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 September ~~27, 2020~~26, 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, Ohio 44870-5259

(Address of principal executive offices) (Zip Code)

(419) 626-0830

(Registrant’s telephone number, including area code)

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


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

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

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

~~Table of Contents~~


Title of Class						Units Outstanding as of October ~~30, 2020~~29, 2021
Depositary Units (Representing Limited Partner Interests)						~~56,706,338~~56,842,303

Page 1 of 3533 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)


		September 27, 2020		December 31, 2019		September 29, 2019			September 26, 2021		December 31, 2020		September 27, 2020
ASSETS	ASSETS							ASSETS
Current Assets:	Current Assets:							Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	225,470	$	182,252	$	258,116	Cash and cash equivalents	$	562,661	$	376,736	$	225,470
Receivables	Receivables	40,305		63,106		68,754		Receivables	61,749		34,445		40,305
Inventories	Inventories	50,733		32,902		37,734		Inventories	36,861		47,479		50,733

Current income tax receivable								Current income tax receivable	63,178		69,104		6,208
Other current assets	Other current assets	24,002		15,921		20,196		Other current assets	23,922		26,747		17,794
		340,510		294,181		384,800			748,371		554,511		340,510
Property and Equipment:	Property and Equipment:							Property and Equipment:
Land	Land	438,893		441,038		439,309		Land	443,001		442,708		438,893
Land improvements	Land improvements	463,838		460,534		451,269		Land improvements	485,435		467,176		463,838
Buildings	Buildings	832,067		816,780		801,175		Buildings	857,610		849,404		832,067
Rides and equipment	Rides and equipment	1,954,787		1,907,544		1,900,910		Rides and equipment	1,994,977		1,962,324		1,954,787
Construction in progress	Construction in progress	83,472		70,731		69,050		Construction in progress	44,415		75,507		83,472
		3,773,057		3,696,627		3,661,713			3,825,438		3,797,119		3,773,057
Less accumulated depreciation	Less accumulated depreciation	(1,959,443)		(1,855,019)		(1,829,382)		Less accumulated depreciation	(2,095,666)		(1,995,138)		(1,959,443)
		1,813,614		1,841,608		1,832,331			1,729,772		1,801,981		1,813,614
Goodwill	Goodwill	263,860		359,654		358,451		Goodwill	267,216		266,961		263,860
Other Intangibles, net	Other Intangibles, net	49,717		59,899		59,693		Other Intangibles, net	50,127		50,288		49,717
Right-of-Use Asset	Right-of-Use Asset	13,021		14,324		11,067		Right-of-Use Asset	14,061		13,527		13,021
Other Assets	Other Assets	20,796		11,479		11,669		Other Assets	4,940		6,144		20,796
		$	2,501,518	$	2,581,145	$	2,658,011		$	2,814,487	$	2,693,412	$	2,501,518
LIABILITIES AND PARTNERS’ EQUITY	LIABILITIES AND PARTNERS’ EQUITY							LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:	Current Liabilities:							Current Liabilities:
Current maturities of long-term debt		$	0	$	7,500	$	7,500

Accounts payable	Accounts payable	16,305		29,344		32,928		Accounts payable	$	49,085	$	14,272	$	16,305
Deferred revenue	Deferred revenue	156,488		151,377		130,265		Deferred revenue	186,526		183,354		156,488
Accrued interest	Accrued interest	50,666		21,442		30,181		Accrued interest	58,919		33,718		50,666
Accrued taxes	Accrued taxes	13,307		39,237		48,265		Accrued taxes	14,706		10,775		13,307
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	20,696		29,549		39,206		Accrued salaries, wages and benefits	63,641		24,975		20,696
Self-insurance reserves	Self-insurance reserves	22,037		24,665		23,837		Self-insurance reserves	24,286		22,322		22,037
Other accrued liabilities	Other accrued liabilities	17,864		21,024		17,297		Other accrued liabilities	19,440		10,565		17,864
		297,363		324,138		329,479			416,603		299,981		297,363
Deferred Tax Liability	Deferred Tax Liability	2,525		82,046		82,658		Deferred Tax Liability	47,538		39,595		2,525
Derivative Liability	Derivative Liability	38,713		18,108		27,773		Derivative Liability	28,504		39,086		38,713
Lease Liability	Lease Liability	9,873		10,600		7,440		Lease Liability	11,146		10,483		9,873
Non-Current Deferred Revenue (See Note 4)		36,180		9,401		18,205
Non-Current Deferred Revenue								Non-Current Deferred Revenue	24,037		10,508		36,180
Other Liabilities	Other Liabilities	6,260		935		761		Other Liabilities	5,261		5,952		6,260
Long-Term Debt:	Long-Term Debt:							Long-Term Debt:

Term debt	Term debt	256,358		714,150		717,364		Term debt	257,559		255,025		256,358
Notes	Notes	2,405,576		1,431,733		1,431,612		Notes	2,706,484		2,699,219		2,405,576
		2,661,934		2,145,883		2,148,976			2,964,043		2,954,244		2,661,934
Partners’ (Deficit) Equity:
Partners’ Deficit								Partners’ Deficit
Special L.P. interests	Special L.P. interests	5,290		5,290		5,290		Special L.P. interests	5,290		5,290		5,290
General partner	General partner	(6)		(1)		(1)		General partner	(7)		(7)		(6)
Limited partners, 56,706, 56,666 and 56,596 units outstanding as of September 27, 2020, December 31, 2019 and September 29, 2019, respectively		(570,922)		(25,001)		21,276
Limited partners, 56,842, 56,706 and 56,706 units outstanding as of September 26, 2021, December 31, 2020 and September 27, 2020, respectively								Limited partners, 56,842, 56,706 and 56,706 units outstanding as of September 26, 2021, December 31, 2020 and September 27, 2020, respectively	(689,662)		(674,319)		(570,922)
Accumulated other comprehensive income	Accumulated other comprehensive income	14,308		9,746		16,154		Accumulated other comprehensive income	1,734		2,599		14,308
		(551,330)		(9,966)		42,719			(682,645)		(666,437)		(551,330)
		$	2,501,518	$	2,581,145	$	2,658,011		$	2,814,487	$	2,693,412	$	2,501,518

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

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CEDAR FAIR, L.P.

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

(In thousands, except per unit amounts)


		Three months ended				Nine months ended					Three months ended				Nine months ended
		September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019			September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020
Net revenues:	Net revenues:									Net revenues:
Admissions	Admissions	$	33,411	$	382,776	$	60,728	$	645,715	Admissions	$	381,777	$	33,411	$	480,849	$	60,728
Food, merchandise and games	Food, merchandise and games	34,462		224,444		57,269		399,525		Food, merchandise and games	235,619		34,462		326,810		57,269
Accommodations, extra-charge products and other	Accommodations, extra-charge products and other	19,584		107,292		29,681		172,439		Accommodations, extra-charge products and other	136,008		19,584		179,624		29,681
		87,457		714,512		147,678		1,217,679			753,404		87,457		987,283		147,678
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of food, merchandise, and games revenues	Cost of food, merchandise, and games revenues	11,638		58,475		20,028		105,932		Cost of food, merchandise, and games revenues	59,502		11,638		85,438		20,028
Operating expenses	Operating expenses	100,818		227,625		274,169		503,601		Operating expenses	273,426		100,818		495,525		274,169
Selling, general and administrative	Selling, general and administrative	28,145		83,080		76,681		174,527		Selling, general and administrative	90,863		28,145		168,279		76,681
Depreciation and amortization	Depreciation and amortization	67,436		68,335		127,447		137,828		Depreciation and amortization	77,461		67,436		112,906		127,447
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	727		1,675		8,530		3,781		Loss on impairment / retirement of fixed assets, net	2,397		727		5,873		8,530
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles	15,818		0		103,999		0		Loss on impairment of goodwill and other intangibles	—		15,818		—		103,999
Gain on sale of investment	Gain on sale of investment	(11)		0		(11)		(617)		Gain on sale of investment	—		(11)		(2)		(11)
		224,571		439,190		610,843		925,052			503,649		224,571		868,019		610,843
Operating (loss) income		(137,114)		275,322		(463,165)		292,627
Operating income (loss)										Operating income (loss)	249,755		(137,114)		119,264		(463,165)
Interest expense	Interest expense	40,376		27,967		104,341		71,814		Interest expense	46,270		40,376		136,371		104,341
Net effect of swaps	Net effect of swaps	(1,558)		3,910		19,780		21,068		Net effect of swaps	(3,186)		(1,558)		(10,582)		19,780
Loss on early debt extinguishment	Loss on early debt extinguishment	317		0		2,013		0		Loss on early debt extinguishment	—		317		4		2,013
(Gain) loss on foreign currency		(9,567)		5,608		11,984		(12,533)
Loss (gain) on foreign currency										Loss (gain) on foreign currency	15,163		(9,567)		(1,741)		11,984
Other income	Other income	(28)		(933)		(337)		(808)		Other income	(243)		(28)		(348)		(337)
(Loss) income before taxes		(166,654)		238,770		(600,946)		213,086
(Benefit) provision for taxes		(30,393)		48,815		(116,156)		43,506
Net (loss) income		(136,261)		189,955		(484,790)		169,580
Net (loss) income allocated to general partner		(1)		2		(5)		2
Net (loss) income allocated to limited partners		$	(136,260)	$	189,953	$	(484,785)	$	169,578
Income (loss) before taxes										Income (loss) before taxes	191,751		(166,654)		(4,440)		(600,946)
Provision (benefit) for taxes										Provision (benefit) for taxes	43,764		(30,393)		16,859		(116,156)
Net income (loss)										Net income (loss)	147,987		(136,261)		(21,299)		(484,790)
Net income (loss) allocated to general partner										Net income (loss) allocated to general partner	2		(1)		—		(5)
Net income (loss) allocated to limited partners										Net income (loss) allocated to limited partners	$	147,985	$	(136,260)	$	(21,299)	$	(484,785)

Net (loss) income		$	(136,261)	$	189,955	$	(484,790)	$	169,580
Other comprehensive (loss) income, (net of tax):
Net income (loss)										Net income (loss)	$	147,987	$	(136,261)	$	(21,299)	$	(484,790)
Other comprehensive income (loss), (net of tax):										Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	Foreign currency translation adjustment	(4,820)		2,554		4,562		(5,128)		Foreign currency translation adjustment	7,912		(4,820)		(865)		4,562

Other comprehensive (loss) income, (net of tax)		(4,820)		2,554		4,562		(5,128)
Total comprehensive (loss) income		$	(141,081)	$	192,509	$	(480,228)	$	164,452
Basic (loss) income per limited partner unit:
Other comprehensive income (loss), (net of tax)										Other comprehensive income (loss), (net of tax)	7,912		(4,820)		(865)		4,562
Total comprehensive income (loss)										Total comprehensive income (loss)	$	155,899	$	(141,081)	$	(22,164)	$	(480,228)
Basic income (loss) per limited partner unit:										Basic income (loss) per limited partner unit:
Weighted average limited partner units outstanding	Weighted average limited partner units outstanding	56,497		56,519		56,469		56,344		Weighted average limited partner units outstanding	56,628		56,497		56,601		56,469
Net (loss) income per limited partner unit		$	(2.41)	$	3.36	$	(8.58)	$	3.01
Diluted (loss) income per limited partner unit:
Net income (loss) per limited partner unit										Net income (loss) per limited partner unit	$	2.61	$	(2.41)	$	(0.38)	$	(8.58)
Diluted income (loss) per limited partner unit:										Diluted income (loss) per limited partner unit:
Weighted average limited partner units outstanding	Weighted average limited partner units outstanding	56,497		56,931		56,469		56,816		Weighted average limited partner units outstanding	57,009		56,497		56,601		56,469
Net (loss) income per limited partner unit		$	(2.41)	$	3.34	$	(8.58)	$	2.98
Net income (loss) per limited partner unit										Net income (loss) per limited partner unit	$	2.60	$	(2.41)	$	(0.38)	$	(8.58)

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

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CEDAR FAIR, L.P.

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

(In thousands)


For the three months ended	For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Equity		General Partner’s Equity		Special L.P. Interests		Accumulated Other Comprehensive Income		Total Partners’ (Deficit) 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 June 30, 2019		56,597	$	(119,088)	$	(2)	$	5,290	$	13,600	$	(100,200)
Net income		—	189,953		2		—		—		189,955
Partnership distribution declared ($0.925 per unit)		—	(52,358)		(1)		—		—		(52,359)
Issuance of limited partnership units related to compensation		(1)	2,823		—		—		—		2,823
Tax effect of units involved in treasury unit transactions		—	(54)		—		—		—		(54)
Foreign currency translation adjustment, net of tax $478		—	—		—		—		2,554		2,554

Balance as of September 29, 2019		56,596	$	21,276	$	(1)	$	5,290	$	16,154	$	42,719

Balance as of June 28, 2020	Balance as of June 28, 2020	56,707	$	(436,275)	$	(5)	$	5,290	$	19,128	$	(411,862)	Balance as of June 28, 2020	56,707	$	(436,275)	$	(5)	$	5,290	$	19,128	$	(411,862)
Net loss	Net loss	—	(136,260)		(1)		—		—		(136,261)		Net loss	—	(136,260)		(1)		—		—		(136,261)
Partnership distribution declared	Partnership distribution declared	—	2		—		—		—		2		Partnership distribution declared	—	2		—		—		—		2
Issuance of limited partnership units related to compensation		(1)	1,612		—		—		—		1,612
Limited partnership units related to equity-based compensation													Limited partnership units related to equity-based compensation	(1)	1,612		—		—		—		1,612
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1)		—		—		—		(1)		Tax effect of units involved in treasury unit transactions	—	(1)		—		—		—		(1)
Foreign currency translation adjustment, net of tax $(711)	Foreign currency translation adjustment, net of tax $(711)	—	—		—		—		(4,820)		(4,820)		Foreign currency translation adjustment, net of tax $(711)	—	—		—		—		(4,820)		(4,820)

Balance as of September 27, 2020	Balance as of September 27, 2020	56,706	$	(570,922)	$	(6)	$	5,290	$	14,308	$	(551,330)	Balance as of September 27, 2020	56,706	$	(570,922)	$	(6)	$	5,290	$	14,308	$	(551,330)
Balance as of June 27, 2021													Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)
Net income													Net income	—	147,985		2		—		—		147,987

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

Balance as of September 26, 2021													Balance as of September 26, 2021	56,842	$	(689,662)	$	(7)	$	5,290	$	1,734	$	(682,645)

For the nine months ended	For the nine months ended	Limited Partnership Units Outstanding	Limited Partners’ Equity		General Partner’s Equity		Special L.P. Interests		Accumulated Other Comprehensive Income		Total Partners’ (Deficit) Equity		For the nine months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of December 31, 2018		56,564	$	5,845	$	(1)	$	5,290	$	21,282	$	32,416
Net income		—	169,578		2		—		—		169,580
Partnership distribution declared ($2.775 per unit)		—	(157,043)		(2)		—		—		(157,045)
Issuance of limited partnership units related to compensation		32	4,511		—		—		—		4,511
Tax effect of units involved in treasury unit transactions		—	(1,615)		—		—		—		(1,615)
Foreign currency translation adjustment, net of tax $(1,142)		—	—		—		—		(5,128)		(5,128)

Balance as of September 29, 2019		56,596	$	21,276	$	(1)	$	5,290	$	16,154	$	42,719

Balance as of December 31, 2019	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	Net loss	—	(484,785)		(5)		—		—		(484,790)		Net loss	—	(484,785)		(5)		—		—		(484,790)
Partnership distribution declared ($0.935 per unit)	Partnership distribution declared ($0.935 per unit)	—	(53,020)		—		—		—		(53,020)		Partnership distribution declared ($0.935 per unit)	—	(53,020)		—		—		—		(53,020)
Issuance of limited partnership units related to compensation		40	(6,354)		—		—		—		(6,354)
Limited partnership units related to equity-based compensation													Limited partnership units related to equity-based compensation	40	(6,354)		—		—		—		(6,354)
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1,762)		—		—		—		(1,762)		Tax effect of units involved in treasury unit transactions	—	(1,762)		—		—		—		(1,762)
Foreign currency translation adjustment, net of tax $1,201	Foreign currency translation adjustment, net of tax $1,201	—	—		—		—		4,562		4,562		Foreign currency translation adjustment, net of tax $1,201	—	—		—		—		4,562		4,562

Balance as of September 27, 2020	Balance as of September 27, 2020	56,706	$	(570,922)	$	(6)	$	5,290	$	14,308	$	(551,330)	Balance as of September 27, 2020	56,706	$	(570,922)	$	(6)	$	5,290	$	14,308	$	(551,330)
Balance as of December 31, 2020													Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)
Net loss													Net loss	—	(21,299)		—		—		—		(21,299)

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

Balance as of September 26, 2021													Balance as of September 26, 2021	56,842	$	(689,662)	$	(7)	$	5,290	$	1,734	$	(682,645)

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

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


		Nine months ended					Nine months ended
		September 27, 2020		September 29, 2019			September 26, 2021		September 27, 2020
CASH FLOWS (FOR) FROM OPERATING ACTIVITIES
Net (loss) income		$	(484,790)	$	169,580
Adjustments to reconcile net (loss) income to net cash (for) from operating activities:
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES						CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net loss						Net loss	$	(21,299)	$	(484,790)
Adjustments to reconcile net loss to net cash from (for) operating activities:						Adjustments to reconcile net loss to net cash from (for) operating activities:
Depreciation and amortization	Depreciation and amortization	127,447		137,828		Depreciation and amortization	112,906		127,447
Loss on early debt extinguishment	Loss on early debt extinguishment	2,013		0		Loss on early debt extinguishment	4		2,013
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles	103,999		0		Loss on impairment of goodwill and other intangibles	—		103,999
Non-cash foreign currency loss (gain) on debt		13,647		(13,406)
Non-cash equity based compensation expense		(1,842)		8,236
Non-cash deferred income tax benefit		(78,296)		(220)
Non-cash foreign currency (gain) loss on debt						Non-cash foreign currency (gain) loss on debt	(1,930)		13,647
Non-cash equity based compensation expense (benefit)						Non-cash equity based compensation expense (benefit)	11,910		(1,842)
Non-cash deferred income tax provision (benefit)						Non-cash deferred income tax provision (benefit)	7,779		(78,296)
Net effect of swaps	Net effect of swaps	19,780		21,068		Net effect of swaps	(10,582)		19,780
Other non-cash expenses	Other non-cash expenses	12,408		5,530		Other non-cash expenses	13,873		12,408
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
(Increase) decrease in receivables	(Increase) decrease in receivables	22,712		(13,830)		(Increase) decrease in receivables	(27,292)		22,712
(Increase) decrease in inventories	(Increase) decrease in inventories	(17,950)		(5,094)		(Increase) decrease in inventories	10,634		(17,950)
(increase) decrease in other assets		(18,858)		(10,261)
(Increase) decrease in tax receivable						(Increase) decrease in tax receivable	9,908		(41,993)
(Increase) decrease in other assets						(Increase) decrease in other assets	2,374		(2,727)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	(3,499)		8,269		Increase (decrease) in accounts payable	31,313		(3,499)
Increase (decrease) in deferred revenue	Increase (decrease) in deferred revenue	32,235		24,286		Increase (decrease) in deferred revenue	16,631		32,235
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	29,380		22,109		Increase (decrease) in accrued interest	25,181		29,380
Increase (decrease) in accrued taxes		(25,862)		17,819
Increase (decrease) in accrued salaries, wages and benefits						Increase (decrease) in accrued salaries, wages and benefits	38,659		(8,796)
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	(7,976)		17,225		Increase (decrease) in other liabilities	10,059		820
Net cash (for) from operating activities		(275,452)		389,139
Net cash from (for) operating activities						Net cash from (for) operating activities	230,128		(275,452)
CASH FLOWS FOR INVESTING ACTIVITIES	CASH FLOWS FOR INVESTING ACTIVITIES					CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(120,883)		(296,616)		Capital expenditures	(39,548)		(120,883)
Acquisitions, net of cash acquired		0		(270,171)

Proceeds from sale of investment	Proceeds from sale of investment	2,109		617		Proceeds from sale of investment	1,405		2,109

Net cash for investing activities	Net cash for investing activities	(118,774)		(566,170)		Net cash for investing activities	(38,143)		(118,774)
CASH FLOWS FROM FINANCING ACTIVITIES
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES						CASH FLOWS (FOR) FROM FINANCING ACTIVITIES

Note borrowings	Note borrowings	1,000,000		500,000		Note borrowings	—		1,000,000
Term debt payments	Term debt payments	(465,125)		(1,875)		Term debt payments	—		(465,125)

Distributions paid to partners	Distributions paid to partners	(53,020)		(157,045)		Distributions paid to partners	—		(53,020)
Payment of debt issuance costs	Payment of debt issuance costs	(35,738)		(7,812)		Payment of debt issuance costs	(132)		(35,738)
Exercise of limited partnership unit options		112		0
Tax effect of units involved in treasury unit transactions		(1,762)		(1,615)
Payments related to tax withholding for equity compensation	Payments related to tax withholding for equity compensation	(4,624)		(4,249)		Payments related to tax withholding for equity compensation	(4,583)		(4,624)
Net cash from financing activities		439,843		327,404
Other						Other	(1,371)		(1,650)
Net cash (for) from financing activities						Net cash (for) from financing activities	(6,086)		439,843
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(2,399)		2,394		EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	26		(2,399)
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS					CASH AND CASH EQUIVALENTS
Net increase for the period	Net increase for the period	43,218		152,767		Net increase for the period	185,925		43,218
Balance, beginning of period	Balance, beginning of period	182,252		105,349		Balance, beginning of period	376,736		182,252
Balance, end of period	Balance, end of period	$	225,470	$	258,116	Balance, end of period	$	562,661	$	225,470
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION					SUPPLEMENTAL INFORMATION
Cash payments for interest expense	Cash payments for interest expense	$	69,780	$	49,001	Cash payments for interest expense	$	102,682	$	69,780
Interest capitalized	Interest capitalized	1,961		2,524		Interest capitalized	1,457		1,961
Cash payments for income taxes, net of refunds		7,533		30,604
Net cash payments for income taxes						Net cash payments for income taxes	5,578		7,533
Capital expenditures in accounts payable	Capital expenditures in accounts payable	1,146		3,703		Capital expenditures in accounts payable	6,560		1,146

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

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CEDAR FAIR, L.P.

INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Impact of COVID-19 Pandemic

~~Due to the~~The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, had a continuing negative impact in 2021 and may have a longer-term negative effect. On March ~~13,~~14, 2020, we ~~announced the closure of certain parks and the decision to delay the opening of other parks~~closed our properties in response to the ~~federal~~spread of COVID-19 and local ~~recommendations and restrictions to mitigate the spread of COVID-19. Beginning late in the second quarter of 2020, we~~government mandates. We ultimately resumed only partial operations at ~~many~~10 of our ~~parks on a staggered basis~~13 properties in ~~accordance with local and state guidelines. Parks that reopened and their respective reopening dates follow:~~

~~Schlitterbahn Waterpark & Resort New Braunfels, which opened on June 13, 2020~~

~~Schlitterbahn Waterpark Galveston, which opened on June 13, 2020~~

~~Worlds of Fun, which opened on June 22, 2020~~

~~Kings Island, which opened on July 2, 2020~~

~~Dorney Park, which opened on July 8, 2020~~

~~Cedar Point, which opened on July 9, 2020~~

~~Michigan's Adventure, which opened on July 16, 2020~~

~~Attendance~~2020. Due to soft demand trends upon reopening ~~was below original expectations. The timing of park openings from mid-June through mid-July coincided with growing concerns about rising COVID-19 cases. Due to the soft demand trends,~~in 2020, park operating calendars were adjusted, ~~for the remainder of 2020,~~ including reduced operating days per week and operating hours within each operating day. Following March 14, 2020, Knott's Berry Farm's partial operations in 2020 were limited to culinary festivals.

In ~~addition,~~May 2021, we opened all of our U.S. properties for the 2021 operating season on a staggered basis with capacity restrictions, guest reservations, and other operating protocols in place. Our 2021 operating calendars were designed to align with anticipated capacity restrictions, guest demand and labor availability, including fewer operating days in July and August at some of our ~~reopened parks closed earlier than~~smaller properties and additional operating days in September. As vaccination distribution efforts continued during the ~~park's typical operating calendar. Schlitterbahn Waterpark & Resort New Braunfels, Schlitterbahn Waterpark Galveston, Worlds~~second quarter of ~~Fun~~2021 and ~~Dorney Park closed following the Labor Day holiday on September 7, 2020. Kings Island closed following the fall season on November 1, 2020. Cedar Point~~we were able to secure additional labor, we removed most capacity restrictions, guest reservation requirements and ~~Michigan's Adventure closed as they traditionally would following the fall season on November 1, 2020 and on Labor Day, respectively. Additionally,~~other protocols at our U.S. properties beginning in July 2021. We were able to alleviate social distancing concerns, Cedar Point and Kings Island changed their fall entertainment programming to allow for better management and maintenance of social distancing and limited park capacity requirements.

~~Knott's Berry Farm,~~open our Canadian property, Canada's Wonderland, Carowinds, Kings Dominion, California's Great America and Valleyfair remain closed, with the exception of limited attractions, such as hotel properties and special outdoor events. Of these parks, Knott's Berry Farm andin July 2021. Canada's Wonderland ~~remain~~is operating with capacity restrictions, guest reservations, and other operating protocols in ~~a state of readiness~~place. We adjusted and may continue to adjust our 2021 operating calendars as ~~parks continue their dialogue with government~~we respond to changes in guest demand, labor availability and health authorities about the possibility of opening. On August 4, 2020, we announced the remaining parks (other than Knott's Berry Farm and Canada's Wonderland) will not reopen in 2020 due to the diminishing number of calendar days left in 2020, as well as limited visibility fromany state and local ~~officials as to when park openings~~restrictions. Our future operations are possible. However, during the fourth quarter of 2020, we received approval from local authorities to open Carowinds. As a result, Carowinds will open for approximately 12 operating days for a winter themed event during November and December.

Given the uncertainty around the timing of the parks reopening, and in order to ensure our season pass holders receive a full season of access to our parks, in April 2020, we extended the usage privileges of 2020 season passes through the 2021 season and paused collections of guest payments on installment purchase products in recognition of the pandemic related restrictions that impacted the opening of the parks in the current year. We are resuming collections of guest payments on installment purchase products at each park as it opens. For those parks that we have announced will not reopen in 2020, we will also provide our season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season.

Even after all of our parks are able to reopen and our parks are able to return to full capacity with traditional park operating calendars, there may be longer-term negative impacts to our business, results of operations and financial condition as a result of the COVID-19 pandemic. These impacts 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 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.

Following our March 13, 2020 announcement, we took steps to secure additional liquidity and to obtain relief from certain financial covenants, in the event that the effects of the COVID-19 pandemic continued. On April 27, 2020, we issued $1.0 billion

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of senior secured notes and further amended the Amended 2017 Credit Agreement, including expanding our senior secured revolving credit facility capacity and revising certain financial covenants. See the Long-Term Debt footnote at ~~Note 7~~ for further details. In addition, during the second quarter of 2020, we reduced operating expenses, including labor costs, suspended capital expenditures, and suspended quarterly distribution payments. Following the opening of the parks listed above, we resumed paying full salaries and incurred seasonal and part-time labor expenses, park-level operating expenses and advertising expenses to correspond with lower than typical attendance levels and abbreviated park operating calendars at our open parks.

Following the third quarter of 2020 and in response to the continuing impacts of the COVID-19 pandemic, we issued an additional $300 million of senior unsecured notes and further amended the Second Amended 2017 Credit Agreement (as defined below) to further suspend and revise certain of the financial covenants. The credit agreement amendment will also extend the maturity of and adjust the terms that apply to a portion of our senior secured revolving credit facility upon completion of certain customary closing conditions. See the Subsequent Event footnote at ~~Note 12~~ ~~for further details.~~

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

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~~Adopted Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing specific exceptions and clarifying and amending existing guidance under Topic 740, Income Taxes. ASU 2019-12 is effective for fiscal years after December 15, 2020 and interim periods within those years. Early adoption is permitted, including adoption in any interim period, but all amendments must be adopted in the same period. The allowable adoption methods differ under the various amendments. We ~~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.

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(2) Interim Reporting:

We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. Our parks operate seasonally except for Knott's Berry ~~Farm.~~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 ~~has~~ 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. ~~Due to the impact of COVID-19 on our parks' 2020 operating calendars, we are recognizing depreciation and certain other~~For those operating costs ~~which~~that are ~~typically~~ expensed over each park's operating season, ~~and which will still be incurred,~~we recognize expense over each park's planned operating days. In 2020, pre-COVID-19 budgeted operating days ~~for 2020. This change in accounting procedure~~represented each park's planned operating days. Pre-COVID-19 budgeted operating days more accurately ~~reflects~~reflected incurred expense, ~~and results~~resulted in greater consistency between parks and with historical ~~results.~~results, and was more consistent with our interim reporting accounting procedures compared with updating our procedures to recognize expense over the much fewer actual operating days in 2020.

(3) ~~Acquisitions:~~

On July 1, 2019, we completed the acquisition of 2 water parks and 1 resort in Texas, the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston ("Schlitterbahn parks"), for a cash purchase price 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.

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 and as of September 27, 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 as of March 29, 2020, and $11.3 million for goodwill and $2.2 million for the Schlitterbahn trade name as of September 27, 2020 (see ~~Note 5~~ ~~and~~ ~~Note 6~~).

The results of the Schlitterbahn parks' operations, including $10.7 million and $41.5 million of net revenues and $117.5 million of net loss and $20.2 million of net income, are included within the unaudited condensed consolidated statement of operations and comprehensive (loss) income for the nine months ended September 27, 2020 and September 29, 2019, respectively. If we had acquired the Schlitterbahn parks on January 1, 2019, our results for the nine months ended September 29, 2019 would have included net revenues of approximately $68 million, and net income of approximately $20 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.

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~~(4)~~ Revenue Recognition:

As disclosed within the unaudited condensed consolidated statements of operations and comprehensive income (loss) ~~income,~~, 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				Nine months ended					Three months ended				Nine months ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019		(In thousands)	September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020
In-park revenues	In-park revenues	$	61,764	$	658,645	$	106,008	$	1,114,240	In-park revenues	$	692,013	$	61,764	$	882,679	$	106,008
Out-of-park revenues	Out-of-park revenues	29,051		76,347		46,705		140,452		Out-of-park revenues	83,074		29,051		134,054		46,705
Concessionaire remittance	Concessionaire remittance	(3,358)		(20,480)		(5,035)		(37,013)		Concessionaire remittance	(21,683)		(3,358)		(29,450)		(5,035)
Net revenues	Net revenues	$	87,457	$	714,512	$	147,678	$	1,217,679	Net revenues	$	753,404	$	87,457	$	987,283	$	147,678

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

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 (loss) 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 received a full season of access to our parks. In addition, four of our parks provided their season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season. We identified the loyalty reward as a separate performance obligation and 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

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to a much lesser extent the loyalty reward offering, resulted in a significant amount of revenue being deferred into 2021. In the first quarter of 2021 and in addition to the extended validity through 2021, Knott's Berry Farm also offered a day-for-day extension into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in 2021, as well as a further extension for out-of-state season pass holders due to more restrictive state guidelines for out-of-state visitors. In the second quarter of 2021, Canada's Wonderland extended its 2020 and 2021 season passes through September 5, 2022. No other parks offered similar plans. We expect deferred revenue related to our outstanding 2020 and 2021 season-long products to be realized within 12 months from the balance sheet date. In order to calculate revenue recognized 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 and 2022 operating seasons. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

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 nine months ended September 27, 2020, approximately $20~~Approximately $141 million of the current deferred revenue balance as of January 1, ~~2020~~2021 was ~~recognized.~~recognized during the nine months ended September 26, 2021. We also had recorded $10.5 million of non-current deferred revenue as of January 1, 2021 which largely represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2039.

Most deferred revenue from contracts with customers is classified as current within the balance sheet. However, a portion of deferred revenue from contracts with customers is typically classified as non-current during the third quarter related to season-long products sold in the current season for use in the subsequent season. Season-long products are typically sold beginning in August of the year preceding the operating season. Season-long products may subsequently be recognized 12 to 16 months after purchase depending on the date of sale. We estimate the number of uses expected outside of the next twelve months for each type of product and classify the related deferred revenue as non-current within "Non-Current Deferred Revenue" in the unaudited condensed consolidated balance sheets.

As of September 26, 2021, $13.9 million of the total non-current deferred revenue balance represented estimated fourth quarter 2022 usage of 2022 season-long products. As of September 27, 2020 ~~we classified $36.2 million of total deferred revenue as non-current. Due~~and due to the ~~COVID-19 pandemic, we extended~~extension of the validity of ~~our~~the 2020 season-long products ~~through the~~into 2021, ~~operating season in order to ensure our season pass holders receive a full season of access to our parks. As a result,~~ $27.1 million of the total non-current deferred revenue balance ~~as of September 27, 2020~~ represented estimated fourth quarter 2021 usage of both 2020 and 2021 season-long products. The remainder of the non-current deferred revenue balance ~~as of September 27, 2020~~in both periods was largely attributable to the lease of a portion of the California's Great America parking ~~lot to the Santa Clara Stadium Authority during Levi's Stadium events. The~~

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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.lot.

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 September 26, 2021, December 31, 2020 and September 27, 2020, ~~December 31, 2019 and September 29, 2019,~~ we recorded ~~an $8.5~~a $14.4 million, ~~$3.4~~$8.7 million and ~~$11.3~~$8.5 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. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. Due to the effects of the COVID-19 pandemic and given the uncertainty around the timing of the reopening of our parks, ~~reopening,~~ we paused collections on our installment purchase plans in April 2020. For those parks which opened during the summer of 2020, ~~and are resuming~~we resumed collections atof guest payments on installment purchase products as each ~~park as it opens.~~of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's Wonderland where we resumed collections in June 2021.

~~(5)~~(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 nine months 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 and third quarters 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 and September 27, 2020. As of March 29, 2020, we~~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.~~values during the first quarter of 2020. 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 /

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retirement of fixed assets" within the unaudited condensed consolidated statement of operations and comprehensive ~~(loss) income~~loss during the first quarter of 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. We performed additional impairment testing asduring the third quarter of ~~September 27,~~ 2020 due to a further decline in our financial performance projections. Our impairment testing asduring the third quarter of ~~September 27,~~ 2020 resulted in no further impairment of our long-lived assets. Management made significant estimates in performing the impairment tests, 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 prior period unaudited condensed consolidated balance sheets ($~~7.5~~2.1 million as of December 31, 2020 and $7.5 million as of September 27, ~~2020 and $9.0 million as~~2020). All remaining acreage from this property was sold during the second quarter of ~~December 31, 2019 and September 29, 2019).~~2021.

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~~(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 nine months 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 and third quarters 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 and September 27, 2020. As of March 29, 2020 and September 27, 2020, we~~impairment. We concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. We also recorded an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statement of operations and comprehensive ~~(loss) 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 charges recognized were for the amount by which the reporting unit's carrying amount exceeded its fair value.

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

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

Changes in the carrying value of goodwill for the nine months ended September ~~27, 2020~~26, 2021 and September ~~29, 2019~~27, 2020 were:


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

Foreign currency translation	255
Balance as of September 26, 2021	$	267,216

Balance as of December 31, 2019	$	359,654
Impairment	(93,929)
Foreign currency translation	(1,865)
Balance as of September 27, 2020	$	263,860

~~Balance as of December 31, 2018~~	$	~~178,719~~
~~Acquisition~~	~~177,994~~
~~Foreign currency translation~~	~~1,738~~
~~Balance as of September 29, 2019~~	$	~~358,451~~

Goodwill included $93.1 million and $178.0 million as of September 27, 2020 and December 31, 2019, respectively, of goodwill related to the Schlitterbahn parks which were acquired on July 1, 2019, see ~~Note 3~~.

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As of September ~~27, 2020,~~26, 2021, December 31, ~~2019,~~2020, and September ~~29, 2019,~~27, 2020, other intangible assets consisted of the following:

(In thousands) Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Value
September 27, 2020
Other intangible assets:
Trade names $ 48,764 $ — $ 48,764
License / franchise agreements 4,257 (3,304) 953
Total other intangible assets $ 53,021 $ (3,304) $ 49,717
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
September 29, 2019
Other intangible assets:
Trade names $ 58,981 $ — $ 58,981
License / franchise agreements 3,509 (2,797) 712
Total other intangible assets $ 62,490 $ (2,797) $ 59,693

~~Other intangible assets included $13.1 million and $23.2 million as of September 27, 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.~~


(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
September 26, 2021
Other intangible assets:
Trade names	$	49,511	$	—	$	49,511
License / franchise agreements	4,262		(3,646)		616
Total other intangible assets	$	53,773	$	(3,646)	$	50,127

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

September 27, 2020
Other intangible assets:
Trade names	$	48,764	$	—	$	48,764
License / franchise agreements	4,257		(3,304)		953
Total other intangible assets	$	53,021	$	(3,304)	$	49,717

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

Long-term debt as of September ~~27, 2020,~~26, 2021, December 31, ~~2019,~~2020, and September ~~29, 2019~~27, 2020 consisted of the following:

(In thousands) September 27, 2020 December 31, 2019 September 29, 2019
U.S. term loan averaging 2.85% YTD 2020; 4.01% in 2019; 4.16% YTD 2019 (due 2017-2024) (1) $ 264,250 $ 729,375 $ 733,125
Notes
2024 U.S. fixed rate notes at 5.375% 450,000 450,000 450,000
2025 U.S. fixed rate notes at 5.500% 1,000,000 0 0
2027 U.S. fixed rate notes at 5.375% 500,000 500,000 500,000
2029 U.S. fixed rate notes at 5.250% 500,000 500,000 500,000
2,714,250 2,179,375 2,183,125
Less current portion 0 (7,500) (7,500)
2,714,250 2,171,875 2,175,625
Less debt issuance costs and original issue discount (52,316) (25,992) (26,649)
$ 2,661,934 $ 2,145,883 $ 2,148,976


(In thousands)	September 26, 2021		December 31, 2020		September 27, 2020


U.S. term loan averaging 1.86% YTD 2021; 2.70% in 2020; 2.85% YTD 2020 (1)	$	264,250	$	264,250	$	264,250
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		1,000,000
2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000
2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		—
2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
	3,014,250		3,014,250		2,714,250


Less debt issuance costs and original issue discount	(50,207)		(60,006)		(52,316)
	$	2,964,043	$	2,954,244	$	2,661,934

(1) The average interest rates do not reflect the effect of interest rate swap agreements (see Note 87).

Term Debt and Revolving Credit Facilities

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

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In connection with the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of ~~$100.0~~$100 million bringing our total senior secured revolving credit facility capacity under the ~~Second Amended~~ 2017 Credit Agreement to $375

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million with a Canadian sub-limit of $15 million. Senior secured revolving credit facility borrowings ~~under~~following the Second ~~Amended 2017 Credit Agreement~~Amendment bore interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 ~~bps.~~bps and required the payment of a 37.5 bps commitment fee per annum on the unused portion of the revolving credit facility. The revolving credit facility was scheduled to mature in April 2022 under the Second Amendment. In September 2020, the Third Amendment extended the maturity date of $300 million of the $375 million senior secured revolving credit facility to December 2023 (which 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 ~~Canadian Dollar Offered Rate ("CDOR")~~CDOR plus 200 bps. The ~~revolving credit facility was scheduled to mature in April 2022 under the Second Amendment. The Second~~Third Amended 2017 Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of September ~~27, 2020, 0~~26, 2021, no borrowings were outstanding under the revolving credit facility. ~~The Second Amended 2017 Credit Agreement required the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities.~~

~~Subsequent to September 27, 2020, we further amended the Second Amended 2017 Credit Agreement in response to the continuing impacts of the COVID-19 pandemic. See the Subsequent Events footnote at~~ ~~Note 12~~ ~~for further details.~~

Notes

In April 2020, as a result of the anticipated effects of the COVID-19 pandemic and in connection with the Second Amendment, ~~to the 2017 Credit Agreement,~~ 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 2025 senior 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 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 transaction.

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 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.

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, 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"). 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 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 September 27, 2020, we issued $300 million of 6.500% senior unsecured notes due 2028 in response to the continuing impacts of the COVID-19 pandemic. See the Subsequent Events footnote at ~~Note 12~~ ~~for further details.~~

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Covenants

The ~~Second Amendment to the~~Third Amended 2017 Credit Agreement ~~suspended and revised certain financial covenants including:~~includes: (i) suspended testing of the Consolidated Leverage Ratio (which was previously set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA) after the first quarter of 2020, (ii) replaced such Consolidated Leverage Ratio testing with a Senior Secured Leverage Ratio of ~~4.00x~~4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA ~~to be tested quarterly~~ starting with the first quarter of ~~2021,~~2022, which ~~would have stepped~~will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the ~~fourth~~third quarter of ~~2021,~~2023, with the covenant calculations for the first, second, and third quarters in ~~2021~~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 ~~2020~~2021 ("Deemed EBITDA Quarters")~~, (iii) added~~; (ii) a requirement that we maintain a minimum liquidity level of at least ~~$125.0~~$125 million, tested at all times, until the earlier of December 31, ~~2021~~2022 or the termination of the Additional Restrictions Period (which generally ~~would have included~~includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of ~~2021), (iv) suspended~~2022); and (iii) a suspension of 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~~Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period, and (v) permitted the incurrence of the portion of the 2025 senior notes that were issued and were not applied to repay a portion of the senior secured term loan facility. Under the Second Amendment, we had the ability toPeriod. We may terminate the Additional Restrictions Period prior to December 31, ~~2021~~2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. ~~As of September 27, 2020, we~~We were in compliance with the ~~financial condition covenants under the Second Amended 2017 Credit Agreement.~~

~~See the Subsequent Events footnote at~~ ~~Note 12~~ ~~for a discussion of changes to our~~applicable financial covenants under the ~~Second~~Third Amended 2017 Credit Agreement ~~following~~during the ~~third quarter of 2020.~~nine months ended September 26, 2021.

Our fixed rate note agreements ~~also~~ 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 includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x, we can still make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.00x as of September ~~27, 2020.~~26, 2021.

~~(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 with a notional value of $500 million that ~~mature on~~convert one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of interest rate swap agreements. As of September 27, 2020, ~~and convert $500 million of variable-rate debt to a rate of 4.39%. We also have~~we had 4 additional interest rate swap agreements that ~~convert~~matured on December 31, 2020 and converted the same notional amount of one-month variable rate 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)	(In thousands)	Balance Sheet Location	September 27, 2020		December 31, 2019		September 29, 2019		(In thousands)	Balance Sheet Location	September 26, 2021		December 31, 2020		September 27, 2020
Derivatives not designated as hedging instruments:	Derivatives not designated as hedging instruments:								Derivatives not designated as hedging instruments:
Interest Rate Swaps	Interest Rate Swaps	Other accrued liabilities	$	(4,303)	$	(5,129)	$	0	Interest Rate Swaps	Other accrued liabilities	$	—	$	—	$	(4,303)
		Derivative Liability	(38,713)		(18,108)		(27,773)			Derivative Liability	(28,504)		(39,086)		(38,713)
			$	(43,016)	$	(23,237)	$	(27,773)			$	(28,504)	$	(39,086)	$	(43,016)

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) ~~income.~~.

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

The table below presents the balances of assets and liabilities measured at fair value as of September ~~27, 2020,~~26, 2021, December 31, ~~2019,~~2020, and September ~~29, 2019~~27, 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)	(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	September 27, 2020				December 31, 2019				September 29, 2019				(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	September 26, 2021				December 31, 2020				September 27, 2020
				Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value					Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets (liabilities) measured on a recurring basis:	Financial assets (liabilities) measured on a recurring basis:															Financial assets (liabilities) measured on a recurring basis:
Short-term investments	Short-term investments	Other current assets	Level 1	$	163	$	163	$	275	$	275	$	476	$	476	Short-term investments	Other current assets	Level 1	$	561	$	561	$	280	$	280	$	163	$	163
Interest rate swaps	Interest rate swaps	Derivative Liability (1)	Level 2	$	(43,016)	$	(43,016)	$	(23,237)	$	(23,237)	$	(27,773)	$	(27,773)	Interest rate swaps	Derivative Liability (1)	Level 2	$	(28,504)	$	(28,504)	$	(39,086)	$	(39,086)	$	(43,016)	$	(43,016)
Other financial assets (liabilities):	Other financial assets (liabilities):															Other financial assets (liabilities):
Term debt	Term debt	Long-Term Debt (2)	Level 2	$	(264,250)	$	(244,431)	$	(721,875)	$	(725,484)	$	(725,625)	$	(727,439)	Term debt	Long-Term Debt (2)	Level 2	$	(264,250)	$	(258,965)	$	(264,250)	$	(253,680)	$	(264,250)	$	(244,431)
2024 senior notes	2024 senior notes	Long-Term Debt (2)	Level 1	$	(450,000)	$	(433,125)	$	(450,000)	$	(462,375)	$	(450,000)	$	(462,938)	2024 senior notes	Long-Term Debt (2)	Level 1	$	(450,000)	$	(454,500)	$	(450,000)	$	(451,125)	$	(450,000)	$	(433,125)
2025 senior notes	2025 senior notes	Long-Term Debt (2)	Level 2	$	(1,000,000)	$	(1,010,000)	0		0		0		0		2025 senior notes	Long-Term Debt (2)	Level 2	$	(1,000,000)	$	(1,040,000)	$	(1,000,000)	$	(1,043,750)	$	(1,000,000)	$	(1,010,000)
2027 senior notes	2027 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(487,500)	$	(500,000)	$	(535,000)	$	(500,000)	$	(535,000)	2027 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(514,375)	$	(500,000)	$	(507,500)	$	(500,000)	$	(487,500)
2028 senior notes																2028 senior notes	Long-Term Debt (2)	Level 1 (3)	$	(300,000)	$	(322,500)	$	(300,000)	$	(318,000)	—		—
2029 senior notes	2029 senior notes	Long-Term Debt (2)	Level 1 (3)	$	(500,000)	$	(476,250)	$	(500,000)	$	(539,375)	$	(500,000)	$	(533,750)	2029 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(512,500)	$	(500,000)	$	(505,625)	$	(500,000)	$	(476,250)

(1)As of September 27, 2020, ~~and December 31, 2019,~~ $4.3 ~~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 ~~$52.3~~$50.2 million, ~~$26.0~~$60.0 million, and ~~$26.6~~$52.3 million as of September ~~27, 2020,~~26, 2021, December 31, ~~2019,~~2020, and September ~~29, 2019,~~27, 2020, respectively.

(3)The ~~2029~~2028 senior notes were based on Level 1 inputs as of September ~~27, 2020~~26, 2021 and Level 2 inputs as of December 31, ~~2019 and September 29, 2019.~~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 and third quarters of ~~March 29, 2020 and September 27,~~ 2020. We concluded the estimated fair value of goodwill and long-lived assets at the Schlitterbahn parks reporting unit and the Schlitterbahn trade name, and the estimated fair value of goodwill at the Dorney Park reporting unit ~~no longer exceeded their carrying values. As of March 29, 2020, we also concluded the estimated fair value of the long-lived assets of the Schlitterbahn parks~~ no longer exceeded their carrying values. Therefore, as of March 29, 2020 and September 27, 2020, these assets were measured at fair value. We recorded a $2.7 million, $73.6 million and $7.9 million impairment charge to long-lived assets, goodwill and the trade name at the Schlitterbahn parks, respectively, and a $6.8 million impairment charge to goodwill at Dorney Park during the first quarter of 2020. We also recorded an $11.3 million and $2.2 million impairment charge to goodwill and the trade name at the Schlitterbahn parks, respectively, and a $2.3 million impairment charge to goodwill at Dorney Park during the third 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 of operations and comprehensive ~~(loss) income.~~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 September ~~27, 2020,~~26, 2021, December 31, ~~2019~~2020 or September ~~29, 2019.~~27, 2020.

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~~(10) Earnings~~(9) Income (Loss) per Unit:

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


		Three months ended				Nine months ended					Three months ended				Nine months ended
(In thousands, except per unit amounts)	(In thousands, except per unit amounts)	September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019		(In thousands, except per unit amounts)	September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020
Basic weighted average units outstanding	Basic weighted average units outstanding	56,497		56,519		56,469		56,344		Basic weighted average units outstanding	56,628		56,497		56,601		56,469
Effect of dilutive units:	Effect of dilutive units:									Effect of dilutive units:
Deferred units	Deferred units	0		48		0		51		Deferred units	46		—		—		—
Performance units	Performance units	0		0		0		33		Performance units	92		—		—		—
Restricted units	Restricted units	0		239		0		263		Restricted units	217		—		—		—
Unit options	Unit options	0		125		0		125		Unit options	26		—		—		—

Diluted weighted average units outstanding	Diluted weighted average units outstanding	56,497		56,931		56,469		56,816		Diluted weighted average units outstanding	57,009		56,497		56,601		56,469
Net (loss) income per unit - basic		$	(2.41)	$	3.36	$	(8.58)	$	3.01
Net (loss) income per unit - diluted		$	(2.41)	$	3.34	$	(8.58)	$	2.98
Net income (loss) per unit - basic										Net income (loss) per unit - basic	$	2.61	$	(2.41)	$	(0.38)	$	(8.58)
Net income (loss) per unit - diluted										Net income (loss) per unit - diluted	$	2.60	$	(2.41)	$	(0.38)	$	(8.58)

There were approximately 0.3 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the three months ended September 27, 2020 as their effect would have been anti-dilutive due to the net loss in the period. There were approximately 0.7 million and 0.4 million potentially dilutive units excluded for the nine months ended September 26, 2021 and September 27, 2020, respectively, as their effect would also have been anti-dilutive due to the net loss in each period.

~~(11)~~(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 carry backs allowed by the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020.

The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we expect to recognize two benefits. First, we expect to carry back 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 $79.7 million. Second, as of September 26, 2021, the annual effective tax rate included a net benefit of $2.3 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The overall benefit of the carryback of losses was decreased by $7.2 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 September 26, 2021, $79.7 million in tax refunds attributable to the net operating loss in tax year 2020 being carried back to prior years in the United States, and an additional $9.5 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. These amounts were offset by accrued tax payments within the same jurisdictions for tax year 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 September 26, 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.

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~~(12) Subsequent Events:~~

In response to the continuing impacts of the COVID-19 pandemic, on September 28, 2020, we further amended the Second Amended 2017 Credit Agreement (subsequently referred to as the "Third Amended 2017 Credit Agreement" or the "Third Amendment") to, among other things: (i) extend the suspension of testing of the Senior Secured Leverage Ratio through 2021, (ii) modify the quarterly testing of the Senior Secured Leverage Ratio to 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA in the first quarter of 2022, which will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, 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 ("revised Deemed EBITDA Quarters"), (iii) extend the requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2022 or the termination of the revised 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), (iv) extend the suspension of 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 Third Amended 2017 Credit Agreement until the termination of the revised Additional Restrictions Period, and (v) permit the incurrence of the 2028 senior notes described below. We have the ability to terminate the revised 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 revised Deemed EBITDA Quarters for any fiscal quarter.

In addition to suspending and revising certain financial covenants, the Third Amendment, upon completion of certain customary closing conditions, will extend 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 will bear interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate plus 250 bps and will require 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 (the "2022 Revolving Credit Facility Capacity") will remain unchanged from the Second Amended 2017 Credit Agreement.

Following the Third Amendment, on October 7, 2020, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 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 2028 senior notes. The 2028 senior 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 net proceeds from the offering of the 2028 senior notes will 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 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 note may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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

Business Overview:

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

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

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

Impact of COVID-19 Pandemic

~~Schlitterbahn Waterpark & Resort New Braunfels, which opened on June 13, 2020~~

~~Schlitterbahn Waterpark Galveston, which opened on June 13, 2020~~

~~Worlds of Fun, which opened on June 22, 2020~~

~~Kings Island, which opened on July 2, 2020~~

~~Dorney Park, which opened on July 8, 2020~~

~~Cedar Point, which opened on July 9, 2020~~

~~Michigan's Adventure, which opened on July 16, 2020~~

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~~will depend~~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.~~

•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 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. Financial covenant revisions included suspending testing of the leverage ratio for the remainder of 2020 and allowing for modified testing of the leverage ratio in 2021. See the Long-Term Debt footnote at ~~Note 7~~ ~~for further details.~~

•We suspended $75-100 million of capital projects planned for the 2020 and 2021 operating seasons. As we prepare our properties for the 2021 operating season, we reactivated certain capital projects and may continue to reactivate other capital projects over the next twelve months resulting in capital spending that could vary from our earlier estimate. We estimate $120-125 million in capital expenditures for 2020, reflecting savings of approximately $60-65 million from our initial budget.

•We suspended the quarterly distribution. The Board is committed to reinstituting a quarterly distribution when it is appropriate to do so and it is permissible under the Third Amended 2017 Credit Agreement and our other debt covenants.

•~~We took the following proactive measures to reduce operating expenses and cash outflows:~~

•~~Eliminated nearly all of our seasonal and part-time labor costs until our parks prepared to reopen,~~

•Suspended all advertising and marketing expenses, and reduced general and administrative expenses and other park-level operating expenses to better align with the disruption in operations while still remaining in readiness position to reopen parks,

•~~Reduced the CEO’s base salary by 40% and the base salaries of all other executives by 25%, effective April 27, 2020,~~

•~~Deferred base salaries for all other salaried employees by 25%, subject to minimum thresholds or other statutory limitations,~~

•~~Reduced scheduled hours for full-time hourly employees by 25% to 30 hours per week, and~~

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

Effective July 20, 2020, following the opening of the parks listed above, we resumed paying full base salaries to our CEO, other executives and all other salaried employees. We also increased scheduled hours for full-time hourly employees to 40 hours per week, and resumed cash retainer fees to our Board of Directors. For those parks operating, we incurred seasonal and part-time labor expenses, park-level operating expenses and advertising expenses to correspond with lower than typical attendance levels and abbreviated park operating calendars.

Following the third quarter of 2020 and in response to the continuing impacts of the COVID-19 pandemic, we issued an additional $300 million of 6.500% senior unsecured notes due 2028 and further amended the Second Amended 2017 Credit Agreement to further suspend and revise certain of the financial covenants. The credit agreement amendment also will extend the maturity of and adjust the terms that apply to a portion of our senior secured revolving credit facility upon completion of certain customary closing conditions. See the Subsequent Event footnote at ~~Note 12~~ for further details. As a result of the events and steps described above, we have concluded that we will have sufficient liquidity to satisfy our obligations and remain in compliance with our debt covenants through the end of 2021.

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Critical Accounting Policies:

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

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

•Impairment of Long-Lived Assets

•~~Accounting for Business Combinations~~

•Goodwill and Other Intangible Assets

•Self-Insurance Reserves

•Revenue Recognition

•Income Taxes

In the third 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.

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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 ~~Second~~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 income (loss) ~~income~~ for the three and nine month periods ended September 26, 2021, September 27, 2020 and September 29, 2019. Due to the effects of the COVID-19 pandemic on our 2020 results, we included comparisons to 2019 in addition to comparisons to 2020 within the Results of Operations.


		Three months ended				Nine months ended					Three months ended						Nine months ended
(In thousands)	(In thousands)	September 27, 2020		September 29, 2019		September 27, 2020		September 29, 2019		(In thousands)	September 26, 2021		September 27, 2020		September 29, 2019		September 26, 2021		September 27, 2020		September 29, 2019
Net (loss) income		$	(136,261)	$	189,955	$	(484,790)	$	169,580
Net income (loss)										Net income (loss)	$	147,987	$	(136,261)	$	189,955	$	(21,299)	$	(484,790)	$	169,580
Interest expense	Interest expense	40,376		27,967		104,341		71,814		Interest expense	46,270		40,376		27,967		136,371		104,341		71,814
Interest income	Interest income	(25)		(807)		(449)		(1,121)		Interest income	(35)		(25)		(807)		(66)		(449)		(1,121)
(Benefit) provision for taxes		(30,393)		48,815		(116,156)		43,506
Provision (benefit) for taxes										Provision (benefit) for taxes	43,764		(30,393)		48,815		16,859		(116,156)		43,506
Depreciation and amortization	Depreciation and amortization	67,436		68,335		127,447		137,828		Depreciation and amortization	77,461		67,436		68,335		112,906		127,447		137,828
EBITDA	EBITDA	(58,867)		334,265		(369,607)		421,607		EBITDA	315,447		(58,867)		334,265		244,771		(369,607)		421,607
Loss on early debt extinguishment	Loss on early debt extinguishment	317		—		2,013		—		Loss on early debt extinguishment	—		317		—		4		2,013		—
Net effect of swaps	Net effect of swaps	(1,558)		3,910		19,780		21,068		Net effect of swaps	(3,186)		(1,558)		3,910		(10,582)		19,780		21,068
Non-cash foreign currency (gain) loss		(9,561)		5,617		12,127		(12,528)
Non-cash foreign currency loss (gain)										Non-cash foreign currency loss (gain)	15,157		(9,561)		5,617		(1,665)		12,127		(12,528)
Non-cash equity compensation expense	Non-cash equity compensation expense	1,618		2,930		(1,842)		8,760		Non-cash equity compensation expense	2,903		1,618		2,930		11,910		(1,842)		8,760
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	727		1,675		8,530		3,781		Loss on impairment / retirement of fixed assets, net	2,397		727		1,675		5,873		8,530		3,781
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles	15,818		—		103,999		—		Loss on impairment of goodwill and other intangibles	—		15,818		—		—		103,999		—
Gain on sale of investment	Gain on sale of investment	(11)		—		(11)		(617)		Gain on sale of investment	—		(11)		—		(2)		(11)		(617)
Acquisition-related costs	Acquisition-related costs	—		6,292		16		7,238		Acquisition-related costs	—		—		6,292		—		16		7,238

Other (1)	Other (1)	29		499		183		782		Other (1)	650		29		499		1,157		183		782
Adjusted EBITDA	Adjusted EBITDA	$	(51,488)	$	355,188	$	(224,812)	$	450,091	Adjusted EBITDA	$	333,368	$	(51,488)	$	355,188	$	251,466	$	(224,812)	$	450,091

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

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Results of Operations:

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

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

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

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

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

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Nine months ended September 26, 2021 vs. Nine months ended September 27, 2020

~~The~~Due to the effects of the COVID-19 pandemic, the results for the ~~fiscal nine-month period~~nine months ended September ~~27, 2020 are~~26, 2021 were not directly comparable with the results for the ~~fiscal~~nine months ended September 27, 2020. The current nine-month period included 1,381 operating days compared with a total of 443 operating days for the nine-month period ended September ~~29, 2019~~27, 2020.

In the current period and due to ~~park closures and operating calendar changes associated with~~the effects of the COVID-19 pandemic, ~~(the "COVID-19 disruption"), as well as~~we postponed the ~~inclusion~~opening of ~~the results~~our parks for the ~~six months ended June 28, 2020~~2021 operating season to May 2021, when all of our properties opened on a staggered basis except for our Canadian property, Canada's Wonderland, which opened in July 2021. Upon opening in 2021, park operating calendars were reduced, guest reservations were required, and some operating restrictions were in place. We removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. Operating restrictions remained in place at our Canadian property throughout the ~~Schlitterbahn parks which were acquired on~~third quarter of 2021. We adjusted our 2021 operating calendars to reflect anticipated changes in guest demand, labor availability and state and local restrictions by including fewer operating days in July ~~1, 2019. In response~~and August at some of our smaller properties and by including additional operating days in September. The current period also included results prior to the ~~COVID-19 pandemic, five~~May 2021 opening of our ~~13 properties did not open for~~parks from limited out-of-park operations, including the ~~2020 operating season, with the exception~~operation of ~~limited attractions classified as out-of-park revenues, such as~~some of our hotel properties and ~~special outdoor events.~~a culinary festival at Knott's Berry Farm ~~our only year-round property, closed in~~from March ~~2020, and similarly, has only been able to reopen limited attractions. Our remaining seven properties opened beginning late in~~5, 2021 through May 2, 2021.

For the ~~second quarter of 2020 with abbreviated operating calendars. As a result of the COVID-19 disruption, the fiscal~~ nine-month period ended September 27, 2020 included a total of 443 operating days compared with 1,862 operating days for the prior period, or 1,419 fewer operating days. There was a net 14 additional operating days in the current nine-month periodand due to the ~~inclusion~~effects of the COVID-19 pandemic, our properties closed on March 14, 2020. Eight of our 13 properties resumed partial operations on a staggered basis during the third quarter of 2020 with opening dates beginning in mid-June and continuing through mid-July. During this time, we also reopened operations at some of our out-of-park operations, such as hotel operations. Following March 14, 2020, Knott's Berry Farm's partial operations were limited to culinary festivals which were classified as out-of-park revenues. The 2020 results also included daily operations at Knott's Berry Farm and 16 operating days at the Schlitterbahn parks ~~offset by~~prior to the ~~impact~~March 14, 2020 closure of ~~the COVID-19 disruption on the Schlitterbahn parks.~~our properties.

The following table presents key financial information for the nine months ended September ~~27, 2020~~26, 2021 and September ~~29, 2019:~~27, 2020:


		Nine months ended				Increase (Decrease)					Nine months ended				Increase (Decrease)
		September 27, 2020		September 29, 2019		$		%			September 26, 2021		September 27, 2020		$		%
		(Amounts in thousands)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	147,678	$	1,217,679	$	(1,070,001)	(87.9)	%	Net revenues	$	987,283	$	147,678	$	839,605	N/M
Operating costs and expenses	Operating costs and expenses	370,878		784,060		(413,182)		(52.7)	%	Operating costs and expenses	749,242		370,878		378,364		102.0	%
Depreciation and amortization	Depreciation and amortization	127,447		137,828		(10,381)		(7.5)	%	Depreciation and amortization	112,906		127,447		(14,541)		(11.4)	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	8,530		3,781		4,749		N/M		Loss on impairment / retirement of fixed assets, net	5,873		8,530		(2,657)		N/M
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles	103,999		—		103,999		N/M		Loss on impairment of goodwill and other intangibles	—		103,999		(103,999)		N/M
Gain on sale of investment	Gain on sale of investment	(11)		(617)		606		N/M		Gain on sale of investment	(2)		(11)		9		N/M
Operating (loss) income		$	(463,165)	$	292,627	$	(755,792)	N/M
N/M - Not meaningful
Operating income (loss)										Operating income (loss)	$	119,264	$	(463,165)	$	582,429	125.7	%

Other Data:	Other Data:									Other Data:
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	(224,812)	$	450,091	$	(674,903)	N/M		Adjusted EBITDA (1)	$	251,466	$	(224,812)	$	476,278	N/M

Attendance	Attendance	2,280		22,864		(20,584)		(90.0)	%	Attendance	14,178		2,280		11,898		N/M
In-park per capita spending	In-park per capita spending	$	46.49	$	48.73	$	(2.24)	(4.6)	%	In-park per capita spending	$	62.26	$	46.49	$	15.77	33.9	%
Out-of-park revenues	Out-of-park revenues	$	46,705	$	140,452	$	(93,747)	(66.7)	%	Out-of-park revenues	$	134,054	$	46,705	$	87,349	187.0	%
Operating days										Operating days	1,381		443		938		N/M

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

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss) ~~income,~~, see page ~~22.~~18.

For the nine months ended September ~~27, 2020,~~26, 2021, net revenues ~~decreased 87.9% to~~totaled $987.3 million compared with $147.7 million ~~from $1.2 billion~~ for the nine months ended September ~~29, 2019.~~27, 2020. The ~~decrease reflected~~increase in net revenues was attributable to the ~~impact of a 20.6~~938 operating day increase in the current period resulting in an 11.9 million-visit ~~decrease~~increase in attendance ~~a $2.24 decrease~~and an $87.3 million increase in ~~in-park~~out-of-park revenues. In-park per capita spending and a $93.7 million decrease in out-of-park revenues, all of which were heavily impacted by the COVID-19 disruption. The decrease in attendance was due to the aforementioned park closures and operating calendar changes, as well as soft initial demand upon re-opening seven of our parks in mid-June through mid-July. Following re-opening, demand steadily increased throughout the third quarter. The decrease in in-park per capita spending was the result of less guest spending on extra-charge products, specifically front-of-line products, and admission attributable to a higher season pass mix. Guest spending on food, merchandise and games increased compared with the prior nine-month period. The decrease in out-of-park revenues was primarily attributable to a decline in accommodations revenue related to a decrease in occupancy due to the COVID-19 disruption. The Schlitterbahn parks contributed $2.1 million of net revenues during the six months ended June 28, 2020 and were not included in the prior year period until the July 1, 2019 acquisition date. The Schlitterbahn parks were

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~~included within the current and prior period third quarter results. Net revenues~~ for the nine months ~~were not materially impacted~~ended September 26, 2021 increased 34% to $62.26, which represented higher levels of guest spending across all key revenue categories, particularly admissions and extra-charge attractions, including front-of-line FastLane products, and was driven by increases in pricing and volume. The increase in net revenues included a $4.7 million favorable impact of foreign currency exchange ~~rates.~~rates at our Canadian park.

Operating costs and expenses for the nine months ended September ~~27, 2020 decreased 52.7%~~26, 2021 increased to ~~$370.9~~$749.2 million from ~~$784.1~~$370.9 million for the nine months ended September ~~29, 2019.~~27, 2020. This was the result of ~~an $85.9~~a $65.4 million ~~decrease~~increase in cost of goods sold, a ~~$229.4~~$221.4 million ~~decrease~~increase in operating expenses and a ~~$97.8~~$91.6 million ~~decrease~~increase in SG&A ~~expense. The decrease~~expense, all of which were largely the result of the 938 operating day increase in ~~cost~~the current period. While the majority of ~~goods sold was due to~~ the ~~decline in sales volume from the COVID-19 disruption and soft initial demand at our open parks. The $229.4~~$221.4 million ~~decrease~~increase in operating expenses was attributable to ~~$135.7 million of~~the increase in operating days, there was also a meaningful increase in seasonal labor ~~savings,~~rate in order to recruit

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employees in a challenging labor market, as well as reductions in operating supplies, maintenance supplies, utilities, entertainment-related fees and insurance attributable to closed properties, abbreviated operating calendars and fewer offerings at our parks. In addition,higher full-time wages, ~~decreased due to a decline in anticipated payout of~~including accrued bonus ~~plans and cost saving initiatives during~~plans. Similarly, the ~~second quarter of 2020. The $97.8~~$91.6 million ~~decrease~~increase in SG&A expense was ~~attributable to $45.6 million of advertising~~driven by resumed park operations in 2021. However, the increase in SG&A expense ~~savings,~~was also driven by an increase in full-time wages, particularly for accrued bonus plans and equity-based compensation plans, as well as current period consulting fees incurred as a ~~reduction~~result of a business optimization program. The increase in transaction fees due to the decline in online sales volume, a decline in the anticipated payout of outstanding equity-based compensation and bonus plans, and prior period acquisition-related costs. The Schlitterbahn parks incurred $14.2 million of operating costs and expenses ~~for the six months ended June 28, 2020 and were not~~ included in the prior period until the July 1, 2019 acquisition date. The Schlitterbahn parks were included within the current and prior period third quarter results. Operating costs and expenses were not materially impacted bya $2.4 million unfavorable impact of foreign currency exchange ~~rates.~~rates at our Canadian park.

Depreciation and amortization expense for the nine months ended September ~~27, 2020~~26, 2021 decreased ~~$10.4~~$14.5 million compared with the nine months ended September ~~29, 2019~~27, 2020 due primarily ~~due~~ to the ~~prior period change in estimated~~full depreciation of 15-year useful ~~life of a long-lived asset at Kings Dominion. Depreciation~~lived property and ~~amortization expense is being recognized over pre-COVID-19 budgeted operating days for 2020.~~equipment from our 2006 acquisition. The loss on impairment / retirement of fixed assets for the nine months ended September ~~27, 2020~~26, 2021 was ~~$8.5~~$5.9 million compared with ~~$3.8~~$8.5 million for the nine months ended September ~~29, 2019.~~27, 2020. The current period included retirements of assets in the normal course of business. The nine months ended September 27, 2020 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 ~~impacts~~negative effects of the COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for the nine months ended September 27, 2020 included aimpairment charges of $73.6 million, $6.8 million and $7.9 million during the first quarter of 2020, as well as impairment charges of $11.3 million, $2.3 million and $2.2 million during the third quarter of 2020 attributable to impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively during the first quarter of 2020, and an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third quarter of 2020 (see Note 65). ~~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.~~

After the items above, operating income for the nine months ended September 26, 2021 totaled $119.3 million compared with an operating loss of $463.2 million for the nine months ended September 27, ~~2020 totaled $463.2 million compared with $292.6 million of operating income for the nine months ended September 29, 2019.~~2020.

Interest expense for the nine months ended September ~~27, 2020~~26, 2021 increased ~~$32.5~~$32.0 million due to interest incurred on the 2025 senior notes issued in April 2020 and the ~~2029~~2028 senior notes issued in ~~June 2019, which was somewhat offset by less interest incurred on term debt and revolver borrowings.~~October 2020. The net effect of our swaps resulted in a ~~charge~~benefit to earnings of ~~$19.8~~$10.6 million for the nine months ended September ~~27, 2020~~26, 2021 compared with a ~~$21.1~~$19.8 million charge to earnings for the nine months ended September ~~29, 2019.~~27, 2020. The difference was attributable to the change in fair market value movements in our swap portfolio. We recognized a $2.0 million loss on early debt extinguishment related to our April 2020 refinancing during the first nine months of ~~2020 (see~~ ~~Note 7~~).2020. During the current period, we also recognized a ~~$12.0~~$1.7 million net ~~charge~~benefit to earnings for foreign currency gains and losses compared with a ~~$12.5~~$12.0 million net ~~benefit~~charge to earnings for the nine months ended September ~~29, 2019.~~27, 2020. Both amounts primarily ~~represent~~represented 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 nine months ended September ~~27, 2020,~~26, 2021, a ~~benefit~~provision for taxes of ~~$116.2~~$16.9 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a ~~provision~~benefit for taxes of ~~$43.5~~$116.2 million for the nine months ended September ~~29, 2019.~~27, 2020. The ~~increase~~difference in ~~benefit~~provision for taxes was attributable to ~~an increase in~~a larger prior period 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~~carry back 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 ~~$54.8~~$79.7 million. Second, as of September ~~27, 2020,~~26, 2021, the annual effective tax rate included a net benefit of ~~$16.6~~$2.3 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated ~~$32.0 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 $32.0 million~~overall benefit of the carryback of losses was decreased by ~~$15.4~~$7.2 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 nine months ended September 26, 2021 totaled $21.3 million, or $0.38 per diluted limited partner unit, compared with a net loss of $484.8 million, or $8.58 per diluted limited partner unit, for the nine months ended September 27, 2020.

For the nine months ended September 26, 2021, Adjusted EBITDA totaled $251.5 million compared with an Adjusted EBITDA loss of $224.8 million for the nine months ended September 27, 2020. The increase in Adjusted EBITDA was primarily due to the impact of COVID-19 related park closures in 2020 and the related improvement in attendance, in-park per capita spending and out-of-park revenues from reopening parks in 2021.

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Nine months ended September 26, 2021 vs. Nine months ended September 29, 2019

As described above, the results for the nine months ended September 26, 2021 were not directly comparable with the results for the nine months ended September 27, 2020 due to the effects of the COVID-19 pandemic. The results for the nine months ended September 26, 2021 were also not directly comparable with the nine months ended September 29, 2019 due to the postponed opening of our parks for the 2021 operating season until May 2021, as well as operating restrictions in place upon opening in 2021, compared with a typical operating season in 2019. The current nine-month period included 1,381 operating days compared with a total of 1,862 operating days for the nine-month period ended September 29, 2019. The following table presents key financial information for the nine months ended September 26, 2021 and September 29, 2019:


	Nine months ended						Increase (Decrease)
	September 26, 2021			September 29, 2019			$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	987,283		$	1,217,679		$	(230,396)	(18.9)	%
Operating costs and expenses	749,242			784,060			(34,818)		(4.4)	%
Depreciation and amortization	112,906			137,828			(24,922)		(18.1)	%
Loss on impairment / retirement of fixed assets, net	5,873			3,781			2,092		N/M

Gain on sale of investment	(2)			(617)			615		N/M
Operating income	$	119,264		$	292,627		$	(173,363)	(59.2)	%

Other Data:
Adjusted EBITDA (1)	$	251,466		$	450,091		$	(198,625)	(44.1)	%
Adjusted EBITDA margin (2)	25.5		%	37.0		%			(11.5)	%
Attendance	14,178			22,864			(8,686)		(38.0)	%
In-park per capita spending (3)	$	62.26		$	48.73		$	13.53	27.8	%
Out-of-park revenues	$	134,054		$	140,452		$	(6,398)	(4.6)	%
Operating days	1,381			1,862			(481)		(25.8)	%

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

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

(2) Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) is not a measurement computed in accordance with generally accepted accounting principles ("GAAP") or a substitute for measures computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies. We provide Adjusted EBITDA margin because we believe the measure provides a meaningful measure of operating profitability.

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

For the nine months ended September 26, 2021, net revenues totaled $987.3 million compared with $1.2 billion for the nine months ended September 29, 2019. The decrease in net revenues reflected the impact of an 8.7 million-visit, or 38.0%, decline in attendance offset by a $13.53, or 28%, increase in in-park per capita spending. The decreases in net revenues and attendance were primarily attributable to 481 fewer operating days in the current period. Out-of-park revenues for the nine months ended September 26, 2021 decreased $6.4 million compared with the nine months ended September 29, 2019. The decrease in out-of-park revenues was attributable to the delayed opening of our parks in 2021 until May 2021, as well as the temporary closure of two hotel properties for renovations, which was somewhat offset by revenues from the Knott's Berry Farm culinary festival in the current period.

Operating costs and expenses for the nine months ended September 26, 2021 decreased $34.8 million compared with the nine months ended September 29, 2019. This was the result of a $20.5 million decrease in cost of goods sold, an $8.1 million decrease in operating expenses and a $6.2 million decrease in SG&A expense, all of which were largely the result of fewer operating days in the current period. The decrease in operating expenses was primarily attributable to less seasonal labor hours, maintenance costs, and entertainment costs due to fewer operating days offset by a meaningful increase in seasonal labor rate in order to recruit employees in a challenging labor market, as well as higher full-time wages attributable to an increase in headcount. The decrease in SG&A expense was primarily due to less advertising expense due to fewer operating days and a more efficient marketing program offset by an increase in full-time wages, particularly for accrued bonus plans and equity-based compensation plans.

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Depreciation and amortization expense for the nine months ended September 26, 2021 decreased $24.9 million compared with the nine months ended September 29, 2019 due primarily to the full depreciation of 15-year useful lived property and equipment from our 2006 acquisition and the change in estimated useful life of a long-lived asset at Kings Dominion in 2019. The loss on impairment / retirement of fixed assets for the nine months ended September 26, 2021 and September 29, 2019 included retirements of assets in the normal course of business.

After the items above, operating income for the nine months ended September 26, 2021 totaled $119.3 million compared with $292.6 million for the nine months ended September 29, 2019.

Interest expense for the nine months ended September 26, 2021 increased $64.6 million compared with the nine months ended September 29, 2019 primarily due to interest incurred on the 2025 senior notes and 2028 senior notes, both of which were issued in 2020. The net effect of our swaps resulted in a benefit to earnings of $10.6 million for the nine months ended September 26, 2021 compared with a $21.1 million charge to earnings for the nine months ended September 29, 2019. The difference was attributable to the change in fair market value movements in our swap portfolio. During the current period, we also recognized a $1.7 million net benefit to earnings for foreign currency gains and losses compared with a $12.5 million net benefit to earnings for the nine months ended September 29, 2019. Both amounts primarily represented 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 nine months ended September 26, 2021, a provision for taxes of $16.9 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a provision for taxes of $43.5 million for the nine months ended September 29, 2019. The decrease in provision for taxes was attributable to a decrease in pretax income from our taxable subsidiaries during the current nine-month period.

After the items above, net loss for the nine months ended September ~~27, 2020~~26, 2021 totaled ~~$484.8~~$21.3 million, or ~~$8.58~~$0.38 per diluted limited partner unit, compared with net income of $169.6 million, or $2.98 per diluted limited partner unit, for the nine months ended September 29, 2019.

For the nine months ended September ~~27, 2020,~~26, 2021, Adjusted EBITDA ~~loss~~ totaled ~~$224.8~~$251.5 million compared with a $450.1 million for the nine months ended September 29, 2019. Similarly, our Adjusted EBITDA margin for the nine months ended September 26, 2021 decreased compared with the Adjusted EBITDA margin for the nine months ended September 29, 2019. The ~~variance~~decreases in Adjusted EBITDA ~~was~~and Adjusted EBITDA margin were both largely due to ~~decreased net revenues offset somewhat by expense savings attributable~~the postponed opening of our parks for the 2021 operating season until May 2021, as well as increased labor costs in the current period due to ~~the COVID-19 disruption.~~labor rate pressures.

In order to provide a more meaningful comparison of our key operational measures, we have provided comparable same-day statistics for attendance and in-park per capita spending. These supplemental comparisons are being used by management for operational decisions. We believe these supplemental key operational measures provide a more meaningful measure of current demand and guest spending trends due to the material variances in operating days between years.

For attendance and in-park per capita spending, the comparable same-day statistics compare the results from 1,255 operating days for the nine months ended September 26, 2021 with the comparable 1,255 operating days for the nine months ended September 29, 2019. The 1,255 operating days for the nine months ended September 26, 2021 included the 1,381 total operating days for the period less 70 operating days from the Schlitterbahn parks which were acquired on July 1, 2019 and less 56 2021 operating days which did not have equivalent 2019 operating days. As a result, on a comparable same-day basis, we excluded $34.4 million of in-park revenues and 0.6 million visits for the nine months ended September 26, 2021 to exclude the results of 2021 operating days without equivalent 2019 operating days. We also excluded $277.5 million of in-park revenues and 6.1 million visits for the nine months ended September 29, 2019 to exclude the results of 2019 operating days without equivalent 2021 operating days. No adjustments otherwise were made to the daily data from either period, including no adjustments to reflect the impact of fewer operating hours within an operating day or operating restrictions in place in 2021.

Attendance for the nine months ended September 26, 2021 represented approximately 80% of attendance for the first nine months of 2019 on a comparable same-day basis driven by general admission and season pass attendance and offset by an expected slower recovery in group sales attendance. In-park per capita spending for the nine months ended September 26, 2021 represented approximately 120% of in-park per capita spending for the first nine months of 2019 on a comparable same-day basis. The increase in in-park per capita spending on a comparable same-day basis was attributable to increases in all key spending categories, particularly admission and extra-charge attractions, including front-of-line FastLane products. Attendance and in-park per capita spending as a percentage of 2019 results on a comparable same-day basis increased each month from the initial opening of our parks in May 2021 through the end of the third quarter of 2021. Due to the nature of out-of-park revenues, we are not able to produce comparable same-day statistics.

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Three months ended September 26, 2021 vs. Three months ended September 27, 2020

~~The~~Due to the effects of the COVID-19 pandemic, the results for the ~~fiscal three-month period~~three months ended September ~~27, 2020 are~~26, 2021 were not directly comparable with the results for the ~~fiscal~~three months ended September 27, 2020. The current three-month period included 988 operating days compared with a total of 314 operating days for the three months ended September ~~29, 2019~~27, 2020.

In the current period, all of our properties were open during the third quarter of 2021, and we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. Operating restrictions remained in place at our Canadian property throughout the third quarter of 2021. We adjusted our third quarter 2021 operating calendars to reflect anticipated changes in guest demand, labor availability and state and local restrictions by including fewer operating days in July and August at some of our smaller properties and by including additional operating days in September.

For the three months ended September 27, 2020 and due to ~~park closures and operating calendar changes associated with~~the effects of the COVID-19 pandemic, ~~(the "COVID-19 disruption"). In response to the COVID-19 pandemic, six~~eight of our 13 properties ~~were not open~~resumed partial operations on a staggered basis during the third quarter of 2020 with ~~the exception~~opening dates beginning in mid-June and continuing through mid-July. During this time, we also reopened operations at some of our out-of-park operations at this time, such as hotel operations. Following March 14, 2020, Knott's Berry Farm's partial operations were limited ~~attractions~~to culinary festivals which were classified as out-of-park revenues, such as hotel properties and special outdoor events. The remaining seven properties opened beginning late in the second quarter of 2020 with abbreviated operating calendars. As a result of the COVID-19 disruption, the fiscal three-month period ended September 27, 2020 included a total of 314 operating days compared with 1,035 operating days for the prior period, or 721 fewer operating days.revenues.

The following table presents key financial information for the three months ended September ~~27, 2020~~26, 2021 and September ~~29, 2019:~~27, 2020:


		Three months ended				Increase (Decrease)					Three months ended				Increase (Decrease)
		September 27, 2020		September 29, 2019		$		%			September 26, 2021		September 27, 2020		$		%
		(Amounts in thousands)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	87,457	$	714,512	$	(627,055)	(87.8)	%	Net revenues	$	753,404	$	87,457	$	665,947	N/M
Operating costs and expenses	Operating costs and expenses	140,601		369,180		(228,579)		(61.9)	%	Operating costs and expenses	423,791		140,601		283,190		N/M
Depreciation and amortization	Depreciation and amortization	67,436		68,335		(899)		(1.3)	%	Depreciation and amortization	77,461		67,436		10,025		14.9	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	727		1,675		(948)		N/M		Loss on impairment / retirement of fixed assets, net	2,397		727		1,670		N/M
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles	15,818		—		15,818		N/M		Loss on impairment of goodwill and other intangibles	—		15,818		(15,818)		N/M
Gain on sale of investment	Gain on sale of investment	(11)		—		(11)		N/M		Gain on sale of investment	—		(11)		11		N/M
Operating (loss) income		$	(137,114)	$	275,322	$	(412,436)	N/M
N/M - Not meaningful
Operating income (loss)										Operating income (loss)	$	249,755	$	(137,114)	$	386,869	N/M

Other Data:	Other Data:									Other Data:
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	(51,488)	$	355,188	$	(406,676)	N/M		Adjusted EBITDA (1)	$	333,368	$	(51,488)	$	384,856	N/M

Attendance	Attendance	1,306		13,189		(11,883)		(90.1)	%	Attendance	10,769		1,306		9,463		N/M
In-park per capita spending	In-park per capita spending	$	47.29	$	49.94	$	(2.65)	(5.3)	%	In-park per capita spending	$	64.26	$	47.29	$	16.97	35.9	%
Out-of-park revenues	Out-of-park revenues	$	29,051	$	76,347	$	(47,296)	(61.9)	%	Out-of-park revenues	$	83,074	$	29,051	$	54,023	186.0	%
Operating days										Operating days	988		314		674		N/M

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

(1) For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss) ~~income,~~, see page ~~22.~~18.

For the three months ended September ~~27, 2020,~~26, 2021, net revenues ~~decreased 87.8% to~~totaled $753.4 million compared with $87.5 ~~million from $714.5~~ million for the three months ended September ~~29, 2019.~~27, 2020. The ~~decrease reflected the impact of an 11.9 million-visit decrease~~increase in ~~attendance, a $2.65 decrease in in-park per capita spending and a $47.3 million decrease in out-of-park~~net revenues ~~all of which were heavily impacted by the COVID-19 disruption. The decrease in attendance~~ was attributable to the ~~aforementioned park closures~~674 operating day increase in the current period resulting in a 9.5 million-visit increase in attendance and ~~operating calendar changes, as well as soft demand upon re-opening seven of our parks~~a $54.0 million increase in ~~mid-June through mid-July. Following re-opening, demand steadily increased throughout the third quarter. The decrease in in-park~~out-of-park revenues. In-park per capita spending ~~was due~~increased 36% to ~~less~~$64.26 for the three months ended September 26, 2021, which represented higher levels of guest spending, onparticularly admissions and extra-charge ~~products, specifically~~attractions, including front-of-line FastLane products, and ~~admission attributable to~~was driven by increases in pricing and volume. The increase in net revenues included a ~~higher season pass mix. Guest spending on food, merchandise and games increased during the third quarter~~$2.9 million favorable impact of 2020. The decrease in out-of-park revenues was primarily attributable to a decline in accommodations revenue due to a decrease in occupancy related to the COVID-19 disruption. Net revenues for the quarter were not materially impacted by foreign currency exchange ~~rates.~~rates at our Canadian park.

Operating costs and expenses for the three months ended September ~~27, 2020 decreased 61.9%~~26, 2021 increased to ~~$140.6~~$423.8 million from ~~$369.2~~$140.6 million for the three months ended September ~~29, 2019.~~27, 2020. This was the result of a ~~$46.8~~$47.9 million ~~decrease~~increase in cost of goods sold, a ~~$126.8~~$172.6 million ~~decrease~~increase in operating expenses and a ~~$54.9~~$62.7 million ~~decrease~~increase in SG&A ~~expense. The decrease~~expense, all of which were largely the result of a 674 operating day increase in ~~cost~~the current period. While the majority of ~~goods sold was due to~~ the ~~decline in sales volume from the COVID-19 disruption and soft initial demand at our open parks. The $126.8~~$172.6 million ~~decrease~~increase in operating expenses was attributable to ~~$72.1 million of~~the increase in operating days, there was also a meaningful increase in seasonal labor ~~savings,~~rate in order to recruit employees in a challenging labor market, as well as ~~reductions in operating supplies, utilities, entertainment-related fees, maintenance supplies and insurance~~higher full-time wages attributable to ~~closed properties, abbreviated operating calendars~~accrued bonus plans and ~~fewer offerings at our parks. In addition, full-time wages decreased due to a decline in anticipated payout of bonus plans. The $54.9~~increased headcount. Similarly, the $62.7 million ~~decrease~~increase in SG&A expense was ~~attributable to $26.9~~driven by resumed park operations in 2021. However, the increase in SG&A expense was also driven by an increase in full-time wages, particularly for accrued bonus plans and equity-based compensation plans. The increase in operating costs and expenses included a $1.5 million unfavorable impact of ~~advertising expense savings, as well as a reduction in transaction fees due to the decline in online sales volume, a decline in the anticipated~~foreign currency exchange rates at our Canadian park.

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~~payout of bonus plans, and prior period acquisition-related costs. Operating costs and expenses were not materially impacted by foreign currency exchange rates.~~

Depreciation and amortization expense for the three months ended September ~~27, 2020 was comparable to~~26, 2021 increased $10.0 million compared with the three months ended September ~~29, 2019. Depreciation~~27, 2020 due to a higher percentage of total planned operating days in the third quarter of 2021 compared with the percentage of total planned operating days in the third quarter of 2020. We recognize depreciation and amortization expense ~~is being recognized~~ over ~~pre-COVID-19 budgeted~~planned operating ~~days for 2020.~~days. The loss on impairment / retirement of fixed assets for the three months ended September ~~27, 2020~~26, 2021 was comparable towith the results from the three months ended September ~~29, 2019~~27, 2020 and was due to retirements of assets in the normal course of business. The loss on impairment of goodwill and other intangibles for the three months ended September 27, 2020 included animpairment charges of $11.3 million, $2.3 million and $2.2 million during the third quarter of 2020 attributable to impairment of 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 during the third quarter of 2020~~ (see Note 65).

After the items above, ~~the operating loss for the three months ended September 27, 2020 totaled $137.1 million compared with $275.3 million of~~ operating income for the three months ended September ~~29, 2019.~~26, 2021 totaled $249.8 million compared with an operating loss of $137.1 million for the three months ended September 27, 2020.

Interest expense for the three months ended September ~~27, 2020~~26, 2021 increased ~~$12.4~~$5.9 million due to interest incurred on the ~~2025~~2028 senior notes issued in ~~April 2020, which was somewhat offset by less interest incurred on term debt borrowings.~~October 2020. The net effect of our swaps resulted in a benefit to earnings of ~~$1.6~~$3.2 million for the three months ended September ~~27, 2020~~26, 2021 compared with a ~~$3.9~~$1.6 million ~~charge~~benefit to earnings for the three months ended September ~~29, 2019.~~27, 2020. The difference was attributable to the change in fair market value movements in our swap portfolio. We recognized a $0.3 million loss on early debt extinguishment related to our April 2020 refinancing during the three months ended September 27, 2020. During the ~~current period,~~third quarter of 2021, we also recognized a ~~$9.6~~$15.2 million net ~~benefit~~charge to earnings for foreign currency gains and losses compared with a ~~$5.6~~$9.6 million net ~~charge~~benefit to earnings for the three months ended September ~~29, 2019.~~27, 2020. Both amounts primarily ~~represent~~represented 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 September ~~27, 2020,~~26, 2021, a ~~benefit~~provision for taxes of ~~$30.4~~$43.8 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a ~~provision~~benefit for taxes of ~~$48.8~~$30.4 million for the three months ended September ~~29, 2019.~~27, 2020. The ~~increase~~difference in ~~benefit~~provision for taxes was attributable to ~~an increase~~pretax income in the current period compared with a prior period 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~~carry back 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 ~~$54.8~~$79.7 million. Second, as of September ~~27, 2020,~~26, 2021, the annual effective tax rate included a net benefit of ~~$16.6~~$2.3 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated ~~$32.0 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 $32.0 million~~overall benefit of the carryback of losses was decreased by ~~$15.4~~$7.2 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 income for the three months ended September 26, 2021 totaled $148.0 million, or $2.60 per diluted limited partner unit, compared with a net loss of $136.3 million, or $2.41 per diluted limited partner unit, for the three months ended September 27, 2020.

For the three months ended September 26, 2021, Adjusted EBITDA totaled $333.4 million compared with Adjusted EBITDA loss of $51.5 million for the three months ended September 27, 2020. The increase in Adjusted EBITDA was primarily due to the impact of COVID-19 related park closures in 2020 and the related improvement in attendance, in-park per capita spending and out-of-park revenues from reopening parks in 2021.

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Three months ended September 26, 2021 vs. Three months ended September 29, 2019

As described above, the results for the three months ended September 26, 2021 were not directly comparable with the results for the three months ended September 27, 2020 due to the effects of the COVID-19 pandemic. Therefore, we also included a comparison to the three months ended September 29, 2019. The current three-month period included 988 operating days compared with a total of 1,035 operating days for the three months ended September 29, 2019. In the current period, all of our properties were open during the third quarter of 2021, and we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. Operating restrictions remained in place at our Canadian property throughout the third quarter of 2021. We adjusted our third quarter 2021 operating calendars to reflect anticipated changes in guest demand, labor availability and state and local restrictions by including fewer operating days in July and August at some of our smaller properties and by including additional operating days in September. The following table presents key financial information for the three months ended September 26, 2021 and September 29, 2019:


	Three months ended						Increase (Decrease)
	September 26, 2021			September 29, 2019			$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	753,404		$	714,512		$	38,892	5.4	%
Operating costs and expenses	423,791			369,180			54,611		14.8	%
Depreciation and amortization	77,461			68,335			9,126		13.4	%
Loss on impairment / retirement of fixed assets, net	2,397			1,675			722		N/M


Operating income	$	249,755		$	275,322		$	(25,567)	(9.3)	%

Other Data:
Adjusted EBITDA (1)	$	333,368		$	355,188		$	(21,820)	(6.1)	%
Adjusted EBITDA margin (2)	44.2		%	49.7		%			(5.5)	%
Attendance	10,769			13,189			(2,420)		(18.3)	%
In-park per capita spending	$	64.26		$	49.94		$	14.32	28.7	%
Out-of-park revenues	$	83,074		$	76,347		$	6,727	8.8	%
Operating days	988			1,035			(47)		(4.5)	%

N/M Not meaningful due to minimal operations in the prior period

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

For the three months ended September 26, 2021, net revenues totaled ~~$136.3~~$753.4 million, increasing $38.9 million compared with the three months ended September 29, 2019. The increase in net revenues reflected the impact of a $14.32, or 29%, increase in in-park per capita spending offset by the impact of a 2.4 million-visit, or 18%, decline in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories, particularly admissions spending, and was driven by increases in pricing and fewer visits per season pass. The decrease in attendance was largely due to an expected slower recovery in group sales attendance, as well as operating restrictions during the current quarter. Attendance and in-park per capita spending as a percentage of 2019 results increased each month of the third quarter of 2021. Out-of-park revenues increased $6.7 million compared with the three months ended September 29, 2019. The increase in out-of-park revenues was largely attributable to online transaction fee revenue. Out-of-park revenues were hindered by the temporary closure of two hotel properties for renovations.

Operating costs and expenses for the three months ended September 26, 2021 increased to $423.8 million from $369.2 million for the three months ended September 29, 2019. This was the result of a $1.0 million increase in cost of goods sold, a $45.8 million increase in operating expenses and a $7.8 million increase in SG&A expense. Cost of goods sold as a percentage of food, merchandise and games revenue for the three months ended September 26, 2021 was consistent with the results for the three months ended September 29, 2019. Of the $45.8 million increase in operating expenses, approximately half was attributable to an increase in seasonal labor wages. The increase in seasonal labor wages was entirely due to a meaningful increase in the seasonal labor rate to recruit employees in a challenging labor market. Seasonal labor hours declined compared with the comparable period in 2019 due to abbreviated operating calendars in 2021. The remaining increase in operating expenses was attributable to higher full-time wages attributable to additional head count and higher costs for operating and maintenance supplies. The $7.8 million increase in SG&A expense was largely attributable to an increase in full-time wages, particularly for accrued bonus plans, and operating supplies offset by less advertising expense due to a more efficient marketing program.

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Depreciation and amortization expense for the three months ended September 26, 2021 increased $9.1 million compared with the three months ended September 29, 2019 due to a higher percentage of total planned operating days in the third quarter of 2021 compared with the percentage of total planned operating days in the third quarter of 2019. We recognize depreciation and amortization expense over planned operating days. The loss on impairment / retirement of fixed assets for the three months ended September 26, 2021 was comparable with the results from the three months ended September 29, 2019 and was due to retirements of assets in the normal course of business.

After the items above, operating income for the three months ended September 26, 2021 totaled $249.8 million compared with $275.3 million for the three months ended September 29, 2019.

Interest expense for the three months ended September 26, 2021 increased $18.3 million compared with the three months ended September 29, 2019 primarily due to interest incurred on the 2025 senior notes and 2028 senior notes, both of which were issued in 2020. The net effect of our swaps resulted in a benefit to earnings of $3.2 million for the three months ended September 26, 2021 compared with a $3.9 million charge to earnings for the three months ended September 29, 2019. The difference was attributable to the change in fair market value movements in our swap portfolio. During the third quarter of 2021, we also recognized a $15.2 million net charge to earnings for foreign currency gains and losses compared with a $5.6 million net charge to earnings for the three months ended September 29, 2019. Both amounts primarily represented 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 September 26, 2021, a provision for taxes of $43.8 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a provision for taxes of $48.8 million for the three months ended September 29, 2019. The decrease in provision for taxes was attributable to a decrease in pretax income from our taxable subsidiaries during the current quarter.

After the items above, net income for the three months ended September 26, 2021 totaled $148.0 million, or ~~$2.41~~$2.60 per diluted limited partner unit, compared with net income of $190.0 million, or $3.34 per diluted limited partner unit, for the three months ended September 29, 2019.

For the three months ended September ~~27, 2020,~~26, 2021, Adjusted EBITDA ~~loss~~ totaled ~~$51.5~~$333.4 million compared with $355.2 million ~~Adjusted EBITDA~~ for the three months ended September 29, 2019. The ~~variance~~decrease in Adjusted EBITDA was largely due to increased labor costs in the current period due to labor rate pressures, as well as the impact of operating restrictions during the third quarter of 2021. Similarly, our Adjusted EBITDA margin for the three months ended September 26, 2021 decreased ~~net revenues offset somewhat by expense savings attributable~~compared with the Adjusted EBITDA margin for the three months ended September 29, 2019 due to increased costs in the ~~COVID-19 disruption.~~current period, particularly due to increases in seasonal labor rates.

October Update

Preliminary net revenues for the ten months ended October 31, 2021 totaled approximately $1.2 billion. Attendance ~~has progressed~~totaled 17.3 million visits, in-park per capita spending was $62.73, and out-of-park revenues totaled $153 million. Given the effects of the COVID-19 pandemic and suspension of park operations in 2020, we compared the results for the five weeks ended October 31, 2021 with the results for the five weeks ended November 3, 2019. For the five weeks ended October 31, 2021, preliminary net revenues totaled approximately $219 million, representing an increase of 42%, or $65 million, compared to the five weeks ended November 3, 2019. The increase was driven by an 8% increase in attendance to 3.2 million visits; a 32% increase in in-park per capita spending to $64.86; and a 33% increase in out-of-park revenues to $19 million.

Liquidity and Capital Resources:

Our principal sources of liquidity typically include cash from ~~a range of 20%~~operating activities, funding from our long-term debt obligations and existing cash on hand. Due to ~~25% of comparable prior year levels upon~~ the ~~initial reopening of seven~~seasonality of our ~~parks~~business, we typically fund pre-opening operations with revolving credit borrowings. Revolving credit borrowings are typically reduced with our positive cash flow during the seasonal operating period. Our primary uses of liquidity typically include operating expenses, partnership distributions, capital expenditures, interest payments and income tax obligations.

Due to the negative effects of the COVID-19 pandemic, we took steps in ~~late June~~2020 to secure additional liquidity and ~~early July~~ to ~~35%~~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 ~~40% over~~limited open operations, our 2020 and first quarter 2021 liquidity needs were funded from cash on hand from the ~~last three months ending November 1, 2020.~~recently issued senior notes. We generated positive cash flows from operations during the second and third quarters of 2021. As of September 26, 2021, we had cash on hand of $562.7 million and $359.2 million of available borrowings under our revolving credit facility. Based on this level of liquidity, we have concluded that we will have sufficient liquidity to satisfy our obligations and remain in compliance with our debt covenants at least through the fourth quarter of 2022.

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~~Liquidity~~As restrictions to mitigate the spread of COVID-19 have largely been lifted and ~~Capital Resources:~~our properties have mostly been 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. In 2021, we 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.

~~The working~~

For the 2021 operating season, capital ~~ratio (current assets divided by current liabilities) was 1.1~~investments will again be less than pre-COVID historical levels, as many new rides and attractions originally planned for the 2020 operating season were introduced to our guests in 2021. For 2021, we expect to invest between $50 million and $75 million in capital expenditures, roughly equally split between the completion of ~~September 27,~~select unfinished projects from 2020, including the renovation of some of our resort properties, essential compliance and ~~1.2 as~~infrastructure requirements, and the start of ~~September 29, 2019.~~projects planned for the 2022 operating season. For 2022, we expect to invest between $175 million and $200 million in capital expenditures. 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 $79.7 million in tax refunds attributable to the tax year 2020 net operating loss being carried back to prior years in the United States and an additional $9.5 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 $8 million to $13 million, exclusive of these tax refunds. We anticipate funding our remaining 2021 liquidity needs from cash on hand and cash from operating activities.

Operating Activities

~~During~~Net cash from operating activities for the ~~nine-month period ended September 27, 2020,~~first nine months of 2021 totaled $230.1 million, an increase of $505.6 million compared with net cash for operating activities ~~totaled $275.5 million, an increase of $664.6 million compared with net cash from operating activities in~~for the same period ~~a year ago.~~in the prior year. The increase in net cash ~~for~~from operating activities was largely attributable to ~~lower earnings as a result~~the opening of ~~the COVID-19 disruption.~~all of our properties in 2021.

Investing Activities

Net cash for investing activities for the first nine months of ~~2020 was $118.8~~2021 totaled $38.1 million, a decrease of $447.4 million compared with the same period in the prior year, primarily due to the prior period acquisition of the Schlitterbahn parks and Sawmill Creek Resort which totaled $270.2 million and the prior period purchase of the land at California's Great America for $150.3 million. As mentioned above, due to the impact of the COVID-19 pandemic, we took proactive steps to reduce our capital spending, including the suspension of $75-100 million of capital projects planned for the 2020 and 2021 operating seasons. As we prepare our properties for the 2021 operating season, we reactivated certain capital projects and may continue to reactivate other capital projects over the next twelve months resulting in capital spending that could vary from our earlier estimate. We estimate $120-125 million in capital expenditures for 2020, reflecting savings of approximately $60-65 million from our initial budget.

~~Financing Activities~~

~~Net cash from financing activities for the first nine months of 2020 was $439.8 million, an increase of $112.4~~$80.6 million compared with the same period in the prior year. The ~~increase~~decrease in net cash for investing activities was ~~primarily~~due to a planned reduction in capital spending for 2021.

Financing Activities

Net cash for financing activities for the first nine months of 2021 totaled $6.1 million, a decrease of $445.9 million compared with net cash from financing activities for the same period in the prior year. The decrease was attributable to ~~the~~ net cash proceeds from the April 2020 refinancing in the ~~current~~prior period, including the issuance of the 2025 senior notes and prepayment of a portion of our term debt, ~~compared with~~somewhat offset by the ~~net cash proceeds from the 2029 senior notes issuance in the prior period.~~first quarter 2020 partnership distribution.

Contractual Obligations

As of September ~~27, 2020,~~26, 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:

•$264 million of senior secured term debt, maturing in April 2024 under our ~~Second~~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"). Following a $463.3 million prepayment during the second quarter of 2020, we do not have any required remaining quarterly payments. Therefore, we had no current maturities as of September ~~27, 2020.~~26, 2021.

•$1.0 billion of 5.500% senior secured notes, maturing in May 2025, issued at par. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2025 senior notes pay interest semi-annually in May and ~~November, beginning November 1, 2020.~~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.

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•$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.

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

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

•No borrowings under the $375 million senior secured revolving credit facility under our ~~Second~~Third Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. ~~Borrowings under~~$300 million of the ~~senior secured~~ revolving credit facility ~~bore~~

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bears interest at LIBOR plus ~~300~~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 ~~was 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 Second Amended 2017 Credit Agreement required~~requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. $300 million of the revolving credit facility is scheduled to mature in December 2023 and $75 million of the 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 ~~$15.9~~$15.8 million as of September ~~27, 2020,~~26, 2021, we had ~~$359.1~~$359.2 million of available borrowings under the revolving credit ~~facility and cash on hand~~facility. Our letters of ~~$225.5 million.~~

~~On September 28, 2020, we further amended the Second Amended 2017 Credit Agreement (subsequently referred~~credit are primarily in place to as the "Third Amended 2017 Credit Agreement" or the "Third Amendment") to further suspend and revise certain of the financial covenants in response to the continuing impacts of the COVID-19 pandemic. The credit agreement amendment also will extend the maturity of and adjust the terms that apply to a portion of our senior secured revolving credit facility upon completion of certain customary closing conditions. Following the Third Amendment, on October 7, 2020, we issued $300 million of 6.500% senior unsecured notes due 2028. The net proceeds from the offering of the 2028 senior notes will be used for general corporate and working capital purposes, including fees and expenses related to the transaction. See the Subsequent Event footnote at ~~Note 12~~ ~~for further details.~~backstop insurance arrangements.

As of September ~~27, 2020,~~26, 2021, we have ~~eight~~four interest rate swap agreements with a notional value of $500 million that convert ~~$500 million of variable-rate debt~~one-month variable rate 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 September ~~27, 2020, $4.3 million of~~26, 2021, the fair value of our swap portfolio ~~was classified as current and recorded in "Other accrued liabilities", and $38.7 million~~ was classified as long-term and recorded in "Derivative Liability" within the unaudited condensed consolidated balance sheet.

The ~~Second Amendment to the~~Third Amended 2017 Credit Agreement ~~suspended and revised certain financial covenants including:~~includes: (i) suspended testing of the Consolidated Leverage Ratio (which was previously set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA) after the first quarter of 2020, (ii) replaced such Consolidated Leverage Ratio testing with a Senior Secured Leverage Ratio of ~~4.00x~~4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA ~~to be tested quarterly~~ starting with the first quarter of ~~2021,~~2022, which ~~would have stepped~~will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the ~~fourth~~third quarter of ~~2021,~~2023, with the covenant calculations for the first, second, and third quarters in ~~2021~~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 ~~2020~~2021 ("Deemed EBITDA Quarters")~~, (iii) added~~; (ii) a requirement that we maintain a minimum liquidity level of at least ~~$125.0~~$125 million, tested at all times, until the earlier of December 31, ~~2021~~2022 or the termination of the Additional Restrictions Period (which generally ~~would have included~~includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of ~~2021), (iv) suspended~~2022); and (iii) a suspension of 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~~Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period, and (v) permitted the incurrence of the portion of the 2025 senior notes that were issued and were not applied to repay a portion of the senior secured term loan facility. Under the Second Amendment, we had the ability toPeriod. We may terminate the Additional Restrictions Period prior to December 31, ~~2021~~2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. ~~As of September 27, 2020, we~~We were in compliance with the applicable financial ~~condition~~ covenants under the ~~Second~~Third Amended 2017 Credit ~~Agreement.~~

~~The Third Amendment suspended testing of~~Agreement during the Senior Secured Leverage Ratio until the first quarter of 2022, increased the Senior Secured Leverage Ratio to 4.50x until ultimately stepping down to 3.75x in the third quarter of 2023, extended the minimum liquidity level requirement until the earlier of December 31, 2022 or the termination of the revised Additional Restrictions Period, and extended the suspension of certain restricted payments, including partnership distributions, until the termination of the revised Additional Restrictions Period. See the Subsequent Event footnote at ~~Note 12~~ ~~for further details.~~nine months ended September 26, 2021.

The quarterly distribution remains suspended. The Board is committed to reinstituting a quarterly distribution when it is appropriate to do so and it is permissible under the Third Amended 2017 Credit Agreement and our other debt covenants.

As of the date of this Form 10-Q, we anticipate our average cash burn rate will be approximately $40-45 million per month for the six month period including the fourth quarter of 2020 and first quarter of 2021. Our anticipated average cash burn rate includes estimated operating expenses, capital expenditures, income tax obligations, and interest payments. The average cash burn rate is net of an estimate of net revenues to be generated from the operations anticipated to be open during the next two quarters as of the date of this Form 10-Q. We have made significant estimates and assumptions to estimate the impact of the COVID-19

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~~pandemic on our business, including financial results in the near and long-term and our anticipated cash burn rate. Actual results could materially differ from these estimates.~~

Our previous estimate of average cash burn rate was $30-40 million per month. The average cash burn rate for the six month period including the second and third quarter of 2020 fell within this $30-40 million per month range. The increase in estimated average cash burn rate for the next six month period is largely attributable to the timing of payments on our senior notes, as well as, the seasonality of our business. The first quarter typically results in more cash consumed compared with the balance of the year as we have few properties in operation and parks preparing for opening.

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

As discussed within the Long-Term Debt footnote at Note 7 ~~and the Subsequent Event footnote at~~ ~~Note 12~~6, we have issued five tranches of fixed rate senior notes: the 2024, 2025, 2027, 2028 and 2029 senior notes (“senior notes”). The 2024, 2027, 2028 and 2029 senior notes (the “registered senior notes”) have been registered under the Securities Act of 1933. The 2025 ~~and 2028~~ senior notes were sold in a private placement in reliance on exemptions from registration under the Securities Act of 1933. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the 2024 senior notes. Cedar Fair, L.P., Cedar Canada, Magnum, and Millennium Operations LLC (“Millennium”) are the co-issuers of the 2027, 2028 and 2029 senior notes. Our senior notes have been irrevocably and unconditionally guaranteed, on a joint and several basis, by each ~~100%~~wholly owned subsidiary of Cedar Fair (other than the co-issuers)~~. There are no non-guarantor subsidiaries.~~ that guarantees our credit facilities under the Third Amended 2017 Credit Agreement. A full listing of the issuers and guarantors of our registered senior notes can be found within Exhibit 22, and additional information with respect to our registered senior notes and the related guarantees follows.

The 2024, 2027, 2028 and 2029 senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt, including the other registered senior ~~notes and the 2028 senior~~ notes. However, the 2024, 2027, 2028 and 2029 senior notes are ranked effectively junior to our secured debt under the 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, 2028 and 2029 senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the 2024, 2027, 2028 and 2029 senior notes: i) any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of Cedar Fair or a sale or disposition of all or substantially all of the assets of such entity; ii) if such entity is dissolved or liquidated; iii) if we designate such entity as an Unrestricted Subsidiary; iv) upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary of Cedar Fair or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.

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

The following tables provide summarized financial information for each of our co-issuers and guarantors of the 2024, 2027, 2028 and 2029 senior ~~notes.~~notes (the "Obligor Group"). We have presented each entity that is a co-issuer of any series of the registered senior notes separately. The subsidiaries that guarantee the 2027, 2028 and 2029 senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries have not been eliminated. The subsidiaries that guarantee the 2024 senior notes include the guarantor subsidiary group, as well as Millennium. Millennium is a co-issuer under the 2027, 2028 and 2029 senior notes and a guarantor under the 2024 senior notes. ~~There~~Certain subsidiaries of Cedar Fair do not guarantee our credit facilities or senior notes as the assets and results of operations of these subsidiaries are noimmaterial (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $13.7 million and $11.5 million as of September 26, 2021 and December 31, 2020, respectively.

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Summarized Financial Information (In thousands)	Summarized Financial Information (In thousands)	Cedar Fair L.P. (Parent)		Magnum (Co-Issuer Subsidiary)		Cedar Canada (Co-Issuer Subsidiary)		Millennium (Co-Issuer 2027 & 2029 Guarantor 2024)		Guarantor Subsidiaries (1)		Summarized Financial Information (In thousands)	Cedar Fair L.P. (Parent)		Magnum (Co-Issuer Subsidiary)		Cedar Canada (Co-Issuer Subsidiary)		Millennium (Co-Issuer 2027, 2028 & 2029 Guarantor 2024)		Guarantor Subsidiaries (1)
Balance as of September 27, 2020
Balance as of September 26, 2021												Balance as of September 26, 2021

Current Assets	Current Assets	$	669	$	1,298	$	53,864	$	299,844	$	1,043,961	Current Assets	$	823	$	41,556	$	76,197	$	615,795	$	1,143,187

Non-Current Assets	Non-Current Assets	99,949		1,111,260		522,508		2,323,598		1,885,896		Non-Current Assets	(95,475)		1,155,669		540,321		2,350,755		1,744,008

Current Liabilities	Current Liabilities	506,162		589,445		22,530		193,735		44,617		Current Liabilities	438,525		758,625		41,623		246,134		46,766

Non-Current Liabilities	Non-Current Liabilities	145,786		44,713		463,957		2,098,801		103,590		Non-Current Liabilities	146,792		33,765		463,777		2,389,869		94,183

Balance as of December 31, 2019
Balance as of December 31, 2020												Balance as of December 31, 2020

Current Assets	Current Assets	$	182	$	2,568	$	104,993	$	198,816	$	1,039,345	Current Assets	$	421	$	33,985	$	44,465	$	464,779	$	1,044,779

Non-Current Assets	Non-Current Assets	641,742		1,381,226		551,471		2,344,117		2,071,112		Non-Current Assets	(30,651)		995,507		528,281		2,311,502		1,820,745

Current Liabilities	Current Liabilities	651,890		454,376		22,974		183,101		63,520		Current Liabilities	488,799		573,244		18,235		200,107		40,412

Non-Current Liabilities	Non-Current Liabilities	—		144,468		463,527		1,583,782		99,504		Non-Current Liabilities	146,106		44,778		461,903		2,370,939		91,835


Nine Months Ended September 27, 2020
Nine Months Ended September 26, 2021												Nine Months Ended September 26, 2021

Net revenues												Net revenues	$	26,951	$	275,190	$	53,283	$	1,079,994	$	258,106

Operating income (loss)												Operating income (loss)	24,061		(114,564)		11,694		100,751		98,186

Net (loss) income												Net (loss) income	(19,925)		(11,333)		15,391		—		66,607

Twelve Months Ended December 31, 2020												Twelve Months Ended December 31, 2020

Net revenues	Net revenues	$	—	$	83	$	423	$	420,191	$	128,103	Net revenues	$	—	$	102	$	440	$	510,077	$	150,439

Operating (loss) income	Operating (loss) income	(159,367)		(252,040)		(30,701)		75,133		(96,190)		Operating (loss) income	(198,769)		(322,420)		(37,655)		109,688		(121,437)

Net loss	Net loss	(484,790)		(303,058)		(64,640)		—		(143,670)		Net loss	(588,690)		(359,984)		(54,046)		—		(149,704)

Twelve Months Ended December 31, 2019

Net revenues		$	96,986	$	369,633	$	149,792	$	1,092,584	$	398,922

Operating income (loss)		93,795		(67,845)		54,294		68,923		160,272

Net income		172,365		119,541		72,209		—		169,281

(1) With respect to the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other guarantor subsidiaries that have been presented on a combined basis, the following additional intercompany balances and transactions between Millennium and such other guarantor entities would be eliminated: ~~Non-Current~~Current Assets and Current Liabilities - ~~$2,214.8~~$13.4 million as of September ~~27, 2020~~26, 2021 and ~~$2,141.8~~$12.7 million as of December 31, ~~2019; and Net revenues~~2020; Non-Current Assets - ~~$110.8~~$2,239.4 million as of September ~~27, 2020~~26, 2021 and ~~$121.1~~$2,201.8 million as of December 31, ~~2019.~~2020; and Net revenues - $96.7 million as of September 26, 2021 and $130.3 million as of December 31, 2020. Combined amounts for all guarantors of the 2024 senior notes for all other line items within the table would be computed by adding the amounts in the Millennium and Guarantor Subsidiaries columns.

~~Off Balance Sheet Arrangements:~~

We had $15.9 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of September 27, 2020. We have no other significant off-balance sheet financing arrangements.

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from fluctuations in interest rates and ~~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 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) ~~income.~~.

As of September ~~27, 2020,~~26, 2021, on an adjusted basis after giving effect to the impact of interest rate swap agreements, all of our outstanding long-term debt represented fixed-rate debt except for revolving credit borrowings. Assuming ~~an average balance on our~~no revolving credit borrowings, ~~of approximately $14.6 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 ~~$2.8~~$2.6 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 $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 ~~$4.1~~$0.4 million decrease in annual operating ~~income.~~income for the trailing twelve months ended September 26, 2021.

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 September ~~27, 2020,~~26, 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 September ~~27, 2020.~~

26, 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 September ~~27, 2020~~26, 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 continued working from home during the fiscal quarter ended September 27, 2020. 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.

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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.~~

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. Beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. 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 have begun and are likely to continue to experience other negative impacts to our business, results of operations and financial condition as a result of COVID-19. Negative impacts 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 and to meet our obligations when due. As noted above, beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Subsequently, we announced on August 4, 2020 that certain of our parks will not reopen in 2020, and certain of our parks will operate on reduced schedules and close earlier than their typical schedules. There is uncertainty as to when we will be able to reopen the remaining two closed parks and there is also uncertainty as to whether additional mandated closures will occur. Because we operate in several different jurisdictions, we have been 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 closures, we have no control over and cannot predict the length of the impact on our parks due to the pandemic, including future mandated closures. If we are unable to generate sufficient 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.~~

The Third Amended 2017 Credit Agreement includes (i) a Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, 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 ("revised Deemed EBITDA

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Quarters"), (ii) 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, 2022 or the termination of the revised 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), (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the revised Additional Restrictions Period. We may terminate the revised 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 revised Deemed EBITDA Quarters for any fiscal quarter.

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

~~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 September 27, 2020:~~

(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
June 29 - July 28 220 $ 27.49 — $ —
July 29 - August 28 — — — —
August 29 - September 27 — — — —
Total 220 $ 27.49 — $ —

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

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ITEM 6. EXHIBITS


~~Exhibit (4.1)~~						Indenture, dated as of October 7, 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 and The Bank of New York Mellon, as trustee (including Form of 6.500% Senior Notes due 2028). Incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 8-K (File No. 001-09444) filed on October 7, 2020.

~~Exhibit (4.2)~~						Registration Rights Agreement, dated October 7, 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 and J.P. Morgan Securities LLC, on behalf of itself and as representative of the initial purchasers named therein. Incorporated herein by reference to Exhibit 4.3 to the Registrant's Form 8-K (File No. 001-09444) filed on October 7, 2020.

~~Exhibit (10.1)~~						Amendment No. 3, dated as of September 28, 2020, to the Amended and Restated Credit Agreement, dated as of 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. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on September 30, 2020.

~~Exhibit (10.2)~~						~~2016 Omnibus Incentive Plan Form of Other Unit Incentive Award Agreement. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on August 28, 2020.~~

Exhibit (22)						Subsidiary Guarantors and Issuers of Guaranteed ~~Securities~~.Securities. Incorporated herein by reference to Exhibit 22 to the Registrant's Form 10-Q (File No. 001-09444) filed on August 5, 2021.

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 September ~~27, 2020~~26, 2021 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) ~~Income,~~, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Partners' ~~(Deficit) Equity,~~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 September ~~27, 2020~~26, 2021 formatted in Inline XBRL (included as Exhibit 101).

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Table of Contents

SIGNATURES

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


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	November ~~4, 2020~~3, 2021	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	November ~~4, 2020~~3, 2021	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer

3533


Note 1	Description of the Business and Significant Accounting ~~and Reporting~~ Policies	8
Note 2	Interim Reporting	109
Note 3	~~Acquisitions~~Revenue Recognition	9
Note 4	Long-Lived Assets	10
Note 4	~~Revenue Recognition~~	11
~~Note~~ 5	~~Long-Lived Assets~~	12
~~Note 6~~	Goodwill and Other Intangible Assets	1311
Note 6	Long-Term Debt	12
Note 7	~~Long-Term Debt~~Derivative Financial Instruments	14
Note 8	~~Derivative Financial Instruments~~Fair Value Measurements	15
Note 9	Income (Loss) per Unit	16
Note 9	~~Fair Value Measurements~~	17
~~Note~~ 10	~~Earnings per Unit~~	18
~~Note 11~~	Income and Partnership Taxes	18
~~Note 12~~	~~Subsequent Events~~	1916


	(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
June 29 - July 28	220	$	27.49	—	$	—
July 29 - August 28	—	—		—	—
August 29 - September 27	—	—		—	—
Total	220	$	27.49	—	$	—