
		March 28, 2021		December 31, 2020		March 29, 2020			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	$	271,730	$	376,736	$	26,295	Cash and cash equivalents	$	562,661	$	376,736	$	225,470
Receivables	Receivables	33,402		34,445		25,652		Receivables	61,749		34,445		40,305
Inventories	Inventories	48,004		47,479		7,394		Inventories	36,861		47,479		50,733
Prepaid advertising		6,926		2,838		17,435

Current income tax receivable	Current income tax receivable	93,496		69,104		0		Current income tax receivable	63,178		69,104		6,208
Other current assets	Other current assets	25,847		23,909		16,183		Other current assets	23,922		26,747		17,794
		479,405		554,511		92,959			748,371		554,511		340,510
Property and Equipment:	Property and Equipment:							Property and Equipment:
Land	Land	443,579		442,708		435,677		Land	443,001		442,708		438,893
Land improvements	Land improvements	467,390		467,176		457,922		Land improvements	485,435		467,176		463,838
Buildings	Buildings	845,838		849,404		811,048		Buildings	857,610		849,404		832,067
Rides and equipment	Rides and equipment	1,963,551		1,962,324		1,893,596		Rides and equipment	1,994,977		1,962,324		1,954,787
Construction in progress	Construction in progress	83,658		75,507		114,740		Construction in progress	44,415		75,507		83,472
		3,804,016		3,797,119		3,712,983			3,825,438		3,797,119		3,773,057
Less accumulated depreciation	Less accumulated depreciation	(1,993,568)		(1,995,138)		(1,836,870)		Less accumulated depreciation	(2,095,666)		(1,995,138)		(1,959,443)
		1,810,448		1,801,981		1,876,113			1,729,772		1,801,981		1,813,614
Goodwill	Goodwill	267,718		266,961		274,659		Goodwill	267,216		266,961		263,860
Other Intangibles, net	Other Intangibles, net	50,513		50,288		51,658		Other Intangibles, net	50,127		50,288		49,717
Right-of-Use Asset	Right-of-Use Asset	13,741		13,527		13,688		Right-of-Use Asset	14,061		13,527		13,021
Other Assets	Other Assets	5,836		6,144		80,406		Other Assets	4,940		6,144		20,796
		$	2,627,661	$	2,693,412	$	2,389,483		$	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	$	0	$	7,500

Accounts payable	Accounts payable	22,613		14,272		39,000		Accounts payable	$	49,085	$	14,272	$	16,305
Deferred revenue	Deferred revenue	189,652		183,354		30,381		Deferred revenue	186,526		183,354		156,488
Accrued interest	Accrued interest	58,977		33,718		28,617		Accrued interest	58,919		33,718		50,666
Accrued taxes	Accrued taxes	9,878		10,775		6,656		Accrued taxes	14,706		10,775		13,307
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	17,809		24,975		16,866		Accrued salaries, wages and benefits	63,641		24,975		20,696
Self-insurance reserves	Self-insurance reserves	22,071		22,322		25,127		Self-insurance reserves	24,286		22,322		22,037
Other accrued liabilities	Other accrued liabilities	12,011		10,565		23,692		Other accrued liabilities	19,440		10,565		17,864
		333,011		299,981		177,839			416,603		299,981		297,363
Deferred Tax Liability	Deferred Tax Liability	49,972		39,595		59,021		Deferred Tax Liability	47,538		39,595		2,525
Derivative Liability	Derivative Liability	35,524		39,086		34,298		Derivative Liability	28,504		39,086		38,713
Lease Liability	Lease Liability	10,749		10,483		10,310		Lease Liability	11,146		10,483		9,873
Non-Current Deferred Revenue	Non-Current Deferred Revenue	15,877		10,508		164,137		Non-Current Deferred Revenue	24,037		10,508		36,180
Other Liabilities	Other Liabilities	5,657		5,952		806		Other Liabilities	5,261		5,952		6,260
Long-Term Debt:	Long-Term Debt:							Long-Term Debt:
Revolving credit loans		0		0		70,000

Term debt	Term debt	255,866		255,025		714,685		Term debt	257,559		255,025		256,358
Notes	Notes	2,701,615		2,699,219		1,432,601		Notes	2,706,484		2,699,219		2,405,576
		2,957,481		2,954,244		2,217,286			2,964,043		2,954,244		2,661,934
Partners’ Deficit	Partners’ Deficit							Partners’ Deficit
Special L.P. interests	Special L.P. interests	5,290		5,290		5,290		Special L.P. interests	5,290		5,290		5,290
General partner	General partner	(8)		(7)		(3)		General partner	(7)		(7)		(6)
Limited partners, 56,828, 56,706 and 56,703 units outstanding as of March 28, 2021, December 31, 2020 and March 29, 2020, respectively		(785,400)		(674,319)		(305,152)
Accumulated other comprehensive (loss) income		(492)		2,599		25,651
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	1,734		2,599		14,308
		(780,610)		(666,437)		(274,214)			(682,645)		(666,437)		(551,330)
		$	2,627,661	$	2,693,412	$	2,389,483		$	2,814,487	$	2,693,412	$	2,501,518


		Three months ended			Three months ended						Nine months ended
			March 28, 2021			March 29, 2020			September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020
Net revenues:	Net revenues:							Net revenues:
Admissions	Admissions		$	0		$	26,649	Admissions	$	381,777	$	33,411	$	480,849	$	60,728
Food, merchandise and games	Food, merchandise and games		7,246			19,947		Food, merchandise and games	235,619		34,462		326,810		57,269
Accommodations, extra-charge products and other	Accommodations, extra-charge products and other		2,496			7,039		Accommodations, extra-charge products and other	136,008		19,584		179,624		29,681
			9,742			53,635			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		2,306			6,385		Cost of food, merchandise, and games revenues	59,502		11,638		85,438		20,028
Operating expenses	Operating expenses		66,154			106,368		Operating expenses	273,426		100,818		495,525		274,169
Selling, general and administrative	Selling, general and administrative		30,350			24,809		Selling, general and administrative	90,863		28,145		168,279		76,681
Depreciation and amortization	Depreciation and amortization		1,453			5,088		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		1,539			6,767		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		0			88,181		Loss on impairment of goodwill and other intangibles	—		15,818		—		103,999
Gain on sale of investment	Gain on sale of investment		(2)			0		Gain on sale of investment	—		(11)		(2)		(11)
			101,800			237,598			503,649		224,571		868,019		610,843
Operating loss			(92,058)			(183,963)
Operating income (loss)								Operating income (loss)	249,755		(137,114)		119,264		(463,165)
Interest expense	Interest expense		44,096			27,219		Interest expense	46,270		40,376		136,371		104,341
Net effect of swaps	Net effect of swaps		(3,562)			19,779		Net effect of swaps	(3,186)		(1,558)		(10,582)		19,780
Loss on early debt extinguishment	Loss on early debt extinguishment		4			0		Loss on early debt extinguishment	—		317		4		2,013
(Gain) loss on foreign currency			(5,805)			34,202
Loss (gain) on foreign currency								Loss (gain) on foreign currency	15,163		(9,567)		(1,741)		11,984
Other income	Other income		(78)			(179)		Other income	(243)		(28)		(348)		(337)
Loss before taxes			(126,713)			(264,984)
Benefit for taxes			(16,297)			(49,007)
Net loss			(110,416)			(215,977)
Net loss allocated to general partner			(1)			(2)
Net loss allocated to limited partners			$	(110,415)		$	(215,975)
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			$	(110,416)		$	(215,977)
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		(3,091)			15,905		Foreign currency translation adjustment	7,912		(4,820)		(865)		4,562

Other comprehensive (loss) income, (net of tax)			(3,091)			15,905
Total comprehensive loss			$	(113,507)		$	(200,072)
Basic loss 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		56,552			56,414		Weighted average limited partner units outstanding	56,628		56,497		56,601		56,469
Net loss per limited partner unit			$	(1.95)		$	(3.83)
Diluted loss 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		56,552			56,414		Weighted average limited partner units outstanding	57,009		56,497		56,601		56,469
Net loss per limited partner unit			$	(1.95)		$	(3.83)
Net income (loss) per limited partner unit								Net income (loss) per limited partner unit	$	2.60	$	(2.41)	$	(0.38)	$	(8.58)


For the three months ended													For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of June 28, 2020													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)
Partnership distribution declared													Partnership distribution declared	—	2		—		—		—		2
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)
Foreign currency translation adjustment, net of tax $(711)													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 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 three months ended		Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
For the nine months ended													For the nine months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of December 31, 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	—	(215,975)		(2)		—		—		(215,977)		Net loss	—	(484,785)		(5)		—		—		(484,790)
Partnership distribution declared ($0.935 per unit)	Partnership distribution declared ($0.935 per unit)	—	(53,022)		—		—		—		(53,022)		Partnership distribution declared ($0.935 per unit)	—	(53,020)		—		—		—		(53,020)
Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	37	(9,413)		—		—		—		(9,413)		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	—	(1,741)		—		—		—		(1,741)		Tax effect of units involved in treasury unit transactions	—	(1,762)		—		—		—		(1,762)
Foreign currency translation adjustment, net of tax $2,851		—	—		—		—		15,905		15,905
Foreign currency translation adjustment, net of tax $1,201													Foreign currency translation adjustment, net of tax $1,201	—	—		—		—		4,562		4,562

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

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 December 31, 2020	Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)	Balance as of December 31, 2020	56,706	$	(674,319)	$	(7)	$	5,290	$	2,599	$	(666,437)
Net loss	Net loss	—	(110,415)		(1)		—		—		(110,416)		Net loss	—	(21,299)		—		—		—		(21,299)

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	122	882		—		—		—		882		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	—	(1,548)		—		—		—		(1,548)		Tax effect of units involved in treasury unit transactions	—	(1,641)		—		—		—		(1,641)
Foreign currency translation adjustment, net of tax $(427)		—	—		—		—		(3,091)		(3,091)
Foreign currency translation adjustment, net of tax $(145)													Foreign currency translation adjustment, net of tax $(145)	—	—		—		—		(865)		(865)

Balance as of March 28, 2021		56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)
Balance as of September 26, 2021													Balance as of September 26, 2021	56,842	$	(689,662)	$	(7)	$	5,290	$	1,734	$	(682,645)


		Three months ended					Nine months ended
		March 28, 2021		March 29, 2020			September 26, 2021		September 27, 2020
CASH FLOWS FOR OPERATING ACTIVITIES
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES						CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net loss	Net loss	$	(110,416)	$	(215,977)	Net loss	$	(21,299)	$	(484,790)
Adjustments to reconcile net loss to net cash for operating activities:
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	1,453		5,088		Depreciation and amortization	112,906		127,447

Loss on early debt extinguishment						Loss on early debt extinguishment	4		2,013
Loss on impairment of goodwill and other intangibles	Loss on impairment of goodwill and other intangibles	0		88,181		Loss on impairment of goodwill and other intangibles	—		103,999
Non-cash foreign currency (gain) loss on debt	Non-cash foreign currency (gain) loss on debt	(5,435)		35,332		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)	5,369		(4,794)		Non-cash equity based compensation expense (benefit)	11,910		(1,842)
Non-cash deferred income tax benefit		9,896		(27,727)
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	(3,562)		19,779		Net effect of swaps	(10,582)		19,780
Other non-cash expenses	Other non-cash expenses	3,493		5,995		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	1,077		13,233		(Increase) decrease in receivables	(27,292)		22,712
(Increase) decrease in inventories	(Increase) decrease in inventories	(464)		(14,098)		(Increase) decrease in inventories	10,634		(17,950)
(Increase) decrease in prepaid advertising		(4,084)		(18,575)
(Increase) decrease in tax receivable	(Increase) decrease in tax receivable	(25,130)		(25,093)		(Increase) decrease in tax receivable	9,908		(41,993)
(Increase) decrease in other assets	(Increase) decrease in other assets	(1,450)		(4,477)		(Increase) decrease in other assets	2,374		(2,727)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	8,505		8,640		Increase (decrease) in accounts payable	31,313		(3,499)
Increase (decrease) in deferred revenue	Increase (decrease) in deferred revenue	11,522		34,602		Increase (decrease) in deferred revenue	16,631		32,235
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	25,200		7,580		Increase (decrease) in accrued interest	25,181		29,380
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	(6,353)		(12,828)		Increase (decrease) in other liabilities	10,059		820
Net cash for operating activities		(90,379)		(105,139)
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	(8,361)		(58,032)		Capital expenditures	(39,548)		(120,883)

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

Net cash for investing activities	Net cash for investing activities	(8,361)		(58,032)		Net cash for investing activities	(38,143)		(118,774)
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES	CASH FLOWS (FOR) FROM FINANCING ACTIVITIES					CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Net borrowings on revolving credit loans		0		70,000

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

Distributions paid to partners	Distributions paid to partners	0		(53,022)		Distributions paid to partners	—		(53,020)

Payment of debt issuance costs						Payment of debt issuance costs	(132)		(35,738)
Payments related to tax withholding for equity compensation	Payments related to tax withholding for equity compensation	(4,489)		(4,618)		Payments related to tax withholding for equity compensation	(4,583)		(4,624)
Other	Other	(1,596)		(1,741)		Other	(1,371)		(1,650)
Net cash (for) from financing activities	Net cash (for) from financing activities	(6,085)		10,619		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	(181)		(3,405)		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 decrease for the period		(105,006)		(155,957)
Net increase for the period						Net increase for the period	185,925		43,218
Balance, beginning of period	Balance, beginning of period	376,736		182,252		Balance, beginning of period	376,736		182,252
Balance, end of period	Balance, end of period	$	271,730	$	26,295	Balance, end of period	$	562,661	$	225,470
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION					SUPPLEMENTAL INFORMATION
Cash payments for interest expense	Cash payments for interest expense	$	16,085	$	19,342	Cash payments for interest expense	$	102,682	$	69,780
Interest capitalized	Interest capitalized	559		465		Interest capitalized	1,457		1,961
Net cash (refunds) payments for income taxes		(330)		4,000
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	3,401		11,365		Capital expenditures in accounts payable	6,560		1,146

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.

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, ~~and is expected to have~~had a continuing negative impact in ~~2021. We continue~~2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to ~~actively work with state~~the spread of COVID-19 and local ~~officials~~government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted, including reduced operating days per week and ~~anticipate opening~~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 May 2021, we opened all of our ~~parks in May~~U.S. properties for the 2021 ~~except for Canada's Wonderland. Upon opening, our parks will continue to operate in accordance~~operating season on a staggered basis with capacity restrictions, guest reservations, and other operating ~~limitations.~~protocols in place. Our 2021 operating calendars ~~have been aligned~~were designed to align with anticipated capacity restrictions, guest demand and labor availability, including fewer operating days in ~~a challenging~~July and August at some of our smaller properties and additional operating days in September. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to secure additional labor, ~~market. Due~~we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were able to ~~unfavorable COVID-19 trends~~open our Canadian property, Canada's Wonderland, in ~~Ontario,~~July 2021. Canada's Wonderland is ~~not expected~~operating with capacity restrictions, guest reservations, and other operating protocols in place. We adjusted and may continue to ~~open~~adjust our 2021 operating calendars as we respond to changes in ~~May 2021, but we anticipate opening the park as soon as conditions~~guest demand, labor availability and ~~the~~any state and local jurisdiction allow. While full park operations at Knott's Berry Farm, our only year-round park, remained suspended during the first four months of 2021, the park hosted a culinary festival from March 5, 2021 through May 2, 2021.restrictions. Our future operations are dependent on factors outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.

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, 2020, which were included in the Form 10-K filed on February 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 included in the Form 10-K referred to above.

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 adopted ASU 2019-12 as of January 1, 2021. The standard did not have an effect on the condensed consolidated financial statements and related disclosures.

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.

We are one of the largest regional amusement park operators in the world with 13 properties in our portfolio consisting of amusement parks, water parks and complementary resort facilities. Our parks operate seasonally except for Knott's Berry Farm, which is typically open daily on a year-round basis. Our seasonal parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day. After Labor Day, our seasonal parks are open during select weekends in September and, in most cases, in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks typically are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. COVID-19 impacted our parks' operating calendars in 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 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 effects of the COVID-19 pandemic on our parks' 2020 operating calendars, we recognized depreciation and certain other~~For those operating costs ~~which were still incurred and which~~that are ~~typically~~ expensed over each park's operating season, 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 reflected incurred expense, ~~and~~ resulted in greater consistency between parks and with historical ~~results. In 2021, we will~~results, and was more consistent with our interim reporting accounting procedures compared with updating our procedures to recognize ~~these types of expenses~~expense over ~~each park's 2021~~the much fewer actual operating ~~season.~~days in 2020.

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

Due to our highly seasonal operations, a substantial portion of our revenues typically are generated 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.

Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders ~~receive~~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 ~~have~~ identified the loyalty reward as a separate performance obligation and ~~have~~ allocated revenue to the season pass and loyalty reward in a manner consistent with other bundled products. The extended validity of the 2020 season-long products, and

to a much lesser extent the loyalty reward offering, resulted in a significant amount of revenue being deferred into 2021. ~~Due~~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 ~~of the validity of the~~into calendar year 2022 for 2020 and 2021 season-long products ~~into~~for every day the park was closed in 2021, ~~we classified $154.9 million~~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 ~~as non-current as of March 29,~~related to our outstanding 2020 and 2021 season-long products to be realized within ~~"Non-Current Deferred Revenue" in~~12 months from the ~~unaudited condensed consolidated~~ balance ~~sheet.~~sheet date. In order to calculate revenue recognized ~~in 2020~~ on 2020 season-long products, management made significant estimates regarding the estimated number of uses expected for these season-long products for admission, dining, beverage and other products for the 2021 and 2022 operating ~~season.~~seasons. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic. In addition to the extended validity through 2021, Knott's Berry Farm is also offering a day-for-day extension into calendar year 2022 for 2020 and 2021 season passes for every day the park is closed in 2021. Due to the Knott's Berry Farm extension, we classified $5.4 million of deferred revenue as non-current as of March 28, 2021. No other parks are offering similar plans.

Of the $183.4 million of current deferred revenue recorded as of January 1, 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~~Approximately $141 million of the ~~three months ended March 28, 2021, a minimal amount of the~~current deferred revenue balance as of January 1, 2021 was recognized ~~as only limited out-of-park attractions were open~~ during the ~~first quarter of~~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 ~~represents~~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 and due to the extension of the validity of the 2020 season-long products into 2021, $27.1 million of the total non-current deferred revenue balance represented estimated fourth quarter 2021 usage of both 2020 and 2021 season-long products. The remainder of the non-current deferred revenue balance in both periods was largely attributable to the lease of a portion of the California's Great America parking 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 lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of ~~March 28,~~September 26, 2021, December 31, 2020 and ~~March 29,~~September 27, 2020, we recorded ~~an $8.7~~a $14.4 million, $8.7 million and ~~$6.0~~$8.5 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends, 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, we paused collections on our installment purchase plans in April 2020. For those parks which opened during the summer of 2020, we resumed collections of guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's ~~Wonderland. We will resume~~Wonderland where we resumed collections ~~at Canada's Wonderland when the park is able to open for the 2021 operating season.~~in June 2021.

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.

We concluded indicators of impairment did not exist during the first ~~quarter~~nine months of 2021. We based our conclusion on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first ~~quarter~~and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets for impairment. We concluded the estimated fair values of the long-lived assets at Schlitterbahn 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 /

retirement of fixed assets" within the unaudited condensed consolidated statement of operations and comprehensive loss during the first quarter of 2020. The fair value of 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 during the third quarter of 2020 due to a further decline in our financial performance projections. Our impairment testing during the third quarter of 2020 resulted in no further impairment of our long-lived assets. Management made significant estimates in performing the impairment ~~test,~~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.

Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. During the first ~~quarter~~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 ~~quarter~~and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our expected future operating results, we tested our goodwill and indefinite-lived intangible assets for impairment. We concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. We also recorded an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statement of operations and comprehensive 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, and the related anticipated demand upon re-opening our 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.


(In thousands)	(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value		(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
March 28, 2021
September 26, 2021								September 26, 2021
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,623	$	—	$	49,623	Trade names	$	49,511	$	—	$	49,511
License / franchise agreements	License / franchise agreements	4,259		(3,369)		890		License / franchise agreements	4,262		(3,646)		616
Total other intangible assets	Total other intangible assets	$	53,882	$	(3,369)	$	50,513	Total other intangible assets	$	53,773	$	(3,646)	$	50,127

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

March 29, 2020
September 27, 2020								September 27, 2020
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	50,361	$	—	$	50,361	Trade names	$	48,764	$	—	$	48,764
License / franchise agreements	License / franchise agreements	4,255		(2,958)		1,297		License / franchise agreements	4,257		(3,304)		953
Total other intangible assets	Total other intangible assets	$	54,616	$	(2,958)	$	51,658	Total other intangible assets	$	53,021	$	(3,304)	$	49,717


(In thousands)	(In thousands)	March 28, 2021		December 31, 2020		March 29, 2020		(In thousands)	September 26, 2021		December 31, 2020		September 27, 2020

Revolving credit facility		$	0	$	0	$	70,000
U.S. term loan averaging 1.88% YTD 2021; 2.70% in 2020; 3.43% YTD 2020 (1)		264,250		264,250		729,375

U.S. term loan averaging 1.86% YTD 2021; 2.70% in 2020; 2.85% YTD 2020 (1)								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	Notes							Notes
2024 U.S. fixed rate senior unsecured notes at 5.375%	2024 U.S. fixed rate senior unsecured notes at 5.375%	450,000		450,000		450,000		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%	2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		0		2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000
2027 U.S. fixed rate senior unsecured notes at 5.375%	2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000		2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000
2028 U.S. fixed rate senior unsecured notes at 6.500%	2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		0		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%	2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000		2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
		3,014,250		3,014,250		2,249,375			3,014,250		3,014,250		2,714,250
Less current portion		0		0		(7,500)

		3,014,250		3,014,250		2,241,875
Less debt issuance costs and original issue discount	Less debt issuance costs and original issue discount	(56,769)		(60,006)		(24,589)		Less debt issuance costs and original issue discount	(50,207)		(60,006)		(52,316)
		$	2,957,481	$	2,954,244	$	2,217,286		$	2,964,043	$	2,954,244	$	2,661,934

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 (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 Third Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

million with a Canadian sub-limit of $15 million. Senior secured revolving credit facility borrowings following the Second Amendment bore interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps 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 ~~the~~ portion of the facility is subsequently referred to as the "2023 Revolving Credit Facility Capacity"). Under the Third Amendment, the 2023 Revolving Credit Facility Capacity bears interest at LIBOR plus 350 bps or CDOR plus 250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the 2023 Revolving Credit Facility Capacity, in each case without any step-downs. The terms of the remaining $75 million available under the senior secured revolving credit facility remain unchanged from the Second Amendment. Prior to the Second Amendment and Third Amendment, our senior secured revolving credit facility had a combined limit of $275 million with a Canadian sub-limit of $15 million and bore interest at LIBOR or CDOR plus 200 bps. The Third Amended 2017 Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of ~~March 28,~~September 26, 2021, 0no borrowings were outstanding under the revolving credit facility.

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

The 2025 senior notes pay interest semi-annually in May and November, 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 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 October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes") ~~in a private placement.~~. The net proceeds from the offering of the 2028 senior notes is to be used for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October ~~beginning April 1, 2021,~~ with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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 ("Deemed EBITDA Quarters"); (ii) a requirement that we maintain a minimum liquidity level of at least $125 million, tested at all times, until the earlier of December 31, 2022 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022); and (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. ~~As of March 28, 2021, we~~We were in compliance with the applicable financial covenants under the Third Amended 2017 Credit ~~Agreement.~~Agreement during the nine months ended September 26, 2021.

Our fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 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 ~~March 28,~~September 26, 2021.

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 convert ~~$500 million of one month~~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 ~~March 29,~~September 27, 2020, we had 4 additional interest rate swap agreements that matured on December 31, 2020 and converted the same notional amount of ~~one month~~one-month variable rate LIBOR to a fixed rate of 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	Fair Value Hierarchy Level	March 28, 2021				December 31, 2020				March 29, 2020				(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	$	348	$	348	$	280	$	280	$	99	$	99	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	$	(35,524)	$	(35,524)	$	(39,086)	$	(39,086)	$	(43,016)	$	(43,016)	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)	$	(257,644)	$	(264,250)	$	(253,680)	$	(721,875)	$	(620,813)	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)	$	(454,500)	$	(450,000)	$	(451,125)	$	(450,000)	$	(382,500)	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)	$	(1,043,750)	$	(1,000,000)	$	(1,043,750)	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)	$	(513,125)	$	(500,000)	$	(507,500)	$	(500,000)	$	(410,000)	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 2	$	(300,000)	$	(321,375)	$	(300,000)	$	(318,000)	0		0		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)	$	(510,625)	$	(500,000)	$	(505,625)	$	(500,000)	$	(417,500)	2029 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(512,500)	$	(500,000)	$	(505,625)	$	(500,000)	$	(476,250)

Due to the negative 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 during the first ~~quarter~~and third quarters of 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. 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 ~~statements~~statement of operations and comprehensive 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, the related anticipated demand upon re-opening our parks, 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, the related anticipated demand upon re-opening our parks, terminal value growth rates, and a discount rate based on a weighted-average cost of capital that reflected current market conditions.


		Three months ended			Three months ended						Nine months ended
(In thousands, except per unit amounts)	(In thousands, except per unit amounts)		March 28, 2021			March 29, 2020		(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		56,552			56,414		Basic weighted average units outstanding	56,628		56,497		56,601		56,469

Effect of dilutive units:								Effect of dilutive units:
Deferred units								Deferred units	46		—		—		—
Performance units								Performance units	92		—		—		—
Restricted units								Restricted units	217		—		—		—
Unit options								Unit options	26		—		—		—

Diluted weighted average units outstanding	Diluted weighted average units outstanding		56,552			56,414		Diluted weighted average units outstanding	57,009		56,497		56,601		56,469
Net loss per unit - basic			$	(1.95)		$	(3.83)
Net loss per unit - diluted			$	(1.95)		$	(3.83)
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)

~~For the three months ended March 28, 2021 and March 29, 2020, there~~There were approximately ~~0.6~~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.

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 ~~carryback~~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 ~~$78.6~~$79.7 million. Second, as of ~~March 28,~~September 26, 2021, the annual effective tax rate included a net benefit of ~~$6.1~~$2.3 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated ~~$6.4 million~~ incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The ~~estimated $6.4 million~~overall benefit of the carryback of losses was decreased by ~~$0.3~~$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 ~~March 28,~~September 26, 2021, ~~$78.6~~$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 ~~$14.9~~$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.

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, ~~is expected to have~~had a continuing negative impact in 2021 and may have a longer-term negative effect. We continue to actively work with state and local officials and anticipate opening all of our parks in May 2021 except for Canada's Wonderland. Upon opening, our parks will continue to operate under capacity and other operating limitations. Our 2021 operating calendars have been aligned with anticipated capacity restrictions, guest demand and labor availability in a challenging labor market. Due to unfavorable COVID-19 trends in Ontario, Canada's Wonderland is not expected to open in May 2021, but we anticipate opening the park as soon as conditions and the local jurisdiction allow. While full park operations at Knott's Berry Farm, our only year-round park, remained suspended during the first four months of 2021, the park hosted a culinary festival from March 5, 2021 through May 2, 2021. Prior to reopening, pre-opening expenses are being minimized. With broad vaccination distribution efforts in process and in anticipation of pent-up consumer demand for outdoor entertainment, we are focused on maximizing the seasonally weighted second half of 2021. A substantial portion of our revenues are typically generated during the peak vacation months of July and August allowing time for broader vaccine distribution and a potential reduction of COVID-19 restrictions before these key months. In addition, as of March 28, 2021, we have a sizeable base of approximately 1.8 million season passes outstanding and valid for the 2021 operating season following the extension of usage privileges for 2020 season passes through the 2021 operating season. Despite these positive indicators, we do not anticipate 2021 to be a normal year operationally or financially, and it is uncertain how long it may take us to achieve full operational potential. Our future operations are dependent on factors outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.

In ~~order to ensure~~May 2021, we opened all of 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. For those parks which opened during the summer of 2020, we resumed collections of guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's Wonderland. We will resume collections at Canada's Wonderland when the park is able to openU.S. properties for the 2021 operating ~~season. At four~~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 ~~parks, we also provided our season pass holders a loyalty reward to be used on purchases within the park~~smaller properties and additional operating days in September. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to secure additional labor, we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland is operating with capacity restrictions, guest reservations, and other operating protocols in place. We adjusted and may continue to adjust our 2021 operating ~~season. Knott's Berry Farm is also offering a day-for-day extension into calendar year 2022 for 2020~~calendars as we respond to changes in guest demand, labor availability and ~~2021 season passes for every day~~any state and local restrictions. Our future operations are dependent on factors outside of our knowledge or control, including the ~~park is closed in 2021. No other parks are offering similar plans. Refer~~duration and severity of the COVID-19 pandemic and actions taken to ~~Note~~ 3 ~~for additional detail.~~contain its spread and mitigate its public health effects.

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.

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


		Three months ended			Three months ended								Nine months ended
(In thousands)	(In thousands)		March 28, 2021			March 29, 2020		(In thousands)	September 26, 2021		September 27, 2020		September 29, 2019		September 26, 2021		September 27, 2020		September 29, 2019
Net loss			$	(110,416)		$	(215,977)
Net income (loss)								Net income (loss)	$	147,987	$	(136,261)	$	189,955	$	(21,299)	$	(484,790)	$	169,580
Interest expense	Interest expense		44,096			27,219		Interest expense	46,270		40,376		27,967		136,371		104,341		71,814
Interest income	Interest income		(13)			(348)		Interest income	(35)		(25)		(807)		(66)		(449)		(1,121)
Benefit for taxes			(16,297)			(49,007)
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		1,453			5,088		Depreciation and amortization	77,461		67,436		68,335		112,906		127,447		137,828
EBITDA	EBITDA		(81,177)			(233,025)		EBITDA	315,447		(58,867)		334,265		244,771		(369,607)		421,607

Loss on early debt extinguishment								Loss on early debt extinguishment	—		317		—		4		2,013		—
Net effect of swaps	Net effect of swaps		(3,562)			19,779		Net effect of swaps	(3,186)		(1,558)		3,910		(10,582)		19,780		21,068
Non-cash foreign currency (gain) loss			(5,804)			34,203
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		5,369			(4,794)		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		1,539			6,767		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		—			88,181		Loss on impairment of goodwill and other intangibles	—		15,818		—		—		103,999		—

Gain on sale of investment								Gain on sale of investment	—		(11)		—		(2)		(11)		(617)
Acquisition-related costs								Acquisition-related costs	—		—		6,292		—		16		7,238

Other (1)	Other (1)		13			224		Other (1)	650		29		499		1,157		183		782
Adjusted EBITDA	Adjusted EBITDA		$	(83,622)		$	(88,665)	Adjusted EBITDA	$	333,368	$	(51,488)	$	355,188	$	251,466	$	(224,812)	$	450,091

~~Operating~~Due to the effects of the COVID-19 pandemic, the results for the ~~first quarter are historically less than 5%~~nine months ended September 26, 2021 were not directly comparable with the results for the nine months ended September 27, 2020. The current nine-month period included 1,381 operating days compared with a total of ~~our full-year revenues and attendance. First quarter results typically include normal off-season~~443 operating maintenance and administrative expenses at our ten seasonal amusement parks and two of our separately gated outdoor water parks, daily operations at Knott's Berry Farm which is typically open year-round, limited operations atdays for the ~~Schlitterbahn parks which are typically open during portions of March, and some out-of-park attractions, including limited hotel operations.~~nine-month period ended September 27, 2020.

~~Due~~In the current period and due to the effects of the COVID-19 pandemic, we postponed the opening of our parks for the 2021 operating season to May 2021, ~~including Knott's Berry Farm~~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. Therefore, the fiscal three-month period ended March 28, 2021 included no operating days. Operations during the first~~third quarter of 2021. We adjusted our 2021 ~~were~~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 current period also included results prior to the May 2021 opening of our parks from limited toout-of-park operations, including the operation of some of our hotel properties and a culinary festival at Knott's Berry Farm from March 5, 2021 through May 2, 2021.

For the nine-month period ended September 27, 2020 and ~~limited out-of-park attractions, including~~due to the 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 ~~properties. Net revenues from the culinary festival at~~operations. Following March 14, 2020, Knott's Berry ~~Farm~~Farm's partial operations were limited to culinary festivals which were classified as out-of-park revenues. ~~Operating day statistics for 2021 exclude these limited operations at Knott's Berry Farm.~~


		Three months ended				Increase (Decrease)					Nine months ended				Increase (Decrease)
		March 28, 2021		March 29, 2020		$		%			September 26, 2021		September 27, 2020		$		%
		(Amounts in thousands)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	9,742	$	53,635	$	(43,893)	(81.8)	%	Net revenues	$	987,283	$	147,678	$	839,605	N/M
Operating costs and expenses	Operating costs and expenses	98,810		137,562		(38,752)		(28.2)	%	Operating costs and expenses	749,242		370,878		378,364		102.0	%
Depreciation and amortization	Depreciation and amortization	1,453		5,088		(3,635)		(71.4)	%	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	1,539		6,767		(5,228)		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	—		88,181		(88,181)		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	(2)		—		(2)		N/M		Gain on sale of investment	(2)		(11)		9		N/M
Operating loss		$	(92,058)	$	(183,963)	$	91,905	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)	$	(83,622)	$	(88,665)	$	5,043	5.7	%	Adjusted EBITDA (1)	$	251,466	$	(224,812)	$	476,278	N/M

Attendance										Attendance	14,178		2,280		11,898		N/M
In-park per capita spending										In-park per capita spending	$	62.26	$	46.49	$	15.77	33.9	%
Out-of-park revenues	Out-of-park revenues	$	10,147	$	12,091	$	(1,944)	(16.1)	%	Out-of-park revenues	$	134,054	$	46,705	$	87,349	187.0	%
Operating days										Operating days	1,381		443		938		N/M

For the ~~three~~nine months ended ~~March 28,~~September 26, 2021, net revenues ~~decreased 82% to $9.7~~totaled $987.3 million ~~from $53.6~~compared with $147.7 million for the ~~three~~nine months ended ~~March 29,~~September 27, 2020. The ~~decrease reflected no in-park revenue~~increase in net revenues was attributable to the 938 operating day increase in the current period ~~due to the delay of park openings for the 2021 operating season compared with 90 operating days~~resulting in ~~the prior period~~an 11.9 million-visit increase in attendance and ~~a $1.9~~an $87.3 million ~~decrease~~increase in out-of-park revenues. ~~The decrease in out-of-park revenues was primarily attributable to a decline in accommodations revenue somewhat offset by revenues from the Knott's Berry Farm culinary festival. Net revenues~~In-park per capita spending for the ~~three~~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 ~~three~~nine months ended ~~March 28,~~September 26, 2021 ~~decreased 28%~~increased to ~~$98.8~~$749.2 million from ~~$137.6~~$370.9 million for the ~~three~~nine months ended ~~March 29,~~September 27, 2020. This was the result of a ~~$4.1~~$65.4 million ~~decrease~~increase in cost of goods sold, a ~~$40.2~~$221.4 million ~~decrease~~increase in operating expenses and a ~~$5.5~~$91.6 million 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 related to delayed park openings in 2021. The $40.2~~$221.4 million ~~decrease~~increase in operating expenses was attributable to the increase in operating days, there was also a meaningful increase in seasonal labor rate in order to recruit

~~attributable to less maintenance expense due to delayed park openings and less maintenance required~~employees in ~~2021 following minimal 2020 usage of rides and attractions,~~a challenging labor market, as well as ~~reductions in seasonal labor, operating supplies and utilities due to delayed park openings. The $5.5~~higher full-time wages, including accrued bonus plans. Similarly, the $91.6 million increase in SG&A expense was ~~attributable to prior period declines~~driven by resumed park operations in 2021. However, the ~~anticipated payout of outstanding performance units~~increase in SG&A expense was also driven by an increase in full-time wages, particularly for accrued bonus plans and ~~the value of outstanding deferred units, both of which are part of our~~ equity-based compensation plans, ~~and~~as well as current period consulting fees incurred as a result of a business optimization program. The ~~increases~~increase in ~~SG&A expense were somewhat offset by less advertising expense, transaction fees and information technology supplies due to delayed park openings. Operating~~operating costs and expenses ~~were not materially impacted by~~included a $2.4 million unfavorable impact of foreign currency exchange ~~rates.~~rates at our Canadian park.

Depreciation and amortization expense for the ~~three~~nine months ended ~~March 28,~~September 26, 2021 decreased ~~$3.6~~$14.5 million compared with the ~~three~~nine months ended ~~March 29,~~September 27, 2020 due primarily to ~~90 fewer operating days in~~ the ~~current period. We recognize deprecation over operating days for the majority~~full depreciation of 15-year useful lived property and equipment from our ~~assets. Depreciation during the current period was attributable to hotel properties that typically operate year-round.~~2006 acquisition. The loss on impairment / retirement of fixed assets for the ~~three~~nine months ended ~~March 28,~~September 26, 2021 was ~~$1.5~~$5.9 million compared with ~~$6.8~~$8.5 million for the ~~three~~nine months ended ~~March 29,~~September 27, 2020. The ~~prior~~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 negative effects of the COVID-19 pandemic during the first quarter of 2020 (see Note 4)~~, as well as the impairment of two specific assets during the first quarter of 2020.~~. Similarly triggered by the anticipated negative effects of the COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for the ~~three~~nine months ended ~~March 29,~~September 27, 2020 included impairment 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~~ (see Note 5).

Interest expense for the ~~three~~nine months ended ~~March 28,~~September 26, 2021 increased ~~$16.9~~$32.0 million due to interest incurred on the 2025 senior notes issued in April 2020 and the 2028 senior notes issued in October 2020. The net effect of our swaps resulted in a benefit to earnings of ~~$3.6~~$10.6 million for the ~~three~~nine months ended ~~March 28,~~September 26, 2021 compared with a $19.8 million charge to earnings for the ~~three~~nine months ended ~~March 29,~~September 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. During the current period, we also recognized a ~~$5.8~~$1.7 million net benefit to earnings for foreign currency gains and losses compared with a ~~$34.2~~$12.0 million net charge to earnings for the ~~three~~nine months ended ~~March 29,~~September 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~~nine months ended ~~March 28,~~September 26, 2021, a ~~benefit~~provision for taxes of ~~$16.3~~$16.9 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of ~~$49.0~~$116.2 million for the ~~three~~nine months ended ~~March 29,~~September 27, 2020. The ~~decrease~~difference in ~~benefit~~provision for taxes was attributable to a larger prior period ~~increase in~~ pretax loss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of 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 ~~$78.6~~$79.7 million. Second, as of ~~March 29, 2020,~~September 26, 2021, the annual effective tax rate included a net benefit of ~~$6.1~~$2.3 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated ~~$6.4 million~~ incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The ~~estimated $6.4 million~~overall benefit of the carryback of losses was decreased by ~~$0.3~~$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.

For the ~~three~~nine months ended ~~March 28,~~September 26, 2021, Adjusted EBITDA ~~loss~~ totaled ~~$83.6~~$251.5 million compared with ~~$88.7~~an Adjusted EBITDA loss of $224.8 million for the ~~three~~nine months ended ~~March 29,~~September 27, 2020. The ~~decrease~~increase in Adjusted EBITDA ~~loss~~ was primarily due to ~~less expense incurred~~the impact of COVID-19 related park closures in ~~the current year due to delayed park openings, particularly maintenance~~2020 and ~~seasonal labor costs, which more than offset~~ the related ~~decline~~improvement in ~~revenue~~attendance, in-park per capita spending and out-of-park revenues from reopening parks in ~~the current year.~~2021.

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)	%

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.

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.

For the nine months ended September 26, 2021, Adjusted EBITDA totaled $251.5 million compared with $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 decreases in Adjusted EBITDA and Adjusted EBITDA margin were both largely due to 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 labor rate pressures.

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.

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 the effects of the COVID-19 pandemic, 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 at this time, 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.


	Three months ended				Increase (Decrease)
	September 26, 2021		September 27, 2020		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	753,404	$	87,457	$	665,947	N/M
Operating costs and expenses	423,791		140,601		283,190		N/M
Depreciation and amortization	77,461		67,436		10,025		14.9	%
Loss on impairment / retirement of fixed assets, net	2,397		727		1,670		N/M
Loss on impairment of goodwill and other intangibles	—		15,818		(15,818)		N/M
Gain on sale of investment	—		(11)		11		N/M
Operating income (loss)	$	249,755	$	(137,114)	$	386,869	N/M

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

Attendance	10,769		1,306		9,463		N/M
In-park per capita spending	$	64.26	$	47.29	$	16.97	35.9	%
Out-of-park revenues	$	83,074	$	29,051	$	54,023	186.0	%
Operating days	988		314		674		N/M

For the three months ended September 26, 2021, net revenues totaled $753.4 million compared with $87.5 million for the three months ended September 27, 2020. The increase in net revenues was attributable to the 674 operating day increase in the current period resulting in a 9.5 million-visit increase in attendance and a $54.0 million increase in out-of-park revenues. In-park per capita spending increased 36% to $64.26 for the three months ended September 26, 2021, which represented higher levels of guest spending, 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 $2.9 million favorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the three months ended September 26, 2021 increased to $423.8 million from $140.6 million for the three months ended September 27, 2020. This was the result of a $47.9 million increase in cost of goods sold, a $172.6 million increase in operating expenses and a $62.7 million increase in SG&A expense, all of which were largely the result of a 674 operating day increase in the current period. While the majority of the $172.6 million increase in operating expenses was attributable to the increase in operating days, there was also 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 accrued bonus plans and increased headcount. Similarly, the $62.7 million increase in SG&A expense was 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 foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the three months ended September 26, 2021 increased $10.0 million compared with the three months ended September 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 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 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 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 (see Note 5).

Interest expense for the three months ended September 26, 2021 increased $5.9 million due to interest incurred on the 2028 senior notes issued in October 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 $1.6 million benefit to earnings for the three months ended September 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 third quarter of 2021, we also recognized a $15.2 million net charge to earnings for foreign currency gains and losses compared with a $9.6 million net benefit to earnings for the three months ended September 27, 2020. 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 benefit for taxes of $30.4 million for the three months ended September 27, 2020. The difference in provision for taxes was attributable to 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 these changes, we expect to recognize two benefits. First, we expect to 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 $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 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)	%

For the three months ended September 26, 2021, net revenues totaled $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.

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.

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.

For the three months ended September 26, 2021, Adjusted EBITDA totaled $333.4 million compared with $355.2 million for the three months ended September 29, 2019. The 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 compared with the Adjusted EBITDA margin for the three months ended September 29, 2019 due to increased costs in the current period, particularly due to increases in seasonal labor rates.

Preliminary net revenues for the ten months ended October 31, 2021 totaled approximately $1.2 billion. Attendance 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.

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

Due to the negative effects of the COVID-19 pandemic, we took steps in 2020 to secure additional liquidity and to obtain relief from certain financial covenants including issuing $1.3 billion of senior notes, amending our term debt and revolving credit agreement, reducing operating expenses, including labor costs, suspending capital expenditures, and suspending quarterly partnership distributions. Due to limited open operations, our 2020 and first quarter 2021 liquidity needs were funded from cash on hand from the recently issued senior notes. We generated positive cash flows from operations during the second and third quarters of 2021. As of ~~March 28,~~September 26, 2021, we had cash on hand of ~~$271.7~~$562.7 million and ~~$359.1~~$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 ~~second~~fourth quarter of 2022.

As restrictions to mitigate the spread of COVID-19 ~~are~~have largely been lifted and our properties ~~are~~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. ~~We recently~~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.

For the 2021 operating season, capital investments will again be less than pre-COVID historical levels, as many new rides and attractions originally planned for the 2020 operating season ~~have yet to be~~were introduced to our ~~guests.~~guests in 2021. For 2021, we expect to invest ~~approximately $100~~between $50 million and $75 million in capital expenditures, roughly equally split between the completion of select unfinished projects from 2020, including the renovation of some of our resort properties, essential compliance and infrastructure requirements, and the start of projects planned for the 2022 operating season. ~~We may~~For 2022, we expect to invest between $175 million and $200 million in ~~additional~~ capital ~~expenditures over the 2021 operating season as conditions permit.~~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 ~~$78.6~~$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 ~~$14.9~~$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 $5$8 million to ~~$10~~$13 million, exclusive of these tax refunds. We anticipate funding our remaining 2021 liquidity needs from cash on hand and cash from operating activities.

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

Net cash for financing activities for the first ~~three~~nine months of 2021 ~~was~~totaled $6.1 million, a decrease of ~~$16.7~~$445.9 million compared with net cash from financing activities for the same period in the prior year. The decrease was ~~primarily~~ attributable to net cash proceeds from the April 2020 refinancing in the prior period, ~~typical seasonal revolver borrowings~~including the issuance of the 2025 senior notes and prepayment of a portion of our term debt, somewhat offset by the first quarter 2020 partnership ~~distribution, both of which occurred prior to the COVID-19 disruption.~~distribution.

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

•$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, beginning April 1, 2021.~~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 Third Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. $300 million of the revolving credit facility bears interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the credit facilities. The remaining $75 million of the revolving credit facility bears interest at LIBOR plus 300 bps or CDOR plus 200 bps and requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. ~~The~~ $300 million of the revolving credit facility is scheduled to mature in December 2023 and ~~the~~ $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 ~~March 28,~~September 26, 2021, we had ~~$359.1~~$359.2 million of available borrowings under the revolving credit ~~facility and cash on hand of $271.7 million.~~facility. Our letters of credit are primarily in place to backstop insurance arrangements.

As of ~~March 28,~~September 26, 2021, we have four interest rate swap agreements with a notional value of $500 million that convert ~~$500 million of one month~~one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of interest rate swap agreements. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of ~~March 28,~~September 26, 2021, the fair value of our swap portfolio was classified as long-term and recorded in "Derivative Liability" within the unaudited condensed consolidated balance sheet.

As discussed within the Long-Term Debt footnote at Note 6, we have issued five tranches of fixed rate senior notes: the 2024, 2025, 2027, 2028 and 2029 senior notes (“senior notes”). The 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.

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.

Summarized Financial Information

(In thousands) Cedar Fair L.P. (Parent) Magnum
(Co-Issuer Subsidiary) Cedar Canada
(Co-Issuer Subsidiary) Millennium
(Co-Issuer 2027 & 2029
Guarantor 2024) Guarantor Subsidiaries (1)
Balance as of March 28, 2021
Current Assets $ 173 $ 54,679 $ 42,635 $ 367,673 $ 1,039,678
Non-Current Assets (157,328) 909,857 527,954 2,318,039 1,809,570
Current Liabilities 477,122 585,901 23,631 228,446 43,344
Non-Current Liabilities 146,333 40,920 462,534 2,379,486 93,379
Balance as of December 31, 2020
Current Assets $ 421 $ 33,985 $ 44,465 $ 464,779 $ 1,033,489
Non-Current Assets (31,953) 994,682 528,281 2,311,502 1,833,932
Current Liabilities 488,799 573,244 18,235 200,107 42,224
Non-Current Liabilities 146,106 44,778 461,903 2,370,939 93,430

Three Months Ended March 28, 2021
Net revenues $ — $ 59 $ 100 $ 68,909 $ 1,722
Operating (loss) income (33,058) (68,295) (2,700) 32,456 (20,461)
Net loss (110,416) (69,042) (5,093) — (20,592)
Twelve Months Ended December 31, 2020
Net revenues $ — $ 102 $ 440 $ 510,077 $ 152,257
Operating (loss) income (199,250) (323,293) (37,655) 109,688 (121,498)
Net loss (590,243) (361,061) (54,046) — (149,903)


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 26, 2021


Current Assets	$	823	$	41,556	$	76,197	$	615,795	$	1,143,187




Non-Current Assets	(95,475)		1,155,669		540,321		2,350,755		1,744,008




Current Liabilities	438,525		758,625		41,623		246,134		46,766


Non-Current Liabilities	146,792		33,765		463,777		2,389,869		94,183


Balance as of December 31, 2020


Current Assets	$	421	$	33,985	$	44,465	$	464,779	$	1,044,779




Non-Current Assets	(30,651)		995,507		528,281		2,311,502		1,820,745




Current Liabilities	488,799		573,244		18,235		200,107		40,412


Non-Current Liabilities	146,106		44,778		461,903		2,370,939		91,835

(1) With respect to the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other guarantor subsidiaries that have been presented on a combined basis, the following additional intercompany balances and transactions between Millennium and such other guarantor entities would be eliminated: Current Assets and Current Liabilities - $13.4 million as of September 26, 2021 and $12.7 million as of December 31, 2020; Non-Current Assets - ~~$2,208.0~~$2,239.4 million as of ~~March 28,~~September 26, 2021 and $2,201.8 million as of December 31, 2020; and Net revenues - ~~$2.2~~$96.7 million as of ~~March 28,~~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.

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, 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.

As of ~~March 28,~~September 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 ~~the daily average balance over the past twelve months on our~~no revolving credit borrowings, ~~of approximately $12.3 million,~~ a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (including term debt and not considering the impact of our interest rate swaps) would lead to an increase of approximately ~~$2.8~~$2.6 million in cash interest costs over the next twelve months.

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of ~~March 28,~~September 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 ~~March 28,~~September 26, 2021.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended ~~March 28,~~September 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 March 28, 2021. We are monitoring and assessing the changing business environment resulting from the COVID-19 pandemic and the related effect on our internal control over financial reporting.


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


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


Title of Class						Units Outstanding as of ~~April 30,~~October 29, 2021
Depositary Units (Representing Limited Partner Interests)						~~56,829,250~~56,842,303


Note 1	Description of the Business and Significant Accounting Policies	8
Note 2	Interim Reporting	9
Note 3	Revenue Recognition	9
Note 4	Long-Lived Assets	1110
Note 5	Goodwill and Other Intangible Assets	11
Note 6	Long-Term Debt	12
Note 7	Derivative Financial Instruments	14
Note 8	Fair Value Measurements	15
Note 9	~~Loss~~Income (Loss) per Unit	16
Note 10	Income and Partnership Taxes	16


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

~~Deferred revenue~~	~~Non-Current Deferred Revenue~~	$	~~154,946~~


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


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



Three Months Ended March 28, 2021


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


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


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

Twelve Months Ended December 31, 2020


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


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


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



Nine Months Ended September 26, 2021


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


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


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

Twelve Months Ended December 31, 2020


Net revenues	$	—	$	102	$	440	$	510,077	$	150,439


Operating (loss) income	(198,769)		(322,420)		(37,655)		109,688		(121,437)


Net loss	(588,690)		(359,984)		(54,046)		—		(149,704)


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


~~Exhibit (10.1)~~						2016 Omnibus Incentive Plan Form of Performance Unit Award Agreement (Spring 2021 Version). Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on March 30, 2021.

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

Exhibit (22)						Subsidiary Guarantors and Issuers of Guaranteed ~~Securities~~. Securities. Incorporated herein by reference to Exhibit 22 to the Registrant's Form 10-Q (File No. 001-09444) filed on ~~November 4, 2020.~~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 ~~March 28,~~September 26, 2021 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive ~~Loss,~~Income (Loss), (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Partners' Deficit, and (v) related notes, tagged as blocks of text and including detailed tags.

Exhibit (104)						The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended ~~March 28,~~September 26, 2021 formatted in Inline XBRL (included as Exhibit 101).


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~May 5,~~November 3, 2021	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	~~May 5,~~November 3, 2021	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer