
		September 26, 2021		December 31, 2020		September 27, 2020			June 26, 2022		December 31, 2021		June 27, 2021
ASSETS	ASSETS							ASSETS
Current Assets:	Current Assets:							Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	562,661	$	376,736	$	225,470	Cash and cash equivalents	$	124,929	$	61,119	$	292,596
Receivables	Receivables	61,749		34,445		40,305		Receivables	101,449		62,109		52,259
Inventories	Inventories	36,861		47,479		50,733		Inventories	56,608		32,113		46,983

Current income tax receivable	Current income tax receivable	63,178		69,104		6,208		Current income tax receivable	2,526		84,051		91,608
Land held for sale								Land held for sale	150,595		—		—
Other current assets	Other current assets	23,922		26,747		17,794		Other current assets	40,268		24,249		40,298
		748,371		554,511		340,510			476,375		263,641		523,744
Property and Equipment:	Property and Equipment:							Property and Equipment:
Land	Land	443,001		442,708		438,893		Land	291,166		443,190		445,274
Land improvements	Land improvements	485,435		467,176		463,838		Land improvements	490,191		486,014		485,242
Buildings	Buildings	857,610		849,404		832,067		Buildings	913,699		855,297		857,452
Rides and equipment	Rides and equipment	1,994,977		1,962,324		1,954,787		Rides and equipment	2,025,153		1,986,235		2,001,500
Construction in progress	Construction in progress	44,415		75,507		83,472		Construction in progress	44,637		57,666		41,078
		3,825,438		3,797,119		3,773,057			3,764,846		3,828,402		3,830,546
Less accumulated depreciation	Less accumulated depreciation	(2,095,666)		(1,995,138)		(1,959,443)		Less accumulated depreciation	(2,164,908)		(2,117,659)		(2,028,345)
		1,729,772		1,801,981		1,813,614			1,599,938		1,710,743		1,802,201
Goodwill	Goodwill	267,216		266,961		263,860		Goodwill	265,988		267,232		269,193
Other Intangibles, net	Other Intangibles, net	50,127		50,288		49,717		Other Intangibles, net	49,702		49,994		50,751
Right-of-Use Asset	Right-of-Use Asset	14,061		13,527		13,021		Right-of-Use Asset	17,818		16,294		13,520
Other Assets	Other Assets	4,940		6,144		20,796		Other Assets	7,176		5,116		4,824
		$	2,814,487	$	2,693,412	$	2,501,518		$	2,416,997	$	2,313,020	$	2,664,233
LIABILITIES AND PARTNERS’ EQUITY	LIABILITIES AND PARTNERS’ EQUITY							LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:	Current Liabilities:							Current Liabilities:

Accounts payable	Accounts payable	$	49,085	$	14,272	$	16,305	Accounts payable	$	80,948	$	53,912	$	51,452
Deferred revenue	Deferred revenue	186,526		183,354		156,488		Deferred revenue	297,930		187,599		275,506
Accrued interest	Accrued interest	58,919		33,718		50,666		Accrued interest	31,374		32,011		34,402
Accrued taxes	Accrued taxes	14,706		10,775		13,307		Accrued taxes	17,734		9,075		13,002
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	63,641		24,975		20,696		Accrued salaries, wages and benefits	30,358		53,833		28,344
Self-insurance reserves	Self-insurance reserves	24,286		22,322		22,037		Self-insurance reserves	24,662		24,573		22,336
Other accrued liabilities	Other accrued liabilities	19,440		10,565		17,864		Other accrued liabilities	26,388		20,511		17,913
		416,603		299,981		297,363			509,394		381,514		442,955
Deferred Tax Liability	Deferred Tax Liability	47,538		39,595		2,525		Deferred Tax Liability	62,956		66,483		38,488
Derivative Liability	Derivative Liability	28,504		39,086		38,713		Derivative Liability	—		20,086		31,690
Lease Liability	Lease Liability	11,146		10,483		9,873		Lease Liability	14,548		13,345		10,620
Non-Current Deferred Revenue		24,037		10,508		36,180

Other Liabilities	Other Liabilities	5,261		5,952		6,260		Other Liabilities	9,847		11,144		21,325
Long-Term Debt:	Long-Term Debt:							Long-Term Debt:

Revolving credit loans								Revolving credit loans	90,000		—		—
Term debt	Term debt	257,559		255,025		256,358		Term debt	190,920		258,391		256,713
Notes	Notes	2,706,484		2,699,219		2,405,576		Notes	2,265,114		2,260,545		2,704,002
		2,964,043		2,954,244		2,661,934			2,546,034		2,518,936		2,960,715
Partners’ Deficit	Partners’ Deficit							Partners’ Deficit
Special L.P. interests	Special L.P. interests	5,290		5,290		5,290		Special L.P. interests	5,290		5,290		5,290
General partner	General partner	(7)		(7)		(6)		General partner	(7)		(7)		(9)
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		1,734		2,599		14,308
Limited partners, 57,040, 56,854 and 56,829 units outstanding as of June 26, 2022, December 31, 2021 and June 27, 2021, respectively								Limited partners, 57,040, 56,854 and 56,829 units outstanding as of June 26, 2022, December 31, 2021 and June 27, 2021, respectively	(745,680)		(712,714)		(840,663)
Accumulated other comprehensive income (loss)								Accumulated other comprehensive income (loss)	14,615		8,943		(6,178)
		(682,645)		(666,437)		(551,330)			(725,782)		(698,488)		(841,560)
		$	2,814,487	$	2,693,412	$	2,501,518		$	2,416,997	$	2,313,020	$	2,664,233


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
Net revenues:	Net revenues:									Net revenues:
Admissions	Admissions	$	381,777	$	33,411	$	480,849	$	60,728	Admissions	$	253,494	$	99,072	$	302,930	$	99,072
Food, merchandise and games	Food, merchandise and games	235,619		34,462		326,810		57,269		Food, merchandise and games	177,153		83,945		213,868		91,191
Accommodations, extra-charge products and other	Accommodations, extra-charge products and other	136,008		19,584		179,624		29,681		Accommodations, extra-charge products and other	78,844		41,120		91,528		43,616
		753,404		87,457		987,283		147,678			509,491		224,137		608,326		233,879
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of food, merchandise, and games revenues	Cost of food, merchandise, and games revenues	59,502		11,638		85,438		20,028		Cost of food, merchandise, and games revenues	49,162		23,630		59,986		25,936
Operating expenses	Operating expenses	273,426		100,818		495,525		274,169		Operating expenses	232,421		155,945		352,271		222,099
Selling, general and administrative	Selling, general and administrative	90,863		28,145		168,279		76,681		Selling, general and administrative	65,601		47,066		106,387		77,416
Depreciation and amortization	Depreciation and amortization	77,461		67,436		112,906		127,447		Depreciation and amortization	49,037		33,992		58,636		35,445
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	2,397		727		5,873		8,530		Loss on impairment / retirement of fixed assets, net	1,199		1,937		2,747		3,476
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)		Gain on sale of investment	—		—		—		(2)
		503,649		224,571		868,019		610,843			397,420		262,570		580,027		364,370
Operating income (loss)	Operating income (loss)	249,755		(137,114)		119,264		(463,165)		Operating income (loss)	112,071		(38,433)		28,299		(130,491)
Interest expense	Interest expense	46,270		40,376		136,371		104,341		Interest expense	40,214		46,005		78,337		90,101
Net effect of swaps	Net effect of swaps	(3,186)		(1,558)		(10,582)		19,780		Net effect of swaps	(7,739)		(3,834)		(21,941)		(7,396)
Loss on early debt extinguishment	Loss on early debt extinguishment	—		317		4		2,013		Loss on early debt extinguishment	—		—		—		4
Loss (gain) on foreign currency	Loss (gain) on foreign currency	15,163		(9,567)		(1,741)		11,984		Loss (gain) on foreign currency	9,845		(11,099)		9,860		(16,904)
Other income	Other income	(243)		(28)		(348)		(337)		Other income	(394)		(27)		(443)		(105)
Income (loss) before taxes	Income (loss) before taxes	191,751		(166,654)		(4,440)		(600,946)		Income (loss) before taxes	70,145		(69,478)		(37,514)		(196,191)
Provision (benefit) for taxes	Provision (benefit) for taxes	43,764		(30,393)		16,859		(116,156)		Provision (benefit) for taxes	19,373		(10,608)		223		(26,905)
Net income (loss)	Net income (loss)	147,987		(136,261)		(21,299)		(484,790)		Net income (loss)	50,772		(58,870)		(37,737)		(169,286)
Net income (loss) allocated to general partner	Net income (loss) allocated to general partner	2		(1)		—		(5)		Net income (loss) allocated to general partner	1		(1)		—		(2)
Net income (loss) allocated to limited partners	Net income (loss) allocated to limited partners	$	147,985	$	(136,260)	$	(21,299)	$	(484,785)	Net income (loss) allocated to limited partners	$	50,771	$	(58,869)	$	(37,737)	$	(169,284)

Net income (loss)	Net income (loss)	$	147,987	$	(136,261)	$	(21,299)	$	(484,790)	Net income (loss)	$	50,772	$	(58,870)	$	(37,737)	$	(169,286)
Other comprehensive income (loss), (net of tax):	Other comprehensive income (loss), (net of tax):									Other comprehensive income (loss), (net of tax):
Foreign currency translation adjustment	Foreign currency translation adjustment	7,912		(4,820)		(865)		4,562		Foreign currency translation adjustment	2,819		(5,686)		5,672		(8,777)

Other comprehensive income (loss), (net of tax)	Other comprehensive income (loss), (net of tax)	7,912		(4,820)		(865)		4,562		Other comprehensive income (loss), (net of tax)	2,819		(5,686)		5,672		(8,777)
Total comprehensive income (loss)	Total comprehensive income (loss)	$	155,899	$	(141,081)	$	(22,164)	$	(480,228)	Total comprehensive income (loss)	$	53,591	$	(64,556)	$	(32,065)	$	(178,063)
Basic income (loss) per limited partner unit:	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	56,628		56,497		56,601		56,469		Weighted average limited partner units outstanding	56,760		56,622		56,720		56,588
Net income (loss) per limited partner unit	Net income (loss) per limited partner unit	$	2.61	$	(2.41)	$	(0.38)	$	(8.58)	Net income (loss) per limited partner unit	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)
Diluted income (loss) per limited partner unit:	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	57,009		56,497		56,601		56,469		Weighted average limited partner units outstanding	57,127		56,622		56,720		56,588
Net income (loss) per limited partner unit	Net income (loss) per limited partner unit	$	2.60	$	(2.41)	$	(0.38)	$	(8.58)	Net income (loss) per limited partner unit	$	0.89	$	(1.04)	$	(0.67)	$	(2.99)


For the three months ended	For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit		For the three months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of June 28, 2020		56,707	$	(436,275)	$	(5)	$	5,290	$	19,128	$	(411,862)
Balance as of March 28, 2021													Balance as of March 28, 2021	56,828	$	(785,400)	$	(8)	$	5,290	$	(492)	$	(780,610)
Net loss	Net loss	—	(136,260)		(1)		—		—		(136,261)		Net loss	—	(58,869)		(1)		—		—		(58,870)
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		Limited partnership units related to equity-based compensation	1	3,619		—		—		—		3,619
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1)		—		—		—		(1)		Tax effect of units involved in treasury unit transactions	—	(13)		—		—		—		(13)
Foreign currency translation adjustment, net of tax $(711)		—	—		—		—		(4,820)		(4,820)
Foreign currency translation adjustment, net of tax $(801)													Foreign currency translation adjustment, net of tax $(801)	—	—		—		—		(5,686)		(5,686)

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)	Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)

Balance as of March 27, 2022													Balance as of March 27, 2022	57,042	$	(804,659)	$	(8)	$	5,290	$	11,796	$	(787,581)
Net income	Net income	—	147,985		2		—		—		147,987		Net income	—	50,771		1		—		—		50,772

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	13	3,096		—		—		—		3,096		Limited partnership units related to equity-based compensation	(2)	8,218		—		—		—		8,218
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(80)		—		—		—		(80)		Tax effect of units involved in treasury unit transactions	—	(10)		—		—		—		(10)
Foreign currency translation adjustment, net of tax $1,083		—	—		—		—		7,912		7,912
Foreign currency translation adjustment, net of tax $982													Foreign currency translation adjustment, net of tax $982	—	—		—		—		2,819		2,819

Balance as of September 26, 2021		56,842	$	(689,662)	$	(7)	$	5,290	$	1,734	$	(682,645)
Balance as of June 26, 2022													Balance as of June 26, 2022	57,040	$	(745,680)	$	(7)	$	5,290	$	14,615	$	(725,782)

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		56,666	$	(25,001)	$	(1)	$	5,290	$	9,746	$	(9,966)
Net loss		—	(484,785)		(5)		—		—		(484,790)
Partnership distribution declared ($0.935 per unit)		—	(53,020)		—		—		—		(53,020)
Limited partnership units related to equity-based compensation		40	(6,354)		—		—		—		(6,354)
Tax effect of units involved in treasury unit transactions		—	(1,762)		—		—		—		(1,762)
Foreign currency translation adjustment, net of tax $1,201		—	—		—		—		4,562		4,562

Balance as of September 27, 2020		56,706	$	(570,922)	$	(6)	$	5,290	$	14,308	$	(551,330)
For the six months ended													For the six months ended	Limited Partnership Units Outstanding	Limited Partners’ Deficit		General Partner’s Deficit		Special L.P. Interests		Accumulated Other Comprehensive Income (Loss)		Total Partners’ Deficit
Balance as of December 31, 2020	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	—	(21,299)		—		—		—		(21,299)		Net loss	—	(169,284)		(2)		—		—		(169,286)

Limited partnership units related to equity-based compensation	Limited partnership units related to equity-based compensation	136	7,597		—		—		—		7,597		Limited partnership units related to equity-based compensation	123	4,501		—		—		—		4,501
Tax effect of units involved in treasury unit transactions	Tax effect of units involved in treasury unit transactions	—	(1,641)		—		—		—		(1,641)		Tax effect of units involved in treasury unit transactions	—	(1,561)		—		—		—		(1,561)
Foreign currency translation adjustment, net of tax $(145)		—	—		—		—		(865)		(865)
Foreign currency translation adjustment, net of tax $(1,228)													Foreign currency translation adjustment, net of tax $(1,228)	—	—		—		—		(8,777)		(8,777)

Balance as of September 26, 2021		56,842	$	(689,662)	$	(7)	$	5,290	$	1,734	$	(682,645)
Balance as of June 27, 2021													Balance as of June 27, 2021	56,829	$	(840,663)	$	(9)	$	5,290	$	(6,178)	$	(841,560)

Balance as of December 31, 2021													Balance as of December 31, 2021	56,854	$	(712,714)	$	(7)	$	5,290	$	8,943	$	(698,488)
Net loss													Net loss	—	(37,737)		—		—		—		(37,737)

Limited partnership units related to equity-based compensation													Limited partnership units related to equity-based compensation	186	6,760		—		—		—		6,760
Tax effect of units involved in treasury unit transactions													Tax effect of units involved in treasury unit transactions	—	(1,989)		—		—		—		(1,989)
Foreign currency translation adjustment, net of tax $557													Foreign currency translation adjustment, net of tax $557	—	—		—		—		5,672		5,672

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


		Nine months ended					Six months ended
		September 26, 2021		September 27, 2020			June 26, 2022		June 27, 2021
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES	CASH FLOWS FROM (FOR) OPERATING ACTIVITIES					CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net loss	Net loss	$	(21,299)	$	(484,790)	Net loss	$	(37,737)	$	(169,286)
Adjustments to reconcile net loss to net cash from (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	112,906		127,447		Depreciation and amortization	58,636		35,445
Loss on early debt extinguishment	Loss on early debt extinguishment	4		2,013		Loss on early debt extinguishment	—		4
Loss on impairment of goodwill and other intangibles		—		103,999
Non-cash foreign currency (gain) loss on debt		(1,930)		13,647
Non-cash equity based compensation expense (benefit)		11,910		(1,842)
Non-cash deferred income tax provision (benefit)		7,779		(78,296)

Non-cash foreign currency gain on debt						Non-cash foreign currency gain on debt	—		(15,777)
Non-cash equity based compensation expense						Non-cash equity based compensation expense	11,883		9,007
Non-cash deferred income tax benefit						Non-cash deferred income tax benefit	(2,732)		(2,495)
Net effect of swaps	Net effect of swaps	(10,582)		19,780		Net effect of swaps	(21,941)		(7,396)
Other non-cash expenses	Other non-cash expenses	13,873		12,408		Other non-cash expenses	17,545		7,330
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
(Increase) decrease in receivables	(Increase) decrease in receivables	(27,292)		22,712		(Increase) decrease in receivables	(39,442)		(17,723)
(Increase) decrease in inventories	(Increase) decrease in inventories	10,634		(17,950)		(Increase) decrease in inventories	(24,573)		677
(Increase) decrease in tax receivable		9,908		(41,993)
(Increase) decrease in tax receivable/accrual						(Increase) decrease in tax receivable/accrual	90,123		(19,785)
(Increase) decrease in other assets	(Increase) decrease in other assets	2,374		(2,727)		(Increase) decrease in other assets	(16,245)		(14,034)
Increase (decrease) in accounts payable	Increase (decrease) in accounts payable	31,313		(3,499)		Increase (decrease) in accounts payable	19,722		33,384
Increase (decrease) in deferred revenue	Increase (decrease) in deferred revenue	16,631		32,235		Increase (decrease) in deferred revenue	109,627		97,157
Increase (decrease) in accrued interest	Increase (decrease) in accrued interest	25,181		29,380		Increase (decrease) in accrued interest	(637)		617
Increase (decrease) in accrued salaries, wages and benefits	Increase (decrease) in accrued salaries, wages and benefits	38,659		(8,796)		Increase (decrease) in accrued salaries, wages and benefits	(23,428)		3,334
Increase (decrease) in other liabilities	Increase (decrease) in other liabilities	10,059		820		Increase (decrease) in other liabilities	5,447		6,560
Net cash from (for) operating activities	Net cash from (for) operating activities	230,128		(275,452)		Net cash from (for) operating activities	146,248		(52,981)
CASH FLOWS FOR INVESTING ACTIVITIES	CASH FLOWS FOR INVESTING ACTIVITIES					CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(39,548)		(120,883)		Capital expenditures	(95,790)		(25,491)

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

Net cash for investing activities	Net cash for investing activities	(38,143)		(118,774)		Net cash for investing activities	(95,790)		(24,086)
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES						CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings on revolving credit loans						Net borrowings on revolving credit loans	90,000		—

Note borrowings		—		1,000,000
Term debt payments	Term debt payments	—		(465,125)		Term debt payments	(69,000)		—

Distributions paid to partners		—		(53,020)

Payment of debt issuance costs	Payment of debt issuance costs	(132)		(35,738)		Payment of debt issuance costs	—		(77)
Payments related to tax withholding for equity compensation	Payments related to tax withholding for equity compensation	(4,583)		(4,624)		Payments related to tax withholding for equity compensation	(5,126)		(4,507)
Other	Other	(1,371)		(1,650)		Other	(1,987)		(1,563)
Net cash (for) from financing activities		(6,086)		439,843
Net cash from (for) financing activities						Net cash from (for) financing activities	13,887		(6,147)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	26		(2,399)		EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(535)		(926)
CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS					CASH AND CASH EQUIVALENTS
Net increase for the period		185,925		43,218
Net increase (decrease) for the period						Net increase (decrease) for the period	63,810		(84,140)
Balance, beginning of period	Balance, beginning of period	376,736		182,252		Balance, beginning of period	61,119		376,736
Balance, end of period	Balance, end of period	$	562,661	$	225,470	Balance, end of period	$	124,929	$	292,596
SUPPLEMENTAL INFORMATION	SUPPLEMENTAL INFORMATION					SUPPLEMENTAL INFORMATION
Cash payments for interest expense	Cash payments for interest expense	$	102,682	$	69,780	Cash payments for interest expense	$	74,345	$	83,937
Interest capitalized	Interest capitalized	1,457		1,961		Interest capitalized	1,468		1,150
Net cash payments for income taxes		5,578		7,533
Net cash refunds for income taxes						Net cash refunds for income taxes	(78,931)		(10)
Capital expenditures in accounts payable	Capital expenditures in accounts payable	6,560		1,146		Capital expenditures in accounts payable	14,715		8,302

The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, had a continuing negative impact in 2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted, including reduced operating days per week and operating hours within each operating ~~day.~~day and earlier closure of certain parks than a typical operating year. Following March 14, 2020, Knott's Berry Farm's partial operations in 2020 were limited to culinary festivals.

In May 2021, we opened all of our U.S. properties for the 2021 operating season on a staggered basis with capacity restrictions, guest reservations, and other operating protocols in place. Our 2021 operating calendars were designed to align with anticipated capacity restrictions, guest demand and labor availability, including fewer operating days in July and August at some of our smaller properties and additional operating days in ~~September.~~September and the fourth quarter at most of our properties. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to ~~secure~~hire additional labor, we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were also able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland ~~is operating~~operated with capacity restrictions, guest reservations, and other operating protocols in ~~place.~~place throughout 2021.

Our future operations are dependent on factors outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects. Furthermore, management has made significant estimates and assumptions to ~~determine our liquidity requirements and~~ estimate the impact of the COVID-19 pandemic on our business, including financial results in the near and long-term. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.

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,~~2021, which were included in the Form 10-K filed on February ~~19, 2021.~~18, 2022. 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. In January 2021, the FASB amended ASU 2020-04 by issuing Accounting Standards Update No. 2021-01, Reference Rate Reform Scope ("ASU 2021-01"). ASU 2021-01 clarifies the scope of optional expedients and exceptions to derivatives that are affected by the discounting transition. We are in the process of evaluating the effect ~~this standard~~these standards 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 March, 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. For those operating costs that are 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 represented each park's planned operating days. Pre-COVID-19 budgeted operating days more accurately reflected incurred expense, resulted in greater consistency between parks and with historical results, and was more consistent with our interim reporting accounting procedures compared with updating our procedures to recognize expense over the much fewer actual operating days in 2020.

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


		Three months ended				Nine months ended					Three months ended				Six months ended
(In thousands)	(In thousands)	September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020		(In thousands)	June 26, 2022		June 27, 2021		June 26, 2022		June 27, 2021
In-park revenues	In-park revenues	$	692,013	$	61,764	$	882,679	$	106,008	In-park revenues	$	466,987	$	190,666	$	552,523	$	190,666
Out-of-park revenues	Out-of-park revenues	83,074		29,051		134,054		46,705		Out-of-park revenues	59,622		40,833		76,114		50,980
Concessionaire remittance	Concessionaire remittance	(21,683)		(3,358)		(29,450)		(5,035)		Concessionaire remittance	(17,118)		(7,362)		(20,311)		(7,767)
Net revenues	Net revenues	$	753,404	$	87,457	$	987,283	$	147,678	Net revenues	$	509,491	$	224,137	$	608,326	$	233,879

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 received a full season of access to our parks. In addition, four of our parks provided their season pass holders a loyalty reward to be used on purchases within the park during the 2021 operating season. We identified the loyalty reward as a separate performance obligation and allocated revenue to the season pass and loyalty reward in a manner consistent with other bundled products. The extended validity of the 2020 season-long products ~~and~~

~~to a much lesser extent the loyalty reward offering,~~ resulted in a significant amount of revenue ~~being~~ deferred from 2020 into 2021. All 2020 and 2021 season-long product revenue had been recognized as of December 31, 2021 except for season-long product extensions into 2022 at two parks. In the first quarter of 2021, ~~and in addition to the extended validity through 2021,~~ Knott's Berry Farm ~~also~~ offered a further day-for-day extension into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in ~~2021, as well as a further~~2021. The extension for ~~out-of-state season pass holders due to more restrictive state guidelines for out-of-state visitors.~~the 2020 and 2021 season-long products at Knott's Berry Farm concluded during the second quarter of 2022 and all related revenue had been recognized. In the second quarter of 2021, Canada's Wonderland extended its 2020 and 2021 ~~season passes~~season-long products through September 5, 2022. All Canada's Wonderland 2020 and 2021 season-long product revenue is expected to be recognized by the

Of the ~~$183.4~~$187.6 million of current deferred revenue recorded as of January 1, ~~2021, 90%~~2022, 91% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, ~~marina deposits,~~prepaid games cards, advanced resort reservations, marina deposits and other deferred revenue. Approximately ~~$141~~$84 million of the current deferred revenue balance as of January 1, ~~2021~~2022 was recognized during the ~~nine~~six months ended ~~September~~June 26, ~~2021. We~~2022. As of January 1, 2022 and June 26, 2022, we also had recorded ~~$10.5~~$10.0 million and $8.7 million, respectively, of non-current deferred revenue ~~as of January 1, 2021~~ which largely represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through ~~2039.~~

~~Most deferred revenue from contracts with customers is classified as current within~~2027 following 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 Augustsale 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 dueland under California's Great America; see Note 11. Prior to the ~~extension of~~sale, 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 theprepaid lease ~~of a portion of the California's Great America parking lot.~~payments were being recognized through 2039.

Payment is due immediately on the transaction date for most products. Our receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, ~~(and 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 in a typical operating year 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 ~~September~~June 26, ~~2021,~~2022, December 31, ~~2020~~2021 and ~~September~~June 27, ~~2020,~~2021, we recorded a ~~$14.4~~$13.6 million, ~~$8.7~~$5.7 million and ~~$8.5~~$10.8 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.~~trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. Due to the effects of the COVID-19 pandemic and given the uncertainty around the timing of the reopening of our parks, we paused collections on our installment purchase plans in April 2020. For those parks which opened during the summer of 2020, we resumed collections of guest payments on installment purchase products as each of these parks opened for the 2020 operating season. For those parks which did not open during the summer of 2020, we resumed collections of guest payments in April 2021, except for Canada's Wonderland where we resumed collections in June 2021. All 2020 and 2021 installment plans had concluded as of December 31, 2021.

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~~decrease in ~~expected future cash flows;~~the market price of a ~~sustained,~~long-lived asset; a significant ~~decline~~adverse change in ~~equity price and market capitalization;~~the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; ~~unanticipated competition;~~an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and ~~slower growth rates.~~a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the unaudited condensed consolidated financial statements.

As of June 26, 2022, we classified the land at California's Great America totaling $150.6 million as held for sale within the unaudited condensed consolidated balance sheet. We completed a sale of the land on June 27, 2022; see Note 11. Concurrently with the sale, we entered into a lease contract that allows us to operate the park during a six-year term with an option to extend the term for an additional five years. Upon termination of the lease, we will remove the rides and attractions from the land. As a result, during the second quarter of 2022, we changed the estimated useful lives of the remaining property and equipment at California's Great America to an approximate 5.5-year period, or through December 31, 2027. We expect this to result in an approximate $8 million increase in annual depreciation expense over the 5.5-year period. We may dispose of the remaining property and equipment at California's Great America significantly before the end of their previously estimated useful lives if the assets are not sold to a third party or transferred for an alternate use. As a result, we also tested the long-lived assets at California's Great America for impairment, which resulted in no impairment. The fair value of the long-lived assets was determined using a replacement cost approach.

We concluded no other indicators of impairment ~~did not exist~~existed during the first ~~nine~~six months of ~~2021.~~2022 and 2021, respectively. We based our ~~conclusion~~conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our 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 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 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 nine months~~second quarter of ~~2021,~~2022, we concluded the useful life of the trade name, California's Great America, was no longer indefinite due to the anticipated sale of the land and the eventual disposal of the remaining assets; see Note 11. As a result, we tested the California's Great America trade name totaling $0.7 million for impairment resulting in no impairment charges. The fair value of the trade name was calculated using a relief-from-royalty model. We began amortizing the trade name over an approximate 5.5-year period, or through December 31, 2027, during the second quarter of 2022.

We concluded no other indicators of impairment ~~did not exist.~~existed during the first six months of 2022 and 2021, respectively. We based our ~~conclusion~~conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our 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
September 26, 2021
June 26, 2022								June 26, 2022
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,511	$	—	$	49,511	Trade names	$	49,238	$	—	$	49,238
License / franchise agreements	License / franchise agreements	4,262		(3,646)		616		License / franchise agreements	4,295		(3,831)		464
Total other intangible assets	Total other intangible assets	$	53,773	$	(3,646)	$	50,127	Total other intangible assets	$	53,533	$	(3,831)	$	49,702

December 31, 2020
December 31, 2021								December 31, 2021
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	49,454	$	—	$	49,454	Trade names	$	49,515	$	—	$	49,515
License / franchise agreements	License / franchise agreements	4,259		(3,425)		834		License / franchise agreements	4,262		(3,783)		479
Total other intangible assets	Total other intangible assets	$	53,713	$	(3,425)	$	50,288	Total other intangible assets	$	53,777	$	(3,783)	$	49,994

September 27, 2020
June 27, 2021								June 27, 2021
Other intangible assets:	Other intangible assets:							Other intangible assets:
Trade names	Trade names	$	48,764	$	—	$	48,764	Trade names	$	49,951	$	—	$	49,951
License / franchise agreements	License / franchise agreements	4,257		(3,304)		953		License / franchise agreements	4,263		(3,463)		800
Total other intangible assets	Total other intangible assets	$	53,021	$	(3,304)	$	49,717	Total other intangible assets	$	54,214	$	(3,463)	$	50,751


(In thousands)	(In thousands)	September 26, 2021		December 31, 2020		September 27, 2020		(In thousands)	June 26, 2022		December 31, 2021		June 27, 2021

U.S. term loan averaging 1.86% YTD 2021; 2.70% in 2020; 2.85% YTD 2020 (1)		$	264,250	$	264,250	$	264,250
Revolving credit facility								Revolving credit facility	$	90,000	$	—	$	—
U.S. term loan averaging 2.19% YTD 2022; 1.85% in 2021; 1.87% YTD 2021 (1)								U.S. term loan averaging 2.19% YTD 2022; 1.85% in 2021; 1.87% YTD 2021 (1)	195,250		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
2025 U.S. fixed rate senior secured notes at 5.500%	2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000		2025 U.S. fixed rate senior secured notes at 5.500%	1,000,000		1,000,000		1,000,000
2027 U.S. fixed rate senior unsecured notes at 5.375%	2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000		2027 U.S. fixed rate senior unsecured notes at 5.375%	500,000		500,000		500,000
2028 U.S. fixed rate senior unsecured notes at 6.500%	2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		—		2028 U.S. fixed rate senior unsecured notes at 6.500%	300,000		300,000		300,000
2029 U.S. fixed rate senior unsecured notes at 5.250%	2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000		2029 U.S. fixed rate senior unsecured notes at 5.250%	500,000		500,000		500,000
		3,014,250		3,014,250		2,714,250			2,585,250		2,564,250		3,014,250

Less current portion								Less current portion	—		—		—
									2,585,250		2,564,250		3,014,250
Less debt issuance costs and original issue discount	Less debt issuance costs and original issue discount	(50,207)		(60,006)		(52,316)		Less debt issuance costs and original issue discount	(39,216)		(45,314)		(53,535)
		$	2,964,043	$	2,954,244	$	2,661,934		$	2,546,034	$	2,518,936	$	2,960,715

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 required on our senior secured term loan facility. During the second quarter of 2022, we made a $69.0 million payment on our outstanding senior secured term loan facility which was required pursuant to certain loan covenants. In September 2020, in response to the continuing effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement ~~(subsequently referred to as the "Third Amended 2017 Credit Agreement" or~~(the "Third Amendment") to further suspend and revise certain of the financial covenants and extend the maturity of and adjust the terms that apply to a portion of our senior secured revolving credit facility. We also amended the 2017 Credit Agreement in December 2021 to allow for the redemption of the 2024 senior notes and in February 2022 to allow for larger sale and leaseback transactions. The facilities provided under the ~~Third Amended~~ 2017 Credit Agreement, as amended, are collateralized by substantially all of the assets of the Partnership.

as amended, was $300 million with a Canadian sub-limit of $15 million. ~~Senior~~The senior secured revolving credit facility ~~borrowings following the Second Amendment bore~~bears interest at LIBOR plus ~~300~~350 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 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,~~revolving credit facility, in each case without any ~~step-downs. The terms of the remaining~~step-downs, and matures in December 2023. In April 2022, $75 million ~~available under~~of the senior secured revolving credit facility ~~remain unchanged from~~capacity under the ~~Second Amendment. Prior to~~2017 Credit Agreement matured, and the ~~Second Amendment and Third Amendment, our~~outstanding borrowings were repaid. While such $75 million of senior secured revolving credit facility ~~had a combined limit~~capacity was available, borrowings under this portion of ~~$275 million with a Canadian sub-limit of $15 million and~~the revolver capacity bore interest at LIBOR plus 300 bps or CDOR plus 200 ~~bps.~~bps, and the unused portion of this revolving credit facility capacity required the payment of a 37.5 bps commitment fee per annum. The ~~Third Amended~~ 2017 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit. AsAfter outstanding borrowings of ~~September 26, 2021, no~~$90.0 million and letters of credit of $15.8 million, we had $194.2 million of available borrowings ~~were outstanding~~ under ~~the~~our revolving credit ~~facility.~~facility as of June 26, 2022.

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~~was for general corporate and working capital purposes, including fees and expenses related to the transaction.

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

In June 2014, we issued $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). The 2024 senior notes ~~pay~~paid interest semi-annually in June and December, with the principal due in full on June 1, 2024. ~~The~~On December 17, 2021, we redeemed all of the 2024 senior notes ~~may be redeemed, in whole or in part,~~ at ~~various prices depending~~a redemption price equal to 100.896% of the principal amount plus accrued and unpaid interest. As a result, we recognized a $5.9 million loss on early debt extinguishment during the ~~date redeemed.~~fourth quarter of 2021, inclusive of debt premium payments of $4.1 million and the write-off of debt issuance costs of $1.8 million.

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

In June 2019, we issued $500 million of 5.250% senior unsecured notes due 2029 ("2029 senior notes"). The 2029 senior notes pay interest semi-annually in January and July, with the principal due in full on July 15, 2029. Prior to July 15, 2022, up to 35% of the 2029 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.250% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

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

The ~~Third Amended~~ 2017 Credit Agreement, ~~includes: (i)~~as amended, includes 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~~2023. The 2017 Credit Agreement, as amended, included an Additional Restrictions Period to provide further covenant relief during 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 ofCOVID-19 pandemic. We terminated the Additional Restrictions Period ~~(which generally includes~~during the ~~period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth~~first 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~~the fourth quarter ~~without giving effect to Deemed EBITDA Quarters for any fiscal quarter.~~of 2021. We were in compliance with the applicable financial covenants under ~~the Third Amended 2017 Credit Agreement~~our credit agreement during the ~~nine~~six months ended ~~September~~June 26, ~~2021.~~2022.

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~~2027 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than ~~5.00x,~~5.25x, we can still make Restricted Payments of ~~$60~~$100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to ~~5.00x,~~5.25x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was ~~greater~~less than ~~5.00x~~5.25x as of ~~September~~June 26, ~~2021.~~2022.

We have 4 interest rate swap agreements with a notional value of $500 million that convert one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of interest rate swap agreements. As of 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 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	September 26, 2021				December 31, 2020				September 27, 2020				(In thousands)	Balance Sheet Location	Fair Value Hierarchy Level	June 26, 2022				December 31, 2021				June 27, 2021
				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	$	561	$	561	$	280	$	280	$	163	$	163	Short-term investments	Other current assets	Level 1	$	333	$	333	$	478	$	478	$	361	$	361
Interest rate swaps	Interest rate swaps	Derivative Liability (1)	Level 2	$	(28,504)	$	(28,504)	$	(39,086)	$	(39,086)	$	(43,016)	$	(43,016)	Interest rate swaps	Other Assets (Derivative Liability)	Level 2	$	1,855	$	1,855	$	(20,086)	$	(20,086)	$	(31,690)	$	(31,690)
Other financial assets (liabilities):	Other financial assets (liabilities):															Other financial assets (liabilities):
Term debt	Term debt	Long-Term Debt (2)	Level 2	$	(264,250)	$	(258,965)	$	(264,250)	$	(253,680)	$	(264,250)	$	(244,431)	Term debt	Long-Term Debt (1)	Level 2	$	(195,250)	$	(187,928)	$	(264,250)	$	(257,644)	$	(264,250)	$	(258,965)
2024 senior notes	2024 senior notes	Long-Term Debt (2)	Level 1	$	(450,000)	$	(454,500)	$	(450,000)	$	(451,125)	$	(450,000)	$	(433,125)	2024 senior notes	Long-Term Debt (1)	Level 1	—		—		—		—		$	(450,000)	$	(453,938)
2025 senior notes	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)	2025 senior notes	Long-Term Debt (1)	Level 2	$	(1,000,000)	$	(975,000)	$	(1,000,000)	$	(1,035,000)	$	(1,000,000)	$	(1,041,250)
2027 senior notes	2027 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(514,375)	$	(500,000)	$	(507,500)	$	(500,000)	$	(487,500)	2027 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(467,500)	$	(500,000)	$	(513,750)	$	(500,000)	$	(516,250)
2028 senior notes	2028 senior notes	Long-Term Debt (2)	Level 1 (3)	$	(300,000)	$	(322,500)	$	(300,000)	$	(318,000)	—		—		2028 senior notes	Long-Term Debt (1)	Level 1	$	(300,000)	$	(288,000)	$	(300,000)	$	(319,125)	$	(300,000)	$	(324,000)
2029 senior notes	2029 senior notes	Long-Term Debt (2)	Level 1	$	(500,000)	$	(512,500)	$	(500,000)	$	(505,625)	$	(500,000)	$	(476,250)	2029 senior notes	Long-Term Debt (1)	Level 1	$	(500,000)	$	(446,250)	$	(500,000)	$	(513,750)	$	(500,000)	$	(515,000)

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 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 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 Nine months ended
(In thousands, except per unit amounts) September 26, 2021 September 27, 2020 September 26, 2021 September 27, 2020
Basic weighted average units outstanding 56,628 56,497 56,601 56,469
Effect of dilutive units:
Deferred units 46 — — —
Performance units 92 — — —
Restricted units 217 — — —
Unit options 26 — — —
Diluted weighted average units outstanding 57,009 56,497 56,601 56,469
Net income (loss) per unit - basic $ 2.61 $ (2.41) $ (0.38) $ (8.58)
Net income (loss) per unit - diluted $ 2.60 $ (2.41) $ (0.38) $ (8.58)

There were approximately ~~0.3~~0.4 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the three months ended ~~September~~June 27, ~~2020~~2021, 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~~0.5 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for both of the ~~nine months~~six month periods ended ~~September~~June 26, ~~2021~~2022 and ~~September~~June 27, ~~2020, respectively,~~2021, 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, and 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.~~tax.

~~The CARES Act resulted in various changes to~~During 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%second quarter of ~~taxable income. As a result of these changes,~~2022, we expect to recognize two benefits. First, we expect to carry back tax year 2020 losses incurred by our corporate subsidiaries, which will result in the refund of a portion of federal income taxes paid during the carryback period of approximately $79.7 million. Second, as of September 26, 2021, the annual effective tax rate included a net benefit of $2.3 million from carrying back the projected tax year 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than the current 21% rate. The overall benefit of the carryback of losses was decreased by $7.2 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

~~As of September 26, 2021, $79.7~~received $77.1 million in tax refunds attributable to the net operating loss in tax year 2020 being carried back to prior years in the United ~~States, and an additional $9.5~~States. We received $11.1 million in tax refunds attributable to the net operating loss of our Canadian corporate subsidiary being carried back to prior years in Canada during the first quarter of 2022. The refunds were recorded ~~within~~as a receivable as of December 31, 2021 in "Current income tax receivable" inwithin 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.~~

At the beginning of the third quarter of 2022, on June 27, 2022, the Partnership sold the land at California's Great America for a cash purchase price of $310 million, subject to customary prorations. Concurrently with the sale of the land, we entered into a lease contract for the land that allows us to operate the park during a six year term with an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at least two years' prior notice. The annual base rent under the lease will initially be $12.2 million and will increase by 2.5% each year. Upon termination of the lease, we will close existing park operations and remove the rides and attractions from the land.

On August 3, 2022, we announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to repurchase units for an aggregate purchase price of not more than $250 million. The unit repurchase program will be subject to Rule 10b-18 of the Securities Exchange Act of 1934. Subject to applicable rules and regulations, we may repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other corporate considerations. No limit was placed on the duration of the repurchase program. The unit repurchase program does not obligate the Partnership to repurchase any minimum dollar amount or specific number of units, and the program may be modified, suspended, or discontinued at any time.

During the second quarter of 2022, all of our properties had opened for the 2022 operating season without restrictions as planned. We ~~adjusted~~currently anticipate maintaining full park operating calendars for the 2022 operating season at all of our parks. However, we have and may continue to adjust ~~our 2021~~future park operating calendars as we respond to changes in guest demand, labor availability and any federal, provincial, state and local restrictions. Our future operations are dependent on factors outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects.

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

Three months ended Nine months ended
(In thousands) September 26, 2021 September 27, 2020 September 29, 2019 September 26, 2021 September 27, 2020 September 29, 2019
Net income (loss) $ 147,987 $ (136,261) $ 189,955 $ (21,299) $ (484,790) $ 169,580
Interest expense 46,270 40,376 27,967 136,371 104,341 71,814
Interest income (35) (25) (807) (66) (449) (1,121)
Provision (benefit) for taxes 43,764 (30,393) 48,815 16,859 (116,156) 43,506
Depreciation and amortization 77,461 67,436 68,335 112,906 127,447 137,828
EBITDA 315,447 (58,867) 334,265 244,771 (369,607) 421,607
Loss on early debt extinguishment — 317 — 4 2,013 —
Net effect of swaps (3,186) (1,558) 3,910 (10,582) 19,780 21,068
Non-cash foreign currency loss (gain) 15,157 (9,561) 5,617 (1,665) 12,127 (12,528)
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 2,397 727 1,675 5,873 8,530 3,781
Loss on impairment of goodwill and other intangibles — 15,818 — — 103,999 —
Gain on sale of investment — (11) — (2) (11) (617)
Acquisition-related costs — — 6,292 — 16 7,238
Other (1)
650 29 499 1,157 183 782
Adjusted EBITDA $ 333,368 $ (51,488) $ 355,188 $ 251,466 $ (224,812) $ 450,091


	Three months ended						Six months ended
(In thousands)	June 26, 2022		June 27, 2021		June 30, 2019		June 26, 2022		June 27, 2021		June 30, 2019
Net income (loss)	$	50,772	$	(58,870)	$	63,298	$	(37,737)	$	(169,286)	$	(20,375)
Interest expense	40,214		46,005		22,927		78,337		90,101		43,847
Interest income	(509)		(18)		(81)		(551)		(31)		(314)
Provision (benefit) for taxes	19,373		(10,608)		14,676		223		(26,905)		(5,309)
Depreciation and amortization	49,037		33,992		55,904		58,636		35,445		69,493
EBITDA	158,887		10,501		156,724		98,908		(70,676)		87,342
Loss on early debt extinguishment	—		—		—		—		4		—
Net effect of swaps	(7,739)		(3,834)		10,779		(21,941)		(7,396)		17,158
Non-cash foreign currency loss (gain)	9,834		(11,018)		(9,481)		9,848		(16,822)		(18,145)
Non-cash equity compensation expense	8,225		3,638		3,287		11,883		9,007		5,830
Loss on impairment / retirement of fixed assets, net	1,199		1,937		682		2,747		3,476		2,106

Gain on sale of investment	—		—		—		—		(2)		(617)
Acquisition-related costs	—		—		946		—		—		946

Other (1)	147		496		124		692		507		283
Adjusted EBITDA	$	170,553	$	1,720	$	163,061	$	102,137	$	(81,902)	$	94,903

2021. In the ~~current~~prior period and due to the effects of the COVID-19 pandemic, we postponed the opening of our parks for the 2021 operating season to May 2021, when all of our properties opened on a staggered basis except ~~for~~ our Canadian property, Canada's ~~Wonderland, which opened in July 2021.~~Wonderland. 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 third quarter of 2021. We adjusted ourThe 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 current period also included the results from limited out-of-park attractions prior to the May 2021 opening of our ~~parks from limited~~parks. Limited out-of-park ~~operations, including the operation of~~attractions included some of our hotel properties and a culinary festival at Knott's Berry Farm from March 5, 2021 through May 2, 2021.


	Six months ended				Increase (Decrease)
	June 26, 2022		June 27, 2021		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	608,326	$	233,879	$	374,447	160.1	%
Operating costs and expenses	518,644		325,451		193,193		59.4	%
Depreciation and amortization	58,636		35,445		23,191		65.4	%
Loss on impairment / retirement of fixed assets, net	2,747		3,476		(729)		N/M

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

Other Data:
Adjusted EBITDA (1)	$	102,137	$	(81,902)	$	184,039	224.7	%

Attendance	9,299		3,409		5,890		172.8	%
In-park per capita spending	$	59.42	55.94		$	3.48	6.2	%
Out-of-park revenues	$	76,114	$	50,980	$	25,134	49.3	%
Operating days	838		393		445		113.2	%

For the ~~nine-month~~six months ended June 26, 2022, net revenues totaled $608.3 million compared with $233.9 million for the six months ended June 27, 2021. The increase in net revenues was attributable to a 445 operating day increase in the current period resulting in a 5.9 million-visit increase in attendance and a $25.1 million increase in out-of-park revenues. In-park per capita spending for the six months ended ~~September~~June 26, 2022 increased 6.2% to $59.42, which represented higher levels of guest spending in admissions and food and beverage. The increase in net revenues included a $1.1 million unfavorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the six months ended June 26, 2022 increased to $518.6 million from $325.5 million for the six months ended June 27, ~~2020~~2021. This was the result of a $34.1 million increase in cost of goods sold, a $130.2 million increase in operating expenses and a $29.0 million increase in SG&A expense, all of which were largely the result of the 445 operating day increase in the current period. The majority of the $130.2 million increase in operating expenses was attributable to the increase in operating days. Additionally, the increase in operating expenses was due to an increase in full-time wages primarily related to a planned increase in head count at select parks and an increase in seasonal labor rate. The increase in operating costs and expenses included a $0.8 million favorable impact of foreign currency exchange rates at our Canadian park.

Interest expense for the six months ended June 26, 2022 decreased $11.8 million due to the redemption of the 2024 senior notes in December 2021. The net effect of our swaps resulted in a benefit to earnings of $21.9 million for the six months ended June 26, 2022 compared with a $7.4 million benefit to earnings for the six months ended June 27, 2021. The difference was attributable to the change in fair value of our swap portfolio. During the current period, we also recognized a $9.9 million net charge to earnings for foreign currency gains and losses compared with a $16.9 million net benefit for the six months ended

As described above, the results for the six months ended June 26, 2022 were not directly comparable with the results for the six months ended June 27, 2021 due to the effects of the COVID-19 ~~pandemic, our properties closed on March 14, 2020. Eight~~pandemic. Therefore, we included a comparison of our ~~13 properties resumed partial operations~~current period results with the six months ended June 30, 2019. While the 2019 results are more comparable to our 2022 results, the 2022 results are also not directly comparable with the 2019 results due to the acquisition of Schlitterbahn Waterpark and Resort New Braunfels and Schlitterbahn Waterpark Galveston ("Schlitterbahn parks") on July 1, 2019 and a ~~staggered basis during~~four day natural calendar shift following three years of passed time. The current six-month period included 838 operating days compared with a total of 827 operating days for the ~~third quarter~~six-month period ended June 30, 2019. Of the 838 current period operating days, 105 operating days were at the Schlitterbahn parks. Excluding the Schlitterbahn parks, operating days for the six months ended June 26, 2022 decreased 94 operating days compared with the six months ended June 30, 2019 due to the four day calendar shift and a planned reduction of 2020 with opening dates beginning in mid-June and continuing through mid-July. During this time, we also reopened operations at some of our out-of-park operations, such as hotel operations. Following March 14, 2020, Knott's Berry Farm's partial operations were limited to culinary festivals which were classified as out-of-park revenues. The 2020 results also included daily operations at Knott's Berry Farm and 16early-season operating days at ~~the Schlitterbahn parks prior to the March 14, 2020 closure~~some of our properties.


	Six months ended				Increase (Decrease)
	June 26, 2022		June 30, 2019		$		%
	(Amounts in thousands, except per capita and operating days)
Net revenues	$	608,326	$	503,167	$	105,159	20.9	%
Operating costs and expenses	518,644		414,880		103,764		25.0	%
Depreciation and amortization	58,636		69,493		(10,857)		(15.6)	%
Loss on impairment / retirement of fixed assets, net	2,747		2,106		641		N/M

Gain on sale of investment	—		(617)		617		N/M
Operating income	$	28,299	$	17,305	$	10,994	63.5	%

Other Data:
Adjusted EBITDA (1)	$	102,137	$	94,903	$	7,234	7.6	%

Attendance	9,299		9,675		(376)		(3.9)	%
In-park per capita spending (2)	$	59.42	$	47.09	$	12.33	26.2	%
Out-of-park revenues (2)	$	76,114	$	64,105	$	12,009	18.7	%
Operating days	838		827		11		1.3	%

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

particularly admissions, food and beverage and extra-charge spending, and was driven by both increased pricing and increased transactions. The increase in out-of-park revenues was attributable to increased online transaction fees charged to customers, higher sales at Knott's Berry Farm's Marketplace, as well as revenues from the Resort at Schlitterbahn New Braunfels which was acquired in July 2019. The decline in attendance was driven by 94 fewer operating days at our legacy parks (excluding the Schlitterbahn parks), an expected slower recovery in group sales attendance, and the planned reduction of low-value ticket programs.

Operating costs and expenses for the six months ended June 26, 2022 increased $103.8 million compared with the six months ended June 30, 2019. This was the result of a $12.5 million increase in cost of goods sold, a $76.3 million increase in operating expenses and a $14.9 million increase in SG&A expense. Cost of goods sold as a percentage of food, merchandise and games revenue increased 1%. The increase in operating expenses was attributable to higher full-time wages primarily related to a planned increase in head count at select parks, an increase in seasonal labor rate, higher related employee benefits, and the inclusion of the results of the Schlitterbahn parks. The increase in SG&A expense was largely due to an increase in full-time wages, including an increase in equity-based compensation plan expense due to improved company performance, as well as an increase in transaction fees. These increases in SG&A expense were offset by a decline in advertising costs driven by a more efficient marketing program.

Interest expense for the six months ended June 26, 2022 increased $34.5 million compared with the six months ended June 30, 2019 due to interest incurred on the 2025 senior notes, 2028 senior notes and 2029 senior notes offset in part by the impact of the redemption of the 2024 senior notes in December 2021. The 2025 senior notes and the 2028 senior notes were issued in 2020 as a result of the COVID-19 pandemic, and the 2029 senior notes were issued at the end of the second quarter of 2019 in coordination with the acquisition of the Schlitterbahn parks. The net effect of our swaps resulted in a benefit to earnings of $21.9 million for the six months ended June 26, 2022 compared with a $17.2 million charge to earnings for the six months ended June 30, 2019. The difference was attributable to the change in fair value of our swap portfolio. During the current period, we also recognized a $9.9 million net charge to earnings for foreign currency gains and losses compared with an $18.1 million net benefit for the six months ended June 30, 2019. The amounts primarily represented the remeasurement of U.S. dollar denominated debt to the Canadian entity's functional currency.

Due to the effects of the COVID-19 pandemic, the results for the three months ended June 26, 2022 were not directly comparable with the results for the three months ended June 27, 2021. The current three-month period included 708 operating days compared with 393 operating days for the three-month period ended June 27, 2021. In the prior period and due to the effects of the COVID-19 pandemic, we postponed the opening of our parks for the 2021 operating season to May 2021, when all of our properties opened on a staggered basis except our Canadian property, Canada's Wonderland. Upon opening in 2021, park operating calendars were reduced, guest reservations were required and ~~September~~some operating restrictions were in place. The 2021 period also included the results from limited out-of-park attractions prior to the May 2021 opening of our parks. Limited out-of-park attractions included some of our hotel properties and a culinary festival at Knott's Berry Farm that ran through May 2, 2021.


		Nine months ended				Increase (Decrease)					Three months ended				Increase (Decrease)
		September 26, 2021		September 27, 2020		$		%			June 26, 2022		June 27, 2021		$		%
		(Amounts in thousands, except per capita and operating days)									(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	987,283	$	147,678	$	839,605	N/M		Net revenues	$	509,491	$	224,137	$	285,354	127.3	%
Operating costs and expenses	Operating costs and expenses	749,242		370,878		378,364		102.0	%	Operating costs and expenses	347,184		226,641		120,543		53.2	%
Depreciation and amortization	Depreciation and amortization	112,906		127,447		(14,541)		(11.4)	%	Depreciation and amortization	49,037		33,992		15,045		44.3	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	5,873		8,530		(2,657)		N/M		Loss on impairment / retirement of fixed assets, net	1,199		1,937		(738)		N/M
Loss on impairment of goodwill and other intangibles		—		103,999		(103,999)		N/M
Gain on sale of investment		(2)		(11)		9		N/M

Operating income (loss)	Operating income (loss)	$	119,264	$	(463,165)	$	582,429	125.7	%	Operating income (loss)	$	112,071	$	(38,433)	$	150,504	N/M

Other Data:	Other Data:									Other Data:
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	251,466	$	(224,812)	$	476,278	N/M		Adjusted EBITDA (1)	$	170,553	$	1,720	$	168,833	N/M

Attendance	Attendance	14,178		2,280		11,898		N/M		Attendance	7,846		3,409		4,437		130.2	%
In-park per capita spending	In-park per capita spending	$	62.26	$	46.49	$	15.77	33.9	%	In-park per capita spending	$	59.52	55.94		$	3.58	6.4	%
Out-of-park revenues	Out-of-park revenues	$	134,054	$	46,705	$	87,349	187.0	%	Out-of-park revenues	$	59,622	$	40,833	$	18,789	46.0	%
Operating days	Operating days	1,381		443		938		N/M		Operating days	708		393		315		80.2	%

For the ~~nine~~three months ended ~~September~~June 26, ~~2021,~~2022, net revenues totaled ~~$987.3~~$509.5 million compared with ~~$147.7~~$224.1 million for the ~~nine~~three months ended ~~September~~June 27, ~~2020.~~2021. The increase in net revenues was attributable to ~~the 938~~a 315 operating day increase in the current period resulting in ~~an 11.9~~a 4.4 million-visit increase in attendance and an ~~$87.3~~$18.8 million increase in out-of-park revenues. In-park per capita spending for the ~~nine~~three months ended ~~September~~June 26, ~~2021~~2022 increased ~~34%~~6.4% to ~~$62.26,~~$59.52, which represented higher levels of guest spending ~~across all key revenue categories, particularly~~in admissions and ~~extra-charge attractions, including front-of-line FastLane products,~~food and ~~was driven by increases in pricing and volume.~~beverage. The increase in net revenues included a ~~$4.7~~$1.6 million ~~favorable~~unfavorable impact of foreign currency exchange rates at our Canadian park.

Operating costs and expenses for the ~~nine~~three months ended ~~September~~June 26, ~~2021~~2022 increased to ~~$749.2~~$347.2 million from ~~$370.9~~$226.6 million for the ~~nine~~three months ended ~~September~~June 27, ~~2020.~~2021. This was the result of a ~~$65.4~~$25.5 million increase in cost of goods sold, a ~~$221.4~~$76.5 million increase in operating expenses and ~~a $91.6~~an $18.5 million increase in SG&A expense, all of which were largely the result of the ~~938~~315 operating day increase in the current period. ~~While the~~The majority of the ~~$221.4 million increase~~increases in operating expenses and SG&A expenses was attributable to the increase in operating ~~days, there~~days. Additionally, the increase in operating expenses was ~~also a meaningful~~due to an increase in seasonal labor rate and an increase in ~~order to recruit~~

~~employees in a challenging labor market, as well as higher~~ full-time wages ~~including accrued bonus plans. Similarly, the $91.6 million~~primarily related to a planned increase in ~~SG&A expense was driven by resumed park operations in 2021. However,~~head count at select parks. In addition, the increase in SG&A expense was also ~~driven by~~attributable to an increase in ~~full-time wages, particularly for accrued bonus plans and~~ equity-based compensation ~~plans, as well as current period consulting fees incurred as a result of a business optimization program.~~plan expense due to improved company performance. The increase in operating costs and expenses included a ~~$2.4~~$0.9 million ~~unfavorable~~favorable impact of foreign currency exchange rates at our Canadian park.

Depreciation and amortization expense for the ~~nine~~three months ended ~~September~~June 26, ~~2021 decreased $14.5~~2022 increased $15.0 million compared with the ~~nine~~three months ended ~~September~~June 27, ~~2020~~2021 due primarily to the ~~full~~315 operating day increase in the current period. We recognize depreciation expense over planned operating days for the majority of ~~15-year useful lived property and equipment from~~ our ~~2006 acquisition.~~assets. The loss on impairment / retirement of fixed assets for ~~the nine months ended September 26, 2021~~both periods was ~~$5.9 million compared with $8.5 million for the nine months ended September 27, 2020. The current period included retirements~~due to retirement 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~~). Similarly triggered by the anticipated negative effects of the COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for the nine months ended September 27, 2020 included 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 (see ~~Note 5~~).

Interest expense for the ~~nine~~three months ended ~~September~~June 26, ~~2021 increased $32.0~~2022 decreased $5.8 million due to ~~interest incurred on~~ the ~~2025~~redemption of the 2024 senior notes ~~issued~~ in ~~April 2020 and the 2028 senior notes issued in October 2020.~~December 2021. The net effect of our swaps resulted in a benefit to earnings of ~~$10.6~~$7.7 million for the ~~nine~~three months ended ~~September~~June 26, ~~2021~~2022 compared with a ~~$19.8~~$3.8 million ~~charge~~benefit to earnings for the ~~nine~~three months ended ~~September~~June 27, ~~2020.~~2021. The difference was

attributable to the change in fair ~~market~~ value ~~movements in~~of 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 ~~$1.7~~$9.8 million net ~~benefit~~charge to earnings for foreign currency gains and losses compared with ~~a $12.0~~an $11.1 million net ~~charge to earnings~~benefit for the ~~nine~~three months ended ~~September~~June 27, ~~2020. Both~~2021. The amounts primarily represented the remeasurement of ~~the U.S.-dollar~~U.S. dollar denominated debt ~~recorded at our Canadian entity from the U.S.-dollar~~ to the ~~legal~~Canadian entity's functional currency.

During the ~~nine~~three months ended ~~September~~June 26, ~~2021,~~2022, a provision for taxes of ~~$16.9~~$19.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a benefit for taxes of ~~$116.2~~$10.6 million for the ~~nine~~three months ended ~~September~~June 27, ~~2020.~~2021. The difference in provision for taxes was primarily attributable to ~~a larger prior period~~an increase in pretax ~~loss~~income 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.period.

For the ~~nine~~three months ended ~~September~~June 26, ~~2021,~~2022, Adjusted EBITDA totaled ~~$251.5~~$170.6 million compared with ~~an Adjusted EBITDA loss of $224.8~~$1.7 million for the ~~nine~~three months ended ~~September~~June 27, ~~2020.~~2021. The increase in Adjusted EBITDA was primarily due to the ~~impact of COVID-19 related park closures~~315 operating day increase in ~~2020~~the current period and the related improvement in attendance, in-park per capita spending and out-of-park revenues ~~from reopening parks~~offset somewhat by an increase in ~~2021.~~related expenses incurred, particularly for labor and cost of goods sold.

As described above, the results for the ~~nine~~three months ended ~~September~~June 26, ~~2021~~2022 were not directly comparable with the results for the ~~nine~~three months ended ~~September~~June 27, ~~2020~~2021 due to the effects of the COVID-19 pandemic. ~~The~~Therefore, we included a comparison of our current period results ~~for~~with the ~~nine~~three months ended ~~September 26, 2021 were~~June 30, 2019. While the 2019 results are more comparable to our 2022 results, the 2022 results are also not directly comparable with the ~~nine months ended September 29,~~ 2019 results due to the ~~postponed opening~~acquisition of ~~our~~the Schlitterbahn parks ~~for the 2021 operating season until May 2021, as well as operating restrictions in place upon opening in 2021, compared with~~on July 1, 2019 and a ~~typical operating season in 2019.~~four day natural calendar shift following three years of passed time. The current ~~nine-month~~three-month period included ~~1,381~~708 operating days compared with a total of ~~1,862~~726 operating days for the ~~nine-month~~three period ended ~~September 29,~~June 30, 2019. Of the 708 current period operating days, 96 operating days were at the Schlitterbahn parks. Excluding the Schlitterbahn parks, operating days for the three months ended June 26, 2022 decreased 114 operating days compared with the three months ended June 30, 2019 due to the four day calendar shift and a planned reduction of early-season operating days at some of our properties.


		Nine months ended						Increase (Decrease)					Three months ended				Increase (Decrease)
		September 26, 2021			September 29, 2019			$		%			June 26, 2022		June 30, 2019		$		%
		(Amounts in thousands, except per capita and operating days)											(Amounts in thousands, except per capita and operating days)
Net revenues	Net revenues	$	987,283		$	1,217,679		$	(230,396)	(18.9)	%	Net revenues	$	509,491	$	436,190	$	73,301	16.8	%
Operating costs and expenses	Operating costs and expenses	749,242			784,060			(34,818)		(4.4)	%	Operating costs and expenses	347,184		277,360		69,824		25.2	%
Depreciation and amortization	Depreciation and amortization	112,906			137,828			(24,922)		(18.1)	%	Depreciation and amortization	49,037		55,904		(6,867)		(12.3)	%
Loss on impairment / retirement of fixed assets, net	Loss on impairment / retirement of fixed assets, net	5,873			3,781			2,092		N/M		Loss on impairment / retirement of fixed assets, net	1,199		682		517		N/M

Gain on sale of investment		(2)			(617)			615		N/M

Operating income	Operating income	$	119,264		$	292,627		$	(173,363)	(59.2)	%	Operating income	$	112,071	$	102,244	$	9,827	9.6	%

Other Data:	Other Data:											Other Data:
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	251,466		$	450,091		$	(198,625)	(44.1)	%	Adjusted EBITDA (1)	$	170,553	$	163,061	$	7,492	4.6	%
Adjusted EBITDA margin (2)		25.5		%	37.0		%			(11.5)	%

Attendance	Attendance	14,178			22,864			(8,686)		(38.0)	%	Attendance	7,846		8,500		(654)		(7.7)	%
In-park per capita spending ~~(3)~~(2)	In-park per capita spending ~~(3)~~(2)	$	62.26		$	48.73		$	13.53	27.8	%	In-park per capita spending ~~(3)~~(2)	$	59.52	$	47.22	$	12.30	26.0	%
Out-of-park revenues(2)	Out-of-park revenues(2)	$	134,054		$	140,452		$	(6,398)	(4.6)	%	Out-of-park revenues(2)	$	59,622	$	49,344	$	10,278	20.8	%
Operating days	Operating days	1,381			1,862			(481)		(25.8)	%	Operating days	708		726		(18)		(2.5)	%

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.

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,~~2022, net revenues totaled ~~$753.4~~$509.5 million compared with ~~$87.5~~$436.2 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) %

in attendance. The increase in in-park per capita spending was driven by higher guest spending across all key revenue categories, particularly admissions, food and beverage and extra-charge spending, and was driven by ~~increases in~~both increased pricing and ~~fewer visits per season pass.~~increased transactions. The ~~decrease~~increase in out-of-park revenues was attributable to increased online transaction fees charged to customers, revenues from the Resort at Schlitterbahn New Braunfels which was acquired in July 2019, and increased revenues at our Cedar Point resort properties. The decline in attendance was ~~largely due to~~driven by 114 fewer operating days at our legacy parks (excluding the Schlitterbahn parks), an expected slower recovery in group sales attendance, ~~as well as operating restrictions during~~and the ~~current quarter. Attendance and in-park per capita spending as a percentage~~planned reduction 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.low-value ticket programs.

Operating costs and expenses for the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~to $423.8~~$69.8 million ~~from $369.2 million for~~compared with the three months ended ~~September 29,~~June 30, 2019. This was the result of a ~~$1.0~~$9.4 million increase in cost of goods sold, a ~~$45.8~~$54.6 million increase in operating expenses and a ~~$7.8~~$5.8 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~~increased 1%. The increase in operating expenses ~~approximately half~~ was largely 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~~primarily related to ~~additional~~a planned increase in head count at select parks, and ~~higher costs for operating and maintenance supplies.~~the inclusion of the results of the Schlitterbahn parks. The ~~$7.8 million~~ increase in SG&A expense was ~~largely attributable~~primarily due to an increase in full-time wages, ~~particularly for accrued bonus plans, and operating supplies~~including an increase in equity-based compensation plan expense due to improved company performance, as well as an increase in transaction fees. These increases in SG&A expense were offset by ~~less~~a decline in advertising ~~expense due to~~costs driven by a more efficient marketing program.

Depreciation and amortization expense for the three months ended ~~September~~June 26, ~~2021 increased $9.1~~2022 decreased $6.9 million compared with the three months ended ~~September 29,~~June 30, 2019 due primarily to ~~a higher percentage~~the full depreciation 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~~15-year useful lived property and ~~amortization expense over planned operating days.~~equipment from our 2006 acquisition. The loss on impairment / retirement of fixed assets for the three months ended ~~September~~June 26, ~~2021 was comparable with the results from the three months ended September 29,~~2022 and June 30, 2019 ~~and was due to~~included retirements of assets in the normal course of business.

Interest expense for the three months ended ~~September~~June 26, ~~2021~~2022 increased ~~$18.3~~$17.3 million compared with the three months ended ~~September 29,~~June 30, 2019 ~~primarily~~ due to interest incurred on the 2025 senior notes, ~~and~~ 2028 senior notes ~~both~~and 2029 senior notes offset in part by the impact of ~~which~~the redemption of the 2024 senior notes in December 2021. The 2025 senior notes and the 2028 senior notes were issued in ~~2020.~~2020 as a result of the COVID-19 pandemic, and the 2029 senior notes were issued at the end of the second quarter of 2019 in coordination with the acquisition of the Schlitterbahn parks. The net effect of our swaps resulted in a benefit to earnings of ~~$3.2~~$7.7 million for the three months ended ~~September~~June 26, ~~2021~~2022 compared with a ~~$3.9~~$10.8 million charge to earnings for the three months ended ~~September 29,~~June 30, 2019. The difference was attributable to the change in fair ~~market~~ value ~~movements in~~of our swap portfolio. During the ~~third quarter of 2021,~~current period, we also recognized a ~~$15.2~~$9.8 million net charge to earnings for foreign currency gains and losses compared with a ~~$5.6~~$9.5 million net ~~charge to earnings~~benefit for the three months ended ~~September 29,~~June 30, 2019. ~~Both~~The amounts primarily represented the remeasurement of ~~the U.S.-dollar~~U.S. dollar denominated debt ~~recorded at our Canadian entity from the U.S.-dollar~~ to the ~~legal~~Canadian entity's functional currency.

For the three months ended ~~September~~June 26, ~~2021,~~2022, Adjusted EBITDA totaled ~~$333.4~~$170.6 million compared ~~with $355.2~~to $163.1 million for the three months ended ~~September 29,~~June 30, 2019. The ~~decrease~~increase in Adjusted EBITDA was ~~largely~~ due to ~~increased labor costs~~higher net revenues in the current period ~~due~~attributable to ~~labor rate pressures, as well as~~higher in-park per capita spending, increased out-of-park revenues and the ~~impact~~inclusion 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 toSchlitterbahn parks, which were somewhat offset by increased costs in the current period, particularly ~~due to increases in seasonal~~ labor ~~rates.~~costs.

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. GivenDue to the effects of the COVID-19 pandemic, ~~and suspension~~we postponed the opening of ~~park operations in 2020,~~our parks for the 2021 operating season to May 2021. Therefore, we compared the results for the ~~five weeks~~seven months ended ~~October~~July 31, ~~2021 with~~2022 to the ~~results for the five weeks~~seven months ended ~~November 3,~~August 4, 2019. For the ~~five weeks~~seven months ended ~~October~~July 31, ~~2021,~~2022, preliminary net revenues totaled approximately ~~$219 million, representing an increase of 42%~~$1.03 billion and increased 17%, or ~~$65~~$152 million, compared towith the ~~five weeks~~seven months ended ~~November 3,~~August 4, 2019. ~~The increase was driven by an 8% increase in~~Based on preliminary results for the seven months ended July 31, 2022, attendance ~~to 3.2~~totaled 15.4 million ~~visits; a 32% increase in~~visits, down 6% from 2019, in-park per capita spending was $60.76, up 25% from 2019, and out-of-park revenues totaled $125 million, up 19% from 2019. Operating days for the seven month periods in 2022 and 2019 totaled 1,362 operating days and 1,352 operating days, respectively. Excluding the Schlitterbahn parks, there were 94 fewer operating days in the current period due to ~~$64.86;~~a four day calendar shift and a ~~33% increase in out-of-park revenues to $19 million.~~planned reduction of early-season operating days at some of our properties.

~~Due~~We expect to ~~the negative effects of the COVID-19 pandemic, we took steps in 2020 to secure additional~~fund our 2022 liquidity needs with cash from operating activities and ~~to obtain relief~~borrowings 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.facility. As of ~~September~~June 26, ~~2021,~~2022, we had cash on hand of ~~$562.7~~$124.9 million and ~~$359.2~~$194.2 million of available borrowings under our revolving credit facility. Based on this level of liquidity, we ~~have~~ concluded that we will have sufficient liquidity to satisfy our obligations ~~and remain in compliance with our debt covenants~~ at least through the ~~fourth~~third quarter of ~~2022.~~2023. Due to limited open operations in early 2021 and in response to the negative effects of the COVID-19 pandemic, our first quarter 2021 liquidity needs were funded from cash on hand from senior notes issued in 2020. We began generating positive cash flows from operations during the second quarter of 2021.

~~As restrictions to mitigate the spread of COVID-19 have largely~~Management has been ~~lifted and our properties have mostly been able to resume full operations, management is~~ focused on driving profitable and sustainable growth in the business, ~~as well as~~ reducing the ~~Company's leverage. In 2021, we commenced a business optimization program as part~~Partnership's outstanding debt, reinstating the quarterly Partnership distribution, and accelerating the return 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 were introduced to our ~~guests in 2021. For 2021, we~~unitholders. We expect to invest between ~~$50~~$200 million and ~~$75~~$215 million in total 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. For~~season, which includes the completion of several resort renovation projects, investments to expand our park offerings and develop new revenue centers, and technology enhancements, such as cashless parks, touch-free transactions and labor management tools. In December 2021, we made progress towards our goal of reducing our outstanding debt by redeeming $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). In addition, we made a $69.0 million payment on our outstanding senior secured term loan facility during the second quarter of 2022. On August 3, 2022, we ~~expect~~announced the declaration of a distribution of $0.30 per limited partner unit, which will be payable on September 15, 2022. This represents the first partnership distribution since March 2020. Lastly, on August 3, 2022, we also announced that our Board of Directors approved a unit repurchase plan authorizing the Partnership to ~~invest between $175 million~~repurchase units for an aggregate purchase price of not more than $250 million. The unit repurchase program will be subject to Rule 10b-18 of the Securities Exchange Act of 1934. Subject to applicable rules and ~~$200 million~~regulations, we may repurchase units from time-to-time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including liquidity, capital ~~expenditures. Due~~needs of the business, market conditions, regulatory requirements, and other corporate considerations. No limit was placed on the duration of the repurchase program. The unit repurchase program does not obligate the Partnership to repurchase any minimum dollar amount or specific number of units, and the ~~issuance of $1.3 billion of senior notes in 2020, we~~program may be modified, suspended, or discontinued at any time.

We anticipate ~~$175~~$150 million in annual cash interest ~~in 2021~~for 2022 of which ~~80%~~75% of the payments occur in the second and fourth ~~quarter. We are expecting to receive $79.7~~quarters. In the second quarter of 2022, we received $77.1 million in tax refunds attributable to the tax year 2020 net operating loss being carried back to prior years in the United ~~States and an additional $9.5~~States. We received $11.1 million in tax refunds attributable to net operating losses being carried back to prior years in ~~Canada. We anticipate receiving these tax refunds in~~Canada during the ~~fourth~~first quarter of ~~2021. Also, in 2021,~~2022. In 2022, we anticipate cash payments for income taxes to range from $8$40 million to ~~$13~~$55 million, exclusive of these tax refunds. ~~We anticipate funding our remaining 2021 liquidity needs from~~

Net cash ~~for~~from financing activities for the first ~~nine~~six months of ~~2021~~2022 totaled ~~$6.1~~$13.9 million, ~~a decrease~~an increase of ~~$445.9~~$20.0 million compared with net cash ~~from~~for financing activities for the same period in the prior year. The ~~decrease~~variance was attributable to ~~net cash proceeds from the April 2020 refinancing~~$90 million of borrowings on our revolving credit facility offset by a $69 million payment of term debt in the ~~prior period, including the issuance of the 2025~~current period. We utilized cash on hand from senior notes ~~and prepayment of a portion of~~issued in 2020 to fund our ~~term debt, somewhat offset by~~operations in the first ~~quarter 2020 partnership distribution.~~six months of 2021.

•$~~264~~195 million of senior secured term debt, maturing in April 2024 under ~~our Third Amended~~the 2017 Credit ~~Agreement.~~Agreement, as amended. The term debt bears interest at London InterBank Offering Rate ("LIBOR") plus 175 basis points (bps), under amendments we entered into on March 14, 2018. The pricing terms for the 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). Following a $463.3 million prepayment during the second quarter of 2020, we do not have any ~~required~~ remaining quarterly ~~payments. Therefore,~~payments required. During the second quarter of 2022, we made a $69.0 million payment on our outstanding senior secured term loan facility which was required pursuant to certain loan covenants. We had no current maturities as of ~~September~~June 26, ~~2021.~~2022.

•$1.0 billion of 5.500% senior secured notes, maturing in May 2025, issued at par. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. 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.

•$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$90 million of borrowings under the ~~$375~~$300 million senior secured revolving credit facility under our ~~Third Amended 2017 Credit Agreement~~current credit agreement with a Canadian sub-limit of $15 million. ~~$300 million of the~~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. $300 million of the revolving credit facility is scheduled to mature in December ~~2023 and $75 million of the revolving~~2023. The credit ~~facility is scheduled to mature in April 2022. The Third Amended 2017 Credit Agreement~~agreement provides for the issuance of documentary and standby letters of credit. After letters of credit, which totaled $15.8 million as of ~~September~~June 26, ~~2021,~~2022, we had ~~$359.2~~$194.2 million of available borrowings under the revolving credit facility. Our letters of credit are primarily in place to backstop insurance arrangements.

As of ~~September~~June 26, ~~2021,~~2022, we ~~have~~had four interest rate swap agreements with a notional value of $500 million that convert one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This results in a 4.63% fixed interest rate for borrowings under our senior secured term loan facility after the impact of interest rate swap agreements. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of ~~September~~June 26, ~~2021,~~2022, the fair value of our swap portfolio was classified as long-term and recorded in ~~"Derivative Liability"~~"Other Assets" within the unaudited condensed consolidated balance sheet.

As discussed within the Long-Term Debt footnote at Note 6, we ~~have issued five~~had four tranches of fixed rate senior ~~notes:~~notes outstanding at June 26, 2022: the ~~2024,~~ 2025, 2027, 2028 and 2029 senior notes. The 2024 senior notes ~~(“senior notes”).~~were fully redeemed on December 17, 2021. The 2024, 2027, 2028 and 2029 senior notes ~~(the “registered senior notes”) have been~~were registered under the Securities Act of 1933. The 2025 senior notes were sold in a private placement in reliance on exemptions from registration under the Securities Act of 1933. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") ~~are~~were the co-issuers of the 2024 senior notes. Cedar Fair, L.P., Cedar Canada, Magnum, and Millennium Operations LLC (“Millennium”) are the co-issuers of the 2027, 2028 and 2029 senior notes. Our senior notes have been irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of Cedar Fair (other than the co-issuers) that guarantees our credit facilities under ~~the Third Amended 2017 Credit Agreement.~~our credit agreement. A full listing of the issuers and guarantors of our registered senior notes can be found within Exhibit 22, and additional information with respect to our registered senior notes and the related guarantees follows.

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)~~Agreement, as amended), such entity will also be released from its obligations under the registered senior notes. In addition, the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor can be released from its obligations under the ~~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 (the "Obligor Group"). We ~~have~~ presented each entity that is or was a co-issuer of any series of the registered senior notes separately. The subsidiaries that guarantee the 2027, 2028 and 2029 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~~guaranteed the 2024 senior notes ~~include~~included the guarantor subsidiary group, as well as Millennium. Millennium is a co-issuer under the 2027, 2028 and 2029 senior notes and was a guarantor under the 2024 senior notes. Certain subsidiaries of Cedar Fair dodid not guarantee our credit facilities or senior notes as the assets and results of operations of these subsidiaries ~~are~~were immaterial (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $13.7 million and ~~$11.5~~$14.0 million as of ~~September~~June 26, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.


Summarized Financial Information (In thousands)	Summarized Financial Information (In thousands)	Cedar Fair L.P. (Parent)		Magnum (Co-Issuer Subsidiary)		Cedar Canada (Co-Issuer Subsidiary)		Millennium (Co-Issuer 2027, 2028 & 2029 Guarantor 2024)		Guarantor Subsidiaries (1)		Summarized Financial Information (In thousands)	Cedar Fair L.P. (Parent)		Magnum (Co-Issuer Subsidiary)		Cedar Canada (Co-Issuer Subsidiary)		Millennium (Co-Issuer 2027, 2028 & 2029 Guarantor 2024)		Guarantor Subsidiaries (1)
Balance as of September 26, 2021
Balance as of June 26, 2022												Balance as of June 26, 2022

Current Assets	Current Assets	$	823	$	41,556	$	76,197	$	615,795	$	1,143,187	Current Assets	$	1,120	$	26,170	$	60,269	$	606,349	$	1,420,273

Non-Current Assets	Non-Current Assets	(95,475)		1,155,669		540,321		2,350,755		1,744,008		Non-Current Assets	(216,327)		1,417,172		546,320		2,453,781		1,728,623

Current Liabilities	Current Liabilities	438,525		758,625		41,623		246,134		46,766		Current Liabilities	359,584		1,067,613		279,034		335,066		91,478

Non-Current Liabilities	Non-Current Liabilities	146,792		33,765		463,777		2,389,869		94,183		Non-Current Liabilities	147,479		1,122		23,179		2,412,813		96,766

Balance as of December 31, 2020
Balance as of December 31, 2021												Balance as of December 31, 2021

Current Assets	Current Assets	$	421	$	33,985	$	44,465	$	464,779	$	1,044,779	Current Assets	$	517	$	97,221	$	96,042	$	572,865	$	1,187,211

Non-Current Assets	Non-Current Assets	(30,651)		995,507		528,281		2,311,502		1,820,745		Non-Current Assets	(138,126)		1,647,952		540,332		2,368,737		2,145,307

Current Liabilities	Current Liabilities	488,799		573,244		18,235		200,107		40,412		Current Liabilities	410,779		1,331,130		29,050		227,483		58,949

Non-Current Liabilities	Non-Current Liabilities	146,106		44,778		461,903		2,370,939		91,835		Non-Current Liabilities	147,021		21,274		24,043		2,385,100		97,803


Nine Months Ended September 26, 2021
Six Months Ended June 26, 2022												Six Months Ended June 26, 2022

Net revenues	Net revenues	$	26,951	$	275,190	$	53,283	$	1,079,994	$	258,106	Net revenues	$	10,707	$	162,706	$	43,866	$	645,836	$	138,809

Operating income (loss)	Operating income (loss)	24,061		(114,564)		11,694		100,751		98,186		Operating income (loss)	9,109		(96,464)		9,548		62,003		44,423

Net (loss) income	Net (loss) income	(19,925)		(11,333)		15,391		—		66,607		Net (loss) income	(37,305)		(28,212)		422		—		22,426

Twelve Months Ended December 31, 2020
Twelve Months Ended December 31, 2021												Twelve Months Ended December 31, 2021

Net revenues	Net revenues	$	—	$	102	$	440	$	510,077	$	150,439	Net revenues	$	35,908	$	363,340	$	75,353	$	1,449,022	$	344,778

Operating (loss) income		(198,769)		(322,420)		(37,655)		109,688		(121,437)
Operating income (loss)												Operating income (loss)	31,808		(156,079)		12,545		136,844		124,405

Net loss		(588,690)		(359,984)		(54,046)		—		(149,704)
Net (loss) income												Net (loss) income	(46,741)		(34,647)		1,967		—		62,586

(1)With respect to the 2024 senior notes, if the financial information presented for Millennium was combined with that of the other guarantor subsidiaries that have been presented on a combined basis, the following additional intercompany balances and transactions between Millennium and such other guarantor entities would be eliminated: Current Assets and Current Liabilities - ~~$13.4~~$13.2 million as of ~~September~~June 26, ~~2021~~2022 and ~~$12.7~~$13.4 million as of December 31, ~~2020;~~2021; Non-Current Assets - ~~$2,239.4~~$2,338.6 million as of ~~September~~June 26, ~~2021~~2022 and ~~$2,201.8~~$2,254.9 million as of December 31, ~~2020;~~2021; and Net revenues - ~~$96.7~~$46.9 million as of ~~September~~June 26, ~~2021~~2022 and ~~$130.3~~$126.6 million as of December 31, ~~2020.~~2021. Combined amounts for all guarantors of the 2024 senior notes for all other line items within the table would be computed by adding the amounts in the Millennium and Guarantor Subsidiaries columns.

Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs, goals and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct, including the timing of any debt paydown or payment of partnership distributions, or that our ~~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 adversely affect ~~attendance at~~ our ~~parks,~~future financial performance, as well as the timing of any debt paydown or payment of partnership distributions, and our ~~business optimization program,~~growth strategies and could cause actual results to differ materially from our expectations or otherwise to fluctuate or decrease. Additional information on risk factors that may affect our business and financial results can be found in our Annual Report on Form 10-K and in the filings we make from time to time with the SEC, including this Form 10-Q. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this document.

As of ~~September~~June 26, ~~2021,~~2022, 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 nothe daily average balance over the past twelve months on revolving credit borrowings of approximately $50.4 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 ~~$2.6~~$2.5 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 ~~September~~June 26, ~~2021,~~2022, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September~~June 26, ~~2021.~~2022.


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 ~~October~~July 29, ~~2021~~2022
Depositary Units (Representing Limited Partner Interests)						~~56,842,303~~57,039,740


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	10
Note 5	Goodwill and Other Intangible Assets	11
Note 6	Long-Term Debt	12
Note 7	Derivative Financial Instruments	1413
Note 8	Fair Value Measurements	1514
Note 9	Income (Loss) per Unit	1614
Note 10	Income and Partnership Taxes	1615
Note 11	Subsequent Events	15


(In thousands)	Goodwill
Balance as of December 31, 2021	$	267,232

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

Balance as of December 31, 2020	$	266,961

Foreign currency translation	~~255~~2,232
Balance as of ~~September 26,~~June 27, 2021	$	~~267,216~~

~~Balance as of December 31, 2019~~	$	~~359,654~~
~~Impairment~~	~~(93,929)~~
~~Foreign currency translation~~	~~(1,865)~~
~~Balance as of September 27, 2020~~	$	~~263,860~~269,193


☒			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				Nine months ended
(In thousands, except per unit amounts)	September 26, 2021		September 27, 2020		September 26, 2021		September 27, 2020
Basic weighted average units outstanding	56,628		56,497		56,601		56,469
Effect of dilutive units:
Deferred units	46		—		—		—
Performance units	92		—		—		—
Restricted units	217		—		—		—
Unit options	26		—		—		—

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


	(a)	(b)		(c)	(d)
Period	Total Number of Units Purchased (1)	Average Price Paid per Unit		Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (2)
March 28 - April 30	—	—		—	$	—
May 1 - May 31	249	$	46.81	—	—
June 1 - June 26	—	—		—	—
Total	249	$	46.81	—	$	—


Exhibit (10.1)						Contract of Sale, dated June 27, 2022, entered into by and between California’s Great America, LLC and Prologis, L.P. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-09444) filed on June 27, 2022.

Exhibit (22)						Subsidiary Guarantors and Issuers of Guaranteed Securities. Incorporated herein by reference to Exhibit 22 to the Registrant's Form ~~10-Q~~10-K (File No. 001-09444) filed on ~~August 5, 2021.~~February 18, 2022.

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

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

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

Exhibit (101)						The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 26, ~~2021~~2022 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of 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 ~~September~~June 26, ~~2021~~2022 formatted in Inline XBRL (included as Exhibit 101).


		CEDAR FAIR, L.P.
		(Registrant)

		By Cedar Fair Management, Inc.
		General Partner

Date:	~~November~~August 3, ~~2021~~2022	/s/ Richard A. Zimmerman
		Richard A. Zimmerman
		President and Chief Executive Officer

Date:	~~November~~August 3, ~~2021~~2022	/s/ Brian C. Witherow
		Brian C. Witherow
		Executive Vice President and
		Chief Financial Officer