revise certain of the financial covenants, in part, in response to the COVID-19 pandemic. Financial covenant revisions included: (i) suspended testing of the Consolidated Leverage Ratio (which was previously set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA under the Amended 2017 Credit Agreement) after the first quarter of the fiscal year ended December 31, 2020, (ii) replaced such Consolidated Leverage Ratio testing with a Senior Secured Leverage Ratio of 4.00x Total First Lien Senior Secured Debt-to-Consolidated EBITDA to be tested quarterly starting with the first quarter of the fiscal year ended December 31, 2021, which will step down to 3.75x in the fourth quarter of the fiscal year ended December 31, 2021, with the covenant calculation to include Consolidated EBITDA from the first quarter of the fiscal year ended December 31, 2021 and the second, third and fourth quarters of the fiscal year ended December 31, 2019 (the "Deemed EBITDA Quarters") until the fourth quarter of the fiscal year ended December 31, 2021, from and after which time the then current Consolidated EBITDA calculations will be used, (iii) added a requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2021 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until December 31, 2021), (iv) suspended certain restricted payments, including partnership distributions, certain payments in respect of senior unsecured debt, cash mergers and/or acquisition investments and the incurrence of incremental loans and commitments under the Second Amended 2017 Credit Agreement until the earlier of the delivery of the compliance certificate for the fourth quarter of the fiscal year ended December 31, 2021 or the termination of the Additional Restrictions Period, and (v) permitted the incurrence of the portion of the 2025 senior notes that were issued, the proceeds of which were not applied to repay a portion of the senior secured term loan facility. We may terminate the Additional Restrictions Period prior to December 31, 2021 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter.

Additionally, the Second Amendment increased the interest rate for the senior secured revolving credit facility. Previously, borrowings under the senior secured revolving credit facility bore interest at LIBOR or CDOR plus 200 bps. Under the Second Amendment, borrowings under the senior secured revolving credit facility will bear interest at LIBOR plus 300 bps or CDOR plus 200 bps. Lastly, immediately after giving effect to the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of $100.0 million bringing our total senior secured revolving credit facility capacity to $375.0 million with a Canadian sub-limit of $15.0 million.

The 2025 senior notes pay interest semi-annually in May and November, beginning November 1, 2020, with the principal due in full on May 1, 2025. Prior to May 1, 2022, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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

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

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

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

Impact of COVID-19 Pandemic

~~Due to the~~The novel coronavirus (COVID-19) pandemic had a material impact on ~~March 13,~~our business in 2020, is expected to have a continuing negative impact in 2021 and may have a longer-term negative effect. We continue to actively work with state and local officials and anticipate opening all of our parks in May 2021 except for Canada's Wonderland. Upon opening, our parks will continue to operate under capacity and other operating limitations. Our 2021 operating calendars have been aligned with anticipated capacity restrictions, guest demand and labor availability in a challenging labor market. Due to unfavorable COVID-19 trends in Ontario, Canada's Wonderland is not expected to open in May 2021, but we ~~announced~~anticipate opening the ~~closure of certain parks~~park as soon as conditions and the ~~decision~~local jurisdiction allow. While full park operations at Knott's Berry Farm, our only year-round park, remained suspended during the first four months of 2021, the park hosted a culinary festival from March 5, 2021 through May 2, 2021. Prior to ~~delay the opening~~reopening, pre-opening expenses are being minimized. With broad vaccination distribution efforts in process and in anticipation of other parks in response to the federal and local recommendations and restrictions to mitigate the spread of COVID-19. As of May 6, 2020, all our parks remain closed. Even after our parks are able to reopen, there may be longer-term negative impacts to our business, results of operations and financial condition as a result of the COVID-19 pandemic, including changes inpent-up consumer ~~behavior and preferences causing significant volatility or reductions in~~ demand for outdoor entertainment, we are focused on maximizing the seasonally weighted second half of 2021. A substantial portion of our revenues are typically generated during the peak vacation months of July and August allowing time for broader vaccine distribution and a potential reduction of COVID-19 restrictions before these key months. In addition, as of March 28, 2021, we have a sizeable base of approximately 1.8 million season passes outstanding and valid for the 2021 operating season following the extension of usage privileges for 2020 season passes through the 2021 operating season. Despite these positive indicators, we do not anticipate 2021 to be a normal year operationally or ~~interest in our parks, damage~~financially, and it is uncertain how long it may take us to our brand and reputation, increases in operating expenses to comply with additional hygiene-related protocols, limitations on our ability to recruit and train sufficient employees to staff our parks, limitations on our employees' ability to work and travel, and significant changes in the economic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate impact may be material, and will dependachieve full operational potential. Our future operations are dependent on factors ~~beyond~~outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects. ~~See~~

~~Risk Factors~~ ~~within Part II for additional detail.~~

~~Since closing~~On March 14, 2020, we closed our ~~parks, we have taken~~properties in response to the ~~following proactive measures to reduce operating expenses~~spread of COVID-19 and ~~cash outflows:~~

~~Suspended cash retainer fees for our Board of Directors until business conditions improve.~~

To provide incremental liquidity and enhanced financial flexibility, we have taken proactive steps to reduce our capital spending for calendar year 2020, including the suspension of at least $75-100 million of non-essential capital projects planned for the 2020 and 2021 operating seasons. As of the date of this Form 10-Q, we anticipate spending $85-100 million on capital improvements in calendar year 2020.

In ~~addition, the Board of Directors has determined that it is in the best interests of unitholders for us to preserve liquidity by suspending the quarterly distribution.~~

~~Given the uncertainty around the timing of the parks reopening, and in~~ order to ensure our season pass holders receive a full season of ~~value,~~access to our parks, in April 2020, we ~~also recently announced we have paused collections of guest payments on installment purchase products, and that we have~~ extended the usage privileges of 2020 season passes through the 2021 season ~~to compensate for lost access to~~and paused collections of guest payments on installment purchase products. For those parks which opened during the ~~parks in the current year.~~

~~In addition, we have taken steps to secure additional liquidity and address any potential debt covenant issues in the event that the effects~~summer of ~~the COVID-19 pandemic continue. On April 27,~~ 2020, we ~~issued $1.0 billion~~resumed collections of ~~5.500% senior secured notes due 2025~~guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's Wonderland. We will resume collections at Canada's Wonderland when the park is able to open for the 2021 operating season. At four of our parks, we also provided our season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season. Knott's Berry Farm is also offering a day-for-day extension into calendar year 2022 for 2020 and ~~further amended~~2021 season passes for every day the ~~Amended 2017 Credit Agreement~~park is closed in 2021. No other parks are offering similar plans. Refer to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. See the Subsequent Event footnote at Note 15 3 for ~~further details.~~additional detail.

Table of ~~these steps, we have concluded that we will have sufficient liquidity to satisfy our obligations and remain in compliance with our debt covenants for the next twelve months.~~Contents

Critical Accounting Policies:

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

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

•Impairment of Long-Lived Assets

•~~Accounting for Business Combinations~~

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Revenue Recognition

•Income Taxes

In the first quarter of ~~2020,~~2021, there were no changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Adjusted EBITDA:

~~We believe that~~ Adjusted EBITDA ~~(earnings~~represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Third Amended 2017 Credit Agreement and prior credit ~~agreements)~~agreements. Adjusted EBITDA is not a measurement of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. We believe that Adjusted EBITDA is a meaningful measure as it is widely used by analysts, investors and comparable companies in our industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. Further, management believes Adjusted EBITDA is a meaningful measure of park-level operating profitability and we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under ~~generally accepted accounting principles.~~GAAP. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Adjusted EBITDA to net loss for the ~~three-month~~three month periods ended March ~~29, 2020~~28, 2021 and March ~~31, 2019.~~29, 2020.


	Three months ended
(In thousands)		March 28, 2021		March 29, 2020
Net loss		$	(110,416)	$	(215,977)
Interest expense		44,096		27,219
Interest income		(13)		(348)
Benefit for taxes		(16,297)		(49,007)
Depreciation and amortization		1,453		5,088
EBITDA		(81,177)		(233,025)

Net effect of swaps		(3,562)		19,779
Non-cash foreign currency (gain) loss		(5,804)		34,203
Non-cash equity compensation expense		5,369		(4,794)
Loss on impairment / retirement of fixed assets, net		1,539		6,767
Loss on impairment of goodwill and other intangibles		—		88,181



Other (1)		13		224
Adjusted EBITDA		$	(83,622)	$	(88,665)

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

Three months ended
(In thousands) March 29, 2020 March 31, 2019
Net loss $ (215,977 ) $ (83,673 )
Interest expense 27,219
20,920
Interest income (348 ) (233 )
Benefit for taxes (49,007 ) (19,985 )
Depreciation and amortization 5,088
13,589
EBITDA (233,025 ) (69,382 )
Net effect of swaps 19,779
6,379
Non-cash foreign currency loss (gain) 34,203
(8,664 )
Non-cash equity compensation expense (4,794 ) 2,543
Loss on impairment / retirement of fixed assets, net 6,767
1,424
Loss on impairment of goodwill and other intangibles 88,181
—
Gain on sale of investment —
(617 )
Other ⁽¹⁾
224
159
Adjusted EBITDA $ (88,665 ) $ (68,158 )

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

Results of Operations:

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

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

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

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

Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (see Note 43).

Three months ended March ~~29, 2020~~28, 2021

Operating results for the first quarter are historically less than 5% of our full-year revenues and attendance. First quarter results typically include normal off-season operating, maintenance and administrative expenses at our ten seasonal amusement parks and two of our separately gated outdoor water parks, daily operations at Knott's Berry Farm which is typically open year-round, limited operations at the ~~recently acquired~~ Schlitterbahn parks which are typically open during portions of March, and ~~Castaway Bay, which is generally open daily from Memorial Day~~some out-of-park attractions, including limited hotel operations.

Due to ~~Labor Day plus a limited daily schedule~~the effects of the COVID-19 pandemic, we postponed the opening of our parks for the ~~balance of~~2021 operating season to May 2021, including Knott's Berry Farm and the ~~year.~~

~~The results for~~Schlitterbahn parks. Therefore, the fiscal three-month period ended March ~~29, 2020 are not directly comparable with~~28, 2021 included no operating days. Operations during the ~~results for the fiscal three-month period ended March 31, 2019. The current period included results from the operations~~first quarter of ~~the recently acquired Schlitterbahn parks. In addition, the three-month period ended March 29, 2020 included two weeks of disrupted operations as~~2021 were limited to a ~~result of the COVID-19 pandemic resulting in 39 lost scheduled operating days, including the closure of~~culinary festival at Knott's Berry Farm and limited out-of-park attractions, including some of our hotel properties. Net revenues from the ~~Schlitterbahn parks, and the postponed opening of California's Great America, Carowinds and Kings Dominion (the "COVID-19 closure"). Therefore, the~~culinary festival at Knott's Berry Farm were classified as out-of-park revenues. Operating day statistics for 2021 exclude these limited operations at Knott's Berry Farm.

The fiscal three-month period ended March 29, 2020 included a total of 90 operating days ~~(including~~which included daily operations at Knott's Berry Farm and 16 ~~of the 26 scheduled~~ operating days at the Schlitterbahn ~~parks) compared with 101 operating days for~~parks prior to the ~~prior period.~~March 14, 2020 closure of our properties.

The following table presents key financial information for the three months ended March ~~29, 2020~~28, 2021 and March ~~31, 2019:~~29, 2020:


	Three months ended				Increase (Decrease)
	March 28, 2021		March 29, 2020		$		%
	(Amounts in thousands)
Net revenues	$	9,742	$	53,635	$	(43,893)	(81.8)	%
Operating costs and expenses	98,810		137,562		(38,752)		(28.2)	%
Depreciation and amortization	1,453		5,088		(3,635)		(71.4)	%
Loss on impairment / retirement of fixed assets, net	1,539		6,767		(5,228)		N/M
Loss on impairment of goodwill and other intangibles	—		88,181		(88,181)		N/M
Gain on sale of investment	(2)		—		(2)		N/M
Operating loss	$	(92,058)	$	(183,963)	$	91,905	N/M
N/M - Not meaningful
Other Data:
Adjusted EBITDA (1)	$	(83,622)	$	(88,665)	$	5,043	5.7	%



Out-of-park revenues	$	10,147	$	12,091	$	(1,944)	(16.1)	%

Three months ended Increase (Decrease)
March 29, 2020 March 31, 2019 $ %
(Amounts in thousands)
Net revenues $ 53,635
$ 66,977
$ (13,342 ) (19.9 )%
Operating costs and expenses 137,562
137,520
42
— %
Depreciation and amortization 5,088
13,589
(8,501 ) (62.6 )%
Loss on impairment / retirement of fixed assets, net 6,767
1,424
5,343
N/M
Loss on impairment of goodwill and other intangibles 88,181
—
88,181
N/M
Gain on sale of investment —
(617 ) 617
N/M
Operating loss $ (183,963 ) $ (84,939 ) $ (99,024 ) (116.6 )%
N/M - Not meaningful
Other Data:
Adjusted EBITDA ⁽¹⁾
$ (88,665 ) $ (68,158 ) $ (20,507 ) 30.1 %

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


~~(1)~~	~~For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net loss, see page 36.~~

For the three months ended March ~~29, 2020,~~28, 2021, net revenues decreased ~~19.9%, or $13.3 million,~~82% to ~~$53.6~~$9.7 million from ~~$67.0~~$53.6 million for the three months ended March ~~31, 2019~~29, 2020. The decrease reflected no in-park revenue in the current period due to the ~~impact~~delay of park openings for the ~~COVID-19 closure. Prior~~2021 operating season compared with 90 operating days in the prior period and a $1.9 million decrease in out-of-park revenues. The decrease in out-of-park revenues was primarily attributable to a decline in accommodations revenue somewhat offset by revenues from the ~~COVID-19 closure,~~ Knott's Berry Farm ~~was producing net~~culinary festival. Net revenues in excess of the prior year by greater than 15%, reflecting the impact of increases in attendance, in-park per capita spending and out-of-park revenues. The Schlitterbahn parks contributed $0.9 million of net revenues duringfor the three months ~~ended March 29, 2020. Currency~~were not materially impacted by foreign currency exchange ~~rates had an immaterial impact on net revenues for the quarter as our Canadian park was not operating during the period.~~rates.

Operating costs and expenses for the three months ended March ~~29, 2020 were comparable~~28, 2021 decreased 28% to $98.8 million from $137.6 million for the three months ended March ~~31, 2019.~~29, 2020. This was the result of a ~~$1.3~~$4.1 million decrease in cost of goods sold, ~~an $8.2~~a $40.2 million ~~increase~~decrease in operating expenses and a ~~$6.9~~$5.5 million ~~decrease~~increase in SG&A expense. The decrease in cost of goods sold was due to the decline in sales volume ~~from the COVID-19 closure.~~related to delayed park openings in 2021. The ~~$8.2~~$40.2 million ~~increase~~decrease in operating expenses was

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attributable to ~~the inclusion~~less maintenance expense due to delayed park openings and less maintenance required in 2021 following minimal 2020 usage of ~~$6.0 million of operating expenses for the Schlitterbahn parks,~~rides and attractions, as well as ~~a planned increase~~reductions in ~~full-time head count at a few of our parks. Seasonal wages did not fluctuate materially~~seasonal labor, operating supplies and utilities due to ~~rate increases at Knott's Berry Farm offset by a decrease in labor hours from the COVID-19 closure.~~delayed park openings. The ~~$6.9~~$5.5 million ~~decrease~~increase in SG&A expense was attributable to ~~a decline~~prior period declines in the anticipated payout of outstanding

performance units and the value of outstanding deferred units, both of which are part of our equity-based compensation ~~plans.~~plans, and current period consulting fees incurred as a result of a business optimization program. The ~~increase~~increases in ~~operating~~SG&A expense were somewhat offset by less advertising expense, transaction fees and information technology supplies due to delayed park openings. Operating costs and expenses ~~was~~were not materially impacted by foreign currency exchange ~~rates during the first quarter.~~rates.

Depreciation and amortization expense for the three months ended March ~~29, 2020~~28, 2021 decreased ~~$8.5~~$3.6 million compared with the three months ended March ~~31, 2019~~29, 2020 due to ~~the prior period change in estimated useful life of a long-lived asset at Kings Dominion, as well as less depreciation expense recognized~~90 fewer operating days in the current period. We recognize deprecation over operating days for the majority of our assets. Depreciation during the current period ~~due~~was attributable to ~~the COVID-19 closure.~~hotel properties that typically operate year-round. The loss on impairment / retirement of fixed assets for the three months ended March ~~29, 2020~~28, 2021 was ~~$6.8~~$1.5 million compared with ~~$1.4~~$6.8 million for the three months ended March ~~31, 2019.~~29, 2020. The ~~current~~prior period included a $2.7 million impairment charge with respect to the Schlitterbahn parks' long-lived assets triggered by the anticipated ~~impacts~~negative effects of the COVID-19 pandemic during the first quarter of 2020 (see Note 54), as well as the impairment of two specific assets during the first quarter of 2020. Similarly triggered by the anticipated negative effects of the COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for the three months ended March 29, 2020 included aimpairment charges of $73.6 million, $6.8 million and $7.9 million ~~impairment of~~attributable to goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, ~~triggered by the anticipated impacts of the COVID-19 pandemic (see~~ ~~Note 6). During~~during the first quarter of ~~2019, a $0.6 million gain on sale of investment was recognized for additional proceeds from the liquidation of a preferred equity investment.~~2020 (see Note 5).

After the items above, ~~the~~ operating loss for the three months ended March ~~29, 2020 increased $99.0 million to $184.0~~28, 2021 totaled $92.1 million compared with ~~an $84.9~~$184.0 million ~~operating loss~~ for the three months ended March ~~31, 2019.~~29, 2020.

Interest expense for the three months ended March ~~29, 2020~~28, 2021 increased ~~$6.3~~$16.9 million due to interest incurred on the ~~2029~~2025 senior notes issued in ~~June 2019.~~April 2020 and the 2028 senior notes issued in October 2020. The net effect of our swaps resulted in a ~~charge~~benefit to earnings of ~~$19.8~~$3.6 million for the three months ended March ~~29, 2020~~28, 2021 compared with a ~~$6.4~~$19.8 million charge to earnings for the three months ended March ~~31, 2019.~~29, 2020. The difference was attributable to the change in fair market value movements in our swap portfolio. During the current period, we also recognized a ~~$34.2~~$5.8 million net ~~charge~~benefit to earnings for foreign currency gains and losses compared with ~~an $8.7~~a $34.2 million net ~~benefit~~charge to earnings for the three months ended March ~~31, 2019.~~29, 2020. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt recorded at our Canadian entity from the U.S.-dollar to the legal entity's functional currency.

During the three months ended March ~~29, 2020,~~28, 2021, a benefit for taxes of ~~$49.0~~$16.3 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of ~~$20.0~~$49.0 million for the three months ended March ~~31, 2019.~~29, 2020. The ~~increase~~decrease in benefit for taxes was attributable to ana prior period increase in pretax loss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of ~~this change,~~these changes, we expect to recognize two benefits. First, we expect to carryback the tax year 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately ~~$78.9~~$78.6 million. Second, as of March 29, 2020, the annual effective tax rate included a net benefit of ~~$29.0~~$6.1 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated ~~$45.3~~$6.4 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than ~~21% resulting in an additional tax benefit if such losses are used to offset income at~~ the current 21% ~~corporate income tax~~ rate. The estimated ~~$45.3~~$6.4 million benefit was decreased by ~~$16.3~~$0.3 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

After the items above, net loss for the three months ended March ~~29, 2020~~28, 2021 totaled ~~$216.0~~$110.4 million, or ~~$3.83~~$1.95 per diluted limited partner unit, compared with ~~a net loss of $83.7~~$216.0 million, or ~~$1.49~~$3.83 per diluted limited partner unit, for the three months ended March ~~31, 2019.~~29, 2020.

For the three months ended March ~~29, 2020,~~28, 2021, Adjusted EBITDA loss ~~increased $20.5~~totaled $83.6 million tocompared with $88.7 ~~million from $68.2~~ million for the three months ended March ~~31, 2019.~~29, 2020. The ~~increase~~decrease in Adjusted EBITDA loss was due to ~~decreased net revenues attributable~~less expense incurred in the current year due to delayed park openings, particularly maintenance and seasonal labor costs, which more than offset the ~~COVID-19 closure.~~related decline in revenue in the current year.

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Liquidity and Capital Resources:

~~The working~~Our principal sources of liquidity typically include cash from operating activities, funding from our long-term debt obligations and existing cash on hand. Due to the seasonality of our business, we typically fund pre-opening operations with revolving credit borrowings. Revolving credit borrowings are typically reduced with our positive cash flow during the seasonal operating period. Our primary uses of liquidity typically include operating expenses, partnership distributions, capital ~~ratio (current assets divided by current liabilities) was 0.5 as~~expenditures, interest payments and income tax obligations.

Due to the negative effects of ~~March 29,~~the COVID-19 pandemic, we took steps in 2020 to secure additional liquidity and to obtain relief from certain financial covenants including issuing $1.3 billion of senior notes, amending our term debt and revolving credit agreement, reducing operating expenses, including labor costs, suspending capital expenditures, and suspending quarterly partnership distributions. Due to limited open operations, our 2020 and ~~0.6 as of March 31, 2019.~~first quarter 2021 liquidity needs were funded from cash on hand from the recently issued senior notes. As of March ~~29,~~28, 2021, we had cash on hand of $271.7 million and $359.1 million of available borrowings under our revolving credit facility. Based on this level of liquidity, we have concluded that we will have sufficient liquidity to satisfy our obligations and remain in compliance with our debt covenants at least through the second quarter of 2022.

As restrictions to mitigate the spread of COVID-19 are lifted and our properties are able to resume full operations, management is focused on driving profitable and sustainable growth in the business, as well as reducing the Company's leverage. We recently commenced a business optimization program as part of our long-range strategic plan. Efforts include capturing cost efficiencies and driving incremental revenues through data-driven decision making, as well as enhancements to the guest experience to meet changing consumer behaviors and preferences. The program focuses on reductions in fixed costs that are independent of attendance levels, as well as incremental revenue opportunities and variable cost savings. Also, in the long term, management anticipates returning to historical annual capital expenditure investments of 9-10% of revenues under normal operating conditions. Management is also committed to reinstituting quarterly partnership distributions when it is appropriate to do so and it is permissible under the Third Amended 2017 Credit Agreement and our other debt covenants.

For the 2021 operating season, capital investments will again be less than historical levels, as many new rides and attractions originally planned for the 2020 operating season have yet to be introduced to our ~~working~~guests. For 2021, we expect to invest approximately $100 million in capital ~~accounts were at normal seasonal levels,~~expenditures, roughly equally split between the completion of select unfinished projects from 2020, including the renovation of some of our resort properties, essential compliance and infrastructure requirements, and the start of projects planned for the 2022 operating season. We may invest in ~~particular receivables~~additional capital expenditures over the 2021 operating season as conditions permit. Due to the issuance of $1.3 billion of senior notes in 2020, we anticipate $175 million in annual cash interest in 2021 of which 80% of the payments occur in the second and fourth quarter. We are expecting to receive $78.6 million in tax refunds attributable to the tax year 2020 net operating loss being carried back to prior years in the United States and an additional $14.9 million in tax refunds attributable to net operating losses being carried back to prior years in Canada. We anticipate receiving these tax refunds in the fourth quarter of 2021. Also, in 2021, we anticipate cash payments for income taxes to range from $5 million to $10 million, exclusive of these tax refunds. We anticipate funding our ~~installment purchase plans, inventories~~remaining 2021 liquidity needs from cash on hand and ~~deferred revenue~~cash from operating activities.

As of the date of this Form 10-Q, we anticipate that we will spend approximately $60 million per month during the second quarter of 2021. We spent $35 million per month during the first quarter of 2021. The higher rate of spend during the second quarter of 2021 is due to higher projected capital investments and incremental operating costs related to preparing the parks to open, as well as the timing of interest payments. The second and fourth quarter include interest payments for ~~season-long products. For purposes~~four of ~~preparing~~ our five notes issuances. Excluding interest payments, we spent approximately $30 million per month during the first quarter of 2021, and we anticipate spending approximately $35 million per month during the second quarter of 2021. Our estimate includes projected operating expenses, capital expenditures, income tax obligations, and interest payments, except where otherwise noted. We have made significant estimates and assumptions to estimate the impact of the COVID-19 pandemic on our business, including financial ~~statements, as~~results in the near and long term. Actual results could materially differ from these estimates. We have not provided a longer period estimate due to the volatility of the current operating environment.

Working Capital

In the prior year quarterly period ended March 29, 2020, we estimated that some or all of our parks ~~may~~would remain closed throughout 2020 due to the ~~imposition~~effects of ~~external operating restrictions or due to~~ the ~~time it may take to implement additional hygiene protocols and prepare our parks for operation.~~COVID-19 pandemic. As a result, we estimated ~~that~~ the following working capital amounts would be realized greater than 12 months from the balance sheet date, and ~~have been~~these amounts were classified as non-current aswithin the prior year quarterly period unaudited condensed consolidated balance sheet:

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

Deferred revenue	Non-Current Deferred Revenue	$	154,946

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

Deferred revenue Non-Current Deferred Revenue $ 154,946
be realized greater than 12 months from the balance sheet date due to the extension of validity for Knott's Berry Farm season passes (see Note 3).

Operating Activities

~~During~~Net cash for operating activities for the ~~three-month~~first three months of 2021 totaled $90.4 million, a decrease of $14.8 million compared with the same period ~~ended March 29, 2020,~~in the prior year. The decrease in net cash for operating activities was ~~$105.1 million, an increase of $48.4 million compared with the same period a year ago. The increase was~~ largely attributable to ~~lower earnings as a result of~~less costs incurred in the ~~COVID-19 closure~~current year due to delayed park openings, particularly related to maintenance and ~~an increase in cash payments for interest attributable to the 2029 senior notes issued in June 2019.~~seasonal labor costs.

Investing Activities

Net cash for investing activities for the first three months of ~~2020~~2021 was ~~$58.0~~$8.4 million, ~~an increase~~a decrease of ~~$5.3~~$49.7 million compared with the same period in the prior ~~year,~~year. The decrease in net cash for investing activities was due to ~~the timing of cash spent on capital expenditures. As mentioned above, due to the impact of the COVID-19 pandemic, we have taken proactive steps to reduce our~~a planned reduction in capital spending for calendar year 2020, including the suspension of at least $75-100 million of non-essential capital projects planned for the 2020 and 2021 operating seasons. As of the date of this Form 10-Q, we anticipate spending $85-100 million on capital improvements in calendar year 2020.2021.

Financing Activities

Net cash ~~from~~for financing activities for the first three months of ~~2020~~2021 was ~~$10.6~~$6.1 million, a decrease of ~~$51.5~~$16.7 million compared with net cash from financing activities for the same period in the prior year. The decrease was primarily attributable to ~~less~~prior period typical seasonal revolver borrowings ~~on our revolving credit facility during~~offset by the first quarter 2020 partnership distribution, both of ~~2020.~~which occurred prior to the COVID-19 disruption.

Contractual Obligations

As of March ~~29, 2020,~~28, 2021, our primary contractual obligations consisted of outstanding long-term debt ~~before~~agreements and related derivative agreements. Before reduction for debt issuance costs and original issue discount, our long-term debt agreements consisted of the following:

•$~~729~~264 million of senior secured term debt, maturing in April 2024 under our Third Amended 2017 Credit Agreement. The term debt bears interest at ~~the~~ London InterBank Offering Rate ("LIBOR") plus 175 basis points (bps), under amendments we entered into on March 14, 2018. The pricing terms for the 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). ~~The term loan was payable $7.5~~Following a $463.3 million ~~annually. We~~prepayment during the second quarter of 2020, we do not have any required remaining quarterly payments. Therefore, we had ~~$7.5 million of~~no current maturities as of March ~~29, 2020.~~28, 2021.

•$~~450 million~~1.0 billion of ~~5.375%~~5.500% senior ~~unsecured~~secured notes, maturing in ~~June 2024,~~May 2025, issued at par. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2025 senior notes pay interest semi-annually in May and November.

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

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

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•$300 million of 6.500% senior unsecured notes, maturing in October 2028, issued at par. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2028 senior notes pay interest semi-annually in April and October, beginning April 1, 2021.

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

~~$70.0 million of~~•No borrowings under the ~~$275~~$375 million senior secured revolving credit facility under our Third Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. As$300 million of ~~March 29, 2020, borrowings under~~ the ~~senior secured~~ revolving credit facility ~~bore~~bears interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus ~~200 bps.~~250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the credit facilities. The remaining $75 million of the revolving credit facility ~~is scheduled to mature in April 2022~~bears interest at LIBOR plus 300 bps or CDOR plus 200 bps and ~~also provides for the issuance of documentary and standby letters of credit. The Amended 2017 Credit Agreement~~ requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. The $300 million revolving credit facility is scheduled to mature in December 2023 and the $75 million revolving credit facility is scheduled to mature in April 2022. The Third Amended 2017 Credit Agreement provides for the issuance of documentary and standby letters of credit. After letters of credit, which totaled ~~$15.3~~$15.9 million as of March ~~29, 2020,~~28, 2021, we had ~~$189.7~~$359.1 million of available borrowings under the revolving credit facility and cash on hand of ~~$26.3~~$271.7 million.

Our letters of credit are primarily in place to backstop insurance arrangements.

On April 27, 2020, we issued $1.0 billion of 5.500% senior secured notes due 2025 and further amended the Amended 2017 Credit Agreement in response to the COVID-19 pandemic. The Second Amended 2017 Credit Agreement increased the revolving credit facility capacity to $375.0 million with a Canadian sub-limit of $15.0 million, and increased the interest rate on the revolving credit facility to LIBOR plus 300 bps or CDOR plus 200 bps, among other things. We used a portion of the proceeds from the 2025 senior notes offering to repay $463.3 million of our outstanding senior secured term loan facility and will use the remaining proceeds for general corporate and working capital purposes. Following the April 2020 financing events and prepayment of our senior secured term loan facility, we had $264.3 million of senior secured term debt outstanding under the Second Amended 2017 Credit Agreement as of April 27, 2020. See the Subsequent Event footnote at
~~Note 15~~ ~~for further details.~~

As of March ~~29, 2020,~~28, 2021, we have ~~eight~~four interest rate swap agreements that convert $500 million of ~~variable-rate debt~~one month LIBOR to a fixed ~~rate. Four~~rate of ~~these agreements fix that variable-rate debt at 4.39% and mature on December 31, 2020. The other four fix the same notional amount of variable-rate debt at 4.63% for the period December 31, 2020~~2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of interest rate swap agreements. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of March ~~29, 2020, $8.7 million of~~28, 2021, the fair value of our swap portfolio ~~was classified as current and recorded in "Other accrued liabilities", and $34.3 million~~ was classified as long-term and recorded in "Derivative Liability" within the unaudited condensed consolidated balance sheet.

Our ~~long-term debt~~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 ~~our~~the 2024 senior notes, which ~~included~~includes the most restrictive of these Restricted Payments provisions ~~as of March 29, 2020,~~under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio ~~was~~is greater than 5.00x, we ~~could~~can still make Restricted Payments of $60 million annually so long as no default or event of default ~~had~~has occurred and ~~was~~is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio ~~was~~is less than or equal to 5.00x, we ~~could~~can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was ~~less~~greater than ~~or equal to~~ 5.00x as of March ~~29, 2020.~~

28, 2021.

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

As discussed within the Long-Term Debt footnote at Note 6, we have issued five tranches of fixed rate senior notes: the 2024, 2025, 2027, 2028 and 2029 senior notes (“senior notes”). The ~~Second Amendment to~~2024, 2027 and 2029 senior notes (the “registered senior notes”) have been registered under the ~~Amended 2017 Credit Agreement~~Securities Act of 1933. The 2025 and 2028 senior notes were sold in ~~April 2020 suspended~~a private placement in reliance on exemptions from registration under the ~~Consolidated Leverage Ratio test after~~Securities Act of 1933. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the first quarter of 2020, added a Senior Secured Leverage Ratio test to replace the Consolidated Leverage Ratio test starting with the first quarter of 2021, added a minimum liquidity level requirement until the earlier of December 31, 2021 or the terminationco-issuers of the ~~Additional Restrictions Period,~~2024 senior notes. Cedar Fair, L.P., Cedar Canada, Magnum, and ~~suspended~~Millennium Operations LLC (“Millennium”) are the ~~ability to make certain restricted payments, including partnership distributions, until the earlier~~co-issuers of the ~~delivery~~2027 and 2029 senior notes. Our senior notes have been irrevocably and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than the co-issuers). There are no non-guarantor subsidiaries. A full listing of the ~~compliance certificate for~~issuers and guarantors of our registered senior notes can be found within Exhibit 22, and additional information with respect to our registered senior notes and the ~~fourth quarter~~related guarantees follows.

The 2024, 2027 and 2029 senior notes each rank equally in right of ~~2021 or~~payment with all of each issuer’s existing and future senior unsecured debt, including the ~~termination of~~other registered senior notes and the ~~Additional Restrictions Period. See~~2028 senior notes. However, the ~~Subsequent Event footnote at~~ ~~Note 15~~ ~~for further details.~~

~~In accordance with the Amended 2017 Credit Agreement~~2024, 2027 and 2029 senior notes are ranked effectively junior to our secured debt provisions, on February 19, 2020, we announced the declaration of a distribution of $0.935 per limited partner unit, which was paid on March 17, 2020. The Board of Directors has determined that it is in the best interests of unitholders for us to preserve liquidity by suspending the quarterly distribution until operating visibility improves due to the COVID-19 pandemic. The Board is committed to reinstituting a quarterly distribution when it is appropriate to do so and it is permissible under the ~~Second~~Third Amended 2017 Credit Agreement and the 2025 senior notes to the extent of the value of the assets securing such debt.

In the event that the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor is released from its obligations under our senior secured credit facilities (or the Third Amended 2017 Credit Agreement), such entity will also be released from its obligations under the registered senior notes. In addition, the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor can be released from its obligations under the 2024, 2027 and 2029 senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the 2024, 2027 and 2029 senior notes: i) any direct or indirect sale, conveyance or other ~~debt covenants.~~disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of Cedar Fair or a sale or disposition of all or substantially all of the assets of such entity; ii) if such entity is dissolved or liquidated; iii) if we designate such entity as an Unrestricted Subsidiary; iv) upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary of Cedar Fair or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.

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

The following tables provide summarized financial information for each of our co-issuers and ~~cash-savings measures taken~~guarantors of the 2024, 2027 and 2029 senior notes. We have presented each entity that is a co-issuer of any series of the registered senior notes separately. The subsidiaries that guarantee the 2027 and 2029 senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries have not been eliminated. The subsidiaries that guarantee the 2024 senior notes include the guarantor subsidiary group, as well as Millennium. Millennium is a co-issuer under the 2027 and 2029 senior notes and a guarantor under the 2024 senior notes. There are no non-guarantor subsidiaries.


Summarized Financial Information (In thousands)	Cedar Fair L.P. (Parent)		Magnum (Co-Issuer Subsidiary)		Cedar Canada (Co-Issuer Subsidiary)		Millennium (Co-Issuer 2027 & 2029 Guarantor 2024)		Guarantor Subsidiaries (1)
Balance as of March 28, 2021


Current Assets	$	173	$	54,679	$	42,635	$	367,673	$	1,039,678




Non-Current Assets	(157,328)		909,857		527,954		2,318,039		1,809,570




Current Liabilities	477,122		585,901		23,631		228,446		43,344


Non-Current Liabilities	146,333		40,920		462,534		2,379,486		93,379


Balance as of December 31, 2020


Current Assets	$	421	$	33,985	$	44,465	$	464,779	$	1,033,489




Non-Current Assets	(31,953)		994,682		528,281		2,311,502		1,833,932




Current Liabilities	488,799		573,244		18,235		200,107		42,224


Non-Current Liabilities	146,106		44,778		461,903		2,370,939		93,430

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Three Months Ended March 28, 2021


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


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


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

Twelve Months Ended December 31, 2020


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


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


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

(1)With respect to ~~date, we anticipate our average cash burn rate going forward, including operating expenses while our parks remain closed, capital expenditures~~the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other guarantor subsidiaries that have been presented on a combined basis, the following additional intercompany balances and ~~debt facility costs, after consideration for the recently completed April 2020 refinancing events, will~~transactions between Millennium and such other guarantor entities would be ~~approximately $30-40~~eliminated: Non-Current Assets - $2,208.0 million ~~per month.~~

~~Off Balance Sheet Arrangements:~~

~~We had $15.3 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility~~ as of March ~~29,~~28, 2021 and $2,201.8 million as of December 31, 2020; and Net revenues - $2.2 million as of March 28, 2021 and $130.3 million as of December 31, 2020. ~~We have no~~Combined amounts for all guarantors of the 2024 senior notes for all other ~~significant off-balance sheet financing arrangements.~~line items within the table would be computed by adding the amounts in the Millennium and Guarantor Subsidiaries columns.

Forward Looking Statements

Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs, goals and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be ~~correct.~~correct, or that our business optimization and growth strategies will achieve the targeted results. Important factors, including the impacts of the COVID-19 pandemic, general economic conditions, adverse weather conditions, competition for consumer leisure time and spending, unanticipated construction delays, changes in our capital investment plans and projects and other factors we discuss from time to time in our reports filed with the Securities and Exchange Commission (the "SEC") could affect attendance at our parks, as well as our business optimization program, and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease. Additional information on risk factors that may affect our business and financial results can be found in our Annual Report on Form 10-K and in the filings we make from time to time with the SEC, including this Form 10-Q. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this document.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

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

As of March ~~29, 2020,~~28, 2021, on an adjusted basis after giving effect to the impact of interest rate swap agreements, ~~and before reduction for debt issuance costs and original issue discount, $1.95 billion~~all of our outstanding long-term debt represented fixed-rate debt ~~and $229.4 million represented variable-rate debt before~~except for revolving credit borrowings. Assuming anthe daily average balance over the past twelve months on our revolving credit borrowings of approximately ~~$33.7~~$12.3 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt ~~(not~~(including term debt and not considering the impact of our interest rate swaps) would lead to an increase of approximately ~~$7.6~~$2.8 million in ~~annual~~ cash interest ~~costs.~~costs over the next twelve months.

Assuming a hypothetical 100 bps increase in 30-day LIBOR, the amount of net cash interest paid on our derivative portfolio would decrease by ~~$5.0~~$2.6 million over the next twelve months.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a ~~$3.9~~$2.4 million decrease in annual operating ~~income.~~loss for the trailing twelve months ended March 28, 2021.

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ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures -

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of March ~~29, 2020,~~28, 2021, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March ~~29, 2020.~~28, 2021.

(b)Changes in Internal Control Over Financial Reporting -

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March ~~29, 2020~~28, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, many of our employees ~~began~~continued working from home during the fiscal quarter ended March ~~29, 2020.~~28, 2021. We are monitoring and assessing the changing business environment resulting from the COVID-19 pandemic and the related effect on our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

~~Except as set forth below, there~~

There have been no material changes ~~from~~to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

The spread of the novel coronavirus, or COVID-19, intensifies certain risks we face, including those discussed in our Form 10-K, has adversely impacted our business and is expected to continue to adversely impact our business. The ultimate extent to which COVID-19 and measures taken in response will impact our business, including our results of operations and financial condition, cannot be predicted due to the ongoing development and fluidity of the COVID-19 situation and its effects.

On March 13, 2020, we announced the closure of certain parks and the decision to delay the opening of other parks in response to the federal and local recommendations and restrictions to mitigate the spread of COVID-19. Because our parks are our primary sources of net income and operating cash flows, our business and financial results and condition have been, and will continue to be, adversely impacted by these closures, delayed openings and other actions taken to contain or reduce the spread of COVID-19. In addition, we are likely to experience other negative impacts to our business, results of operations and financial condition as a result of COVID-19 that may include: changes in consumer behavior and preferences causing significant volatility or reductions in demand for or interest in our parks, damage to our brand and reputation, increases in operating expenses as we sanitize our parks and implement additional hygiene-related protocols, limitations on our ability to recruit and train employees in sufficient numbers to fully staff our parks, limitations on our employees' ability to work and travel, and significant changes in the economic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate effect may be material, and will depend on factors beyond our knowledge or control, including the duration and severity of any such outbreak and actions taken to contain the pandemic spread and mitigate public health effects.

A prolonged closure of our parks and resort properties could materially impact our results, operations and financial condition, which would negatively impact our ability to remain in compliance with our debt covenants.

Our parks are the primary sources of net income and operating cash flows which we rely upon to remain in compliance with debt covenants under our senior secured credit agreement and under our senior notes due in 2024, 2025, 2027 and 2029 and to meet our obligations when due. As noted above, due to the COVID-19 pandemic, operations at our parks and resort properties have been temporarily closed and there is uncertainty as to when we will be able to reopen them. Because we operate in several different jurisdictions, we may be able to reopen some, but not all, of our parks within a certain time frame. Although we believe we have sufficient resources to fund our temporarily idled operations for a period of time that lasts beyond the currently mandated closure periods, we have no control over and cannot predict the length of the closure of our parks due to the pandemic. If we are unable to generate revenues from our parks due to a prolonged period of closure or experience significant declines in business volumes upon reopening, this would negatively impact our ability to remain in compliance with our debt covenants and meet our payment obligations.

~~Our debt agreements contain restrictions that could limit our flexibility in operating our business.~~

Our credit agreement and the indentures governing our notes contain, and any future indebtedness of ours will likely contain, a number of covenants that could impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries' ability to, among other things:

~~pay distributions on or make distributions in respect of our capital stock or units or make other Restricted Payments;~~

~~incur additional debt or issue certain preferred equity;~~

~~make certain investments;~~

~~sell certain assets;~~

~~create restrictions on distributions from restricted subsidiaries;~~

~~create liens on certain assets to secure debt;~~

~~consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all our assets;~~

~~enter into certain transactions with our affiliates; and~~

~~designate our subsidiaries as unrestricted subsidiaries.~~

As of March 29, 2020, the Amended 2017 Credit Agreement included a Consolidated Leverage Ratio, which if breached for any reason and not cured could result in an event of default, and which was set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA. The Second Amendment to the Amended 2017 Credit Agreement suspended the Consolidated Leverage Ratio test after the first quarter of 2020, added a Senior Secured Leverage Ratio test to replace the Consolidated Leverage Ratio test starting with the first quarter of 2021 and added a minimum liquidity level requirement through 2021 or the earlier termination of an additional restrictions period.

Our long-term debt agreements include Restricted Payment provisions which limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing our 2024 senior notes, which included the most restrictive of these Restricted Payments provisions as of March 29, 2020, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than

5.00x, we could still make Restricted Payments of $60 million annually so long as no default or event of default has occurred and was continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was less than or equal to 5.00x, we could make Restricted Payments up to our Restricted Payment pool. Our Second Amendment to the Amended 2017 Credit Agreement suspended our ability to make certain restricted payments, including partnership distributions, until the earlier of the delivery of the compliance certificate for the fourth quarter of 2021 or the termination of an additional restrictions period.

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

Issuer Purchases of Equity Securities:

The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended March ~~29, 2020:~~28, 2021:


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

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

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

Period

Total Number of Units Purchased ⁽¹⁾
Average Price Paid per Unit Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31 —
—
—
$ —
February 1 - February 29 47,902
$ 52.76
—
—
March 1 - March 29 —
—
—
—
Total 47,902
$ 52.76
—
$ —

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

ITEM 6. EXHIBITS



Exhibit ~~(3.1)~~(10.1)		Sixth Amended and Restated Agreement of Limited Partnership of Cedar Fair, L.P., as amended by that First Amendment, dated June 1, 2017, that Second Amendment, dated August 2, 2019, and that Third Amendment, dated April 1, 2020.

~~Exhibit (3.2)~~	~~Regulations of Cedar Fair Management, Inc., as amended by that First Amendment, dated April 1, 2020.~~

~~Exhibit (4.1)~~	Indenture, dated as of April 27, 2020, by and among Cedar Fair, L.P., Canada's Wonderland Company, Magnum Management Corporation and Millennium Operations LLC, as issuers, the guarantors named therein, The Bank of New York Mellon, as trustee and notes US collateral agent and BNY Trust Company of Canada, as notes Canadian collateral agent (including2016 Omnibus Incentive Plan Form of ~~5.500% Senior Secured Note due 2025). Incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 8-K (File No. 001-09444) filed on April 29, 2020.~~

~~Exhibit (10.1)~~	~~Amendment No. 2, dated April 27, 2020, to the Amended and Restated Credit~~Performance Unit Award Agreement dated April 13, 2017, among Cedar Fair, L.P., Magnum Management Corporation, Canada's Wonderland Company and Millennium Operations LLC, as borrowers, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the other parties thereto.(Spring 2021 Version). Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on ~~April 29, 2020.~~March 30, 2021.

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

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

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

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

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

Exhibit (101)		The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March ~~29, 2020~~28, 2021 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Income,~~Loss, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of ~~Equity,~~Partners' Deficit, and (v) related notes, tagged as blocks of text and including detailed tags.

Exhibit (104)		The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended March ~~29, 2020~~28, 2021 formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES

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

CEDAR FAIR, L.P.

(Registrant)

~~CEDAR FAIR, L.P.~~

~~(Registrant)~~

By Cedar Fair Management, Inc.

General Partner

Date:

May ~~6, 2020~~5, 2021

/s/ Richard A. Zimmerman

Richard A. Zimmerman

President and Chief Executive Officer

Date:

May ~~6, 2020~~5, 2021

/s/ Brian C. Witherow

Brian C. Witherow

Executive Vice President and

Chief Financial Officer


	Three months ended							Three months ended
	March 29, 2020			March 31, 2019				March 28, 2021		March 29, 2020
CASH FLOWS FOR OPERATING ACTIVITIES							CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	$	(215,977	)	$	(83,673	)	Net loss	$	(110,416)	$	(215,977)
Adjustments to reconcile net loss to net cash for operating activities:							Adjustments to reconcile net loss to net cash for operating activities:
Depreciation and amortization	5,088			13,589			Depreciation and amortization	1,453		5,088

Loss on impairment of goodwill and other intangibles	88,181			—			Loss on impairment of goodwill and other intangibles	0		88,181
Non-cash foreign currency loss (gain) on debt	35,332			(9,438		)
Non-cash equity based compensation expense	(4,827		)	2,543
Non-cash foreign currency (gain) loss on debt							Non-cash foreign currency (gain) loss on debt	(5,435)		35,332
Non-cash equity based compensation expense (benefit)							Non-cash equity based compensation expense (benefit)	5,369		(4,794)
Non-cash deferred income tax benefit	(27,727		)	(2,530		)	Non-cash deferred income tax benefit	9,896		(27,727)
Net effect of swaps	19,779			6,379			Net effect of swaps	(3,562)		19,779
Other non-cash expenses	5,995			1,883			Other non-cash expenses	3,493		5,995
Changes in assets and liabilities:							Changes in assets and liabilities:
(Increase) decrease in receivables	13,233			7,240			(Increase) decrease in receivables	1,077		13,233
(Increase) decrease in inventories	(14,098		)	(11,827		)	(Increase) decrease in inventories	(464)		(14,098)
(increase) decrease in other assets	(23,052		)	(27,395		)
(Increase) decrease in prepaid advertising							(Increase) decrease in prepaid advertising	(4,084)		(18,575)
(Increase) decrease in tax receivable							(Increase) decrease in tax receivable	(25,130)		(25,093)
(Increase) decrease in other assets							(Increase) decrease in other assets	(1,450)		(4,477)
Increase (decrease) in accounts payable	8,640			18,829			Increase (decrease) in accounts payable	8,505		8,640
Increase (decrease) in deferred revenue	34,602			43,938			Increase (decrease) in deferred revenue	11,522		34,602
Increase (decrease) in accrued interest	7,580			12,856			Increase (decrease) in accrued interest	25,200		7,580
Increase (decrease) in accrued taxes	(25,093		)	(17,235		)
Increase (decrease) in other liabilities	(12,795		)	(11,901		)	Increase (decrease) in other liabilities	(6,353)		(12,828)
Net cash for operating activities	(105,139		)	(56,742		)	Net cash for operating activities	(90,379)		(105,139)
CASH FLOWS FOR INVESTING ACTIVITIES							CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(58,032		)	(53,397		)	Capital expenditures	(8,361)		(58,032)
Proceeds from sale of investment	—			617

Net cash for investing activities	(58,032		)	(52,780		)	Net cash for investing activities	(8,361)		(58,032)
CASH FLOWS FROM FINANCING ACTIVITIES
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES							CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Net borrowings on revolving credit loans	70,000			120,000			Net borrowings on revolving credit loans	0		70,000

Distributions paid to partners	(53,022		)	(52,334		)	Distributions paid to partners	0		(53,022)
Tax effect of units involved in treasury unit transactions	(1,741		)	(1,421		)

Payments related to tax withholding for equity compensation	(4,618		)	(4,079		)	Payments related to tax withholding for equity compensation	(4,489)		(4,618)
Net cash from financing activities	10,619			62,166
Other							Other	(1,596)		(1,741)
Net cash (for) from financing activities							Net cash (for) from financing activities	(6,085)		10,619
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(3,405		)	2,279			EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(181)		(3,405)
CASH AND CASH EQUIVALENTS							CASH AND CASH EQUIVALENTS
Net decrease for the period	(155,957		)	(45,077		)	Net decrease for the period	(105,006)		(155,957)
Balance, beginning of period	182,252			105,349			Balance, beginning of period	376,736		182,252
Balance, end of period	$	26,295		$	60,272		Balance, end of period	$	271,730	$	26,295
SUPPLEMENTAL INFORMATION							SUPPLEMENTAL INFORMATION
Cash payments for interest expense	$	19,342		$	8,117		Cash payments for interest expense	$	16,085	$	19,342
Interest capitalized	465			1,118			Interest capitalized	559		465
Cash payments for income taxes, net of refunds	4,000			176
Net cash (refunds) payments for income taxes							Net cash (refunds) payments for income taxes	(330)		4,000
Capital expenditures in accounts payable	11,365			9,382			Capital expenditures in accounts payable	3,401		11,365



(In thousands)	March 29, 2020		Balance Sheet Location
Estimated to be recognized in 2020	$	30,381	Deferred revenue

Estimated to be recognized in 2021	155,435		Other Non-Current Deferred Revenue
Estimated to be recognized from 2022 through 2039 (1)	8,702		Other Non-Current Deferred Revenue
	164,137

Total Deferred Revenue	$	194,518



	March 29, 2020			December 31, 2019			March 31, 2019
ASSETS
Current Assets:
Cash and cash equivalents	$	26,295		$	182,252		$	60,272
Receivables	25,652			63,106			44,331
Inventories	7,394			32,902			42,629
Prepaid advertising	17,435			4,095			24,487
Other current assets	16,183			11,826			13,826
	92,959			294,181			185,545
Property and Equipment:
Land	435,677			441,038			269,813
Land improvements	457,922			460,534			437,241
Buildings	811,048			816,780			735,286
Rides and equipment	1,893,596			1,907,544			1,837,270
Construction in progress	114,740			70,731			102,072
	3,712,983			3,696,627			3,381,682
Less accumulated depreciation	(1,836,870		)	(1,855,019		)	(1,734,928		)
	1,876,113			1,841,608			1,646,754
Goodwill	274,659			359,654			179,939
Other Intangibles, net	51,658			59,899			36,642
Right-of-Use Asset	13,688			14,324			72,594
Other Assets (See Note 1)	80,406			11,479			10,996
	$	2,389,483		$	2,581,145		$	2,132,470
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	7,500		$	7,500		$	7,500
Accounts payable	39,000			29,344			47,254
Deferred revenue	30,381			151,377			151,336
Accrued interest	28,617			21,442			20,886
Accrued taxes	6,656			39,237			9,883
Accrued salaries, wages and benefits	16,866			29,549			13,996
Self-insurance reserves	25,127			24,665			23,579
Other accrued liabilities	23,692			21,024			19,745
	177,839			324,138			294,179
Deferred Tax Liability	59,021			82,046			82,518
Derivative Liability	34,298			18,108			13,083
Lease Liability	10,310			10,600			65,399
Non-Current Deferred Revenue (See Note 1)	164,137			9,401			9,767
Other Liabilities	806			935			547
Long-Term Debt:
Revolving credit loans	70,000			—			120,000
Term debt	714,685			714,150			718,168
Notes	1,432,601			1,431,733			938,407
	2,217,286			2,145,883			1,776,575
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290
General partner	(3		)	(1		)	(2		)
Limited partners, 56,703, 56,666 and 56,587 units outstanding as of March 29, 2020, December 31, 2019 and March 31, 2019, respectively	(305,152		)	(25,001		)	(133,118		)
Accumulated other comprehensive income	25,651			9,746			18,232
	(274,214		)	(9,966		)	(109,598		)
	$	2,389,483		$	2,581,145		$	2,132,470



Note 1				Description of the Business and Significant Accounting ~~and Reporting~~ Policies		8
Note 2		Interim Reporting		~~Interim Reporting~~		9
Note 3		Revenue Recognition		~~Acquisitions~~9		10
Note 4		Long-Lived Assets		~~Revenue Recognition~~11		10
Note 5				~~Long-Lived Assets~~	12
~~Note 6~~	Goodwill and Other Intangible Assets			1211
Note 76		Long-Term Debt		~~Long-Term Debt~~12		14
Note 87				Derivative Financial Instruments		1514
Note 98				Fair Value Measurements		1615
Note 109		Loss per Unit		~~Earnings per Unit~~		16
Note 1110				Income and Partnership Taxes		1716
~~Note 12~~	~~Lease Commitments and Contingencies~~		17
~~Note 13~~	~~Consolidating Financial Information of Guarantors and Issuers of 2024 Senior Notes~~		18
~~Note 14~~	~~Consolidating Financial Information of Guarantors and Issuers of 2027 and 2029 Senior Notes~~		26
~~Note 15~~	~~Subsequent Event~~		34


~~(1)~~	We lease a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events. The lease is effective through the life of the stadium, or approximately 25 years, from the opening of the stadium through 2039. The lease payments were prepaid, and the corresponding revenue is being recognized over the life of the stadium.


~~(1)~~	As of March 29, 2020 and December 31, 2019, $8.7 million and $5.1 million of the fair value of our swap portfolio, respectively, was classified as current and recorded in "Other accrued liabilities".


~~(2)~~	Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $24.6 million, $26.0 million, and $20.9 million as of March 29, 2020, December 31, 2019, and March 31, 2019, respectively.



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	22,316	$	6,097	$	(2,118	)	$	26,295
Receivables	—			1,383		40,143		1,038,924		(1,054,798		)	25,652
Inventories	—			—		498		6,896		—			7,394
Other current assets	74			18,577		5,279		30,988		(21,300		)	33,618
	74			19,960		68,236		1,082,905		(1,078,216		)	92,959
Property and Equipment, net	—			690		169,548		1,705,875		—			1,876,113
Investment in Park	397,743			1,159,177		289,440		174,148		(2,020,508		)	—
Goodwill	674			—		56,718		217,267		—			274,659
Other Intangibles, net	—			—		12,643		39,015		—			51,658
Deferred Tax Asset	—			43,179		—		—		(43,179		)	—
Right-of-Use Asset	—			—		128		13,560		—			13,688
Other Assets	—			—		4,411		75,995		—			80,406
	$	398,491		$	1,223,006	$	601,124	$	3,308,765	$	(3,141,903	)	$	2,389,483
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	1,313	$	—	$	6,187	$	—		$	7,500
Accounts payable	664,545			393,124		1,660		36,587		(1,056,916		)	39,000
Deferred revenue	—			—		3,430		26,951		—			30,381
Accrued interest	268			179		7,966		20,204		—			28,617
Accrued taxes	1,071			—		—		26,885		(21,300		)	6,656
Accrued salaries, wages and benefits	—			15,682		1,184		—		—			16,866
Self-insurance reserves	—			10,345		1,476		13,306		—			25,127
Other accrued liabilities	6,821			9,404		136		7,331		—			23,692
	672,705			430,047		15,852		137,451		(1,078,216		)	177,839
Deferred Tax Liability	—			—		13,711		88,489		(43,179		)	59,021
Derivative Liability	—			34,298		—		—		—			34,298
Lease Liability	—			—		100		10,210		—			10,310
Other Liabilities	—			546		7,447		156,950		—			164,943
Long-Term Debt:
Revolving credit loans	—			—		—		70,000		—			70,000
Term debt	—			125,478		—		589,207		—			714,685
Notes	—			—		447,194		985,407		—			1,432,601
	—			125,478		447,194		1,644,614		—			2,217,286

Partners' (Deficit) Equity	(274,214		)	632,637		116,820		1,271,051		(2,020,508		)	(274,214		)
	$	398,491		$	1,223,006	$	601,124	$	3,308,765	$	(3,141,903	)	$	2,389,483



	(a)	(b)		(c)	(d)
Period	Total Number of Units Purchased ⁽¹⁾	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31	—	—		—	$	—
February 1 - February 29	47,902	$	52.76	—	—
March 1 - March 29	—	—		—	—
Total	47,902	$	52.76	—	$	—