Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 04, 2022 | Jun. 25, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-9444 | ||
Entity Registrant Name | CEDAR FAIR, L.P. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 34-1560655 | ||
Entity Address, Address Line One | One Cedar Point Drive | ||
Entity Address, City or Town | Sandusky | ||
Entity Address, State or Province | OH | ||
Entity Address, Postal Zip Code | 44870-5259 | ||
City Area Code | 419 | ||
Local Phone Number | 626-0830 | ||
Title of 12(b) Security | Depositary Units (RepresentingLimited Partner Interests) | ||
Trading Symbol | FUN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,593,414,483 | ||
Entity Common Stock, Shares Outstanding | 56,865,394 | ||
Documents Incorporated by Reference | Part III of this Form 10-K incorporates by reference certain information from the Registrant's definitive proxy statement to be used in connection with its annual meeting of limited partner unitholders to be held in May 2022. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000811532 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | DELOITTE & TOUCHE LLP |
Auditor Firm ID | 34 |
Auditor Location | Cleveland, Ohio |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 61,119 | $ 376,736 |
Receivables | 62,109 | 34,445 |
Inventories | 32,113 | 47,479 |
Current income tax receivable | 84,051 | 69,104 |
Other current assets | 24,249 | 26,747 |
Total current assets | 263,641 | 554,511 |
Property and Equipment: | ||
Land | 443,190 | 442,708 |
Land improvements | 486,014 | 467,176 |
Buildings | 855,297 | 849,404 |
Rides and equipment | 1,986,235 | 1,962,324 |
Construction in progress | 57,666 | 75,507 |
Total property and equipment, gross | 3,828,402 | 3,797,119 |
Less accumulated depreciation | (2,117,659) | (1,995,138) |
Total property and equipment, net | 1,710,743 | 1,801,981 |
Goodwill | 267,232 | 266,961 |
Other Intangibles, net | 49,994 | 50,288 |
Right-of-Use Asset | 16,294 | 13,527 |
Other Assets | 5,116 | 6,144 |
Assets | 2,313,020 | 2,693,412 |
Current Liabilities: | ||
Accounts payable | 53,912 | 14,272 |
Deferred revenue | 187,599 | 183,354 |
Accrued interest | 32,011 | 33,718 |
Accrued taxes | 9,075 | 10,775 |
Accrued salaries, wages and benefits | 53,833 | 24,975 |
Self-insurance reserves | 24,573 | 22,322 |
Other accrued liabilities | 20,511 | 10,565 |
Total current liabilities | 381,514 | 299,981 |
Deferred Tax Liability | 66,483 | 39,595 |
Derivative Liability | 20,086 | 39,086 |
Lease Liability | 13,345 | 10,483 |
Other Liabilities | 11,144 | 16,460 |
Long-Term Debt: | ||
Term debt | 258,391 | 255,025 |
Notes | 2,260,545 | 2,699,219 |
Total long-term debt | 2,518,936 | 2,954,244 |
Partners’ Deficit: | ||
Special L.P. interests | 5,290 | 5,290 |
General partner | (7) | (7) |
Limited partners, 56,854 and 56,706 units outstanding as of December 31, 2021 and December 31, 2020, respectively | (712,714) | (674,319) |
Accumulated other comprehensive income | 8,943 | 2,599 |
Total partners' equity | (698,488) | (666,437) |
Total Partners' Equity and Liabilities | $ 2,313,020 | $ 2,693,412 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Limited Partners' capital account, units outstanding (in shares) | 56,854,214 | 56,706,338 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net revenues: | |||
Net revenues | $ 1,338,219 | $ 181,555 | $ 1,474,925 |
Costs and expenses: | |||
Operating expenses | 698,242 | 347,782 | 642,200 |
Selling, general and administrative | 219,758 | 108,118 | 222,252 |
Depreciation and amortization | 148,803 | 157,549 | 170,456 |
Loss on impairment / retirement of fixed assets, net | 10,486 | 8,135 | 4,931 |
Loss on impairment of goodwill and other intangibles | 0 | 103,999 | 0 |
Loss (gain) on other assets | 129 | (11) | (617) |
Total costs and expenses | 1,189,884 | 753,563 | 1,165,486 |
Operating income (loss) | 148,335 | (572,008) | 309,439 |
Interest expense | 184,032 | 150,669 | 100,364 |
Net effect of swaps | (19,000) | 15,849 | 16,532 |
Loss on early debt extinguishment | 5,909 | 2,262 | 0 |
Loss (gain) on foreign currency | 6,177 | (12,183) | (21,107) |
Other income | (300) | (447) | (1,504) |
(Loss) income before taxes | (28,483) | (728,158) | 215,154 |
Provision (benefit) for taxes | 20,035 | (137,915) | 42,789 |
Net (loss) income | (48,518) | (590,243) | 172,365 |
Net (loss) income allocated to general partner | 0 | (6) | 2 |
Net (loss) income allocated to limited partners | (48,518) | (590,237) | 172,363 |
Other comprehensive income (loss), (net of tax): | |||
Foreign currency translation | 6,344 | (7,147) | (11,536) |
Other comprehensive income (loss), (net of tax) | 6,344 | (7,147) | (11,536) |
Total comprehensive (loss) income | $ (42,174) | $ (597,390) | $ 160,829 |
Basic (loss) income per limited partner unit: | |||
Weighted average limited partner units outstanding (in shares) | 56,610 | 56,476 | 56,349 |
Net (loss) income per limited partner unit (in dollars per share) | $ (0.86) | $ (10.45) | $ 3.06 |
Diluted (loss) income per limited partner unit: | |||
Weighted average limited partner units outstanding (in shares) | 56,610 | 56,476 | 56,921 |
Net (loss) income per limited partner unit (in dollars per share) | $ (0.86) | $ (10.45) | $ 3.03 |
Admissions | |||
Net revenues: | |||
Net revenues | $ 674,799 | $ 67,852 | $ 795,271 |
Food, merchandise and games | |||
Net revenues: | |||
Net revenues | 432,513 | 76,921 | 473,499 |
Costs and expenses: | |||
Cost of food, merchandise and games revenues | 112,466 | 27,991 | 126,264 |
Accommodations, extra-charge products and other | |||
Net revenues: | |||
Net revenues | $ 230,907 | $ 36,782 | $ 206,155 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Limited Partners’ Equity | General Partner’s Equity | Special L.P. Interests | Accumulated Other Comprehensive Income (Loss) |
Beginning balance, units (in shares) at Dec. 31, 2018 | 56,564 | ||||
Beginning balance, value at Dec. 31, 2018 | $ 32,416 | $ 5,845 | $ (1) | $ 5,290 | $ 21,282 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 172,365 | 172,363 | 2 | ||
Partnership distribution declared | (210,011) | $ (210,009) | (2) | ||
Issuance of limited partnership units related to compensation (in shares) | 102 | ||||
Issuance of limited partnership units related to compensation | 8,183 | $ 8,183 | |||
Tax effect of units involved in treasury unit transactions | (1,383) | $ (1,383) | |||
Foreign currency translation | (11,536) | (11,536) | |||
Ending balance, units (in shares) at Dec. 31, 2019 | 56,666 | ||||
Ending balance, value at Dec. 31, 2019 | (9,966) | $ (25,001) | (1) | 5,290 | 9,746 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (590,243) | (590,237) | (6) | ||
Partnership distribution declared | (53,020) | $ (53,020) | 0 | ||
Issuance of limited partnership units related to compensation (in shares) | 40 | ||||
Issuance of limited partnership units related to compensation | (4,721) | $ (4,721) | |||
Tax effect of units involved in treasury unit transactions | (1,490) | (1,490) | |||
Foreign currency translation | (7,147) | (7,147) | |||
Other | 150 | $ 150 | |||
Ending balance, units (in shares) at Dec. 31, 2020 | 56,706 | ||||
Ending balance, value at Dec. 31, 2020 | (666,437) | $ (674,319) | (7) | 5,290 | 2,599 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (48,518) | $ (48,518) | 0 | ||
Issuance of limited partnership units related to compensation (in shares) | 148 | ||||
Issuance of limited partnership units related to compensation | 11,050 | $ 11,050 | |||
Tax effect of units involved in treasury unit transactions | (927) | $ (927) | |||
Foreign currency translation | 6,344 | 6,344 | |||
Ending balance, units (in shares) at Dec. 31, 2021 | 56,854 | ||||
Ending balance, value at Dec. 31, 2021 | $ (698,488) | $ (712,714) | $ (7) | $ 5,290 | $ 8,943 |
CONSOLIDATED STATEMENTS OF PA_2
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Partners' Capital [Abstract] | |||
Partnership distribution declared, per unit (in dollars per share) | $ 0.935 | $ 3.710 | |
Foreign currency translation adjustment, tax | $ (154) | $ (546) | $ (2,161) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES | |||
Net (loss) income | $ (48,518) | $ (590,243) | $ 172,365 |
Adjustments to reconcile net (loss) income to net cash from (for) operating activities: | |||
Depreciation and amortization | 148,803 | 157,549 | 170,456 |
Loss on early debt extinguishment | 5,909 | 2,262 | 0 |
Loss on impairment of goodwill and other intangibles | 0 | 103,999 | 0 |
Non-cash foreign currency loss (gain) on debt | 5,986 | (9,344) | (22,307) |
Non-cash equity-based compensation expense | 15,431 | (209) | 11,910 |
Non-cash deferred income tax expense (benefit) | 26,888 | (41,933) | (4,106) |
Net effect of swaps | (19,000) | 15,849 | 16,532 |
Other non-cash expenses | 21,005 | 14,547 | 7,928 |
Change in operating assets and liabilities: | |||
(Increase) decrease in receivables | (27,651) | 28,729 | (8,166) |
(Increase) decrease in inventories | 15,384 | (14,499) | (211) |
(Increase) decrease in tax receivable | (16,602) | (97,488) | 8,547 |
(Increase) decrease in other assets | 1,928 | (12,180) | (5,221) |
Increase (decrease) in accounts payable | 34,515 | (9,917) | (1,107) |
Increase (decrease) in deferred revenue | 3,622 | 31,160 | 36,920 |
Increase (decrease) in accrued interest | (1,711) | 12,235 | 13,414 |
Increase (decrease) in accrued salaries, wages and benefits | 28,850 | (4,609) | 10,674 |
Increase (decrease) in other liabilities | 6,387 | (2,445) | (4,587) |
Net cash from (for) operating activities | 201,226 | (416,537) | 403,041 |
CASH FLOWS FOR INVESTING ACTIVITIES | |||
Capital expenditures | (59,183) | (129,087) | (330,662) |
Acquisitions, net of cash acquired | 0 | 0 | (270,171) |
Proceeds from sale of other assets | 1,405 | 8,266 | 617 |
Net cash for investing activities | (57,778) | (120,821) | (600,216) |
CASH FLOWS (FOR) FROM FINANCING ACTIVITIES | |||
Note borrowings | 0 | 1,300,000 | 500,000 |
Term debt payments | 0 | (465,125) | (5,625) |
Note payments, including amounts paid for early termination | (460,755) | 0 | 0 |
Distributions paid to partners | 0 | (53,020) | (210,011) |
Payment of debt issuance costs and original issue discount | (367) | (46,849) | (8,262) |
Payments related to tax withholding for equity compensation | (4,652) | (4,624) | (4,250) |
Other | (659) | 468 | (1,383) |
Net cash (for) from financing activities | (466,433) | 730,850 | 270,469 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 7,368 | 992 | 3,609 |
Net (decrease) increase for the year | (315,617) | 194,484 | 76,903 |
Balance, beginning of year | 376,736 | 182,252 | 105,349 |
Balance, end of year | 61,119 | 376,736 | 182,252 |
SUPPLEMENTAL INFORMATION | |||
Cash payments for interest | 174,253 | 130,444 | 85,596 |
Interest capitalized | 1,741 | 2,653 | 3,001 |
Cash payments for income taxes, net of refunds | 10,054 | 1,792 | 40,793 |
Capital expenditures in accounts payable | $ 7,368 | $ 3,286 | $ 9,073 |
Impact of COVID-19 Pandemic
Impact of COVID-19 Pandemic | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Impact of COVID-19 Pandemic | Impact of COVID-19 Pandemic: The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, had a continuing negative impact in 2021 and may have a longer-term negative effect. 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 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 and the fourth quarter at most of our properties. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to hire additional labor, we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were also able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland operated with capacity restrictions, guest reservations, and other operating protocols in place throughout 2021. Despite a delayed start and various operating restrictions in place for the 2021 operating season, our 2021 operating results exceeded our initial expectations, driven by greater consumer demand resulting in higher attendance and in-park per capita spending. As a result, we made progress towards our goal to reduce outstanding debt by redeeming $450 million of unsecured senior notes in December 2021. The notes redeemed were previously due in 2024. 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. Our future operations are dependent on factors beyond 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. |
Partnership Organization
Partnership Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Partnership Organization | Partnership Organization: Cedar Fair, L.P. (together with its affiliated companies, the "Partnership") is a Delaware limited partnership that commenced operations in 1983 when it acquired Cedar Point, Inc., and became a publicly traded partnership in 1987. The Partnership's general partner is Cedar Fair Management, Inc., an Ohio corporation (the “General Partner”), whose shares are held by an Ohio trust. The General Partner owns a 0.001% interest in the Partnership's income, losses and cash distributions, except in defined circumstances, and has full responsibility for management of the Partnership. As of December 31, 2021, there were 56,854,214 outstanding limited partnership units listed on The New York Stock Exchange, net of 207,769 units held in treasury. As of December 31, 2020, there were 56,706,338 outstanding limited partnership units listed, net of 355,645 units held in treasury. The General Partner may, with the approval of a specified percentage of the limited partners, make additional capital contributions to the Partnership, but is only obligated to do so if the liabilities of the Partnership cannot otherwise be paid or there exists a negative balance in its capital account at the time of its withdrawal from the Partnership. The General Partner, in accordance with the terms of the Partnership Agreement, is required to make regular cash distributions on a quarterly basis of all the Partnership's available cash, as defined in the Partnership Agreement. Following the closure of our parks in March 2020 in response to COVID-19 health recommendations, the Board of Directors suspended quarterly partnership distributions to maintain flexibility and additional liquidity. The Board of Directors is committed to reinstitute quarterly partnership distributions in accordance with the Partnership Agreement when it is appropriate to do so, and it is permissible under the 2017 Credit Agreement, as amended, and our other debt covenants. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies: We use the following policies in the preparation of the accompanying consolidated financial statements. Principles of Consolidation The consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned or the Partnership is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. Foreign Currency The U.S. dollar is our reporting currency and the functional currency for most of our operations. The financial statements of our Canadian subsidiary are measured using the Canadian dollar as its functional currency. Assets and liabilities are translated into U.S. dollars at the appropriate spot rates as of the balance sheet date, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are included as components of accumulated other comprehensive (loss) income in partners' equity (deficit). Gains or losses from remeasuring foreign currency transactions from the transaction currency to functional currency are included in (loss) income. Foreign currency losses (gains) for the periods presented were as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Loss (gain) on foreign currency related to re-measurement of U.S. dollar denominated debt held in Canada $ 5,986 $ (9,344) $ (22,307) Loss (gain) on other transactions 191 (2,839) 1,200 Loss (gain) on foreign currency $ 6,177 $ (12,183) $ (21,107) Segment Reporting Our properties operate autonomously, and management reviews operating results, evaluates performance and makes operating decisions, including the allocation of resources, on a property-by-property basis. In addition to reviewing and evaluating performance of the business at the property level, the structure of our management incentive compensation systems is centered on the operating results of each property as an integrated operating unit. Therefore, each property represents a separate operating segment of our business with the exception of the Schlitterbahn parks, which are aggregated into one segment. Although we manage our properties with a high degree of autonomy, each property offers and markets a similar collection of products and services to similar customers. In addition, our properties have similar economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, in-park per capita spending, net revenue, operating margin and operating profit. Therefore, we operate within a single reportable segment of amusement/water parks with accompanying resort facilities. Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during each period. Actual results could differ from those estimates. Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, a hierarchical disclosure framework ranks the quality and reliability of information used to determine fair values. The three broad levels of inputs defined by the fair value hierarchy are as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recognized or disclosed at fair value on a recurring basis include our derivatives, debt and short-term investments. Cash and Cash Equivalents We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Inventories Our inventories primarily consist of purchased products, such as merchandise and food, for sale to our customers. Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost methods of accounting at the park level. Property and Equipment Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are generally capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. Depreciation expense totaled $148.4 million in 2021, $157.0 million in 2020, and $169.8 million in 2019. The estimated useful lives of the assets are as follows: Land improvements Approximately 25 years Buildings 25 years - 40 years Rides Approximately 20 years Equipment 3 years - 10 years Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amounts of the assets. Fair value is generally determined using a combination of a cost and market approach. Significant factors considered in the cost approach include replacement cost, reproduction cost, depreciation, physical deterioration, functional obsolescence and economic obsolescence of the assets. The market approach estimates fair value by utilizing market data for similar assets. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. Accounting for Business Combinations Business combinations are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, valuations supplied by independent appraisal experts and other relevant information. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment by management. Goodwill Goodwill is reviewed annually for impairment, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is allocated to reporting units and goodwill impairment tests are performed at the reporting unit level. We perform our annual goodwill impairment test as of the first day of the fourth quarter. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the fair value of the reporting unit. The fair value of a reporting unit is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses a reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results are established using management's best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. A market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If an impairment is identified, an impairment charge is recognized for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Other Intangible Assets Our finite-lived intangible assets consist primarily of license and franchise agreements. These intangible assets are amortized on a straight-line basis over the life of the agreement, ranging from two Our infinite-lived intangible assets consist of trade names. Our trade names are reviewed annually for impairment, or more frequently if impairment indicators arise. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that a trade name is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the trade name exceeds its carrying amount, we calculate the fair value of the trade name using a relief-from-royalty model. Principal assumptions under the relief-from-royalty model include royalty rates, growth rates in revenues, estimates of future expected changes in operating margins, terminal value growth rates, and a discount rate based on a weighted-average cost of capital that reflects current market conditions. We assess the indefinite-lived trade names for impairment separately from goodwill. Self-Insurance Reserves Self-insurance reserves are recorded for the estimated amounts of guest and employee claims and related expenses incurred each period. Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon our historical claim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon our claims data history. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. As of December 31, 2021 and December 31, 2020, the accrued self-insurance reserves totaled $24.6 million and $22.3 million, respectively. Derivative Financial Instruments We are exposed to market risks, primarily resulting from changes in interest rates and currency exchange rates. To manage these risks, we may enter into derivative transactions pursuant to our overall financial risk management program. We do not use derivative financial instruments for trading purposes. As of December 31, 2021, we had no derivatives designated as cash flow hedges. Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps". Leases We have commitments under various operating leases. Right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The discount rate used to determine the present value of the future lease payments is our incremental borrowing rate as the rate implicit in most of our leases is not readily determinable. As a practical expedient, a relief provided in the accounting standard to simplify compliance, we do not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less and have elected to not separate lease components from non-lease components. The current portion of our lease liability is recorded within " Other accrued liabilities Revenue Recognition and related receivables and contract liabilities As disclosed within the consolidated statements of operations and comprehensive (loss) income, revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other". Due to our highly seasonal operations, a substantial portion of our revenues typically are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns. In some instances, we arrange with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and we act as an agent, resulting in net revenues recorded within the consolidated statements of operations and comprehensive (loss) income. Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other," are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are typically fixed. However, some sponsorship revenues are variable based on achievement of specified operating metrics. We estimate variable revenues and perform a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal. Most deferred revenue from contracts with customers is classified as current within the balance sheet. However, a portion of deferred revenue from contracts with customers is typically classified as non-current due to season-long products sold starting in the current season for use in the subsequent season. Season-long products are typically sold beginning in August of the year preceding the operating season. Season-long products may subsequently be recognized 12 to 16 months after purchase depending on the date of sale. We estimate the number of uses expected outside of the next twelve months for each type of product and classify the related deferred revenue as non-current in the consolidated balance sheets. Except for the non-current deferred revenue described above, our contracts with customers typically have an original duration of one year or less. For these short-term contracts, we use the practical expedient applicable to such contracts and have not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when we expect to recognize this revenue. Further, we elected to recognize incremental costs of obtaining a contract as an expense when incurred as the amortization period of the asset would be less than one year. Lastly, we elected not to adjust consideration for the effects of significant financing components of our installment purchase plans because the terms of these plans do not exceed one year. Advertising Costs Production costs of commercials and programming are expensed in the year first aired. All other costs associated with advertising, promotion and marketing programs are expensed as incurred, or for certain costs, over each park's operating season. Certain prepaid costs incurred through year-end for the following year's advertising programs are included within "Other current assets" in the consolidated balance sheets. Advertising expense totaled $37.0 million in 2021, $10.5 million in 2020 and $67.9 million in 2019. Due to the effects of the COVID-19 pandemic, we suspended all advertising costs in 2020 effective April 2020. For those parks which ultimately opened in 2020, we incurred limited incremental advertising expense for the remainder of 2020 to correspond with lower than typical attendance levels and abbreviated park operating calendars. In 2021, we also incurred less advertising costs than in previous years due to fewer operating days in the year, as well as the execution of a more efficient marketing program. Equity-Based Compensation We measure compensation cost for all equity-based awards at fair value on the date of grant. We recognize the compensation cost over the service period. We recognize forfeitures as they occur. Income Taxes Our legal entity structure includes both partnerships and corporate subsidiaries. We are subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal state and local income taxes on income from our corporate subsidiaries and foreign income taxes on our foreign subsidiary. As such, the total (benefit) provision for taxes includes amounts for the PTP gross income tax and federal, state, local and foreign income taxes. Under applicable accounting rules, the total (benefit) provision for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes. Neither financial reporting income, nor the cash distributions to unitholders, can be used as a substitute for the detailed tax calculations that we must perform annually for our partners. Net income from the Partnership is not treated as passive income for federal income tax purposes. As a result, partners subject to the passive activity loss rules are not permitted to offset income from the Partnership with passive losses from other sources. Our corporate subsidiaries account for income taxes under the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future book and tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are determined using enacted tax rates expected to apply in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in income at the time of enactment of such change in tax law. Any interest or penalties due for payment of income taxes are included in the (benefit) provision for income taxes. Earnings Per Unit For purposes of calculating the basic and diluted earnings per limited partner unit, no adjustments have been made to the reported amounts of net (loss) income. The unit amounts used in calculating the basic and diluted earnings per limited partner unit for the years ended December 31, 2021, 2020 and 2019 are as follows: Years Ended December 31, (In thousands, except per unit amounts) 2021 2020 2019 Basic weighted average units outstanding 56,610 56,476 56,349 Effect of dilutive units: Deferred units ( Note 10 ) — — 50 Performance units ( Note 10 ) — — 118 Restricted units ( Note 10 ) — — 275 Unit options ( Note 10 ) — — 129 Diluted weighted average units outstanding 56,610 56,476 56,921 Net (loss) income per unit - basic $ (0.86) $ (10.45) $ 3.06 Net (loss) income per unit - diluted $ (0.86) $ (10.45) $ 3.03 There were approximately 0.4 million and 0.3 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the years ended December 31, 2021 and 2020, respectively, as their effect would have been anti-dilutive due to the net loss in the period. Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing specific exceptions and clarifying and amending existing guidance under Topic 740, Income Taxes. ASU 2019-12 is effective for fiscal years after December 15, 2020 and interim periods within those years. Early adoption is permitted, including adoption in any interim period, but all amendments must be adopted in the same period. The allowable adoption methods differ under the various amendments. We adopted ASU 2019-12 as of January 1, 2021. The standard did not have an effect on the consolidated financial statements and related disclosures. In November 2021, the FASB issued Accounting Standards Update No. 2021-10, Disclosures by Business Entities about Government Assistance ("ASU 2021-10"). ASU 2021-10 requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021. Early application is permitted. The amendments can be applied either prospectively or retrospectively. We adopted ASU 2021-10 retrospectively by providing the prescribed annual disclosures as part of these financial statements within the Income and Partnership Taxes footnote (see Note 12 ). New Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. In January 2021, the FASB amended ASU 2020-04 by issuing Accounting Standards Update No. 2021-01, Reference Rate Reform Scope ("ASU 2021-01"). ASU 2021-01 clarifies the scope of optional expedients and exceptions to derivatives that are affected by the discounting transition. We are in the process of evaluating the effect these standards will have on the consolidated financial statements and related disclosures. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions: On July 1, 2019, we completed the acquisition of two water parks and one resort in Texas, the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston ("Schlitterbahn parks"), for a cash purchase price of $257.7 million. The acquisition increased our presence in growing and attractive markets and further diversified our portfolio of properties. The Schlitterbahn parks are included within our single reportable segment of amusement/water parks with accompanying resort facilities. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon management's estimated fair values at the date of acquisition. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired, such excess was allocated to goodwill. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $178.0 million, property and equipment of $58.1 million, an indefinite-lived trade name of $23.2 million, covenants not to compete of $0.2 million and a net working capital deficit of $3.3 million were recorded. We also assumed a lease commitment for the land on which Schlitterbahn Waterpark Galveston is located. This land lease resulted in the recognition of an additional right-of-use asset totaling $6.8 million and an additional corresponding lease liability totaling $5.3 million. All goodwill is expected to be deductible for income tax purposes. Due to the negative effects of the COVID-19 pandemic on our forecasted operating results, we tested the long-lived assets, goodwill and indefinite-lived intangible assets of the Schlitterbahn parks for impairment during the first and third quarters of 2020. This resulted in impairment charges at the Schlitterbahn parks of $2.7 million for long-lived assets, $73.6 million for goodwill and $7.9 million for the Schlitterbahn trade name during the first quarter of 2020, and $11.3 million for goodwill and $2.2 million for the Schlitterbahn trade name during the third quarter of 2020 (see Note 6 and Note 7 ). |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition:As disclosed within the consolidated statements of operations and comprehensive (loss) income, revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other". The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented. The amounts are not comparable due to the effects of the COVID-19 pandemic. Years Ended December 31, (In thousands) 2021 2020 2019 In-park revenues $ 1,209,505 $ 120,370 $ 1,349,903 Out-of-park revenues 167,978 67,375 168,708 Concessionaire remittance (39,264) (6,190) (43,686) Net revenues $ 1,338,219 $ 181,555 $ 1,474,925 Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest at the beginning of the calendar year following the close of our parks' operating seasons. Season-long products represent most of the deferred revenue balance in any given period. Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders received a full season of access to our parks. 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 deferred from 2020 into 2021. All 2020 and 2021 season-long product revenue has been recognized as of December 31, 2021 except for season-long product extensions into 2022 at two parks. In the first quarter of 2021, Knott's Berry Farm offered a further day-for-day extension into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in 2021, as well as a further extension for out-of-state season pass holders due to more restrictive state guidelines for out-of-state visitors. In the second quarter of 2021, Canada's Wonderland extended its 2020 and 2021 season-long products through September 5, 2022. No other parks offered similar plans. We expect deferred revenue related to these further extended season-long products to be realized within 12 months from the balance sheet date. In order to calculate revenue recognized on these extended season-long products, management made significant estimates regarding the estimated number of uses expected for these season-long products for admission, dining, beverage and other products, including during interim periods. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic. Of the $183.4 million of current deferred revenue recorded as of January 1, 2021, 90% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, marina deposits, advanced resort reservations, and other deferred revenue. During the year ended December 31, 2021, approximately $163 million of the deferred revenue balance as of January 1, 2021 was recognized. Typically, all deferred revenue as of January 1, 2021 would have been recognized by December 31, 2021 except for an immaterial amount of deferred revenue for prepaid products such as gift cards and prepaid games cards. The deferred revenue unrecognized from the $183.4 million of current deferred revenue recorded as of January 1, 2021 was due to the extension of the validity of our 2020 and 2021 season-long products into the 2022 operating season at two of our parks. As of January 1, 2021, we also had recorded $10.5 million of non-current deferred revenue which largely represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 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 three monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are highest in the peak summer months and lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of December 31, 2021 and December 31, 2020, we recorded a $5.7 million and $8.7 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. 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. As of December 31, 2021, all 2020 and 2021 installment plans had concluded. |
Long-Lived Assets
Long-Lived Assets | 12 Months Ended |
Dec. 31, 2021 | |
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | |
Long-Lived Assets | Long-Lived Assets: Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the consolidated financial statements. We concluded indicators of impairment did not exist during 2021. We based our conclusion on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our forecasted operating results, we tested our long-lived assets for impairment. We concluded the estimated fair values of the long-lived assets at the Schlitterbahn parks no longer exceeded the related carrying values during the first quarter of 2020. Therefore, we recorded a $2.7 million impairment charge 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 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. Remaining acreage from the former WildWater Kingdom, a separately gated outdoor water park located near Cleveland in Aurora, Ohio, was recorded within "Other Assets" in the prior period consolidated balance sheet ($2.1 million as of December 31, 2020). All remaining acreage from this property was sold during the second quarter of 2021. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets, including trade names are reviewed for impairment annually, or more frequently if indicators of impairment exist. During 2021, we concluded indicators of impairment did not exist. We based our conclusion on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions. During the first and third quarters of 2020 and due to the negative effects of the COVID-19 pandemic on our forecasted operating results, we tested our goodwill and indefinite-lived intangible assets for impairment. We concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. We also recorded an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the consolidated statement of operations and comprehensive loss. We performed our annual impairment test as of the first days of the fourth quarter in 2021 and 2020, respectively, and concluded there was no further impairment of the carrying value of goodwill or other indefinite-lived intangible assets in either period. 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. Our indefinite-lived intangible assets consist of trade names. The fair value of our trade names was calculated using a relief-from-royalty model. The impairment charges recognized were for the amount by which the trade name's carrying amount exceeded its fair value. Management made significant estimates calculating the fair value of our reporting units and trade names. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic. Changes in the carrying value of goodwill for the years ended December 31, 2021 and December 31, 2020 were: (In thousands) Goodwill Balance as of December 31, 2019 $ 359,654 Impairment (93,929) Foreign currency exchange translation 1,236 Balance as of December 31, 2020 $ 266,961 Impairment — Foreign currency exchange translation 271 Balance as of December 31, 2021 $ 267,232 As of December 31, 2021 and December 31, 2020, other intangible assets consisted of the following: (In thousands) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value December 31, 2021 Other intangible assets: Trade names — $ 49,515 $ — $ 49,515 License / franchise agreements 12.0 years 4,262 (3,783) 479 Total other intangible assets $ 53,777 $ (3,783) $ 49,994 December 31, 2020 Other intangible assets: Trade names — $ 49,454 $ — $ 49,454 License / franchise agreements 7.1 years 4,259 (3,425) 834 Total other intangible assets $ 53,713 $ (3,425) $ 50,288 Amortization expense of finite-lived other intangible assets for 2021, 2020 and 2019 was immaterial and is expected to be immaterial going forward. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt: Long-term debt as of December 31, 2021 and December 31, 2020 consisted of the following: (In thousands) December 31, 2021 December 31, 2020 U.S. term loan averaging 1.85% in 2021; 2.70% in 2020 (due 2017-2024) (1) $ 264,250 $ 264,250 Notes 2024 U.S. fixed rate senior unsecured notes at 5.375% — 450,000 2025 U.S. fixed rate senior secured notes at 5.500% 1,000,000 1,000,000 2027 U.S. fixed rate senior unsecured notes at 5.375% 500,000 500,000 2028 U.S. fixed rate senior unsecured notes at 6.500% 300,000 300,000 2029 U.S. fixed rate senior unsecured notes at 5.250% 500,000 500,000 2,564,250 3,014,250 Less current portion — — 2,564,250 3,014,250 Less debt issuance costs and original issue discount (45,314) (60,006) $ 2,518,936 $ 2,954,244 (1) The weighted average interest rates do not reflect the effect of interest rate swap agreements (see Note 9 ). Term Debt and Revolving Credit Facilities In April 2017, we amended and restated our existing credit agreement (the "2017 Credit Agreement") which includes our senior secured term loan facility and senior secured revolving credit facility. The $750 million senior secured term loan facility under the 2017 Credit Agreement matures on April 15, 2024 and, following an amendment in March 2018, bears interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the March 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (the "Second Amendment") to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. In conjunction with the Second Amendment, we prepaid $463.3 million of our outstanding senior secured term loan facility. Following the prepayment, we do not have any required remaining scheduled quarterly payments on our senior secured term loan facility. We may prepay some or all of our term debt without premium or penalty at any time. A schedule of minimum annual maturities for our senior secured term loan facility follows: (In thousands) 2022 2023 2024 2025 2026 2027 and beyond Total U.S. term loan — — $ 264,250 — — — $ 264,250 In September 2020, in response to the continuing effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (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. The facilities provided under the 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership. In connection with the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of $100 million bringing our total senior secured revolving credit facility capacity under the 2017 Credit Agreement to $375 million with a Canadian sub-limit of $15 million. Senior secured revolving credit facility borrowings following the Second Amendment bore interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps and required the payment of a 37.5 bps commitment fee per annum on the unused portion of the revolving credit facility. The revolving credit facility was scheduled to mature in April 2022 under the Second Amendment. In September 2020, the Third Amendment extended the maturity date of $300 million of the $375 million senior secured revolving credit facility to December 2023 (which portion of the facility is subsequently referred to as the "2023 Revolving Credit Facility Capacity"). Under the Third Amendment, the 2023 Revolving Credit Facility Capacity bears interest at LIBOR plus 350 bps or CDOR plus 250 bps and requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the 2023 Revolving Credit Facility Capacity, in each case without any step-downs. The terms of the remaining $75 million available under the senior secured revolving credit facility remain unchanged from the Second Amendment. Prior to the Second Amendment and Third Amendment, our senior secured revolving credit facility had a combined limit of $275 million with a Canadian sub-limit of $15 million and bore interest at LIBOR or CDOR plus 200 bps. The 2017 Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of December 31, 2021 and December 31, 2020, no amounts were outstanding under the revolving credit facility. After letters of credit of $15.8 million and $15.9 million, we had $359.2 million and $359.1 million of available borrowings under our revolving credit facility as of December 31, 2021 and December 31, 2020, respectively. We did not borrow on the revolving credit facility during 2021. Notes 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 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 paid interest semi-annually in June and December, with the principal due in full on June 1, 2024. On December 17, 2021, we redeemed all of the 2024 senior notes at a redemption price equal to 100.896% of the principal amount plus accrued and unpaid interest. As a result, we recognized a $5.9 million loss on early debt extinguishment during the fourth quarter of 2021, inclusive of debt premium payments of $4.1 million and the write-off of debt issuance costs of $1.8 million. In April 2017, we issued $500 million of 5.375% senior unsecured notes due 2027 ("2027 senior notes"). The 2027 senior notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at 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 was for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. As market conditions warrant, we may from time to time repurchase our outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise. Covenants The 2017 Credit Agreement, as amended, includes: (i) a Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA Quarters"); (ii) a requirement that we maintain a minimum liquidity level of at least $125 million, tested at all times, until the earlier of December 31, 2022 or the termination of the Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022); and (iii) a suspension of certain Restricted Payments, including partnership distributions, under the credit agreement until the termination of the Additional Restrictions Period. We may terminate the Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. We were in compliance with the applicable financial covenants under our credit agreement during 2021. Our fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 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 5.25x, we can still make Restricted Payments of $100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.25x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.25x as of December 31, 2021. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments: Derivative financial instruments are used within our overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge exposure to LIBOR rate changes, we are exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that we believe poses minimal credit risk. We do not use derivative financial instruments for trading purposes. As of December 31, 2021 and December 31, 2020, we 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 resulted 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 the interest rate swap agreements are designated as hedging instruments. The fair value of our swap portfolio, including the location within the consolidated balance sheets, for the periods presented were as follows: (In thousands) Balance Sheet Location December 31, 2021 December 31, 2020 Derivatives not designated as hedging instruments: Interest rate swaps Derivative Liability $ (20,086) $ (39,086) |
Partners' Equity and Equity-Bas
Partners' Equity and Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Partners' Capital Notes [Abstract] | |
Partners' Equity and Equity-Based Compensation | Partners' Equity and Equity-Based Compensation: Special L.P. Interests In accordance with the Partnership Agreement, certain partners were allocated $5.3 million of 1987 and 1988 taxable income (without any related cash distributions) for which they received Special L.P. Interests. The Special L.P. Interests do not participate in cash distributions and have no voting rights. However, the holders of Special L.P. Interests will receive in the aggregate $5.3 million upon liquidation of the Partnership. Equity-Based Incentive Plan The 2016 Omnibus Incentive Plan was approved by our unitholders in June 2016 and allows the awarding of up to 2.8 million unit options and other forms of equity as determined by the Compensation Committee of the Board of Directors as an element of compensation to senior management, key employees and directors. The 2016 Omnibus Incentive Plan superseded the 2008 Omnibus Incentive Plan which was approved by our unitholders in May 2008 and allowed the awarding of up to 2.5 million unit options and other forms of equity. Outstanding awards under the 2008 Omnibus Incentive Plan continue to be in effect and are governed by the terms of that plan. The 2016 Omnibus Incentive Plan provides an opportunity for officers, directors, and eligible persons to acquire an interest in the growth and performance of our units and provides employees annual and long-term incentive awards as determined by the Board of Directors. Under the 2016 Omnibus Incentive Plan, the Compensation Committee of the Board of Directors may grant unit options, unit appreciation rights, restricted units, performance awards, other unit awards, cash incentive awards and unrestricted unit awards. The awards granted by the Compensation Committee fall into two categories, Awards Payable in Cash or Equity, and Awards Payable in Equity. The impact of these awards is more fully described below. Equity-based compensation expense recognized in the consolidated statements of operations and comprehensive (loss) income within "Selling, General and Administrative Expense" for the applicable periods was as follows: Years Ended December 31, (In thousands) 2021 (1) 2020 (2) 2019 Awards Payable in Cash or Equity Deferred units $ 1,014 $ (588) $ 611 Awards Payable in Equity Performance units 10,554 (5,270) 5,535 Restricted units 4,878 5,061 6,375 Total equity-based compensation expense $ 16,446 $ (797) $ 12,521 (1) Due to the effects of the COVID-19 pandemic on 2020 results, the 2018-2020 three-year performance plan was below the payout threshold. Given that two full years of the program were completed, the 2018-2020 performance unit awards were modified to allow for a payout taking into account 2018-2019 results, management's performance relative to 2020 COVID-19 strategic goals and 2020 pre-COVID-19 forecast, resulting in $3.9 million of additional expense recognized during the year ended December 31, 2021. (2) The market value of our deferred unit awards and the anticipated payout of our annual performance unit awards decreased due to the effects of the COVID-19 pandemic resulting in expense reversed during the year ended December 31, 2020. Awards Payable in Cash or Equity Deferred Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Outstanding deferred units at December 31, 2020 46 $ 52.07 Granted 10 $ 50.06 Outstanding deferred units at December 31, 2021 56 $ 51.70 Deferred unit awards vest over a one-year period and the settlement of these units is deferred until the individual's service to the Partnership ends. The deferred units begin to accumulate distribution-equivalents upon vesting and are paid when the restriction ends. The effect of outstanding deferred unit awards has been included in the diluted earnings per unit calculation for the year ended December 31, 2019, as a portion of the awards are expected to be settled in limited partnership units. As of December 31, 2021, the market value of the deferred units was $2.8 million, was classified as current and was recorded within "Other accrued liabilities" within the consolidated balance sheet. As of December 31, 2021, there was no unamortized expense related to unvested deferred unit awards as all units were fully vested. Awards Payable in Equity Performance Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested performance units at December 31, 2020 81 $ 27.92 Granted (1) 460 $ 46.86 Forfeited (29) $ 47.26 Vested (1) (82) $ 47.66 Unvested performance units at December 31, 2021 430 $ 43.13 (1) Due to the effects of the COVID-19 pandemic on 2020 results, the 2018-2020 three-year performance plan was below the payout threshold. Given that two full years of the program were completed, the 2018-2020 performance unit awards were modified to allow for a payout taking into account 2018-2019 results, management's performance relative to 2020 COVID-19 strategic goals and 2020 pre-COVID-19 forecast, resulting in 82,000 units both granted and vested during the year ended December 31, 2021. Our annual performance unit awards based upon the 2019-2021 and 2020-2022 three-year performance periods are not anticipated to payout due to the effects of the COVID-19 pandemic. The number of performance units issuable under these annual performance unit awards are contingently based upon certain performance targets over each three-year vesting period. The annual performance awards and the related forfeitable distribution-equivalent units generally are paid out in the first quarter following the performance period in limited partnership units. Of the unvested performance units outstanding as of December 31, 2021, 91,818 represented performance-based other units awarded in 2020 to incentivize optimal executive performance in light of the effects of the COVID-19 pandemic. The number of units issuable were contingently based upon the level of attainment of various performance objectives over a six-month period with the awards payable in limited partnership units following the one-year anniversary of the six-month performance period, which will occur in the first quarter of 2022. These unit awards do not earn distribution-equivalent units. The remaining outstanding performance units as of December 31, 2021 represented 2021-2025 performance-based units awarded in 2021. These units were awarded instead of the traditional annual performance unit awards with three-year performance periods due to continued uncertainty related to the COVID-19 pandemic. The number of performance units issuable under the 2021-2025 performance-based unit awards are contingently based upon three separate financial performance targets which can vest over a three The effect of outstanding performance unit awards, for which the performance conditions had been met, have been included in the diluted earnings per unit calculation for the year ended December 31, 2019. As of December 31, 2021, unamortized compensation expense related to unvested performance unit awards was $11.1 million, which is expected to be amortized over a weighted average period of 2.0 years. The fair value of the performance units is based on the unit price the day before the date of grant. We assess the probability of the performance targets being met and may reverse prior period expense or recognize additional expense accordingly. Restricted Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested restricted units at December 31, 2020 219 $ 54.77 Granted 127 $ 47.39 Forfeited (9) $ 48.40 Vested (109) $ 57.82 Unvested restricted units at December 31, 2021 228 $ 49.44 The majority of our annual restricted unit awards vest evenly over an approximate three-year period. However, as of December 31, 2021, 60,582 units outstanding vest following an approximate three-year cliff vesting period, and 8,833 units outstanding vest under alternate vesting schedules, all of which approximate three years. Restrictions on our restricted unit awards lapse upon vesting. During the vesting period for restricted unit awards, the units accumulate forfeitable distribution-equivalents, which, when the units are fully vested, are payable in cash. As of December 31, 2021, the amount of forfeitable distribution equivalents accrued totaled $0.3 million; $0.2 million of which was classified as current and recorded within "Other accrued liabilities" within the consolidated balance sheet and $0.1 million of which was classified as non-current and recorded within "Other Liabilities". As of December 31, 2021, unamortized compensation expense, determined as the market value of the units on the day before the date of grant, related to unvested restricted unit awards was $5.5 million, which is expected to be amortized over a weighted average period of 1.8 years. Unit Options (In thousands, except per unit amounts) Unit Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at December 31, 2020 352 $ 34.50 Exercised (234) $ 34.12 Options outstanding at December 31, 2021 118 $ 35.27 Options exercisable, end of year 118 $ 35.27 0.9 years $ 1,740 Unit options are issued with an exercise price no less than the market closing price of the Partnership's units on the day before the date of grant. Outstanding unit options vested over three years and have a maximum term of ten years. As of December 31, 2021, we had 117,638 fixed-price unit options outstanding under the 2008 Omnibus Incentive Plan. No options have been granted under the 2016 Omnibus Incentive Plan. The range of exercise prices of unit options outstanding was $29.53 to $36.95 as of December 31, 2021. The total intrinsic value of unit options exercised during the years ended December 31, 2021, 2020 and 2019 was $2.0 million, $0.0 million, and $0.1 million, respectively. We have a policy of issuing limited partnership units from treasury to satisfy unit option exercises and we expect our treasury unit balance to be sufficient for 2022 based on estimates of unit option exercises for that period. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Retirement Plans: We have trusteed, noncontributory retirement plans for most of our full-time employees. Contributions are discretionary and amounts accrued were approximately $1.8 million and $4.7 million for the years ended December 31, 2021 and 2019, respectively. For the year ended December 31, 2020, we did not make any discretionary contributions due to the effects of the COVID-19 pandemic on our financial performance. Additionally, we have a trusteed, contributory retirement plan for most of our full-time employees. This plan permits employees to contribute specified percentages of their salary, matched up to a limit. Matching contributions, net of forfeitures, approximated $4.7 million, $3.8 million and $3.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.In addition, approximately 275 employees are covered by union-sponsored, multi-employer pension plans for which approximately $1.9 million, $2.0 million and $2.0 million were contributed for the years ended December 31, 2021, 2020 and 2019, respectively. We have no plans to withdraw from any of the multi-employer plans. |
Income and Partnership Taxes
Income and Partnership Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income and Partnership Taxes | Income and Partnership Taxes: Federal and state tax legislation in 1997 provided a permanent income tax exemption to existing publicly traded partnerships (PTP), such as Cedar Fair, L.P., with a PTP tax levied on partnership gross income (net revenues less cost of food, merchandise and games) beginning in 1998. In addition, income taxes are recognized for the amount of income taxes payable by Cedar Fair, L.P. and its corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities that represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. As such, the "Provision (benefit) for taxes" includes amounts for both the PTP tax and for federal, state, local and foreign income taxes. The 2021 tax provision totaled $20.0 million, which consisted of a $10.3 million provision for the PTP tax and a $9.7 million provision for income taxes. This compared with a 2020 tax benefit of $137.9 million, which consisted of a $2.5 million provision for the PTP tax and a $140.4 million benefit for income taxes, and a 2019 tax provision of $42.8 million, which consisted of a $12.1 million provision for the PTP tax and a $30.7 million provision for income taxes. The calculation of the tax provision (benefit) involves significant estimates and assumptions. Actual results could differ from those estimates. Significant components of (loss) income before taxes for the years ended December 31, 2021, 2020 and 2019 were as follows: (In thousands) 2021 2020 2019 Domestic $ (3,603) $ (675,746) $ 167,510 Foreign (24,880) (52,412) 47,644 Total (loss) income before taxes $ (28,483) $ (728,158) $ 215,154 The provision (benefit) for income taxes was comprised of the following for the years ended December 31, 2021, 2020 and 2019: (In thousands) 2021 2020 2019 Current federal $ (21,438) $ (61,726) $ 22,745 Current state and local 1,395 (3,747) 6,261 Current foreign 2,896 (32,987) 5,759 Total current (17,147) (98,460) 34,765 Deferred federal, state and local 17,870 (43,220) (5,953) Deferred foreign 9,018 1,287 1,847 Total deferred 26,888 (41,933) (4,106) Total provision (benefit) for income taxes $ 9,741 $ (140,393) $ 30,659 The provision (benefit) for income taxes for the corporate subsidiaries differed from the amount computed by applying the U.S. federal statutory income tax rate of 21% to (loss) income before taxes. The sources and tax effects of the differences were as follows: (In thousands) 2021 2020 2019 Income tax provision based on the U.S. federal statutory tax rate $ (5,981) $ (152,913) $ 45,182 Partnership loss (income) not subject to corporate income tax 257 47,631 (14,031) State and local taxes, net 776 (20,594) 4,906 Valuation allowance 14,619 3,150 196 Expired foreign tax credits 888 2,253 — Tax credits (901) (426) (1,026) Change in U.S. tax law (1,326) (17,983) 111 Foreign currency translation losses (gains) 1,143 (1,455) (4,707) Nondeductible expenses and other 266 (56) 28 Total provision (benefit) for income taxes $ 9,741 $ (140,393) $ 30,659 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred tax assets and liabilities as of December 31, 2021 and December 31, 2020 were as follows: (In thousands) 2021 2020 Deferred tax assets: Compensation $ 11,835 $ 5,800 Accrued expenses 5,051 5,408 Foreign tax credits 8,392 8,765 Tax attribute carryforwards 20,580 13,224 Derivatives 5,021 9,771 Foreign currency 2,523 5,318 Deferred revenue 3,539 10,012 Deferred tax assets 56,941 58,298 Valuation allowance (24,374) (9,755) Net deferred tax assets 32,567 48,543 Deferred tax liabilities: Property (78,062) (68,256) Intangibles (20,988) (19,882) Deferred tax liabilities (99,050) (88,138) Net deferred tax liability $ (66,483) $ (39,595) We record a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The need for this allowance is based on several factors including the carryforward periods for net operating losses and tax credits, prior experience of tax credit limitations, and management's long-term estimates of domestic and foreign source income. As of December 31, 2021, we recorded a $24.4 million valuation allowance which was a combination of three items. First, as of December 31, 2021, we had $20.6 million of tax attribute carryforwards consisting of $15.5 million for the tax effect of state net operating loss carryforwards, $2.5 million for the tax effect of business interest limitation carryforwards, $2.5 million for the tax effect of Canadian capital loss carryforwards and $0.1 million for the tax effect of Canadian net operating loss carryforwards. The unused state net operating loss carryforwards will expire from 2025 to 2040. We do not expect to fully realize all of these tax attribute carryforwards. As such, we recorded a $13.6 million valuation allowance relating to the tax effect of state net operating loss carryforwards as of December 31, 2021. This represented a $5.4 million increase in the valuation allowance from 2020 due to continuing losses in the corporate subsidiaries. Second, as of December 31, 2021, we recorded an $8.4 million valuation allowance related to an $8.4 million deferred tax asset for foreign tax credit carryforwards. This represented a $6.8 million increase in the valuation allowance from 2020 primarily due to overall foreign losses generated in the carryback period being unavailable to offset foreign branch basket income in the future. Lastly, as of December 31, 2021, we recorded a $2.4 million valuation allowance relating to Canadian capital losses generated during 2020 that can only offset Canadian capital income. In total, the valuation allowance increased $14.6 million from 2020 inclusive of the tax effect of state net operating losses, foreign tax credit carryforwards and Canadian capital losses. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was signed into law. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of these changes, we expect to recognize two benefits. First, we expect to carryback the 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 as of December 31, 2021 and $55.4 million as of December 31, 2020. Second, as of December 31, 2021 and December 31, 2020, the annual effective tax rate included a net benefit of $1.7 million and $18.1 million, respectively, from carrying back the projected 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 $4.7 million and $16.1 million as of December 31, 2021 and December 31, 2020, respectively, 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 December 31, 2021 and December 31, 2020, $79.7 million and $55.4 million in tax refunds, respectively, attributable to the net operating loss in the 2020 tax year being carried back to prior years in the United States, and an additional $9.5 million and $11.9 million in tax refunds, respectively, attributable to the net operating loss of our Canadian corporate subsidiary being carried back to prior years in Canada, were recorded within "Current income tax receivable" in the consolidated balance sheet. We initially anticipated receiving these tax refunds in the fourth quarter of 2021. As of December 31, 2021, we anticipate receiving these tax refunds during 2022. These amounts were offset by accrued tax payments within the same jurisdictions for tax year 2021. During the year ended December 31, 2020, additional benefits from the CARES Act included an $8.2 million deferral of the employer's share of Social Security taxes and $3.7 million in tax benefits from the Employee Retention Credit program. We also received $0.5 million in tax benefits from the Employee Retention Credit program during the year ended December 31, 2021. The deferral of the employer's share of Social Security taxes is payable in 50% increments in the fourth quarter of 2021 and the fourth quarter of 2022. The current portion of the deferral was included within "Accrued salaries, wages and benefits" and the 2020 non-current portion of the deferral was included within "Other Liabilities" within the consolidated balance sheets. The tax benefits from the Employee Retention Credit program were recorded as a reduction to wage expense within the consolidated statement of operations and comprehensive (loss) income as the benefits were offered to defray labor costs during the COVID-19 pandemic . We also received $5.1 million and $5.0 million from the Canada Emergency Wage Subsidy ("CEWS") during the years ended December 31, 2021 and December 31, 2020, respectively. The CEWS provides cash payments to Canadian employers that experienced a decline in revenues related to the COVID-19 pandemic. We also recorded the CEWS payments as a reduction to wage expense within the consolidated statement of operations and comprehensive (loss) income as the payments were offered to defray labor costs during the COVID-19 pandemic . We have recorded a deferred tax liability of $3.3 million and $3.2 million as of December 31, 2021 and December 31, 2020, respectively, to account for foreign currency translation adjustments in other comprehensive income. Our unrecognized tax benefits, including accrued interest and penalties, were not material in any year presented. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease Commitments | Lease Commitments: Our most significant lease commitments include office space for our corporate office in Charlotte, North Carolina and the land on which Schlitterbahn Waterpark Galveston is located. The corporate office space is leased through 2029. The Schlitterbahn Waterpark Galveston land lease has an initial term through 2024 with renewal options through 2049. We have also entered into various operating leases for office equipment, vehicles, storage and revenue-generating assets. As a lessor, we lease a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events. The parking lot lease is effective through the life of the stadium, which we estimate to be approximately 25 years, from the opening of the stadium through 2039. The lease payments were prepaid, and the corresponding income is being recognized over the life of the stadium. The annual lease income recognized is immaterial. Prior to the second quarter of 2019, our most significant lease commitment was for the land on which California's Great America is located in the City of Santa Clara, which had an initial term through 2039 with renewal options through 2074. On June 28, 2019, we purchased the land at California's Great America from the lessor, the City of Santa Clara, for $150.3 million. Total lease cost and related supplemental information for the years ended December 31, 2021, 2020 and 2019 were as follows: Years Ended December 31, (In thousands, except for lease term and discount rate) 2021 2020 2019 Operating lease expense $ 2,711 $ 2,797 $ 5,623 Variable lease expense 872 173 1,579 Short-term lease expense 7,563 2,205 6,635 Sublease income — — (244) Total lease cost $ 11,146 $ 5,175 $ 13,593 Weighted-average remaining lease term 14.1 years 16.8 years 16.7 years Weighted-average discount rate 3.7 % 4.1 % 4.2 % Operating cash flows for operating leases $ 2,299 $ 2,679 $ 5,494 Leased assets obtained in exchange for new operating lease liabilities (non-cash activity) $ 4,914 $ 1,769 $ 5,512 Future undiscounted cash flows under our operating leases and a reconciliation to the operating lease liabilities recognized as of December 31, 2021 are included below: (In thousands) December 31, 2021 Undiscounted cash flows 2022 $ 2,467 2023 2,158 2024 1,742 2025 1,635 2026 1,393 Thereafter 10,769 Total $ 20,164 Present value of cash flows Current lease liability $ 1,962 Lease Liability 13,345 Total $ 15,307 Difference between undiscounted cash flows and discounted cash flows $ 4,857 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements: The table below presents the balances of assets and liabilities measured at fair value as of December 31, 2021 and December 31, 2020 on a recurring basis, as well as the fair values of other financial instruments, including their locations within the consolidated balance sheets: (In thousands) December 31, 2021 December 31, 2020 Consolidated Balance Sheet Location Fair Value Hierarchy Level Carrying Value Fair Value Carrying Value Fair Value Financial assets (liabilities) measured on a recurring basis: Short-term investments Other current assets Level 1 $ 478 $ 478 $ 280 $ 280 Interest rate swaps Derivative Liability Level 2 $ (20,086) $ (20,086) $ (39,086) $ (39,086) Other financial assets (liabilities): Term debt Long-Term Debt (1) Level 2 $ (264,250) $ (257,644) $ (264,250) $ (253,680) 2024 senior notes Long-Term Debt (1) Level 1 — — $ (450,000) $ (451,125) 2025 senior notes Long-Term Debt (1) Level 2 $ (1,000,000) $ (1,035,000) $ (1,000,000) $ (1,043,750) 2027 senior notes Long-Term Debt (1) Level 1 $ (500,000) $ (513,750) $ (500,000) $ (507,500) 2028 senior notes Long-Term Debt (1) Level 1 (2) $ (300,000) $ (319,125) $ (300,000) $ (318,000) 2029 senior notes Long-Term Debt (1) Level 1 $ (500,000) $ (513,750) $ (500,000) $ (505,625) (1) Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $45.3 million and $60.0 million as of December 31, 2021 and December 31, 2020, respectively. (2) The 2028 senior notes were based on Level 1 inputs as of December 31, 2021 and Level 2 inputs as of December 31, 2020. Fair values of the interest rate swap agreements are determined using significant inputs, including LIBOR forward curves, which are considered Level 2 observable market inputs. Due to the negative effects of the COVID-19 pandemic on our forecasted 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 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. During the first quarter of 2020, we also concluded the estimated fair value of the long-lived assets of the Schlitterbahn parks no longer exceeded their carrying values. Therefore, as of March 29, 2020 and September 27, 2020, these assets were measured at fair value. We recorded a $2.7 million, $73.6 million and $7.9 million impairment charge to long-lived assets, goodwill and the trade name at the Schlitterbahn parks, respectively, and a $6.8 million impairment charge to goodwill at Dorney Park during the first quarter of 2020. We also recorded an $11.3 million and $2.2 million impairment charge to goodwill and the trade name at the Schlitterbahn parks, respectively, and a $2.3 million impairment charge to goodwill at Dorney Park during the third quarter of 2020. The long-lived asset impairment charge was recorded in "Loss on impairment / retirement of fixed assets", and the goodwill and intangible asset impairment charges were recorded in "Loss on impairment of goodwill and other intangibles" within the consolidated statements 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. The carrying value of cash and cash equivalents, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of December 31, 2021 or December 31, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of ConsolidationThe consolidated financial statements include the accounts of the Partnership and its subsidiaries, all of which are wholly owned or the Partnership is the primary beneficiary. Intercompany transactions and balances are eliminated in consolidation. |
Foreign Currency | Foreign Currency The U.S. dollar is our reporting currency and the functional currency for most of our operations. The financial statements of our Canadian subsidiary are measured using the Canadian dollar as its functional currency. Assets and liabilities are translated into U.S. dollars at the appropriate spot rates as of the balance sheet date, while income and expenses are translated at average monthly exchange rates. Translation gains and losses are included as components of accumulated other comprehensive (loss) income in partners' equity (deficit). Gains or losses from remeasuring foreign currency transactions from the transaction |
Segment Reporting | Segment Reporting Our properties operate autonomously, and management reviews operating results, evaluates performance and makes operating decisions, including the allocation of resources, on a property-by-property basis. In addition to reviewing and evaluating performance of the business at the property level, the structure of our management incentive compensation systems is centered on the operating results of each property as an integrated operating unit. Therefore, each property represents a separate operating segment of our business with the exception of the Schlitterbahn parks, which are aggregated into one segment. Although we manage our properties with a high degree of autonomy, each property offers and markets a similar collection of products and services to similar customers. In addition, our properties have similar economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, in-park per capita spending, net revenue, operating margin and operating profit. Therefore, we operate within a single reportable segment of amusement/water parks with accompanying resort facilities. |
Estimates | Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during each period. Actual results could differ from those estimates. |
Fair Value | Fair Value Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, or an exit price. Inputs to valuation techniques used to measure fair value may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, a hierarchical disclosure framework ranks the quality and reliability of information used to determine fair values. The three broad levels of inputs defined by the fair value hierarchy are as follows: • Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and liabilities recognized or disclosed at fair value on a recurring basis include our derivatives, debt and short-term investments. |
Cash and Cash Equivalents | Cash and Cash EquivalentsWe consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. |
Inventories | InventoriesOur inventories primarily consist of purchased products, such as merchandise and food, for sale to our customers. Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) or average cost methods of accounting at the park level. |
Property and Equipment | Property and EquipmentProperty and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are generally capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. An impairment loss may be recognized when estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying amounts of the assets. Fair value is generally determined using a combination of a cost and market approach. Significant factors considered in the cost approach include replacement cost, reproduction cost, depreciation, physical deterioration, functional obsolescence and economic obsolescence of the assets. The market approach estimates fair value by utilizing market data for similar assets. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. |
Accounting for Business Combinations | Accounting for Business Combinations Business combinations are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, valuations supplied by independent appraisal experts and other relevant information. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment by management. |
Goodwill | Goodwill Goodwill is reviewed annually for impairment, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is allocated to reporting units and goodwill impairment tests are performed at the reporting unit level. We perform our annual goodwill impairment test as of the first day of the fourth quarter. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that a reporting unit is impaired. If we do not perform a qualitative assessment, or if we determine that it is not more likely than not that the fair value of the reporting unit exceeds its carrying amount, we calculate the fair value of the reporting unit. The fair value of a reporting unit is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses a reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results are established using management's best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. A market approach estimates fair value by applying cash flow multiples to the reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. If an impairment is identified, an impairment charge is recognized for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. |
Other Intangible Assets | Other Intangible Assets Our finite-lived intangible assets consist primarily of license and franchise agreements. These intangible assets are amortized on a straight-line basis over the life of the agreement, ranging from two |
Self Insurance Reserves | Self-Insurance ReservesSelf-insurance reserves are recorded for the estimated amounts of guest and employee claims and related expenses incurred each period. Reserves are established for both identified claims and incurred but not reported ("IBNR") claims and are recorded when claim amounts become probable and estimable. Reserves for identified claims are based upon our historical claim experience and third-party estimates of settlement costs. Reserves for IBNR claims are based upon our claims data history. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. |
Derivative Financial Instruments | Derivative Financial InstrumentsWe are exposed to market risks, primarily resulting from changes in interest rates and currency exchange rates. To manage these risks, we may enter into derivative transactions pursuant to our overall financial risk management program. We do not use derivative financial instruments for trading purposes. As of December 31, 2021, we had no derivatives designated as cash flow hedges. Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps". |
Leases | Leases We have commitments under various operating leases. Right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The discount rate used to determine the present value of the future lease payments is our incremental borrowing rate as the rate implicit in most of our leases is not readily determinable. As a practical expedient, a relief provided in the accounting standard to simplify compliance, we do not recognize right-of-use assets and lease liabilities for leases with an original term of one year or less and have elected to not separate lease components from non-lease components. The current portion of our lease liability is recorded within " Other accrued liabilities |
Revenue Recognition and Related Receivables and Contract Liabilities | Revenue Recognition and related receivables and contract liabilities As disclosed within the consolidated statements of operations and comprehensive (loss) income, revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other". Due to our highly seasonal operations, a substantial portion of our revenues typically are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns. In some instances, we arrange with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and we act as an agent, resulting in net revenues recorded within the consolidated statements of operations and comprehensive (loss) income. Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other," are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are typically fixed. However, some sponsorship revenues are variable based on achievement of specified operating metrics. We estimate variable revenues and perform a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal. Most deferred revenue from contracts with customers is classified as current within the balance sheet. However, a portion of deferred revenue from contracts with customers is typically classified as non-current due to season-long products sold starting in the current season for use in the subsequent season. Season-long products are typically sold beginning in August of the year preceding the operating season. Season-long products may subsequently be recognized 12 to 16 months after purchase depending on the date of sale. We estimate the number of uses expected outside of the next twelve months for each type of product and classify the related deferred revenue as non-current in the consolidated balance sheets. Except for the non-current deferred revenue described above, our contracts with customers typically have an original duration of one year or less. For these short-term contracts, we use the practical expedient applicable to such contracts and have not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when we expect to recognize this revenue. Further, we elected to recognize incremental costs of obtaining a contract as an expense when incurred as the amortization period of the asset would be less than one year. Lastly, we elected not to adjust consideration |
Advertising Costs | Advertising CostsProduction costs of commercials and programming are expensed in the year first aired. All other costs associated with advertising, promotion and marketing programs are expensed as incurred, or for certain costs, over each park's operating season. |
Equity-Based Compensation | Equity-Based Compensation We measure compensation cost for all equity-based awards at fair value on the date of grant. We recognize the compensation cost over the service period. We recognize forfeitures as they occur. |
Income Taxes | Income Taxes Our legal entity structure includes both partnerships and corporate subsidiaries. We are subject to publicly traded partnership tax ("PTP tax") on certain partnership level gross income (net revenues less cost of food, merchandise, and games revenues), state and local income taxes on partnership income, U.S. federal state and local income taxes on income from our corporate subsidiaries and foreign income taxes on our foreign subsidiary. As such, the total (benefit) provision for taxes includes amounts for the PTP gross income tax and federal, state, local and foreign income taxes. Under applicable accounting rules, the total (benefit) provision for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes. Neither financial reporting income, nor the cash distributions to unitholders, can be used as a substitute for the detailed tax calculations that we must perform annually for our partners. Net income from the Partnership is not treated as passive income for federal income tax purposes. As a result, partners subject to the passive activity loss rules are not permitted to offset income from the Partnership with passive losses from other sources. |
Earnings Per Unit | Earnings Per UnitFor purposes of calculating the basic and diluted earnings per limited partner unit, no adjustments have been made to the reported amounts of net (loss) income. |
Adopted Accounting Pronouncements and New Accounting Pronouncements | Adopted Accounting Pronouncements In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing specific exceptions and clarifying and amending existing guidance under Topic 740, Income Taxes. ASU 2019-12 is effective for fiscal years after December 15, 2020 and interim periods within those years. Early adoption is permitted, including adoption in any interim period, but all amendments must be adopted in the same period. The allowable adoption methods differ under the various amendments. We adopted ASU 2019-12 as of January 1, 2021. The standard did not have an effect on the consolidated financial statements and related disclosures. In November 2021, the FASB issued Accounting Standards Update No. 2021-10, Disclosures by Business Entities about Government Assistance ("ASU 2021-10"). ASU 2021-10 requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021. Early application is permitted. The amendments can be applied either prospectively or retrospectively. We adopted ASU 2021-10 retrospectively by providing the prescribed annual disclosures as part of these financial statements within the Income and Partnership Taxes footnote (see Note 12 ). New Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. In January 2021, the FASB amended ASU 2020-04 by issuing Accounting Standards Update No. 2021-01, Reference Rate Reform Scope ("ASU 2021-01"). ASU 2021-01 clarifies the scope of optional expedients and exceptions to derivatives that are affected by the discounting transition. We are in the process of evaluating the effect these standards will have on the consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Foreign Currency Gains and Losses | Foreign currency losses (gains) for the periods presented were as follows: Years Ended December 31, (In thousands) 2021 2020 2019 Loss (gain) on foreign currency related to re-measurement of U.S. dollar denominated debt held in Canada $ 5,986 $ (9,344) $ (22,307) Loss (gain) on other transactions 191 (2,839) 1,200 Loss (gain) on foreign currency $ 6,177 $ (12,183) $ (21,107) |
Schedule of Property, Plant and Equipment. Weighted Average Useful Lives | The estimated useful lives of the assets are as follows: Land improvements Approximately 25 years Buildings 25 years - 40 years Rides Approximately 20 years Equipment 3 years - 10 years |
Schedule of Weighted Average Number of Units | The unit amounts used in calculating the basic and diluted earnings per limited partner unit for the years ended December 31, 2021, 2020 and 2019 are as follows: Years Ended December 31, (In thousands, except per unit amounts) 2021 2020 2019 Basic weighted average units outstanding 56,610 56,476 56,349 Effect of dilutive units: Deferred units ( Note 10 ) — — 50 Performance units ( Note 10 ) — — 118 Restricted units ( Note 10 ) — — 275 Unit options ( Note 10 ) — — 129 Diluted weighted average units outstanding 56,610 56,476 56,921 Net (loss) income per unit - basic $ (0.86) $ (10.45) $ 3.06 Net (loss) income per unit - diluted $ (0.86) $ (10.45) $ 3.03 There were approximately 0.4 million and 0.3 million potentially dilutive units excluded from the computation of diluted loss per limited partner unit for the years ended December 31, 2021 and 2020, respectively, as their effect would have been anti-dilutive due to the net loss in the period. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented. The amounts are not comparable due to the effects of the COVID-19 pandemic. Years Ended December 31, (In thousands) 2021 2020 2019 In-park revenues $ 1,209,505 $ 120,370 $ 1,349,903 Out-of-park revenues 167,978 67,375 168,708 Concessionaire remittance (39,264) (6,190) (43,686) Net revenues $ 1,338,219 $ 181,555 $ 1,474,925 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of changes in Partnership's carrying value of goodwill | Changes in the carrying value of goodwill for the years ended December 31, 2021 and December 31, 2020 were: (In thousands) Goodwill Balance as of December 31, 2019 $ 359,654 Impairment (93,929) Foreign currency exchange translation 1,236 Balance as of December 31, 2020 $ 266,961 Impairment — Foreign currency exchange translation 271 Balance as of December 31, 2021 $ 267,232 |
Summary Partnership's Other Intangible Assets | As of December 31, 2021 and December 31, 2020, other intangible assets consisted of the following: (In thousands) Weighted Average Amortization Period Gross Carrying Amount Accumulated Amortization Net Carrying Value December 31, 2021 Other intangible assets: Trade names — $ 49,515 $ — $ 49,515 License / franchise agreements 12.0 years 4,262 (3,783) 479 Total other intangible assets $ 53,777 $ (3,783) $ 49,994 December 31, 2020 Other intangible assets: Trade names — $ 49,454 $ — $ 49,454 License / franchise agreements 7.1 years 4,259 (3,425) 834 Total other intangible assets $ 53,713 $ (3,425) $ 50,288 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt as of December 31, 2021 and December 31, 2020 consisted of the following: (In thousands) December 31, 2021 December 31, 2020 U.S. term loan averaging 1.85% in 2021; 2.70% in 2020 (due 2017-2024) (1) $ 264,250 $ 264,250 Notes 2024 U.S. fixed rate senior unsecured notes at 5.375% — 450,000 2025 U.S. fixed rate senior secured notes at 5.500% 1,000,000 1,000,000 2027 U.S. fixed rate senior unsecured notes at 5.375% 500,000 500,000 2028 U.S. fixed rate senior unsecured notes at 6.500% 300,000 300,000 2029 U.S. fixed rate senior unsecured notes at 5.250% 500,000 500,000 2,564,250 3,014,250 Less current portion — — 2,564,250 3,014,250 Less debt issuance costs and original issue discount (45,314) (60,006) $ 2,518,936 $ 2,954,244 (1) The weighted average interest rates do not reflect the effect of interest rate swap agreements (see Note 9 ). |
Schedule of Maturities of Long-term Debt | A schedule of minimum annual maturities for our senior secured term loan facility follows: (In thousands) 2022 2023 2024 2025 2026 2027 and beyond Total U.S. term loan — — $ 264,250 — — — $ 264,250 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair value of derivative instruments in Condensed Consolidated Balance Sheet | The fair value of our swap portfolio, including the location within the consolidated balance sheets, for the periods presented were as follows: (In thousands) Balance Sheet Location December 31, 2021 December 31, 2020 Derivatives not designated as hedging instruments: Interest rate swaps Derivative Liability $ (20,086) $ (39,086) |
Partners' Equity and Equity-B_2
Partners' Equity and Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Partners' Capital Notes [Abstract] | |
Share-based Compensation, Activity | Equity-based compensation expense recognized in the consolidated statements of operations and comprehensive (loss) income within "Selling, General and Administrative Expense" for the applicable periods was as follows: Years Ended December 31, (In thousands) 2021 (1) 2020 (2) 2019 Awards Payable in Cash or Equity Deferred units $ 1,014 $ (588) $ 611 Awards Payable in Equity Performance units 10,554 (5,270) 5,535 Restricted units 4,878 5,061 6,375 Total equity-based compensation expense $ 16,446 $ (797) $ 12,521 (1) Due to the effects of the COVID-19 pandemic on 2020 results, the 2018-2020 three-year performance plan was below the payout threshold. Given that two full years of the program were completed, the 2018-2020 performance unit awards were modified to allow for a payout taking into account 2018-2019 results, management's performance relative to 2020 COVID-19 strategic goals and 2020 pre-COVID-19 forecast, resulting in $3.9 million of additional expense recognized during the year ended December 31, 2021. (2) The market value of our deferred unit awards and the anticipated payout of our annual performance unit awards decreased due to the effects of the COVID-19 pandemic resulting in expense reversed during the year ended December 31, 2020. |
Schedule of Share-based Compensation, Stock Options, Activity | Deferred Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Outstanding deferred units at December 31, 2020 46 $ 52.07 Granted 10 $ 50.06 Outstanding deferred units at December 31, 2021 56 $ 51.70 Performance Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested performance units at December 31, 2020 81 $ 27.92 Granted (1) 460 $ 46.86 Forfeited (29) $ 47.26 Vested (1) (82) $ 47.66 Unvested performance units at December 31, 2021 430 $ 43.13 (1) Due to the effects of the COVID-19 pandemic on 2020 results, the 2018-2020 three-year performance plan was below the payout threshold. Given that two full years of the program were completed, the 2018-2020 performance unit awards were modified to allow for a payout taking into account 2018-2019 results, management's performance relative to 2020 COVID-19 strategic goals and 2020 pre-COVID-19 forecast, resulting in 82,000 units both granted and vested during the year ended December 31, 2021. (In thousands, except per unit amounts) Unit Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Options outstanding at December 31, 2020 352 $ 34.50 Exercised (234) $ 34.12 Options outstanding at December 31, 2021 118 $ 35.27 Options exercisable, end of year 118 $ 35.27 0.9 years $ 1,740 |
Schedule of Nonvested Restricted Stock Units Activity | Restricted Units (In thousands, except per unit amounts) Number of Units Weighted Average Grant Date Fair Value Per Unit Unvested restricted units at December 31, 2020 219 $ 54.77 Granted 127 $ 47.39 Forfeited (9) $ 48.40 Vested (109) $ 57.82 Unvested restricted units at December 31, 2021 228 $ 49.44 |
Income and Partnership Taxes (T
Income and Partnership Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Significant components of (loss) income before taxes for the years ended December 31, 2021, 2020 and 2019 were as follows: (In thousands) 2021 2020 2019 Domestic $ (3,603) $ (675,746) $ 167,510 Foreign (24,880) (52,412) 47,644 Total (loss) income before taxes $ (28,483) $ (728,158) $ 215,154 |
Schedule of Components of Income Tax Expense (Benefit) | The provision (benefit) for income taxes was comprised of the following for the years ended December 31, 2021, 2020 and 2019: (In thousands) 2021 2020 2019 Current federal $ (21,438) $ (61,726) $ 22,745 Current state and local 1,395 (3,747) 6,261 Current foreign 2,896 (32,987) 5,759 Total current (17,147) (98,460) 34,765 Deferred federal, state and local 17,870 (43,220) (5,953) Deferred foreign 9,018 1,287 1,847 Total deferred 26,888 (41,933) (4,106) Total provision (benefit) for income taxes $ 9,741 $ (140,393) $ 30,659 |
Schedule of Effective Income Tax Rate Reconciliation | The sources and tax effects of the differences were as follows: (In thousands) 2021 2020 2019 Income tax provision based on the U.S. federal statutory tax rate $ (5,981) $ (152,913) $ 45,182 Partnership loss (income) not subject to corporate income tax 257 47,631 (14,031) State and local taxes, net 776 (20,594) 4,906 Valuation allowance 14,619 3,150 196 Expired foreign tax credits 888 2,253 — Tax credits (901) (426) (1,026) Change in U.S. tax law (1,326) (17,983) 111 Foreign currency translation losses (gains) 1,143 (1,455) (4,707) Nondeductible expenses and other 266 (56) 28 Total provision (benefit) for income taxes $ 9,741 $ (140,393) $ 30,659 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities as of December 31, 2021 and December 31, 2020 were as follows: (In thousands) 2021 2020 Deferred tax assets: Compensation $ 11,835 $ 5,800 Accrued expenses 5,051 5,408 Foreign tax credits 8,392 8,765 Tax attribute carryforwards 20,580 13,224 Derivatives 5,021 9,771 Foreign currency 2,523 5,318 Deferred revenue 3,539 10,012 Deferred tax assets 56,941 58,298 Valuation allowance (24,374) (9,755) Net deferred tax assets 32,567 48,543 Deferred tax liabilities: Property (78,062) (68,256) Intangibles (20,988) (19,882) Deferred tax liabilities (99,050) (88,138) Net deferred tax liability $ (66,483) $ (39,595) |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost | Total lease cost and related supplemental information for the years ended December 31, 2021, 2020 and 2019 were as follows: Years Ended December 31, (In thousands, except for lease term and discount rate) 2021 2020 2019 Operating lease expense $ 2,711 $ 2,797 $ 5,623 Variable lease expense 872 173 1,579 Short-term lease expense 7,563 2,205 6,635 Sublease income — — (244) Total lease cost $ 11,146 $ 5,175 $ 13,593 Weighted-average remaining lease term 14.1 years 16.8 years 16.7 years Weighted-average discount rate 3.7 % 4.1 % 4.2 % Operating cash flows for operating leases $ 2,299 $ 2,679 $ 5,494 Leased assets obtained in exchange for new operating lease liabilities (non-cash activity) $ 4,914 $ 1,769 $ 5,512 |
Lessee, Operating Lease, Liability, Maturity | Future undiscounted cash flows under our operating leases and a reconciliation to the operating lease liabilities recognized as of December 31, 2021 are included below: (In thousands) December 31, 2021 Undiscounted cash flows 2022 $ 2,467 2023 2,158 2024 1,742 2025 1,635 2026 1,393 Thereafter 10,769 Total $ 20,164 Present value of cash flows Current lease liability $ 1,962 Lease Liability 13,345 Total $ 15,307 Difference between undiscounted cash flows and discounted cash flows $ 4,857 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on recurring basis | The table below presents the balances of assets and liabilities measured at fair value as of December 31, 2021 and December 31, 2020 on a recurring basis, as well as the fair values of other financial instruments, including their locations within the consolidated balance sheets: (In thousands) December 31, 2021 December 31, 2020 Consolidated Balance Sheet Location Fair Value Hierarchy Level Carrying Value Fair Value Carrying Value Fair Value Financial assets (liabilities) measured on a recurring basis: Short-term investments Other current assets Level 1 $ 478 $ 478 $ 280 $ 280 Interest rate swaps Derivative Liability Level 2 $ (20,086) $ (20,086) $ (39,086) $ (39,086) Other financial assets (liabilities): Term debt Long-Term Debt (1) Level 2 $ (264,250) $ (257,644) $ (264,250) $ (253,680) 2024 senior notes Long-Term Debt (1) Level 1 — — $ (450,000) $ (451,125) 2025 senior notes Long-Term Debt (1) Level 2 $ (1,000,000) $ (1,035,000) $ (1,000,000) $ (1,043,750) 2027 senior notes Long-Term Debt (1) Level 1 $ (500,000) $ (513,750) $ (500,000) $ (507,500) 2028 senior notes Long-Term Debt (1) Level 1 (2) $ (300,000) $ (319,125) $ (300,000) $ (318,000) 2029 senior notes Long-Term Debt (1) Level 1 $ (500,000) $ (513,750) $ (500,000) $ (505,625) (1) Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $45.3 million and $60.0 million as of December 31, 2021 and December 31, 2020, respectively. (2) The 2028 senior notes were based on Level 1 inputs as of December 31, 2021 and Level 2 inputs as of December 31, 2020. |
Impact of COVID-19 Pandemic (De
Impact of COVID-19 Pandemic (Details) $ in Thousands | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)property |
Debt Instrument [Line Items] | ||
Number of properties in operation | property | 10 | |
Number of properties | property | 13 | |
Long-term debt, gross | $ 2,564,250 | $ 3,014,250 |
2024 U.S. fixed rate senior unsecured notes at 5.375% | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 0 | $ 450,000 |
2024 U.S. fixed rate senior unsecured notes at 5.375% | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 450,000 |
Partnership Organization (Detai
Partnership Organization (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Limited Partners' capital account, units outstanding (in shares) | 56,854,214 | 56,706,338 |
Partners' capital account, units held in treasury (in shares) | 207,769 | 355,645 |
Cedar Fair Management Inc | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
General partner ownership interest (in percent) | 0.001% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Loss (gain) on foreign currency related to re-measurement of U.S. dollar denominated debt held in Canada | $ 5,986 | $ (9,344) | $ (22,307) |
Loss (gain) on other transactions | 191 | (2,839) | 1,200 |
Loss (gain) on foreign currency | $ 6,177 | $ (12,183) | $ (21,107) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Depreciation and amortization | $ 148,400,000 | $ 157,000,000 | $ 169,800,000 |
Self-insurance reserves | 24,573,000 | 22,322,000 | |
Derivatives designated as cash flow hedges | 20,086,000 | 39,086,000 | |
Advertising expense | $ 37,000,000 | $ 10,500,000 | $ 67,900,000 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued liabilities | ||
Designated as Hedging Instrument | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Derivatives designated as cash flow hedges | $ 0 | ||
Minimum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Finite-lived intangible asset, useful life | 2 years | ||
Operating cycle, period | 130 days | ||
Revenue recognition, term | 12 months | ||
Maximum | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Finite-lived intangible asset, useful life | 20 years | ||
Operating cycle, period | 140 days | ||
Revenue recognition, term | 16 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Land improvements | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 25 years |
Buildings | Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 25 years |
Buildings | Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 40 years |
Rides | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 20 years |
Equipment | Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 3 years |
Equipment | Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Useful lives (in years) | 10 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Earnings per Unit (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Basic weighted average units outstanding (in shares) | 56,610 | 56,476 | 56,349 |
Effect of dilutive units: | |||
Deferred units (in shares) | 0 | 0 | 50 |
Performance units (in shares) | 0 | 0 | 118 |
Restricted units (in shares) | 0 | 0 | 275 |
Unit options (in shares) | 0 | 0 | 129 |
Diluted weighted average units outstanding (in shares) | 56,610 | 56,476 | 56,921 |
Net (loss) income per unit - basic (in dollars per share) | $ (0.86) | $ (10.45) | $ 3.06 |
Net (loss) income per unit - diluted (in dollars per share) | $ (0.86) | $ (10.45) | $ 3.03 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 400 | 300 |
Acquisitions (Details)
Acquisitions (Details) $ in Thousands | Jul. 01, 2019USD ($) | Sep. 27, 2020USD ($) | Mar. 29, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 29, 2019USD ($) | Jul. 01, 2019water_park | Jul. 01, 2019resort |
Business Combination Segment Allocation [Line Items] | |||||||||
Goodwill, acquired | $ 178,000 | ||||||||
Right-of-use asset | $ 16,294 | $ 13,527 | |||||||
Operating lease, liability | 15,307 | ||||||||
Goodwill, impairment loss | 0 | 93,929 | |||||||
Schlitterbahn | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Number of assets acquired | 2 | 1 | |||||||
Payments for asset acquisitions | 257,700 | ||||||||
Property, plant and equipment, additions | 58,100 | ||||||||
Net working capital deficit | 3,300 | ||||||||
Impairment of long-lived assets held-for-use | $ 2,700 | ||||||||
Goodwill, impairment loss | $ 11,300 | 73,600 | |||||||
Asset acquisition, revenue since acquisition date, actual | 63,900 | 10,900 | $ 42,500 | ||||||
Asset acquisition, income (loss) since acquisition date, actual | 7,800 | (121,700) | 12,000 | ||||||
Pro forma revenue | 69,000 | ||||||||
Pro forma net income (loss) | 11,000 | ||||||||
Asset acquisition, transaction costs | $ 7,000 | ||||||||
Trade names | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Indefinite-lived intangible assets (trade name) | $ 49,515 | $ 49,454 | |||||||
Trade names | Schlitterbahn | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Indefinite-lived intangible assets (trade name) | 23,200 | ||||||||
Impairment of intangible assets | $ 2,200 | $ 7,900 | |||||||
Non-Compete Covenants | Schlitterbahn | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Indefinite-lived intangible assets (trade name) | $ 200 | ||||||||
Galveston Land | |||||||||
Business Combination Segment Allocation [Line Items] | |||||||||
Right-of-use asset | $ 6,800 | ||||||||
Operating lease, liability | $ 5,300 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Concessionaire remittance | $ (39,264) | $ (6,190) | $ (43,686) |
Net revenues | 1,338,219 | 181,555 | 1,474,925 |
In-park revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | 1,209,505 | 120,370 | 1,349,903 |
Out-of-park revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from contract with customer | $ 167,978 | $ 67,375 | $ 168,708 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) $ in Thousands | Jan. 01, 2021USD ($) | Dec. 31, 2021USD ($)monthly_installment | Dec. 31, 2020USD ($) |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 183,400 | $ 187,599 | $ 183,354 |
Deferred revenue percentage, season-long products | 90.00% | ||
Revenue recognized | $ 163,000 | ||
Payment terms for billing | 30 days | ||
Allowance for doubtful accounts receivable | $ 5,700 | $ 8,700 | |
Minimum | |||
Disaggregation of Revenue [Line Items] | |||
Number of monthly installments | monthly_installment | 3 | ||
Maximum | |||
Disaggregation of Revenue [Line Items] | |||
Number of monthly installments | monthly_installment | 12 | ||
Non-Current Deferred Revenue | Pandemic COVID-19 | |||
Disaggregation of Revenue [Line Items] | |||
Non-current deferred revenue | $ 10,500 |
Long-Lived Assets (Details)
Long-Lived Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 29, 2020 | Dec. 31, 2020 | |
Wildwater Kingdom | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Land available-for-sale | $ 2.1 | |
Schlitterbahn | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Impairment of long-lived assets held-for-use | $ 2.7 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 27, 2020 | Mar. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||
Goodwill, impairment loss | $ 0 | $ 93,929 | ||
Dorney Park | ||||
Goodwill [Line Items] | ||||
Goodwill, impairment loss | $ 2,300 | $ 6,800 | ||
Schlitterbahn | ||||
Goodwill [Line Items] | ||||
Goodwill, impairment loss | 11,300 | 73,600 | ||
Schlitterbahn | Trade names | ||||
Goodwill [Line Items] | ||||
Impairment of intangible assets | $ 2,200 | $ 7,900 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill at period start | $ 266,961 | $ 359,654 |
Impairment | 0 | (93,929) |
Foreign currency exchange translation | 271 | 1,236 |
Goodwill at period end | $ 267,232 | $ 266,961 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (3,783) | $ (3,425) |
Total other intangible assets, gross carrying amount | 53,777 | 53,713 |
Total other intangible assets, net carrying value | $ 49,994 | $ 50,288 |
License / franchise agreements | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Weighted Average Amortization Period | 12 years | 7 years 1 month 6 days |
Gross Carrying Amount | $ 4,262 | $ 4,259 |
Accumulated Amortization | (3,783) | (3,425) |
Net Carrying Value | 479 | 834 |
Trade names | ||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Carrying Amount/Value | $ 49,515 | $ 49,454 |
Long-Term Debt - Debt Instrumen
Long-Term Debt - Debt Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Apr. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 2,564,250 | $ 3,014,250 | ||
Less current portion | 0 | 0 | ||
Long term debt, gross, excluding current maturities | 2,564,250 | 3,014,250 | ||
Less debt issuance costs and original issue discount | (45,314) | (60,006) | ||
Total | $ 2,518,936 | $ 2,954,244 | ||
U.S. term loan averaging 2.50% in 2020; 4.01% in 2019 (due 2017-2024) | ||||
Debt Instrument [Line Items] | ||||
Interest rate during period | 1.85% | 2.70% | ||
Total | $ 264,250 | |||
2024 U.S. fixed rate senior unsecured notes at 5.375% | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 0 | $ 450,000 | ||
2025 U.S. fixed rate senior secured notes at 5.500% | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 1,000,000 | 1,000,000 | ||
2027 U.S. fixed rate senior unsecured notes at 5.375% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate percentage | 5.375% | |||
Long-term debt, gross | $ 500,000 | 500,000 | ||
2028 U.S. fixed rate senior unsecured notes at 6.500% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate percentage | 6.50% | |||
Long-term debt, gross | $ 300,000 | 300,000 | ||
2029 U.S. fixed rate senior unsecured notes at 5.250% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate percentage | 5.25% | |||
Long-term debt, gross | $ 500,000 | 500,000 | ||
Senior Secured Term Loan | U.S. term loan averaging 2.50% in 2020; 4.01% in 2019 (due 2017-2024) | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 264,250 | $ 264,250 | ||
Secured Debt | 2024 U.S. fixed rate senior unsecured notes at 5.375% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate percentage | 5.375% | |||
Secured Debt | 2025 U.S. fixed rate senior secured notes at 5.500% | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate percentage | 5.50% | 6.50% | 5.50% |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) | Dec. 17, 2021 | Oct. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Apr. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Apr. 30, 2017USD ($) | Dec. 31, 2021USD ($) | Jun. 28, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Line of credit facility, increase (decrease), net | $ 75,000,000 | $ 100,000,000 | |||||||||||
Available borrowings under revolving credit facility | $ 359,200,000 | $ 359,200,000 | $ 359,100,000 | ||||||||||
Loss on early debt extinguishment | $ 5,909,000 | 2,262,000 | $ 0 | ||||||||||
Restricted Payments | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument consolidated leverage ratio | 5.25 | ||||||||||||
Debt Instrument Restricted Payment | $ 100,000,000 | ||||||||||||
2017 Credit Agreement | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Repayments of secured debt | $ 463,300,000 | ||||||||||||
2017 Credit Agreement | Canadian Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||||||||
2017 Credit Agreement | Canadian Dollar Offered Rate (CDOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate margin over LIBOR | 2.00% | ||||||||||||
2017 Credit Agreement | Senior Secured Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 750,000,000 | ||||||||||||
Original issue discount | $ 900,000 | ||||||||||||
2017 Credit Agreement | Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Effective interest rate percentage | 1.75% | ||||||||||||
2017 Credit Agreement | Senior Secured Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 275,000,000 | ||||||||||||
Revolving credit facility outstanding amount | 0 | 0 | 0 | ||||||||||
Second Amended 2017 Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate margin over LIBOR | 3.00% | ||||||||||||
Second Amended 2017 Credit Agreement | Bridge Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 15,000,000 | ||||||||||||
Second Amended 2017 Credit Agreement | Canadian Dollar Offered Rate (CDOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate margin over LIBOR | 2.00% | ||||||||||||
Second Amended 2017 Credit Agreement | Secured Debt | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 375,000,000 | ||||||||||||
Second Amended 2017 Credit Agreement | Senior Secured Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Commitment fee percentage | 0.375% | ||||||||||||
Third Amendment, 2017 Credit Agreement | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate margin over LIBOR | 3.50% | ||||||||||||
Covenant, liquidity level, minimum | 125,000,000 | $ 125,000,000 | |||||||||||
Third Amendment, 2017 Credit Agreement | Debt Instrument, Redemption, Period One | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total indebtedness to consolidated cash flow ratio requirement | 4.50 | ||||||||||||
Third Amendment, 2017 Credit Agreement | Debt Instrument, Redemption, Period Two | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total indebtedness to consolidated cash flow ratio requirement | 4 | ||||||||||||
Third Amendment, 2017 Credit Agreement | Debt Instrument, Redemption, Period Three | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total indebtedness to consolidated cash flow ratio requirement | 3.75 | ||||||||||||
Third Amendment, 2017 Credit Agreement | Canadian Dollar Offered Rate (CDOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate margin over LIBOR | 2.50% | ||||||||||||
Third Amendment, 2017 Credit Agreement | Secured Debt | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing capacity | $ 300,000,000 | ||||||||||||
Third Amendment, 2017 Credit Agreement | Senior Secured Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Commitment fee percentage | 0.625% | ||||||||||||
Standby Letters of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Standby letters of credit outstanding, amount | $ 15,800,000 | $ 15,800,000 | $ 15,900,000 | ||||||||||
2025 U.S. fixed rate senior secured notes at 5.500% | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 300,000,000 | $ 1,000,000,000 | |||||||||||
Stated interest rate percentage | 6.50% | 5.50% | 5.50% | 5.50% | |||||||||
Redemption price, percentage (up to) | 35.00% | 35.00% | |||||||||||
Early call date, premium price, percentage | 106.50% | 105.50% | |||||||||||
Redemption percentage of original face amount | 100.00% | 100.00% | |||||||||||
Notes Payable due 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 450,000,000 | ||||||||||||
Stated interest rate percentage | 5.375% | ||||||||||||
Early call date, premium price, percentage | 100.896% | ||||||||||||
Loss on early debt extinguishment | $ 5,900,000 | ||||||||||||
Debt premium payments | 4,100,000 | ||||||||||||
Write off of debt issuance cost | $ 1,800,000 | ||||||||||||
2027 U.S. fixed rate senior unsecured notes at 5.375% | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate percentage | 5.375% | 5.375% | |||||||||||
2027 U.S. fixed rate senior unsecured notes at 5.375% | Senior Unsecured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 500,000,000 | ||||||||||||
Stated interest rate percentage | 5.375% | ||||||||||||
Redemption percentage of original face amount | 100.00% | ||||||||||||
2029 Notes at 5.250% | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Stated interest rate percentage | 5.25% | 5.25% | |||||||||||
2029 Notes at 5.250% | Senior Unsecured Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 500,000,000 | ||||||||||||
Stated interest rate percentage | 5.25% | ||||||||||||
Redemption price, percentage (up to) | 35.00% | ||||||||||||
Early call date, premium price, percentage | 105.25% | ||||||||||||
Redemption percentage of original face amount | 100.00% |
Long-Term Debt - Schedule of De
Long-Term Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total | $ 2,518,936 | $ 2,954,244 |
2017 Credit Agreement | ||
Debt Instrument [Line Items] | ||
2022 | 0 | |
2023 | 0 | |
2024 | 264,250 | |
2025 | 0 | |
2026 | 0 | |
2027 and beyond | 0 | |
Total | $ 264,250 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - Cash Flow Hedging | Dec. 31, 2021USD ($)contractinterest_rate_swap_agreement | Dec. 31, 2020USD ($)contract |
Interest Rate Swap at 2.88 | ||
Derivative [Line Items] | ||
Number of derivative instruments | contract | 4 | 4 |
Derivative, notional amount | $ | $ 500,000,000 | $ 500,000,000 |
Derivative, forward interest rate | 2.88% | 2.88% |
Interest Rate Swap at 4.63% | ||
Derivative [Line Items] | ||
Derivative, forward interest rate | 4.63% | |
Forward Starting Interest Rate Swap | ||
Derivative [Line Items] | ||
Number of derivative instruments | interest_rate_swap_agreement | 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative liability | $ (20,086) | $ (39,086) |
Derivative Liability | Interest rate swaps | Derivatives not designated as hedging instruments: | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | $ (20,086) | $ (39,086) |
Partners' Equity and Equity-B_3
Partners' Equity and Equity-Based Compensation - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jun. 30, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Special L.P. interests | $ | $ 5,290,000 | $ 5,290,000 | ||
Number of performance targets | segment | 3 | |||
Total intrinsic value of options exercised | $ | $ 2,000,000 | $ 0 | $ 100,000 | |
Deferred units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-option equity instruments awarded (in shares) | shares | 10,000 | |||
Performance units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Non-option equity instruments awarded (in shares) | shares | 460,000 | 91,818 | ||
Period to achieve performance targets | 6 months | |||
Performance Units Awarded Limited Partnership | 1 year | |||
Performance units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Performance units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 5 years | |||
Restricted units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Non-option equity instruments awarded (in shares) | shares | 127,000 | |||
Restricted units | Tranche Two | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | shares | 60,582 | |||
Restricted units | Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested (in shares) | shares | 8,833 | |||
Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of exercise prices, lower limit (in dollars per share) | $ / shares | $ 29.53 | |||
Range of exercise prices, upper limit (in dollars per share) | $ / shares | $ 36.95 | |||
2016 Omnibus incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit options and other forms of equity authorized under equity incentive plan (in shares) | shares | 2,800,000 | |||
Options granted (in shares) | shares | 0 | |||
2008 Omnibus Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit options and other forms of equity authorized under equity incentive plan (in shares) | shares | 2,500,000 | |||
2008 Omnibus Incentive Plan | Fixed Price Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unit options outstanding (in shares) | shares | 117,638 | |||
Awards Payable in Cash or Equity | Deferred units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Aggregate market value of contingently issuable units | $ | $ 2,800,000 | |||
Unamortized compensation related to unvested phantom unit awards | $ | 0 | |||
Awards Payable in Equity | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution equivalent liability | $ | 300,000 | |||
Awards Payable in Equity | Other accrued liabilities | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution equivalent liability | $ | 200,000 | |||
Awards Payable in Equity | Other Liabilities | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Distribution equivalent liability | $ | 100,000 | |||
Awards Payable in Equity | Performance units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized compensation related to unvested phantom unit awards | $ | $ 11,100,000 | |||
Unamortized compensation related to unvested phantom unit awards, period for recognition | 2 years | |||
Awards Payable in Equity | Restricted units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized compensation related to unvested phantom unit awards | $ | $ 5,500,000 | |||
Unamortized compensation related to unvested phantom unit awards, period for recognition | 1 year 9 months 18 days | |||
Awards Payable in Equity | 2013 and 2012 Option Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Expected term, maximum | 10 years |
Partners' Equity and Equity-B_4
Partners' Equity and Equity-Based Compensation - Equity Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 16,446 | $ (797) | $ 12,521 |
Non-cash equity-based compensation expense | 15,431 | (209) | 11,910 |
Deferred units | Awards Payable in Cash or Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 1,014 | (588) | 611 |
Award vesting period | 1 year | ||
Performance units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 3,900 | ||
Award vesting period | 3 years | ||
Performance units | Awards Payable in Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 10,554 | (5,270) | 5,535 |
Restricted units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Restricted units | Awards Payable in Equity | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash equity-based compensation expense | $ 4,878 | $ 5,061 | $ 6,375 |
Partners' Equity and Equity-B_5
Partners' Equity and Equity-Based Compensation - Nonvested Unit Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred units | ||
Number of Units | ||
Unvested shares at period start (in shares) | 46,000 | |
Granted (in shares) | 10,000 | |
Unvested shares at period end (in shares) | 56,000 | 46,000 |
Weighted Average Grant Date Fair Value Per Unit | ||
Unvested shares at period start (in dollars per share) | $ 52.07 | |
Granted (in dollars per share) | 50.06 | |
Unvested Shares at period end (in dollars per share) | $ 51.70 | $ 52.07 |
Performance units | ||
Number of Units | ||
Unvested shares at period start (in shares) | 81,000 | |
Granted (in shares) | 460,000 | 91,818 |
Forfeited (in shares) | (29,000) | |
Vested (in shares) | (82,000) | |
Unvested shares at period end (in shares) | 430,000 | 81,000 |
Weighted Average Grant Date Fair Value Per Unit | ||
Unvested shares at period start (in dollars per share) | $ 27.92 | |
Granted (in dollars per share) | 46.86 | |
Forfeited (in dollars per share) | 47.26 | |
Vested (in dollars per share) | 47.66 | |
Unvested Shares at period end (in dollars per share) | $ 43.13 | $ 27.92 |
Award vesting period | 3 years | |
Restricted units | ||
Number of Units | ||
Unvested shares at period start (in shares) | 219,000 | |
Granted (in shares) | 127,000 | |
Forfeited (in shares) | (9,000) | |
Vested (in shares) | (109,000) | |
Unvested shares at period end (in shares) | 228,000 | 219,000 |
Weighted Average Grant Date Fair Value Per Unit | ||
Unvested shares at period start (in dollars per share) | $ 54.77 | |
Granted (in dollars per share) | 47.39 | |
Forfeited (in dollars per share) | 48.40 | |
Vested (in dollars per share) | 57.82 | |
Unvested Shares at period end (in dollars per share) | $ 49.44 | $ 54.77 |
Award vesting period | 3 years |
Partners' Equity and Equity-B_6
Partners' Equity and Equity-Based Compensation - Unit Option Activity (Details) - Options $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Options outstanding at beginning of period (in shares) | shares | 352 |
Exercised (in shares) | shares | (234) |
Options outstanding at end of period (in shares) | shares | 118 |
Options exercisable (in shares) | shares | 118 |
Weighted Average Exercise Price | |
Options outstanding at beginning of period (in dollars per share) | $ / shares | $ 34.50 |
Exercised (in dollars per share) | $ / shares | 34.12 |
Options outstanding at end of period (in dollars per share) | $ / shares | 35.27 |
Options exercisable (in dollars per share) | $ / shares | $ 35.27 |
Weighted Average Remaining Contractual Life | 10 months 24 days |
Aggregate Intrinsic Value | $ | $ 1,740 |
Retirement Plans (Details)
Retirement Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)employee | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |||
Noncontributory retirement plans, amounts accrued | $ 1.8 | $ 4.7 | |
Matching contributions made by partnership, net of forfeitures | $ 4.7 | $ 3.8 | 3.1 |
Multiemployer plan, number of employees | employee | 275 | ||
Multiemployer plan, employer contribution, cost | $ 1.9 | $ 2 | $ 2 |
Income and Partnership Taxes -
Income and Partnership Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Provision (benefit) for taxes | $ 20,035 | $ (137,915) | $ 42,789 |
Provision for the PTP tax | 10,300 | 2,500 | 12,100 |
Provision (benefit) pertaining to corporate subsidiaries | 9,741 | (140,393) | $ 30,659 |
Operating loss carryforwards, valuation allowance | 24,400 | ||
Tax attribute carryforwards | 20,580 | 13,224 | |
Valuation allowance | 24,374 | 9,755 | |
Foreign tax credit carryforwards available for U.S. federal income tax purposes | 8,392 | 8,765 | |
Income taxes receivable, CARES Act | 79,700 | 55,400 | |
Income tax benefit, carry back, CARES Act | 1,700 | 18,100 | |
Change in deferred tax assets valuation allowance, CARES Act | (4,700) | (16,100) | |
Additional income taxes receivable | 9,500 | 11,900 | |
Deferred employer's share of social security taxes due to CARES Act | 8,200 | ||
Tax benefits from the employee retention credit program due to CARES Act | 500 | 3,700 | |
Canada emergency wage subsidy due to CARES Act | 5,100 | 5,000 | |
Deferred tax liabilities, OCI | 3,300 | 3,200 | |
CANADA | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance, deferred tax asset, increase (decrease) | 14,600 | ||
General Business Tax Credit Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 2,500 | ||
Capital Loss Carryforward | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforward | 2,500 | ||
State and Local Jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, valuation allowance | 13,600 | 5,400 | |
Tax attribute carryforwards | 15,500 | ||
Foreign Tax Authority | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards, valuation allowance | 100 | ||
Valuation allowance | 8,400 | $ 6,800 | |
Foreign Tax Authority | CANADA | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation allowance | $ 2,400 |
Income and Partnership Taxes _2
Income and Partnership Taxes - Income Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (3,603) | $ (675,746) | $ 167,510 |
Foreign | (24,880) | (52,412) | 47,644 |
(Loss) income before taxes | $ (28,483) | $ (728,158) | $ 215,154 |
Income and Partnership Taxes _3
Income and Partnership Taxes - Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Current federal | $ (21,438) | $ (61,726) | $ 22,745 |
Current state and local | 1,395 | (3,747) | 6,261 |
Current foreign | 2,896 | (32,987) | 5,759 |
Total current | (17,147) | (98,460) | 34,765 |
Deferred federal, state and local | 17,870 | (43,220) | (5,953) |
Deferred foreign | 9,018 | 1,287 | 1,847 |
Total deferred | 26,888 | (41,933) | (4,106) |
Total provision (benefit) for income taxes | $ 9,741 | $ (140,393) | $ 30,659 |
Income and Partnership Taxes _4
Income and Partnership Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision based on the U.S. federal statutory tax rate | $ (5,981) | $ (152,913) | $ 45,182 |
Partnership loss (income) not subject to corporate income tax | 257 | 47,631 | (14,031) |
State and local taxes, net | 776 | (20,594) | 4,906 |
Valuation allowance | 14,619 | 3,150 | 196 |
Expired foreign tax credits | 888 | 2,253 | 0 |
Tax credits | (901) | (426) | (1,026) |
Change in U.S. tax law | (1,326) | (17,983) | 111 |
Foreign currency translation losses (gains) | 1,143 | (1,455) | (4,707) |
Nondeductible expenses and other | 266 | (56) | 28 |
Total provision (benefit) for income taxes | $ 9,741 | $ (140,393) | $ 30,659 |
Income and Partnership Taxes _5
Income and Partnership Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Compensation | $ 11,835 | $ 5,800 |
Accrued expenses | 5,051 | 5,408 |
Foreign tax credits | 8,392 | 8,765 |
Tax attribute carryforwards | 20,580 | 13,224 |
Derivatives | 5,021 | 9,771 |
Foreign currency | 2,523 | 5,318 |
Deferred revenue | 3,539 | 10,012 |
Deferred tax assets | 56,941 | 58,298 |
Valuation allowance | (24,374) | (9,755) |
Net deferred tax assets | 32,567 | 48,543 |
Deferred tax liabilities: | ||
Property | (78,062) | (68,256) |
Intangibles | (20,988) | (19,882) |
Deferred tax liabilities | (99,050) | (88,138) |
Net deferred tax liability | $ (66,483) | $ (39,595) |
Lease Commitments - Narrative (
Lease Commitments - Narrative (Details) - USD ($) $ in Millions | Jun. 28, 2019 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating sublease, term | 25 years | |
Payments to acquire land | $ 150.3 |
Lease Commitments - Lease Cost
Lease Commitments - Lease Cost and Related Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease expense | $ 2,711 | $ 2,797 | $ 5,623 |
Variable lease expense | 872 | 173 | 1,579 |
Short-term lease expense | 7,563 | 2,205 | 6,635 |
Sublease income | 0 | 0 | (244) |
Total lease cost | $ 11,146 | $ 5,175 | $ 13,593 |
Weighted-average remaining lease term | 14 years 1 month 6 days | 16 years 9 months 18 days | 16 years 8 months 12 days |
Weighted-average discount rate | 3.70% | 4.10% | 4.20% |
Operating cash flows for operating leases | $ 2,299 | $ 2,679 | $ 5,494 |
Leased assets obtained in exchange for new operating lease liabilities (non-cash activity) | $ 4,914 | $ 1,769 | $ 5,512 |
Lease Commitments - Undiscounte
Lease Commitments - Undiscounted Cash Flows (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Undiscounted cash flows | ||
2022 | $ 2,467 | |
2023 | 2,158 | |
2024 | 1,742 | |
2025 | 1,635 | |
2026 | 1,393 | |
Thereafter | 10,769 | |
Total | 20,164 | |
Present value of cash flows | ||
Current lease liability | 1,962 | |
Lease Liability | 13,345 | $ 10,483 |
Total | 15,307 | |
Difference between undiscounted cash flows and discounted cash flows | $ 4,857 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt issuance costs | $ 45,300 | $ 60,000 |
Carrying Value | Other current assets | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 478 | 280 |
Carrying Value | Derivative Liability | Level 2 | Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (20,086) | (39,086) |
Carrying Value | Term debt | Long-Term Debt | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of term debt | (264,250) | (264,250) |
Carrying Value | 2024 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | 0 | (450,000) |
Carrying Value | 2025 senior notes | Long-Term Debt | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (1,000,000) | (1,000,000) |
Carrying Value | 2027 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (500,000) | (500,000) |
Carrying Value | 2028 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (300,000) | (300,000) |
Carrying Value | 2029 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (500,000) | (500,000) |
Fair Value | Other current assets | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 478 | 280 |
Fair Value | Derivative Liability | Level 2 | Recurring | Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | (20,086) | (39,086) |
Fair Value | Term debt | Long-Term Debt | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of term debt | (257,644) | (253,680) |
Fair Value | 2024 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | 0 | (451,125) |
Fair Value | 2025 senior notes | Long-Term Debt | Level 2 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (1,035,000) | (1,043,750) |
Fair Value | 2027 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (513,750) | (507,500) |
Fair Value | 2028 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | (319,125) | (318,000) |
Fair Value | 2029 senior notes | Long-Term Debt | Level 1 | Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of notes | $ (513,750) | $ (505,625) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 27, 2020 | Mar. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Goodwill, impairment loss | $ 0 | $ 93,929 | ||
Dorney Park | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Goodwill, impairment loss | $ 2,300 | $ 6,800 | ||
Schlitterbahn | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of long-lived assets held-for-use | 2,700 | |||
Goodwill, impairment loss | 11,300 | 73,600 | ||
Schlitterbahn | Trade names | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of intangible assets | $ 2,200 | $ 7,900 |