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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 2020
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             .
Commission File Number: 1-9444
CEDAR FAIR, L.P.
(Exact name of registrant as specified in its charter)
Delaware   34-1560655
(State or other jurisdiction of
incorporation or organization) 		  (I.R.S. Employer
Identification No.)
One Cedar Point Drive, Sandusky, Ohio 44870-5259
(Address of principal executive offices) (Zip Code)
(419) 626-0830
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Depositary Units (Representing Limited Partner Interests)
FUN New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No  ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer   x    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Table of Contents
Title of Class   Units Outstanding as of October 30, 2020
Depositary Units (Representing Limited Partner Interests)   56,706,338

Page 1 of 35 pages

Table of Contents
CEDAR FAIR, L.P.
FORM 10-Q CONTENTS
 
  
    
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Table of Contents
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
  September 27, 2020 December 31, 2019 September 29, 2019
ASSETS
Current Assets:
Cash and cash equivalents $ 225,470  $ 182,252  $ 258,116 
Receivables 40,305  63,106  68,754 
Inventories 50,733  32,902  37,734 
Other current assets 24,002  15,921  20,196 
340,510  294,181  384,800 
Property and Equipment:
Land 438,893  441,038  439,309 
Land improvements 463,838  460,534  451,269 
Buildings 832,067  816,780  801,175 
Rides and equipment 1,954,787  1,907,544  1,900,910 
Construction in progress 83,472  70,731  69,050 
3,773,057  3,696,627  3,661,713 
Less accumulated depreciation (1,959,443) (1,855,019) (1,829,382)
1,813,614  1,841,608  1,832,331 
Goodwill 263,860  359,654  358,451 
Other Intangibles, net 49,717  59,899  59,693 
Right-of-Use Asset 13,021  14,324  11,067 
Other Assets 20,796  11,479  11,669 
$ 2,501,518  $ 2,581,145  $ 2,658,011 
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt $ —  $ 7,500  $ 7,500 
Accounts payable 16,305  29,344  32,928 
Deferred revenue 156,488  151,377  130,265 
Accrued interest 50,666  21,442  30,181 
Accrued taxes 13,307  39,237  48,265 
Accrued salaries, wages and benefits 20,696  29,549  39,206 
Self-insurance reserves 22,037  24,665  23,837 
Other accrued liabilities 17,864  21,024  17,297 
297,363  324,138  329,479 
Deferred Tax Liability 2,525  82,046  82,658 
Derivative Liability 38,713  18,108  27,773 
Lease Liability 9,873  10,600  7,440 
Non-Current Deferred Revenue (See Note 4)
36,180  9,401  18,205 
Other Liabilities 6,260  935  761 
Long-Term Debt:
Term debt 256,358  714,150  717,364 
Notes 2,405,576  1,431,733  1,431,612 
2,661,934  2,145,883  2,148,976 
Partners’ (Deficit) Equity:
Special L.P. interests 5,290  5,290  5,290 
General partner (6) (1) (1)
Limited partners, 56,706, 56,666 and 56,596 units outstanding as of September 27, 2020, December 31, 2019 and September 29, 2019, respectively
(570,922) (25,001) 21,276 
Accumulated other comprehensive income 14,308  9,746  16,154 
(551,330) (9,966) 42,719 
$ 2,501,518  $ 2,581,145  $ 2,658,011 
    
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(In thousands, except per unit amounts)
  Three months ended Nine months ended
  September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019
Net revenues:
Admissions $ 33,411  $ 382,776  $ 60,728  $ 645,715 
Food, merchandise and games 34,462  224,444  57,269  399,525 
Accommodations, extra-charge products and other 19,584  107,292  29,681  172,439 
87,457  714,512  147,678  1,217,679 
Costs and expenses:
Cost of food, merchandise, and games revenues 11,638  58,475  20,028  105,932 
Operating expenses 100,818  227,625  274,169  503,601 
Selling, general and administrative 28,145  83,080  76,681  174,527 
Depreciation and amortization 67,436  68,335  127,447  137,828 
Loss on impairment / retirement of fixed assets, net 727  1,675  8,530  3,781 
Loss on impairment of goodwill and other intangibles 15,818  —  103,999  — 
Gain on sale of investment (11) —  (11) (617)
224,571  439,190  610,843  925,052 
Operating (loss) income (137,114) 275,322  (463,165) 292,627 
Interest expense 40,376  27,967  104,341  71,814 
Net effect of swaps (1,558) 3,910  19,780  21,068 
Loss on early debt extinguishment 317  —  2,013  — 
(Gain) loss on foreign currency (9,567) 5,608  11,984  (12,533)
Other income (28) (933) (337) (808)
(Loss) income before taxes (166,654) 238,770  (600,946) 213,086 
(Benefit) provision for taxes (30,393) 48,815  (116,156) 43,506 
Net (loss) income (136,261) 189,955  (484,790) 169,580 
Net (loss) income allocated to general partner (1) 2  (5) 2 
Net (loss) income allocated to limited partners $ (136,260) $ 189,953  $ (484,785) $ 169,578 
Net (loss) income $ (136,261) $ 189,955  $ (484,790) $ 169,580 
Other comprehensive (loss) income, (net of tax):
Foreign currency translation adjustment (4,820) 2,554  4,562  (5,128)
Other comprehensive (loss) income, (net of tax) (4,820) 2,554  4,562  (5,128)
Total comprehensive (loss) income $ (141,081) $ 192,509  $ (480,228) $ 164,452 
Basic (loss) income per limited partner unit:
Weighted average limited partner units outstanding 56,497  56,519  56,469  56,344 
Net (loss) income per limited partner unit $ (2.41) $ 3.36  $ (8.58) $ 3.01 
Diluted (loss) income per limited partner unit:
Weighted average limited partner units outstanding 56,497  56,931  56,469  56,816 
Net (loss) income per limited partner unit $ (2.41) $ 3.34  $ (8.58) $ 2.98 
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ (DEFICIT) EQUITY
(In thousands)
For the three months ended Limited Partnership Units Outstanding Limited Partners’ Equity General Partner’s Equity Special L.P. Interests Accumulated Other Comprehensive Income Total Partners’
(Deficit) Equity
Balance as of June 30, 2019 56,597  $ (119,088) $ (2) $ 5,290  $ 13,600  $ (100,200)
Net income —  189,953  2  —  —  189,955 
Partnership distribution declared ($0.925 per unit)
—  (52,358) (1) —  —  (52,359)
Issuance of limited partnership units related to compensation (1) 2,823  —  —  —  2,823 
Tax effect of units involved in treasury unit transactions —  (54) —  —  —  (54)
Foreign currency translation adjustment,
net of tax $478
—  —  —  —  2,554  2,554 
Balance as of September 29, 2019 56,596  $ 21,276  $ (1) $ 5,290  $ 16,154  $ 42,719 
Balance as of June 28, 2020 56,707  $ (436,275) $ (5) $ 5,290  $ 19,128  $ (411,862)
Net loss —  (136,260) (1) —  —  (136,261)
Partnership distribution declared —  2  —  —  —  2 
Issuance of limited partnership units related to compensation (1) 1,612  —  —  —  1,612 
Tax effect of units involved in treasury unit transactions —  (1) —  —  —  (1)
Foreign currency translation adjustment,
net of tax $(711)
—  —  —  —  (4,820) (4,820)
Balance as of September 27, 2020 56,706  $ (570,922) $ (6) $ 5,290  $ 14,308  $ (551,330)
For the nine months ended Limited Partnership Units Outstanding Limited Partners’ Equity General Partner’s Equity Special L.P. Interests Accumulated Other Comprehensive Income Total Partners’
(Deficit) Equity
Balance as of December 31, 2018 56,564  $ 5,845  $ (1) $ 5,290  $ 21,282  $ 32,416 
Net income —  169,578  2  —  —  169,580 
Partnership distribution declared ($2.775 per unit)
—  (157,043) (2) —  —  (157,045)
Issuance of limited partnership units related to compensation 32  4,511  —  —  —  4,511 
Tax effect of units involved in treasury unit transactions —  (1,615) —  —  —  (1,615)
Foreign currency translation adjustment, net of tax $(1,142)
—  —  —  —  (5,128) (5,128)
Balance as of September 29, 2019 56,596  $ 21,276  $ (1) $ 5,290  $ 16,154  $ 42,719 
Balance as of December 31, 2019 56,666  $ (25,001) $ (1) $ 5,290  $ 9,746  $ (9,966)
Net loss —  (484,785) (5) —  —  (484,790)
Partnership distribution declared ($0.935 per unit)
—  (53,020) —  —  —  (53,020)
Issuance of limited partnership units related to compensation 40  (6,354) —  —  —  (6,354)
Tax effect of units involved in treasury unit transactions —  (1,762) —  —  —  (1,762)
Foreign currency translation adjustment, net of tax $1,201
—  —  —  —  4,562  4,562 
Balance as of September 27, 2020 56,706  $ (570,922) $ (6) $ 5,290  $ 14,308  $ (551,330)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
  Nine months ended
  September 27, 2020 September 29, 2019
CASH FLOWS (FOR) FROM OPERATING ACTIVITIES
Net (loss) income $ (484,790) $ 169,580 
Adjustments to reconcile net (loss) income to net cash (for) from operating activities:
Depreciation and amortization 127,447  137,828 
Loss on early debt extinguishment 2,013  — 
Loss on impairment of goodwill and other intangibles 103,999  — 
Non-cash foreign currency loss (gain) on debt 13,647  (13,406)
Non-cash equity based compensation expense (1,842) 8,236 
Non-cash deferred income tax benefit (78,296) (220)
Net effect of swaps 19,780  21,068 
Other non-cash expenses 12,408  5,530 
Changes in assets and liabilities:
(Increase) decrease in receivables 22,712  (13,830)
(Increase) decrease in inventories (17,950) (5,094)
(increase) decrease in other assets (18,858) (10,261)
Increase (decrease) in accounts payable (3,499) 8,269 
Increase (decrease) in deferred revenue 32,235  24,286 
Increase (decrease) in accrued interest 29,380  22,109 
Increase (decrease) in accrued taxes (25,862) 17,819 
Increase (decrease) in other liabilities (7,976) 17,225 
Net cash (for) from operating activities (275,452) 389,139 
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures (120,883) (296,616)
Acquisitions, net of cash acquired —  (270,171)
Proceeds from sale of investment 2,109  617 
Net cash for investing activities (118,774) (566,170)
CASH FLOWS FROM FINANCING ACTIVITIES
Note borrowings 1,000,000  500,000 
Term debt payments (465,125) (1,875)
Distributions paid to partners (53,020) (157,045)
Payment of debt issuance costs (35,738) (7,812)
Exercise of limited partnership unit options 112  — 
Tax effect of units involved in treasury unit transactions (1,762) (1,615)
Payments related to tax withholding for equity compensation (4,624) (4,249)
Net cash from financing activities 439,843  327,404 
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (2,399) 2,394 
CASH AND CASH EQUIVALENTS
Net increase for the period 43,218  152,767 
Balance, beginning of period 182,252  105,349 
Balance, end of period $ 225,470  $ 258,116 
SUPPLEMENTAL INFORMATION
Cash payments for interest expense $ 69,780  $ 49,001 
Interest capitalized 1,961  2,524 
Cash payments for income taxes, net of refunds 7,533  30,604 
Capital expenditures in accounts payable 1,146  3,703 
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
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CEDAR FAIR, L.P.
INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(1) Significant Accounting and Reporting Policies:
Impact of COVID-19 Pandemic
Due to the coronavirus (COVID-19) pandemic, on March 13, 2020, we announced the closure of certain parks and the decision to delay the opening of other parks in response to the federal and local recommendations and restrictions to mitigate the spread of COVID-19. Beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Parks that reopened and their respective reopening dates follow:
Schlitterbahn Waterpark & Resort New Braunfels, which opened on June 13, 2020
Schlitterbahn Waterpark Galveston, which opened on June 13, 2020
Worlds of Fun, which opened on June 22, 2020
Kings Island, which opened on July 2, 2020
Dorney Park, which opened on July 8, 2020
Cedar Point, which opened on July 9, 2020
Michigan's Adventure, which opened on July 16, 2020
Attendance upon reopening was below original expectations. The timing of park openings from mid-June through mid-July coincided with growing concerns about rising COVID-19 cases. Due to the soft demand trends, park operating calendars were adjusted for the remainder of 2020, including reduced operating days per week and operating hours within each operating day. In addition, some of our reopened parks closed earlier than the park's typical operating calendar. Schlitterbahn Waterpark & Resort New Braunfels, Schlitterbahn Waterpark Galveston, Worlds of Fun and Dorney Park closed following the Labor Day holiday on September 7, 2020. Kings Island closed following the fall season on November 1, 2020. Cedar Point and Michigan's Adventure closed as they traditionally would following the fall season on November 1, 2020 and on Labor Day, respectively. Additionally, to alleviate social distancing concerns, Cedar Point and Kings Island changed their fall entertainment programming to allow for better management and maintenance of social distancing and limited park capacity requirements.

Knott's Berry Farm, Canada's Wonderland, Carowinds, Kings Dominion, California's Great America and Valleyfair remain closed, with the exception of limited attractions, such as hotel properties and special outdoor events. Of these parks, Knott's Berry Farm and Canada's Wonderland remain in a state of readiness as parks continue their dialogue with government and health authorities about the possibility of opening. On August 4, 2020, we announced the remaining parks (other than Knott's Berry Farm and Canada's Wonderland) will not reopen in 2020 due to the diminishing number of calendar days left in 2020, as well as limited visibility from state and local officials as to when park openings are possible. However, during the fourth quarter of 2020, we received approval from local authorities to open Carowinds. As a result, Carowinds will open for approximately 12 operating days for a winter themed event during November and December.

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

Even after all of our parks are able to reopen and our parks are able to return to full capacity with traditional park operating calendars, there may be longer-term negative impacts to our business, results of operations and financial condition as a result of the COVID-19 pandemic. These impacts may include changes in consumer behavior and preferences causing significant volatility or reductions in demand for, or interest in, our parks, damage to our brand and reputation, increases in operating expenses to comply with additional hygiene-related protocols, limitations on our ability to recruit and train sufficient employees to staff our parks, limitations on our employees' ability to work and travel, and significant changes in the economic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate impact may be material, and will depend 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.

Following our March 13, 2020 announcement, we took steps to secure additional liquidity and to obtain relief from certain financial covenants, in the event that the effects of the COVID-19 pandemic continued. On April 27, 2020, we issued $1.0 billion
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of senior secured notes and further amended the Amended 2017 Credit Agreement, including expanding our senior secured revolving credit facility capacity and revising certain financial covenants. See the Long-Term Debt footnote at Note 7 for further details. In addition, during the second quarter of 2020, we reduced operating expenses, including labor costs, suspended capital expenditures, and suspended quarterly distribution payments. Following the opening of the parks listed above, we resumed paying full salaries and incurred seasonal and part-time labor expenses, park-level operating expenses and advertising expenses to correspond with lower than typical attendance levels and abbreviated park operating calendars at our open parks.

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

Management 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.
Significant Accounting and Reporting Policies
Except for the changes described below, our unaudited condensed consolidated financial statements included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2019, which were included in the Form 10-K filed on February 21, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.
Adopted Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Measurement of Credit Losses on Financial Instruments ("ASC 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. We adopted ASU 2016-13 as of January 1, 2020. The standard did not have an effect on the unaudited condensed consolidated financial statements.
New Accounting Pronouncements
In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing specific exceptions and clarifying and amending existing guidance under Topic 740, Income Taxes. ASU 2019-12 is effective for fiscal years after December 15, 2020 and interim periods within those years. Early adoption is permitted, including adoption in any interim period, but all amendments must be adopted in the same period. The allowable adoption methods differ under the various amendments. We are in the process of evaluating the effect this standard will have on the unaudited condensed consolidated financial statements and related disclosures.

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

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

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

(3) 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 impact of the COVID-19 pandemic on our expected future operating results, we tested the long-lived assets, goodwill and indefinite-lived intangible assets of the Schlitterbahn parks for impairment as of March 29, 2020 and as of September 27, 2020. This resulted in impairment charges at the Schlitterbahn parks of $2.7 million for long-lived assets, $73.6 million for goodwill and $7.9 million for the Schlitterbahn trade name as of March 29, 2020, and $11.3 million for goodwill and $2.2 million for the Schlitterbahn trade name as of September 27, 2020 (see Note 5 and Note 6).

The results of the Schlitterbahn parks' operations, including $10.7 million and $41.5 million of net revenues and $117.5 million of net loss and $20.2 million of net income, are included within the unaudited condensed consolidated statement of operations and comprehensive (loss) income for the nine months ended September 27, 2020 and September 29, 2019, respectively. If we had acquired the Schlitterbahn parks on January 1, 2019, our results for the nine months ended September 29, 2019 would have included net revenues of approximately $68 million, and net income of approximately $20 million, respectively. Related acquisition transaction costs totaled $7.0 million for the third and fourth quarter of 2019 and were included within Selling, general and administrative expenses.

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(4) Revenue Recognition:
As disclosed within the unaudited condensed consolidated statements of operations and comprehensive (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:
Three months ended Nine months ended
(In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019
In-park revenues $ 61,764  $ 658,645  $ 106,008  $ 1,114,240 
Out-of-park revenues 29,051  76,347  46,705  140,452 
Concessionaire remittance (3,358) (20,480) (5,035) (37,013)
Net revenues $ 87,457  $ 714,512  $ 147,678  $ 1,217,679 
Due to our highly seasonal operations, a substantial portion of our revenues typically are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at our properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns.

In some instances, we arrange with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and we act as an agent, resulting in net revenues recorded within the condensed consolidated statements of operations and comprehensive (loss) income. Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other," are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are typically fixed. However, some sponsorship revenues are variable based on achievement of specified operating metrics. We estimate variable revenues and perform a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal.

Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest at the beginning of the calendar year following the close of our parks' operating seasons, as well as at the end of the third quarter after the peak summer season and at the beginning of the selling season for the next year's products. Season-long products represent most of the deferred revenue balance in any given period.

Of the $151.4 million of deferred revenue recorded as of January 1, 2020, 91% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, marina deposits, advanced resort reservations, and other deferred revenue. During the nine months ended September 27, 2020, approximately $20 million of the deferred revenue balance as of January 1, 2020 was recognized.

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

As of September 27, 2020, we classified $36.2 million of total deferred revenue as non-current. Due to the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders receive a full season of access to our parks. As a result, $27.1 million of the total non-current deferred revenue balance as of September 27, 2020 represented estimated fourth quarter 2021 usage of both 2020 and 2021 season-long products. The remainder of the non-current deferred revenue balance as of September 27, 2020 was attributable to the lease of a portion of the California's Great America parking lot to the Santa Clara Stadium Authority during Levi's Stadium events. The
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lease is effective through the life of the stadium, or approximately 25 years, from the opening of the stadium through 2039. The lease payments were prepaid, and the corresponding revenue is being recognized over the life of the stadium.

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 are typically highest in the peak summer months and the lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of September 27, 2020, December 31, 2019 and September 29, 2019, we recorded an $8.5 million, $3.4 million and $11.3 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using the historical default rate adjusted for current period trends, including an adjustment for the impact of COVID-19 on our customers' ability to pay based on collection rates since March 2020. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products. Due to the COVID-19 pandemic and given the uncertainty around the timing of the parks reopening, we paused collections on our installment purchase plans in April 2020 and are resuming collections at each park as it opens.

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

Non-operating assets are evaluated for impairment based on changes in market conditions. When changes in market conditions are observed, impairment is estimated using a market-based approach. If the estimated fair value of the non-operating assets is less than their carrying value, an impairment charge is recorded for the difference.

Due to the negative impact of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets for impairment as of March 29, 2020 and September 27, 2020. As of March 29, 2020, we concluded the estimated undiscounted future cash flows expected to result from the use of the long-lived assets at the Schlitterbahn parks no longer exceeded the related carrying values. Therefore, we recorded a $2.7 million impairment charge equal to the difference between the fair value and the carrying amounts of the assets in "Loss on impairment / retirement of fixed assets" within the unaudited condensed consolidated statement of operations and comprehensive (loss) income during the first quarter of 2020. The fair value of our 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 as of September 27, 2020 due to a further decline in our financial performance projections. Our impairment testing as of September 27, 2020 resulted in no further impairment of our long-lived assets.

During the third quarter of 2016, we ceased operations of one of our separately gated outdoor water parks, Wildwater Kingdom, located near Cleveland in Aurora, Ohio. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset was approximately 670 acres of land. The Wildwater Kingdom acreage, reduced by acreage sold, is recorded within "Other Assets" in the unaudited condensed consolidated balance sheets ($7.5 million as of September 27, 2020 and $9.0 million as of December 31, 2019 and September 29, 2019).

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(6) Goodwill and Other Intangible Assets:
Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. Due to the negative impact of the COVID-19 pandemic on our expected future operating results, we tested our goodwill and indefinite-lived intangible assets for impairment as of March 29, 2020 and September 27, 2020. As of March 29, 2020 and September 27, 2020, we concluded the estimated fair value of goodwill at the Schlitterbahn parks and Dorney Park reporting units, and the estimated fair value of the Schlitterbahn trade name no longer exceeded their carrying values. Therefore, we recorded a $73.6 million, $6.8 million and $7.9 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the first quarter of 2020. We also recorded an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third quarter of 2020. The impairment charges were equal to the amount by which the carrying amounts exceeded the assets' fair value and were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statement of operations and comprehensive (loss) income.

The fair value of our reporting units was established using a combination of an income (discounted cash flow) approach and market approach. The income approach used each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflected current market conditions. Estimated operating results were established using our best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, the anticipated time frame to re-open our parks following the COVID-19 pandemic, and the related anticipated demand upon re-opening our parks following the COVID-19 pandemic. 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.

Changes in the carrying value of goodwill for the nine months ended September 27, 2020 and September 29, 2019 were:
(In thousands) Goodwill
Balance as of December 31, 2019 $ 359,654 
Impairment (93,929)
Foreign currency translation (1,865)
Balance as of September 27, 2020 $ 263,860 
Balance as of December 31, 2018 $ 178,719 
Acquisition 177,994 
Foreign currency translation 1,738 
Balance as of September 29, 2019 $ 358,451 

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

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As of September 27, 2020, December 31, 2019, and September 29, 2019, other intangible assets consisted of the following:
(In thousands) Gross
Carrying
Amount 		Accumulated
Amortization 		Net
Carrying
Value
September 27, 2020
Other intangible assets:
Trade names $ 48,764  $ —  $ 48,764 
License / franchise agreements 4,257  (3,304) 953 
Total other intangible assets $ 53,021  $ (3,304) $ 49,717 
December 31, 2019
Other intangible assets:
Trade names $ 59,249  $ —  $ 59,249 
License / franchise agreements 3,583  (2,933) 650 
Total other intangible assets $ 62,832  $ (2,933) $ 59,899 
September 29, 2019
Other intangible assets:
Trade names $ 58,981  $ —  $ 58,981 
License / franchise agreements 3,509  (2,797) 712 
Total other intangible assets $ 62,490  $ (2,797) $ 59,693 

Other intangible assets included $13.1 million and $23.2 million as of September 27, 2020 and December 31, 2019, respectively, for the Schlitterbahn trade name acquired on July 1, 2019, see Note 3. The Schlitterbahn trade name is an indefinite-lived intangible asset. Amortization expense of finite-lived other intangible assets is expected to continue to be immaterial going forward.

(7) Long-Term Debt:
Long-term debt as of September 27, 2020, December 31, 2019, and September 29, 2019 consisted of the following:
(In thousands) September 27, 2020 December 31, 2019 September 29, 2019
U.S. term loan averaging 2.85% YTD 2020; 4.01% in 2019; 4.16% YTD 2019 (due 2017-2024) (1)
$ 264,250  $ 729,375  $ 733,125 
Notes
2024 U.S. fixed rate notes at 5.375%
450,000  450,000  450,000 
2025 U.S. fixed rate notes at 5.500%
1,000,000  —  — 
2027 U.S. fixed rate notes at 5.375%
500,000  500,000  500,000 
2029 U.S. fixed rate notes at 5.250%
500,000  500,000  500,000 
2,714,250  2,179,375  2,183,125 
Less current portion —  (7,500) (7,500)
2,714,250  2,171,875  2,175,625 
Less debt issuance costs and original issue discount (52,316) (25,992) (26,649)
$ 2,661,934  $ 2,145,883  $ 2,148,976 
(1)     The average interest rates do not reflect the effect of interest rate swap agreements (see Note 8).

Term Debt and Revolving Credit Facilities
In April 2017, we amended and restated our existing credit agreement (the "2017 Credit Agreement") which includes our senior secured term loan facility and senior secured revolving credit facility. The $750 million senior secured term loan facility under the 2017 Credit Agreement matures on April 15, 2024 and, following an amendment in March 2018, bears interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the March 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we further amended the 2017 Credit Agreement (subsequently referred to as the "Second Amended 2017 Credit Agreement" or the "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. The facilities provided under the Second Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.
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In connection with the Second Amendment, we received additional commitments under the U.S. senior secured revolving credit facility of $100.0 million bringing our total senior secured revolving credit facility capacity under the Second Amended 2017 Credit Agreement to $375 million with a Canadian sub-limit of $15 million. Senior secured revolving credit facility borrowings under the Second Amended 2017 Credit Agreement bore interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. Prior to the Second Amendment, our senior secured revolving credit facility had a combined limit of $275 million with a Canadian sub-limit of $15 million and bore interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility was scheduled to mature in April 2022 under the Second Amendment. The Second Amended 2017 Credit Agreement also provides for the issuance of documentary and standby letters of credit. As of September 27, 2020, no borrowings were outstanding under the revolving credit facility. The Second Amended 2017 Credit Agreement required the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities.

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

Notes
In April 2020, as a result of the anticipated effects of the COVID-19 pandemic and in connection with the Second Amendment to the 2017 Credit Agreement, we issued $1.0 billion of 5.500% senior secured notes ("2025 senior notes") in a private placement. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the 2025 senior notes. The 2025 senior notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium). The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. The net proceeds from the offering of the 2025 senior notes were used to repay $463.3 million of our then-outstanding senior secured term loan facility. The remaining amount is to be used for general corporate and working capital purposes, including fees and expenses related to the transaction.

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

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

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

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

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

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

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

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Covenants
The Second Amendment to the 2017 Credit Agreement suspended and revised certain financial covenants including: (i) suspended testing of the Consolidated Leverage Ratio (which was previously set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA) after the first quarter of 2020, (ii) replaced such Consolidated Leverage Ratio testing with a Senior Secured Leverage Ratio of 4.00x Total First Lien Senior Secured Debt-to-Consolidated EBITDA to be tested quarterly starting with the first quarter of 2021, which would have stepped down to 3.75x in the fourth quarter of 2021, with the covenant calculations for the first, second, and third quarters in 2021 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2020 ("Deemed EBITDA Quarters"), (iii) added a requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2021 or the termination of the Additional Restrictions Period (which generally would have included the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2021), (iv) suspended certain restricted payments, including partnership distributions, certain payments in respect of senior unsecured debt, cash mergers and/or acquisition investments and the incurrence of incremental loans and commitments under the Second Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period, and (v) permitted the incurrence of the portion of the 2025 senior notes that were issued and were not applied to repay a portion of the senior secured term loan facility. Under the Second Amendment, we had the ability to terminate the Additional Restrictions Period prior to December 31, 2021 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. As of September 27, 2020, we were in compliance with the financial condition covenants under the Second Amended 2017 Credit Agreement.

See the Subsequent Events footnote at Note 12 for a discussion of changes to our financial covenants under the Second Amended 2017 Credit Agreement following the third quarter of 2020.

Our fixed rate note agreements also include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 2024 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x, we can still make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.00x as of September 27, 2020.

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

We have four interest rate swap agreements that mature on December 31, 2020 and convert $500 million of variable-rate debt to a rate of 4.39%. We also have four additional interest rate swap agreements that convert the same notional amount to a rate of 4.63% for the period December 31, 2020 through December 31, 2023. None of the interest rate swap agreements are designated as hedging instruments. The fair market value of our swap portfolio, including the location within the unaudited condensed consolidated balance sheets, for the periods presented were as follows:
(In thousands) Balance Sheet Location September 27, 2020 December 31, 2019 September 29, 2019
Derivatives not designated as hedging instruments:
Interest Rate Swaps Other accrued liabilities $ (4,303) $ (5,129) $ — 
Derivative Liability (38,713) (18,108) (27,773)
$ (43,016) $ (23,237) $ (27,773)
Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" within the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

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(9) Fair Value Measurements:
The table below presents the balances of assets and liabilities measured at fair value as of September 27, 2020, December 31, 2019, and September 29, 2019 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:
(In thousands) Balance Sheet Location Fair Value Hierarchy Level September 27, 2020 December 31, 2019 September 29, 2019
Carrying Value Fair 
Value 		Carrying Value Fair 
Value 		Carrying Value Fair 
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investments Other current assets Level 1 $ 163  $ 163  $ 275  $ 275  $ 476  $ 476 
Interest rate swaps
Derivative Liability (1)
Level 2 $ (43,016) $ (43,016) $ (23,237) $ (23,237) $ (27,773) $ (27,773)
Other financial assets (liabilities):
Term debt
Long-Term Debt (2)
Level 2 $ (264,250) $ (244,431) $ (721,875) $ (725,484) $ (725,625) $ (727,439)
2024 senior notes
Long-Term Debt (2)
Level 1 $ (450,000) $ (433,125) $ (450,000) $ (462,375) $ (450,000) $ (462,938)
2025 senior notes
Long-Term Debt (2)
Level 2 $ (1,000,000) $ (1,010,000) —  —  —  — 
2027 senior notes
Long-Term Debt (2)
Level 1 $ (500,000) $ (487,500) $ (500,000) $ (535,000) $ (500,000) $ (535,000)
2029 senior notes
Long-Term Debt (2)
Level 1 (3)
$ (500,000) $ (476,250) $ (500,000) $ (539,375) $ (500,000) $ (533,750)
(1)As of September 27, 2020 and December 31, 2019, $4.3 million and $5.1 million of the fair value of our swap portfolio, respectively, was classified as current and recorded in "Other accrued liabilities".
(2)Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $52.3 million, $26.0 million, and $26.6 million as of September 27, 2020, December 31, 2019, and September 29, 2019, respectively.
(3)The 2029 senior notes were based on Level 1 inputs as of September 27, 2020 and Level 2 inputs as of December 31, 2019 and September 29, 2019.

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

Due to the negative impact of the COVID-19 pandemic on our expected future operating results, we tested our long-lived assets, goodwill, and indefinite-lived intangible assets for impairment as of March 29, 2020 and September 27, 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. As of March 29, 2020, we also concluded the estimated fair value of the long-lived assets of the Schlitterbahn parks no longer exceeded their carrying values. Therefore, as of March 29, 2020 and September 27, 2020, these assets were measured at fair value. We recorded a $2.7 million, $73.6 million and $7.9 million impairment charge to long-lived assets, goodwill and the trade name at the Schlitterbahn parks, respectively, and a $6.8 million impairment charge to goodwill at Dorney Park during the first quarter of 2020. We also recorded an $11.3 million and $2.2 million impairment charge to goodwill and the trade name at the Schlitterbahn parks, respectively, and a $2.3 million impairment charge to goodwill at Dorney Park during the third quarter of 2020. The long-lived asset impairment charge was recorded in "Loss on impairment / retirement of fixed assets", and the goodwill and intangible asset impairment charges were recorded in "Loss on impairment of goodwill and other intangibles" within the unaudited condensed consolidated statement of operations and comprehensive (loss) income.

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

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no other assets measured at fair value on a non-recurring basis as of September 27, 2020, December 31, 2019 or September 29, 2019.

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(10) Earnings per Unit:
Net (loss) income per limited partner unit was calculated based on the following unit amounts:
  Three months ended Nine months ended
(In thousands, except per unit amounts) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019
Basic weighted average units outstanding 56,497  56,519  56,469  56,344 
Effect of dilutive units:
Deferred units —  48  —  51 
Performance units —  —  —  33 
Restricted units —  239  —  263 
Unit options —  125  —  125 
Diluted weighted average units outstanding 56,497  56,931  56,469  56,816 
Net (loss) income per unit - basic $ (2.41) $ 3.36  $ (8.58) $ 3.01 
Net (loss) income per unit - diluted $ (2.41) $ 3.34  $ (8.58) $ 2.98 

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

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

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

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(12) Subsequent Events:
In response to the continuing impacts of the COVID-19 pandemic, on September 28, 2020, we further amended the Second Amended 2017 Credit Agreement (subsequently referred to as the "Third Amended 2017 Credit Agreement" or the "Third Amendment") to, among other things: (i) extend the suspension of testing of the Senior Secured Leverage Ratio through 2021, (ii) modify the quarterly testing of the Senior Secured Leverage Ratio to 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA in the first quarter of 2022, which will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("revised Deemed EBITDA Quarters"), (iii) extend the requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2022 or the termination of the revised Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022), (iv) extend the suspension of certain restricted payments, including partnership distributions, certain payments in respect of senior unsecured debt, cash mergers and/or acquisition investments and the incurrence of incremental loans and commitments under the Third Amended 2017 Credit Agreement until the termination of the revised Additional Restrictions Period, and (v) permit the incurrence of the 2028 senior notes described below. We have the ability to terminate the revised Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to revised Deemed EBITDA Quarters for any fiscal quarter.

In addition to suspending and revising certain financial covenants, the Third Amendment, upon completion of certain customary closing conditions, will extend the maturity date of $300 million of the $375 million senior secured revolving credit facility to December 2023 (which the portion of the facility is subsequently referred to as the "2023 Revolving Credit Facility Capacity"). Under the Third Amendment, the 2023 Revolving Credit Facility Capacity will bear interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate plus 250 bps and will require the payment of a 62.5 bps commitment fee per annum on the unused portion of the 2023 Revolving Credit Facility Capacity, in each case without any step-downs. The terms of the remaining $75 million available under the senior secured revolving credit facility (the "2022 Revolving Credit Facility Capacity") will remain unchanged from the Second Amended 2017 Credit Agreement.

Following the Third Amendment, on October 7, 2020, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes") in a private placement. Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the 2028 senior notes. The 2028 senior notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium). The net proceeds from the offering of the 2028 senior notes will be used for general corporate and working capital purposes, including fees and expenses related to the transaction.

The 2028 senior notes pay interest semi-annually in April and October, beginning April 1, 2021, with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the note may be redeemed, in whole or in part, at various prices depending on the date redeemed.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

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

Impact of COVID-19 Pandemic
Due to the coronavirus (COVID-19) pandemic, on March 13, 2020, we announced the closure of certain parks and the decision to delay the opening of other parks in response to the federal and local recommendations and restrictions to mitigate the spread of COVID-19. Beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Parks that reopened and their respective reopening dates follow:
Schlitterbahn Waterpark & Resort New Braunfels, which opened on June 13, 2020
Schlitterbahn Waterpark Galveston, which opened on June 13, 2020
Worlds of Fun, which opened on June 22, 2020
Kings Island, which opened on July 2, 2020
Dorney Park, which opened on July 8, 2020
Cedar Point, which opened on July 9, 2020
Michigan's Adventure, which opened on July 16, 2020
Attendance upon reopening was below original expectations. The timing of park openings from mid-June through mid-July coincided with growing concerns about rising COVID-19 cases. Due to the soft demand trends, park operating calendars were adjusted for the remainder of 2020, including reduced operating days per week and operating hours within each operating day. In addition, some of our reopened parks closed earlier than the park's typical operating calendar. Schlitterbahn Waterpark & Resort New Braunfels, Schlitterbahn Waterpark Galveston, Worlds of Fun and Dorney Park closed following the Labor Day holiday on September 7, 2020. Kings Island closed following the fall season on November 1, 2020. Cedar Point and Michigan's Adventure closed as they traditionally would following the fall season on November 1, 2020 and on Labor Day, respectively. Additionally, to alleviate social distancing concerns, Cedar Point and Kings Island changed their fall entertainment programming to allow for better management and maintenance of social distancing and limited park capacity requirements.

Knott's Berry Farm, Canada's Wonderland, Carowinds, Kings Dominion, California's Great America and Valleyfair remain closed, with the exception of limited attractions, such as hotel properties and special outdoor events. Of these parks, Knott's Berry Farm and Canada's Wonderland remain in a state of readiness as parks continue their dialogue with government and health authorities about the possibility of opening. On August 4, 2020, we announced the remaining parks (other than Knott's Berry Farm and Canada's Wonderland) will not reopen in 2020 due to the diminishing number of calendar days left in 2020, as well as limited visibility from state and local officials as to when park openings are possible. However, during the fourth quarter of 2020, we received approval from local authorities to open Carowinds. As a result, Carowinds will open for approximately 12 operating days for a winter themed event during November and December.

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

Even after all of our parks are able to reopen and our parks are able to return to full capacity with traditional park operating calendars, there may be longer-term negative impacts to our business, results of operations and financial condition as a result of the COVID-19 pandemic. These impacts may include changes in consumer behavior and preferences causing significant volatility or reductions in demand for, or interest in, our parks, damage to our brand and reputation, increases in operating expenses to comply with additional hygiene-related protocols, limitations on our ability to recruit and train sufficient employees to staff our parks, limitations on our employees' ability to work and travel, and significant changes in the economic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate impact may be material, and
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will depend 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. See Risk Factors within Part II for additional detail.

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

•On April 27, 2020, we issued $1.0 billion of 5.500% senior secured notes due 2025 and further amended the Amended 2017 Credit Agreement to suspend and revise certain financial covenants, and to adjust the interest rate on and reflect additional commitments and capacity for our revolving credit facility. Financial covenant revisions included suspending testing of the leverage ratio for the remainder of 2020 and allowing for modified testing of the leverage ratio in 2021. See the Long-Term Debt footnote at Note 7 for further details.

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

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

•We took the following proactive measures to reduce operating expenses and cash outflows:
•Eliminated nearly all of our seasonal and part-time labor costs until our parks prepared to reopen,
•Suspended all advertising and marketing expenses, and reduced general and administrative expenses and other park-level operating expenses to better align with the disruption in operations while still remaining in readiness position to reopen parks,
•Reduced the CEO’s base salary by 40% and the base salaries of all other executives by 25%, effective April 27, 2020,
•Deferred base salaries for all other salaried employees by 25%, subject to minimum thresholds or other statutory limitations,
•Reduced scheduled hours for full-time hourly employees by 25% to 30 hours per week, and
•Suspended cash retainer fees for our Board of Directors until business conditions improved.

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

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

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

Management believes that judgment and estimates related to the following critical accounting policies could materially affect our unaudited condensed consolidated financial statements:
•Impairment of Long-Lived Assets
•Accounting for Business Combinations
•Goodwill and Other Intangible Assets
•Self-Insurance Reserves
•Revenue Recognition
•Income Taxes
In the third quarter of 2020, there were no changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

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

The table below sets forth a reconciliation of Adjusted EBITDA to net (loss) income for the three and nine month periods ended September 27, 2020 and September 29, 2019.
  Three months ended Nine months ended
(In thousands) September 27, 2020 September 29, 2019 September 27, 2020 September 29, 2019
Net (loss) income $ (136,261) $ 189,955  $ (484,790) $ 169,580 
Interest expense 40,376  27,967  104,341  71,814 
Interest income (25) (807) (449) (1,121)
(Benefit) provision for taxes (30,393) 48,815  (116,156) 43,506 
Depreciation and amortization 67,436  68,335  127,447  137,828 
EBITDA (58,867) 334,265  (369,607) 421,607 
Loss on early debt extinguishment 317  —  2,013  — 
Net effect of swaps (1,558) 3,910  19,780  21,068 
Non-cash foreign currency (gain) loss (9,561) 5,617  12,127  (12,528)
Non-cash equity compensation expense 1,618  2,930  (1,842) 8,760 
Loss on impairment / retirement of fixed assets, net 727  1,675  8,530  3,781 
Loss on impairment of goodwill and other intangibles 15,818  —  103,999  — 
Gain on sale of investment (11) —  (11) (617)
Acquisition-related costs —  6,292  16  7,238 
Other (1)
29  499  183  782 
Adjusted EBITDA $ (51,488) $ 355,188  $ (224,812) $ 450,091 

(1)    Consists of certain costs as defined in our Second Amended 2017 Credit Agreement and prior credit agreements. These items are excluded from the calculation of Adjusted EBITDA and have included certain legal expenses and severance expenses. This balance also includes unrealized gains and losses on short-term investments.
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Results of Operations:
We believe the following are key operational measures in our managerial and operational reporting, and they are used as major factors in significant operational decisions as they are primary drivers of our financial and operational performance:
Attendance is defined as the number of guest visits to our amusement parks and separately gated outdoor water parks.
In-park per capita spending is calculated as revenues generated within our amusement parks and separately gated outdoor water parks along with related tolls and parking revenues (in-park revenues), divided by total attendance.
Out-of-park revenues are defined as revenues from resort, marina, sponsorship, online transaction fees charged to customers and all other out-of-park operations.
Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (see Note 4).

Nine months ended September 27, 2020
The results for the fiscal nine-month period ended September 27, 2020 are not directly comparable with the results for the fiscal nine-month period ended September 29, 2019 due to park closures and operating calendar changes associated with the COVID-19 pandemic (the "COVID-19 disruption"), as well as the inclusion of the results for the six months ended June 28, 2020 for the Schlitterbahn parks which were acquired on July 1, 2019. In response to the COVID-19 pandemic, five of our 13 properties did not open for the 2020 operating season, with the exception of limited attractions classified as out-of-park revenues, such as hotel properties and special outdoor events. Knott's Berry Farm, our only year-round property, closed in March 2020, and similarly, has only been able to reopen limited attractions. Our remaining seven properties opened beginning late in the second quarter of 2020 with abbreviated operating calendars. As a result of the COVID-19 disruption, the fiscal nine-month period ended September 27, 2020 included a total of 443 operating days compared with 1,862 operating days for the prior period, or 1,419 fewer operating days. There was a net 14 additional operating days in the current nine-month period due to the inclusion of the Schlitterbahn parks offset by the impact of the COVID-19 disruption on the Schlitterbahn parks.

The following table presents key financial information for the nine months ended September 27, 2020 and September 29, 2019:
  Nine months ended Increase (Decrease)
September 27, 2020 September 29, 2019 $ %
  (Amounts in thousands)
Net revenues $ 147,678  $ 1,217,679  $ (1,070,001) (87.9) %
Operating costs and expenses 370,878  784,060  (413,182) (52.7) %
Depreciation and amortization 127,447  137,828  (10,381) (7.5) %
Loss on impairment / retirement of fixed assets, net 8,530  3,781  4,749  N/M
Loss on impairment of goodwill and other intangibles 103,999  —  103,999  N/M
Gain on sale of investment (11) (617) 606  N/M
Operating (loss) income $ (463,165) $ 292,627  $ (755,792) N/M
N/M - Not meaningful
Other Data:
Adjusted EBITDA (1)
$ (224,812) $ 450,091  $ (674,903) N/M
Attendance 2,280  22,864  (20,584) (90.0) %
In-park per capita spending $ 46.49  $ 48.73  $ (2.24) (4.6) %
Out-of-park revenues $ 46,705  $ 140,452  $ (93,747) (66.7) %

(1)    For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net (loss) income, see page 22.
For the nine months ended September 27, 2020, net revenues decreased 87.9% to $147.7 million from $1.2 billion for the nine months ended September 29, 2019. The decrease reflected the impact of a 20.6 million-visit decrease in attendance, a $2.24 decrease in in-park per capita spending and a $93.7 million decrease in out-of-park revenues, all of which were heavily impacted by the COVID-19 disruption. The decrease in attendance was due to the aforementioned park closures and operating calendar changes, as well as soft initial demand upon re-opening seven of our parks in mid-June through mid-July. Following re-opening, demand steadily increased throughout the third quarter. The decrease in in-park per capita spending was the result of less guest spending on extra-charge products, specifically front-of-line products, and admission attributable to a higher season pass mix. Guest spending on food, merchandise and games increased compared with the prior nine-month period. The decrease in out-of-park revenues was primarily attributable to a decline in accommodations revenue related to a decrease in occupancy due to the COVID-19 disruption. The Schlitterbahn parks contributed $2.1 million of net revenues during the six months ended June 28, 2020 and were not included in the prior year period until the July 1, 2019 acquisition date. The Schlitterbahn parks were
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included within the current and prior period third quarter results. Net revenues for the nine months were not materially impacted by foreign currency exchange rates.

Operating costs and expenses for the nine months ended September 27, 2020 decreased 52.7% to $370.9 million from $784.1 million for the nine months ended September 29, 2019. This was the result of an $85.9 million decrease in cost of goods sold, a $229.4 million decrease in operating expenses and a $97.8 million decrease in SG&A expense. The decrease in cost of goods sold was due to the decline in sales volume from the COVID-19 disruption and soft initial demand at our open parks. The $229.4 million decrease in operating expenses was attributable to $135.7 million of seasonal labor savings, as well as reductions in operating supplies, maintenance supplies, utilities, entertainment-related fees and insurance attributable to closed properties, abbreviated operating calendars and fewer offerings at our parks. In addition, full-time wages decreased due to a decline in anticipated payout of bonus plans and cost saving initiatives during the second quarter of 2020. The $97.8 million decrease in SG&A expense was attributable to $45.6 million of advertising expense savings, as well as a reduction in transaction fees due to the decline in online sales volume, a decline in the anticipated payout of outstanding equity-based compensation and bonus plans, and prior period acquisition-related costs. The Schlitterbahn parks incurred $14.2 million of operating costs and expenses for the six months ended June 28, 2020 and were not included in the prior period until the July 1, 2019 acquisition date. The Schlitterbahn parks were included within the current and prior period third quarter results. Operating costs and expenses were not materially impacted by foreign currency exchange rates.

Depreciation and amortization expense for the nine months ended September 27, 2020 decreased $10.4 million compared with the nine months ended September 29, 2019 primarily due to the prior period change in estimated useful life of a long-lived asset at Kings Dominion. Depreciation and amortization expense is being recognized over pre-COVID-19 budgeted operating days for 2020. The loss on impairment / retirement of fixed assets for the nine months ended September 27, 2020 was $8.5 million compared with $3.8 million for the nine months ended September 29, 2019. The current period included a $2.7 million impairment charge with respect to the Schlitterbahn parks' long-lived assets triggered by the anticipated impacts of the COVID-19 pandemic during the first quarter of 2020 (see Note 5), as well as the impairment of two specific assets during the first quarter of 2020. Similarly triggered by the anticipated impacts of the COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for the nine months ended September 27, 2020 included 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, and an $11.3 million, $2.3 million and $2.2 million impairment of goodwill at the Schlitterbahn parks, goodwill at Dorney Park, and the Schlitterbahn trade name, respectively, during the third quarter of 2020 (see Note 6). During the first quarter of 2019, a $0.6 million gain on sale of investment was recognized for additional proceeds from the liquidation of a preferred equity investment.

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

Interest expense for the nine months ended September 27, 2020 increased $32.5 million due to interest incurred on the 2025 senior notes issued in April 2020 and the 2029 senior notes issued in June 2019, which was somewhat offset by less interest incurred on term debt and revolver borrowings. The net effect of our swaps resulted in a charge to earnings of $19.8 million for the nine months ended September 27, 2020 compared with a $21.1 million charge to earnings for the nine months ended September 29, 2019. The difference was attributable to the change in fair market value movements in our swap portfolio. We recognized a $2.0 million loss on early debt extinguishment related to our April 2020 refinancing during the first nine months of 2020 (see Note 7). During the current period, we also recognized a $12.0 million net charge to earnings for foreign currency gains and losses compared with a $12.5 million net benefit to earnings for the nine months ended September 29, 2019. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt recorded at our Canadian entity from the U.S.-dollar to the legal entity's functional currency.

During the nine months ended September 27, 2020, a benefit for taxes of $116.2 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a provision for taxes of $43.5 million for the nine months ended September 29, 2019. The increase in benefit for taxes was attributable to an increase in pretax loss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of this change, 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 $54.8 million. Second, as of September 27, 2020, the annual effective tax rate included a net benefit of $16.6 million from carrying back the projected 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated $32.0 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than 21% resulting in an additional tax benefit if such losses are used to offset income at the current 21% corporate income tax rate. The estimated $32.0 million benefit was decreased by $15.4 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

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

For the nine months ended September 27, 2020, Adjusted EBITDA loss totaled $224.8 million compared with a $450.1 million Adjusted EBITDA for the nine months ended September 29, 2019. The variance in Adjusted EBITDA was due to decreased net revenues offset somewhat by expense savings attributable to the COVID-19 disruption.

Three months ended September 27, 2020
The results for the fiscal three-month period ended September 27, 2020 are not directly comparable with the results for the fiscal three-month period ended September 29, 2019 due to park closures and operating calendar changes associated with the COVID-19 pandemic (the "COVID-19 disruption"). In response to the COVID-19 pandemic, six of our 13 properties were not open during the third quarter of 2020, with the exception of limited attractions classified as out-of-park revenues, such as hotel properties and special outdoor events. The remaining seven properties opened beginning late in the second quarter of 2020 with abbreviated operating calendars. As a result of the COVID-19 disruption, the fiscal three-month period ended September 27, 2020 included a total of 314 operating days compared with 1,035 operating days for the prior period, or 721 fewer operating days.

The following table presents key financial information for the three months ended September 27, 2020 and September 29, 2019:
  Three months ended Increase (Decrease)
September 27, 2020 September 29, 2019 $ %
  (Amounts in thousands)
Net revenues $ 87,457  $ 714,512  $ (627,055) (87.8) %
Operating costs and expenses 140,601  369,180  (228,579) (61.9) %
Depreciation and amortization 67,436  68,335  (899) (1.3) %
Loss on impairment / retirement of fixed assets, net 727  1,675  (948) N/M
Loss on impairment of goodwill and other intangibles 15,818  —  15,818  N/M
Gain on sale of investment (11) —  (11) N/M
Operating (loss) income $ (137,114) $ 275,322  $ (412,436) N/M
N/M - Not meaningful
Other Data:
Adjusted EBITDA (1)
$ (51,488) $ 355,188  $ (406,676) N/M
Attendance 1,306  13,189  (11,883) (90.1) %
In-park per capita spending $ 47.29  $ 49.94  $ (2.65) (5.3) %
Out-of-park revenues $ 29,051  $ 76,347  $ (47,296) (61.9) %

(1)    For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net (loss) income, see page 22.
For the three months ended September 27, 2020, net revenues decreased 87.8% to $87.5 million from $714.5 million for the three months ended September 29, 2019. The decrease reflected the impact of an 11.9 million-visit decrease in attendance, a $2.65 decrease in in-park per capita spending and a $47.3 million decrease in out-of-park revenues, all of which were heavily impacted by the COVID-19 disruption. The decrease in attendance was attributable to the aforementioned park closures and operating calendar changes, as well as soft demand upon re-opening seven of our parks in mid-June through mid-July. Following re-opening, demand steadily increased throughout the third quarter. The decrease in in-park per capita spending was due to less guest spending on extra-charge products, specifically front-of-line products, and admission attributable to a higher season pass mix. Guest spending on food, merchandise and games increased during the third quarter of 2020. The decrease in out-of-park revenues was primarily attributable to a decline in accommodations revenue due to a decrease in occupancy related to the COVID-19 disruption. Net revenues for the quarter were not materially impacted by foreign currency exchange rates.

Operating costs and expenses for the three months ended September 27, 2020 decreased 61.9% to $140.6 million from $369.2 million for the three months ended September 29, 2019. This was the result of a $46.8 million decrease in cost of goods sold, a $126.8 million decrease in operating expenses and a $54.9 million decrease in SG&A expense. The decrease in cost of goods sold was due to the decline in sales volume from the COVID-19 disruption and soft initial demand at our open parks. The $126.8 million decrease in operating expenses was attributable to $72.1 million of seasonal labor savings, as well as reductions in operating supplies, utilities, entertainment-related fees, maintenance supplies and insurance attributable to closed properties, abbreviated operating calendars and fewer offerings at our parks. In addition, full-time wages decreased due to a decline in anticipated payout of bonus plans. The $54.9 million decrease in SG&A expense was attributable to $26.9 million of advertising expense savings, as well as a reduction in transaction fees due to the decline in online sales volume, a decline in the anticipated
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payout of bonus plans, and prior period acquisition-related costs. Operating costs and expenses were not materially impacted by foreign currency exchange rates.

Depreciation and amortization expense for the three months ended September 27, 2020 was comparable to the three months ended September 29, 2019. Depreciation and amortization expense is being recognized over pre-COVID-19 budgeted operating days for 2020. The loss on impairment / retirement of fixed assets for the three months ended September 27, 2020 was comparable to the three months ended September 29, 2019 and was due to retirements in the normal course of business. The loss on impairment of goodwill and other intangibles for the three months ended September 27, 2020 included 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, triggered by the anticipated impacts of the COVID-19 pandemic during the third quarter of 2020 (see Note 6).

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

Interest expense for the three months ended September 27, 2020 increased $12.4 million due to interest incurred on the 2025 senior notes issued in April 2020, which was somewhat offset by less interest incurred on term debt borrowings. The net effect of our swaps resulted in a benefit to earnings of $1.6 million for the three months ended September 27, 2020 compared with a $3.9 million charge to earnings for the three months ended September 29, 2019. The difference was attributable to the change in fair market value movements in our swap portfolio. During the current period, we also recognized a $9.6 million net benefit to earnings for foreign currency gains and losses compared with a $5.6 million net charge to earnings for the three months ended September 29, 2019. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt recorded at our Canadian entity from the U.S.-dollar to the legal entity's functional currency.

During the three months ended September 27, 2020, a benefit for taxes of $30.4 million was recorded to account for PTP taxes and federal, state, local and foreign income taxes compared with a provision for taxes of $48.8 million for the three months ended September 29, 2019. The increase in benefit for taxes was attributable to an increase in pretax loss from our taxable subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), which was signed into law on March 27, 2020. The CARES Act resulted in various changes to the U.S. tax law, including, among other things, allowing net operating losses arising in tax years 2018 through 2020 to be carried back to the preceding five taxable years and removing the limitation that such losses only offset 80% of taxable income. As a result of this change, 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 $54.8 million. Second, as of September 27, 2020, the annual effective tax rate included a net benefit of $16.6 million from carrying back the projected 2020 losses of the corporate subsidiaries. This tax benefit represents an estimated $32.0 million incremental benefit of tax loss carrybacks for periods when the federal income tax rate was greater than 21% resulting in an additional tax benefit if such losses are used to offset income at the current 21% corporate income tax rate. The estimated $32.0 million benefit was decreased by $15.4 million for a projected valuation allowance on foreign tax credits originally utilized during the carryback period which would be released as a result of the loss carryback but which are not expected to be utilized.

After the items above, net loss for the three months ended September 27, 2020 totaled $136.3 million, or $2.41 per diluted limited partner unit, compared with net income of $190.0 million, or $3.34 per diluted limited partner unit, for the three months ended September 29, 2019.

For the three months ended September 27, 2020, Adjusted EBITDA loss totaled $51.5 million compared with $355.2 million Adjusted EBITDA for the three months ended September 29, 2019. The variance in Adjusted EBITDA was due to decreased net revenues offset somewhat by expense savings attributable to the COVID-19 disruption.

October Update
Attendance has progressed from a range of 20% to 25% of comparable prior year levels upon the initial reopening of seven of our parks in late June and early July to 35% to 40% over the last three months ending November 1, 2020.
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Liquidity and Capital Resources:
The working capital ratio (current assets divided by current liabilities) was 1.1 as of September 27, 2020 and 1.2 as of September 29, 2019.
Operating Activities
During the nine-month period ended September 27, 2020, net cash for operating activities totaled $275.5 million, an increase of $664.6 million compared with net cash from operating activities in the same period a year ago. The increase in net cash for operating activities was largely attributable to lower earnings as a result of the COVID-19 disruption.
Investing Activities
Net cash for investing activities for the first nine months of 2020 was $118.8 million, a decrease of $447.4 million compared with the same period in the prior year, primarily due to the prior period acquisition of the Schlitterbahn parks and Sawmill Creek Resort which totaled $270.2 million and the prior period purchase of the land at California's Great America for $150.3 million. As mentioned above, due to the impact of the COVID-19 pandemic, we took proactive steps to reduce our capital spending, including the suspension of $75-100 million of capital projects planned for the 2020 and 2021 operating seasons. As we prepare our properties for the 2021 operating season, we reactivated certain capital projects and may continue to reactivate other capital projects over the next twelve months resulting in capital spending that could vary from our earlier estimate. We estimate $120-125 million in capital expenditures for 2020, reflecting savings of approximately $60-65 million from our initial budget.
Financing Activities
Net cash from financing activities for the first nine months of 2020 was $439.8 million, an increase of $112.4 million compared with the same period in the prior year. The increase was primarily attributable to the net cash proceeds from the April 2020 refinancing in the current period, including the issuance of the 2025 senior notes and prepayment of a portion of our term debt, compared with the net cash proceeds from the 2029 senior notes issuance in the prior period.

As of September 27, 2020, our outstanding debt, before reduction for debt issuance costs and original issue discount, consisted of the following:

•$264 million of senior secured term debt, maturing in April 2024 under our Second Amended 2017 Credit Agreement. The term debt bears interest at the London InterBank Offering Rate ("LIBOR") plus 175 basis points (bps), under amendments we entered into on March 14, 2018. The pricing terms for the 2018 amendment reflected $0.9 million of Original Issue Discount ("OID"). Following a $463.3 million prepayment during the second quarter of 2020, we do not have any required remaining quarterly payments. Therefore, we had no current maturities as of September 27, 2020.

•$1.0 billion of 5.500% senior secured notes, maturing in May 2025, issued at par. Prior to May 1, 2022, up to 35% of the 2025 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.500% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The 2025 senior notes may be redeemed, in whole or in part, at any time prior to May 1, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The 2025 senior notes pay interest semi-annually in May and November, beginning November 1, 2020.

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

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

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

•No borrowings under the $375 million senior secured revolving credit facility under our Second Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bore
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interest at LIBOR plus 300 bps or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility was scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. The Second Amended 2017 Credit Agreement required the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. After letters of credit, which totaled $15.9 million as of September 27, 2020, we had $359.1 million of available borrowings under the revolving credit facility and cash on hand of $225.5 million.

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

As of September 27, 2020, we have eight interest rate swap agreements that convert $500 million of variable-rate debt to a fixed rate. Four of these agreements fix that variable-rate debt at 4.39% and mature on December 31, 2020. The other four fix the same notional amount of variable-rate debt at 4.63% for the period December 31, 2020 through December 31, 2023. None of our interest rate swap agreements were designated as cash flow hedges in the periods presented. As of September 27, 2020, $4.3 million of the fair value of our swap portfolio was classified as current and recorded in "Other accrued liabilities", and $38.7 million was classified as long-term and recorded in "Derivative Liability" within the unaudited condensed consolidated balance sheet.

The Second Amendment to the 2017 Credit Agreement suspended and revised certain financial covenants including: (i) suspended testing of the Consolidated Leverage Ratio (which was previously set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA) after the first quarter of 2020, (ii) replaced such Consolidated Leverage Ratio testing with a Senior Secured Leverage Ratio of 4.00x Total First Lien Senior Secured Debt-to-Consolidated EBITDA to be tested quarterly starting with the first quarter of 2021, which would have stepped down to 3.75x in the fourth quarter of 2021, with the covenant calculations for the first, second, and third quarters in 2021 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2020 ("Deemed EBITDA Quarters"), (iii) added a requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2021 or the termination of the Additional Restrictions Period (which generally would have included the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2021), (iv) suspended certain restricted payments, including partnership distributions, certain payments in respect of senior unsecured debt, cash mergers and/or acquisition investments and the incurrence of incremental loans and commitments under the Second Amended 2017 Credit Agreement until the termination of the Additional Restrictions Period, and (v) permitted the incurrence of the portion of the 2025 senior notes that were issued and were not applied to repay a portion of the senior secured term loan facility. Under the Second Amendment, we had the ability to terminate the Additional Restrictions Period prior to December 31, 2021 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to Deemed EBITDA Quarters for any fiscal quarter. As of September 27, 2020, we were in compliance with the financial condition covenants under the Second Amended 2017 Credit Agreement.

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

Our fixed rate note agreements also include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 2024 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.00x, we can still make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.00x as of September 27, 2020.

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

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

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

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

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

The 2024, 2027 and 2029 senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt, including the other registered senior notes and the 2028 senior notes. However, the 2024, 2027 and 2029 senior notes are ranked effectively junior to our secured debt under the Third Amended 2017 Credit Agreement and the 2025 senior notes to the extent of the value of the assets securing such debt.

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

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

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

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Summarized Financial Information



(In thousands) 		Cedar Fair L.P. (Parent) Magnum
(Co-Issuer Subsidiary) 		Cedar Canada
(Co-Issuer Subsidiary) 		Millennium
(Co-Issuer 2027 & 2029
Guarantor 2024) 		Guarantor Subsidiaries (1)
Balance as of September 27, 2020
Current Assets $ 669  $ 1,298  $ 53,864  $ 299,844  $ 1,043,961 
Non-Current Assets 99,949  1,111,260  522,508  2,323,598  1,885,896 
Current Liabilities 506,162  589,445  22,530  193,735  44,617 
Non-Current Liabilities 145,786  44,713  463,957  2,098,801  103,590 
Balance as of December 31, 2019
Current Assets $ 182  $ 2,568  $ 104,993  $ 198,816  $ 1,039,345 
Non-Current Assets 641,742  1,381,226  551,471  2,344,117  2,071,112 
Current Liabilities 651,890  454,376  22,974  183,101  63,520 
Non-Current Liabilities —  144,468  463,527  1,583,782  99,504 
Nine Months Ended September 27, 2020
Net revenues $ —  $ 83  $ 423  $ 420,191  $ 128,103 
Operating (loss) income (159,367) (252,040) (30,701) 75,133  (96,190)
Net loss (484,790) (303,058) (64,640) —  (143,670)
Twelve Months Ended December 31, 2019
Net revenues $ 96,986  $ 369,633  $ 149,792  $ 1,092,584  $ 398,922 
Operating income (loss) 93,795  (67,845) 54,294  68,923  160,272 
Net income 172,365  119,541  72,209  —  169,281 

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

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

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks from fluctuations in interest rates, and to a lesser extent on currency exchange rates on our operations in Canada, and from time to time, on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

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

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

As of September 27, 2020, on an adjusted basis after giving effect to the impact of interest rate swap agreements, all of our outstanding long-term debt represented fixed-rate debt except for revolving credit borrowings. Assuming an average balance on our revolving credit borrowings of approximately $14.6 million, a hypothetical 100 bps increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately $2.8 million in annual cash interest costs.

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

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $4.1 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of September 27, 2020, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 27, 2020.


(b)Changes in Internal Control Over Financial Reporting -
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 27, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, many of our employees continued working from home during the fiscal quarter ended September 27, 2020. We are monitoring and assessing the changing business environment resulting from the COVID-19 pandemic and the related effect on our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1A. RISK FACTORS
Except as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

The spread of the novel coronavirus, or COVID-19, intensifies certain risks we face, including those discussed in our Form 10-K, has adversely impacted our business and is expected to continue to adversely impact our business. The ultimate extent to which COVID-19 and measures taken in response will impact our business, including our results of operations and financial condition, cannot be predicted due to the ongoing development and fluidity of the COVID-19 situation and its effects.
On March 13, 2020, we announced the closure of certain parks and the decision to delay the opening of other parks in response to the federal and local recommendations and restrictions to mitigate the spread of COVID-19. Beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Because our parks are our primary sources of net income and operating cash flows, our business and financial results and condition have been, and will continue to be, adversely impacted by these closures, delayed openings and other actions taken to contain or reduce the spread of COVID-19. In addition, we have begun and are likely to continue to experience other negative impacts to our business, results of operations and financial condition as a result of COVID-19. Negative impacts may include changes in consumer behavior and preferences causing significant volatility or reductions in demand for, or interest in, our parks, damage to our brand and reputation, increases in operating expenses as we sanitize our parks and implement additional hygiene-related protocols, limitations on our ability to recruit and train employees in sufficient numbers to fully staff our parks, limitations on our employees' ability to work and travel, and significant changes in the economic or political conditions in areas in which we operate. Despite our efforts to manage these impacts, their ultimate effect may be material, and will depend on factors beyond our knowledge or control, including the duration and severity of any such outbreak and actions taken to contain the pandemic spread and mitigate public health effects.

A prolonged closure of our parks and resort properties could materially impact our results, operations and financial condition, which would negatively impact our ability to remain in compliance with our debt covenants.
Our parks are the primary sources of net income and operating cash flows which we rely upon to remain in compliance with debt covenants under our senior secured credit agreement and under our senior notes and to meet our obligations when due. As noted above, beginning late in the second quarter of 2020, we resumed partial operations at many of our parks on a staggered basis in accordance with local and state guidelines. Subsequently, we announced on August 4, 2020 that certain of our parks will not reopen in 2020, and certain of our parks will operate on reduced schedules and close earlier than their typical schedules. There is uncertainty as to when we will be able to reopen the remaining two closed parks and there is also uncertainty as to whether additional mandated closures will occur. Because we operate in several different jurisdictions, we have been able to reopen some, but not all, of our parks within a certain time frame. Although we believe we have sufficient resources to fund our temporarily idled operations for a period of time that lasts beyond the currently mandated closures, we have no control over and cannot predict the length of the impact on our parks due to the pandemic, including future mandated closures. If we are unable to generate sufficient revenues from our parks due to a prolonged period of closure, or experience significant declines in business volumes upon reopening, this would negatively impact our ability to remain in compliance with our debt covenants and meet our payment obligations.

Our debt agreements contain restrictions that could limit our flexibility in operating our business.
Our credit agreement and the indentures governing our notes contain, and any future indebtedness of ours will likely contain, a number of covenants that could impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries' ability to, among other things:
•pay distributions on or make distributions in respect of our capital stock or units or make other Restricted Payments;
•incur additional debt or issue certain preferred equity;
•make certain investments;
•sell certain assets;
•create restrictions on distributions from restricted subsidiaries;
•create liens on certain assets to secure debt;
•consolidate, merge, amalgamate, sell or otherwise dispose of all or substantially all our assets;
•enter into certain transactions with our affiliates; and
•designate our subsidiaries as unrestricted subsidiaries.

The Third Amended 2017 Credit Agreement includes (i) a Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA starting with the first quarter of 2022, which will step down to 4.00x in the second quarter of 2023 and which will step down further to 3.75x in the third quarter of 2023, with the covenant calculations for the first, second, and third quarters in 2022 to include Consolidated EBITDA from the second, third and fourth quarters of the fiscal year ended December 31, 2019 in lieu of the Consolidated EBITDA for the corresponding quarters in 2021 ("revised Deemed EBITDA
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Quarters"), (ii) a requirement that we maintain a minimum liquidity level of at least $125.0 million, tested at all times, until the earlier of December 31, 2022 or the termination of the revised Additional Restrictions Period (which generally includes the period from the effective date of the Second Amendment until the delivery of the compliance certificate for the fourth quarter of 2022), (iii) a suspension of certain restricted payments, including partnership distributions, under the Third Amended 2017 Credit Agreement until the termination of the revised Additional Restrictions Period. We may terminate the revised Additional Restrictions Period prior to December 31, 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving effect to revised Deemed EBITDA Quarters for any fiscal quarter.

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

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

Issuer Purchases of Equity Securities:
The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended September 27, 2020:
(a) (b) (c) (d)








Period
Total Number of Units Purchased (1)
Average Price Paid per Unit Total Number of Units Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
June 29 - July 28 220  $ 27.49  —  $ — 
July 29 - August 28 —  —  —  — 
August 29 - September 27 —  —  —  — 
Total 220  $ 27.49  —  $ — 

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

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ITEM 6. EXHIBITS
  
  
  
Exhibit (101)    The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 27, 2020 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Partners' (Deficit) Equity, and (v) related notes, tagged as blocks of text and including detailed tags.
Exhibit (104) The cover page from the Partnership's Quarterly Report on Form 10-Q for the quarter ended September 27, 2020 formatted in Inline XBRL (included as Exhibit 101).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CEDAR FAIR, L.P.
(Registrant)
By Cedar Fair Management, Inc.
General Partner
Date: November 4, 2020 /s/ Richard A. Zimmerman
Richard A. Zimmerman
President and Chief Executive Officer
Date: November 4, 2020 /s/ Brian C. Witherow
Brian C. Witherow
Executive Vice President and
Chief Financial Officer
 
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Exhibit 22
SUBSIDIARY GUARANTORS AND ISSUERS OF GUARANTEED SECURITIES
(As of September 27, 2020)

2024 Senior Notes 2027 & 2029 Senior Notes
Entity Co-Issuers Guarantors Co-Issuers Guarantors
Cedar Fair, L.P. X X
Magnum Management Corporation X X
Canada's Wonderland Company X X
Millennium Operations LLC X X
California's Great America LLC X X
Carowinds LLC X X
Cedar Fair East Asia Inc. X X
Cedar Fair Southwest Inc. X X
Cedar Point Park LLC X X
Cedar Point Sports Park LLC X X
Dorney Park LLC X X
Galveston Waterpark LLC X X
Geauga Lake LLC X X
Kansas City Waterpark LLC X X
Kings Dominion LLC X X
Kings Island Company X X
Kings Island Park LLC  X X
Knott's Berry Farm LLC X X
Michigan's Adventure Park LLC X X
Michigan's Adventure, Inc. X X
New Braunfels Waterpark LLC X X
Sawmill Creek LLC X X
Valleyfair LLC X X
Wonderland Company Inc. X X
Worlds of Fun LLC  X X




Exhibit 31.1
CERTIFICATION
I, Richard A. Zimmerman, certify that:

1)I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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


Exhibit 31.2
CERTIFICATION
I, Brian C. Witherow, certify that:

1)I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

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


Exhibit 32
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cedar Fair, L.P. (the “Partnership”) on Form 10-Q for the period ending September 27, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Partnership certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.
 
November 4, 2020
 
/s/ Richard A. Zimmerman
Richard A. Zimmerman
President and Chief Executive Officer
/s/ Brian C. Witherow
Brian C. Witherow
Executive Vice President and
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.