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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 25, 2022
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. x Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | | 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 x No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| | | | | | | | |
| Title of Class | | Units Outstanding as of October 28, 2022 |
| Depositary Units (Representing Limited Partner Interests) | | 54,382,518 |
Page 1 of 31 pages
CEDAR FAIR, L.P.
FORM 10-Q CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| | | | | | | | | | | | | | | | | | | | |
| | | September 25, 2022 | | December 31, 2021 | | September 26, 2021 |
| ASSETS | | | | | | |
| Current Assets: | | | | | | |
| Cash and cash equivalents | | $ | 288,380 | | | $ | 61,119 | | | $ | 562,661 | |
| Receivables | | 77,851 | | | 62,109 | | | 61,749 | |
| Inventories | | 49,669 | | | 32,113 | | | 36,861 | |
| | | | | | |
| Current income tax receivable | | — | | | 84,051 | | | 63,178 | |
| | | | | | |
| Other current assets | | 23,048 | | | 24,249 | | | 23,922 | |
| | 438,948 | | | 263,641 | | | 748,371 | |
| Property and Equipment: | | | | | | |
| Land | | 287,839 | | | 443,190 | | | 443,001 | |
| Land improvements | | 488,533 | | | 486,014 | | | 485,435 | |
| Buildings | | 933,053 | | | 855,297 | | | 857,610 | |
| Rides and equipment | | 2,022,168 | | | 1,986,235 | | | 1,994,977 | |
| Construction in progress | | 45,938 | | | 57,666 | | | 44,415 | |
| | 3,777,531 | | | 3,828,402 | | | 3,825,438 | |
| Less accumulated depreciation | | (2,215,840) | | | (2,117,659) | | | (2,095,666) | |
| | 1,561,691 | | | 1,710,743 | | | 1,729,772 | |
| Goodwill | | 263,094 | | | 267,232 | | | 267,216 | |
| Other Intangibles, net | | 48,979 | | | 49,994 | | | 50,127 | |
| Right-of-Use Asset | | 96,809 | | | 16,294 | | | 14,061 | |
| Other Assets | | 4,935 | | | 5,116 | | | 4,940 | |
| | $ | 2,414,456 | | | $ | 2,313,020 | | | $ | 2,814,487 | |
| LIABILITIES AND PARTNERS’ EQUITY | | | | | | |
| Current Liabilities: | | | | | | |
| | | | | | |
| Accounts payable | | $ | 63,272 | | | $ | 53,912 | | | $ | 49,085 | |
| Deferred revenue | | 170,905 | | | 187,599 | | | 186,526 | |
| Accrued interest | | 49,316 | | | 32,011 | | | 58,919 | |
| Accrued taxes | | 58,710 | | | 9,075 | | | 14,706 | |
| Accrued salaries, wages and benefits | | 56,682 | | | 53,833 | | | 63,641 | |
| Self-insurance reserves | | 27,121 | | | 24,573 | | | 24,286 | |
| Other accrued liabilities | | 35,426 | | | 20,511 | | | 19,440 | |
| | 461,432 | | | 381,514 | | | 416,603 | |
| Deferred Tax Liability | | 55,540 | | | 66,483 | | | 47,538 | |
| Derivative Liability | | — | | | 20,086 | | | 28,504 | |
| Lease Liability | | 84,749 | | | 13,345 | | | 11,146 | |
| | | | | | |
| Other Liabilities | | 18,032 | | | 11,144 | | | 29,298 | |
| Long-Term Debt: | | | | | | |
| | | | | | |
| Term debt | | — | | | 258,391 | | | 257,559 | |
| Notes | | 2,265,490 | | | 2,260,545 | | | 2,706,484 | |
| | 2,265,490 | | | 2,518,936 | | | 2,964,043 | |
| Partners’ Deficit | | | | | | |
| Special L.P. interests | | 5,290 | | | 5,290 | | | 5,290 | |
| General partner | | (4) | | | (7) | | | (7) | |
Limited partners, 55,571, 56,854 and 56,842 units outstanding as of September 25, 2022, December 31, 2021 and September 26, 2021, respectively | | (492,526) | | | (712,714) | | | (689,662) | |
| Accumulated other comprehensive income | | 16,453 | | | 8,943 | | | 1,734 | |
| | (470,787) | | | (698,488) | | | (682,645) | |
| | $ | 2,414,456 | | | $ | 2,313,020 | | | $ | 2,814,487 | |
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended |
| | September 25, 2022 | | September 26, 2021 | | September 25, 2022 | | September 26, 2021 |
| Net revenues: | | | | | | | |
| Admissions | $ | 425,616 | | | $ | 381,777 | | | $ | 728,546 | | | $ | 480,849 | |
| Food, merchandise and games | 272,940 | | | 235,619 | | | 486,808 | | | 326,810 | |
| Accommodations, extra-charge products and other | 144,507 | | | 136,008 | | | 236,035 | | | 179,624 | |
| 843,063 | | | 753,404 | | | 1,451,389 | | | 987,283 | |
| Costs and expenses: | | | | | | | |
| Cost of food, merchandise, and games revenues | 73,072 | | | 59,502 | | | 133,058 | | | 85,438 | |
| Operating expenses | 323,441 | | | 273,426 | | | 675,712 | | | 495,525 | |
| Selling, general and administrative | 88,160 | | | 90,863 | | | 194,547 | | | 168,279 | |
| Depreciation and amortization | 67,805 | | | 77,461 | | | 126,441 | | | 112,906 | |
| Loss on impairment / retirement of fixed assets, net | 3,632 | | | 2,397 | | | 6,379 | | | 5,873 | |
| | | | | | | |
| Gain on sale of assets | (155,251) | | | — | | | (155,251) | | | (2) | |
| 400,859 | | | 503,649 | | | 980,886 | | | 868,019 | |
| Operating income | 442,204 | | | 249,755 | | | 470,503 | | | 119,264 | |
| Interest expense | 37,049 | | | 46,270 | | | 115,386 | | | 136,371 | |
| Net effect of swaps | (3,700) | | | (3,186) | | | (25,641) | | | (10,582) | |
| Loss on early debt extinguishment | 1,810 | | | — | | | 1,810 | | | 4 | |
| Loss (gain) on foreign currency | 14,376 | | | 15,163 | | | 24,236 | | | (1,741) | |
| Other income | (1,532) | | | (243) | | | (1,975) | | | (348) | |
| Income (loss) before taxes | 394,201 | | | 191,751 | | | 356,687 | | | (4,440) | |
| Provision for taxes | 61,151 | | | 43,764 | | | 61,374 | | | 16,859 | |
| Net income (loss) | 333,050 | | | 147,987 | | | 295,313 | | | (21,299) | |
| Net income (loss) allocated to general partner | 3 | | | 2 | | | 3 | | | — | |
| Net income (loss) allocated to limited partners | $ | 333,047 | | | $ | 147,985 | | | $ | 295,310 | | | $ | (21,299) | |
| | | | | | | |
| Net income (loss) | $ | 333,050 | | | $ | 147,987 | | | $ | 295,313 | | | $ | (21,299) | |
| Other comprehensive income (loss), (net of tax): | | | | | | | |
| Foreign currency translation adjustment | 1,838 | | | 7,912 | | | 7,510 | | | (865) | |
| | | | | | | |
| Other comprehensive income (loss), (net of tax) | 1,838 | | | 7,912 | | | 7,510 | | | (865) | |
| Total comprehensive income (loss) | $ | 334,888 | | | $ | 155,899 | | | $ | 302,823 | | | $ | (22,164) | |
| Basic income (loss) per limited partner unit: | | | | | | | |
| Weighted average limited partner units outstanding | 56,384 | | | 56,628 | | | 56,606 | | | 56,601 | |
| Net income (loss) per limited partner unit | $ | 5.91 | | | $ | 2.61 | | | $ | 5.22 | | | $ | (0.38) | |
| Diluted income (loss) per limited partner unit: | | | | | | | |
| Weighted average limited partner units outstanding | 56,796 | | | 57,009 | | | 57,055 | | | 56,601 | |
| Net income (loss) per limited partner unit | $ | 5.86 | | | $ | 2.60 | | | $ | 5.18 | | | $ | (0.38) | |
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ DEFICIT
(In thousands, except per unit amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For the three months ended | Limited Partnership Units Outstanding | | Limited Partners’ Deficit | | General Partner’s Deficit | | Special L.P. Interests | | Accumulated Other Comprehensive Income (Loss) | | Total Partners’
Deficit |
| Balance as of June 27, 2021 | 56,829 | | | $ | (840,663) | | | $ | (9) | | | $ | 5,290 | | | $ | (6,178) | | | $ | (841,560) | |
| Net income | — | | | 147,985 | | | 2 | | | — | | | — | | | 147,987 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Limited partnership units related to equity-based compensation | 13 | | | 3,096 | | | — | | | — | | | — | | | 3,096 | |
| Tax effect of units involved in treasury unit transactions | — | | | (80) | | | — | | | — | | | — | | | (80) | |
Foreign currency translation adjustment, net of tax $1,083 | — | | | — | | | — | | | — | | | 7,912 | | | 7,912 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Balance as of September 26, 2021 | 56,842 | | | $ | (689,662) | | | $ | (7) | | | $ | 5,290 | | | $ | 1,734 | | | $ | (682,645) | |
| | | | | | | | | | | |
| Balance as of June 26, 2022 | 57,040 | | | $ | (745,680) | | | $ | (7) | | | $ | 5,290 | | | $ | 14,615 | | | $ | (725,782) | |
| Net income | — | | | 333,047 | | | 3 | | | — | | | — | | | 333,050 | |
| Repurchase of limited partnership units | (1,523) | | | (65,958) | | | — | | | — | | | — | | | (65,958) | |
Partnership distribution declared ($0.300 per unit) | — | | | (17,130) | | | — | | | — | | | — | | | (17,130) | |
| Limited partnership units related to equity-based compensation | 54 | | | 3,196 | | | — | | | — | | | — | | | 3,196 | |
| Tax effect of units involved in treasury unit transactions | — | | | (1) | | | — | | | — | | | — | | | (1) | |
Foreign currency translation adjustment, net of tax $1,609 | — | | | — | | | — | | | — | | | 1,838 | | | 1,838 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Balance as of September 25, 2022 | 55,571 | | | $ | (492,526) | | | $ | (4) | | | $ | 5,290 | | | $ | 16,453 | | | $ | (470,787) | |
| | | | | | | | | | | |
| For the nine months ended | Limited Partnership Units Outstanding | | Limited Partners’ Deficit | | General Partner’s Deficit | | Special L.P. Interests | | Accumulated Other Comprehensive Income (Loss) | | Total Partners’
Deficit |
| Balance as of December 31, 2020 | 56,706 | | | $ | (674,319) | | | $ | (7) | | | $ | 5,290 | | | $ | 2,599 | | | $ | (666,437) | |
| Net loss | — | | | (21,299) | | | — | | | — | | | — | | | (21,299) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Limited partnership units related to equity-based compensation | 136 | | | 7,597 | | | — | | | — | | | — | | | 7,597 | |
| Tax effect of units involved in treasury unit transactions | — | | | (1,641) | | | — | | | — | | | — | | | (1,641) | |
Foreign currency translation adjustment, net of tax $(145) | — | | | — | | | — | | | — | | | (865) | | | (865) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Balance as of September 26, 2021 | 56,842 | | | $ | (689,662) | | | $ | (7) | | | $ | 5,290 | | | $ | 1,734 | | | $ | (682,645) | |
| | | | | | | | | | | |
| Balance as of December 31, 2021 | 56,854 | | | $ | (712,714) | | | $ | (7) | | | $ | 5,290 | | | $ | 8,943 | | | $ | (698,488) | |
| Net income | — | | | 295,310 | | | 3 | | | — | | | — | | | 295,313 | |
| Repurchase of limited partnership units | (1,523) | | | (65,958) | | | — | | | — | | | — | | | (65,958) | |
Partnership distribution declared ($0.300 per unit) | — | | | (17,130) | | | — | | | — | | | — | | | (17,130) | |
| Limited partnership units related to equity-based compensation | 240 | | | 9,956 | | | — | | | — | | | — | | | 9,956 | |
| Tax effect of units involved in treasury unit transactions | — | | | (1,990) | | | — | | | — | | | — | | | (1,990) | |
Foreign currency translation adjustment, net of tax $2,166 | — | | | — | | | — | | | — | | | 7,510 | | | 7,510 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Balance as of September 25, 2022 | 55,571 | | | $ | (492,526) | | | $ | (4) | | | $ | 5,290 | | | $ | 16,453 | | | $ | (470,787) | |
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| | | | | | | | | | | |
| | Nine months ended |
| | September 25, 2022 | | September 26, 2021 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| Net income (loss) | $ | 295,313 | | | $ | (21,299) | |
| Adjustments to reconcile net income (loss) to net cash from operating activities: | | | |
| Depreciation and amortization | 126,441 | | | 112,906 | |
| Loss on early debt extinguishment | 1,810 | | | 4 | |
| | | |
| Non-cash foreign currency gain on debt | — | | | (1,930) | |
| Non-cash equity based compensation expense | 15,087 | | | 11,910 | |
| Non-cash deferred income tax (benefit) expense | (7,984) | | | 7,779 | |
| Net effect of swaps | (25,641) | | | (10,582) | |
| Non-cash gain on sale of land | (159,405) | | | — | |
| Other non-cash expenses | 37,528 | | | 13,873 | |
| Changes in assets and liabilities: | | | |
| (Increase) decrease in receivables | (16,137) | | | (27,292) | |
| (Increase) decrease in inventories | (17,766) | | | 10,634 | |
| (Increase) decrease in tax receivable/accrual | 133,503 | | | 9,908 | |
| (Increase) decrease in other assets | 7,684 | | | 2,374 | |
| Increase (decrease) in accounts payable | 2,616 | | | 31,313 | |
| Increase (decrease) in deferred revenue | (8,442) | | | 16,631 | |
| Increase (decrease) in accrued interest | 17,305 | | | 25,181 | |
| Increase (decrease) in accrued salaries, wages and benefits | 3,084 | | | 38,659 | |
| Increase (decrease) in other liabilities | 7,437 | | | 10,059 | |
| Net cash from operating activities | 412,433 | | | 230,128 | |
| CASH FLOWS FROM (FOR) INVESTING ACTIVITIES | | | |
| Capital expenditures | (138,046) | | | (39,548) | |
| | | |
| Proceeds from sale of land | 310,000 | | | — | |
| Proceeds from sale of investment | — | | | 1,405 | |
| | | |
| Net cash from (for) investing activities | 171,954 | | | (38,143) | |
| CASH FLOWS FOR FINANCING ACTIVITIES | | | |
| | | |
| | | |
| | | |
| Term debt payments | (264,250) | | | — | |
| | | |
| Repurchase of limited partnership units | (63,933) | | | — | |
| Distributions paid to partners | (17,130) | | | — | |
| Payment of debt issuance costs | — | | | (132) | |
| Payments related to tax withholding for equity compensation | (5,131) | | | (4,583) | |
| Other | (1,990) | | | (1,371) | |
| Net cash for financing activities | (352,434) | | | (6,086) | |
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | (4,692) | | | 26 | |
| CASH AND CASH EQUIVALENTS | | | |
| Net increase for the period | 227,261 | | | 185,925 | |
| Balance, beginning of period | 61,119 | | | 376,736 | |
| Balance, end of period | $ | 288,380 | | | $ | 562,661 | |
| SUPPLEMENTAL INFORMATION | | | |
| Net cash payments for interest expense | $ | 85,967 | | | $ | 102,682 | |
| Interest capitalized | 2,132 | | | 1,457 | |
| Net cash (refunds) payments for income taxes | (55,117) | | | 5,578 | |
| Capital expenditures in accounts payable | 12,016 | | | 6,560 | |
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
CEDAR FAIR, L.P.
INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the "Partnership," "we," "us," or "our") without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of our amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.
(1) Description of the Business and Significant Accounting Policies:
Impact of COVID-19 Pandemic
The novel coronavirus (COVID-19) pandemic had a material impact on our business in 2020, had a continuing negative impact in 2021 and may have a longer-term negative effect. On March 14, 2020, we closed our properties in response to the spread of COVID-19 and local government mandates. We ultimately resumed only partial operations at 10 of our 13 properties in 2020. Due to soft demand trends upon reopening in 2020, park operating calendars were adjusted, including reduced operating days per week and operating hours within each operating day and earlier closure of certain parks than a typical operating year. Following March 14, 2020, Knott's Berry Farm's partial operations in 2020 were limited to culinary festivals.
In May 2021, we opened all of our U.S. properties for the 2021 operating season on a staggered basis with capacity restrictions, guest reservations, and other operating protocols in place. Our 2021 operating calendars were designed to align with anticipated capacity restrictions, guest demand and labor availability, including fewer operating days in July and August at some of our smaller properties and additional operating days in September and the fourth quarter at most of our properties. As vaccination distribution efforts continued during the second quarter of 2021 and we were able to hire additional labor, we removed most capacity restrictions, guest reservation requirements and other protocols at our U.S. properties beginning in July 2021. We were also able to open our Canadian property, Canada's Wonderland, in July 2021. Canada's Wonderland operated with capacity restrictions, guest reservations, and other operating protocols in place throughout 2021.
All of our properties opened for the 2022 operating season without restrictions as planned. We currently anticipate maintaining full park operating calendars for the remainder of the 2022 operating season. However, we have and may continue to adjust future park operating calendars as we respond to changes in guest demand, labor availability and any federal, provincial, state and local restrictions.
Our future operations are dependent on factors outside of our knowledge or control, including the duration and severity of the COVID-19 pandemic and actions taken to contain its spread and mitigate its public health effects. Furthermore, management has made significant estimates and assumptions to estimate the impact of the COVID-19 pandemic on our business, including financial results in the near and long-term. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.
Significant Accounting 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, 2021, which were included in the Form 10-K filed on February 18, 2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). These financial statements should be read in conjunction with the financial statements and the notes included in the Form 10-K referred to above.
New Accounting Pronouncements
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is effective as of March 12, 2020 through December 31, 2022. In January 2021, the FASB amended ASU 2020-04 by issuing Accounting Standards Update No. 2021-01, Reference Rate Reform Scope ("ASU 2021-01"). ASU 2021-01 clarifies the scope of optional expedients and exceptions to derivatives that are affected by the discounting transition. We do not expect the standard to have a material effect on the unaudited condensed consolidated financial statements and related disclosures.
(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, which is typically open daily on a year-round basis. Our seasonal parks are generally open during weekends beginning in March, April or May, and then daily from Memorial Day until Labor Day. After Labor Day, our seasonal parks are open during select weekends in September and, in most cases, in the fourth quarter for Halloween and winter events. As a result, a substantial portion of our revenues from these seasonal parks typically are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. COVID-19 impacted our parks' operating calendars in 2021 as described within Note 1.
To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, we have adopted the following accounting procedures: (a) revenues from multi-use products are recognized over the estimated number of uses expected for each type of product; and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year. For those operating costs that are expensed over each park's operating season, we recognize expense over each park's planned operating days.
(3) Revenue Recognition:
As disclosed within the unaudited condensed consolidated statements of operations and comprehensive income (loss), revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online transaction fees charged to customers are included in "Accommodations, extra-charge products and other".
The following table presents net revenues disaggregated by revenues generated within the parks and revenues generated from out-of-park operations less amounts remitted to outside parties under concessionaire arrangements for the periods presented. The nine month results are not comparable due to the effects of the COVID-19 pandemic.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended | | Nine months ended |
| (In thousands) | | September 25, 2022 | | September 26, 2021 | | September 25, 2022 | | September 26, 2021 |
| In-park revenues | | $ | 770,428 | | | $ | 692,013 | | | $ | 1,322,950 | | | $ | 882,679 | |
| Out-of-park revenues | | 97,302 | | | 83,074 | | | 173,416 | | | 134,054 | |
| Concessionaire remittance | | (24,667) | | | (21,683) | | | (44,977) | | | (29,450) | |
| Net revenues | | $ | 843,063 | | | $ | 753,404 | | | $ | 1,451,389 | | | $ | 987,283 | |
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.
Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest at the beginning of the calendar year following the close of our parks' operating seasons. Season-long products represent most of the deferred revenue balance in any given period.
Due to the effects of the COVID-19 pandemic, we extended the validity of our 2020 season-long products through the 2021 operating season in order to ensure our season pass holders received a full season of access to our parks. The extended validity of the 2020 season-long products resulted in a significant amount of revenue deferred from 2020 into 2021. All 2020 and 2021 season-long product revenue had been recognized as of December 31, 2021 except for season-long product extensions into 2022 at two parks. Knott's Berry Farm offered a further day-for-day extension into calendar year 2022 for 2020 and 2021 season-long products for every day the park was closed in 2021. The extension for the 2020 and 2021 season-long products at Knott's Berry Farm concluded and all related revenue had been recognized by the end of the second quarter of 2022. Canada's Wonderland extended its 2020 and 2021 season-long products through September 5, 2022. All Canada's Wonderland 2020 and 2021 season-long product revenue had been recognized by the end of the third quarter of 2022. In order to calculate revenue
recognized on these extended season-long products, management made significant estimates regarding the estimated number of uses expected for these season-long products for admission, dining, beverage and other products, including during interim periods.
Of the $187.6 million of current deferred revenue recorded as of January 1, 2022, 91% was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, prepaid games cards, advanced resort reservations, marina deposits and other deferred revenue. Approximately $156 million of the current deferred revenue balance as of January 1, 2022 was recognized during the nine months ended September 25, 2022.
Most deferred revenue is classified as current within the balance sheet. However, a portion of deferred revenue 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 "Other Liabilities" in the unaudited condensed consolidated balance sheets. As of September 25, 2022 and September 26, 2021, $8.5 million and $13.9 million of the total non-current deferred revenue balance, respectively, represented redemptions expected to occur and be recognized outside of the twelve months following the end of each period. As of September 25, 2022 and September 26, 2021, we had recorded $16.8 million and $24.0 million of total non-current deferred revenue, respectively, which largely represented the non-current portion of season-long products purchased for the subsequent operating season and prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2027 following the sale of the land under California's Great America; see Note 4. Prior to the sale, the prepaid lease payments were being recognized through 2039.
Payment is due immediately on the transaction date for most products. Our receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from three monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are highest in the peak summer months and lowest in the winter months. We are not exposed to a significant concentration of customer credit risk. As of September 25, 2022, December 31, 2021 and September 26, 2021, we recorded a $19.7 million, $5.7 million and $14.4 million allowance for doubtful accounts, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products.
(4) Long-Lived Assets:
Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the unaudited condensed consolidated financial statements.
On June 27, 2022, the Partnership sold the land at California's Great America for a cash purchase price of $310 million, subject to customary prorations, which resulted in a $155.3 million gain recorded, net of transaction costs, within "Gain on sale of assets" in the unaudited condensed consolidated statement of operations and comprehensive income during the third quarter of 2022. Concurrently with the sale, we entered into a lease contract that allows us to operate the park during a six-year term, see below. As a result, we changed the estimated useful lives of the remaining property and equipment at California's Great America to an approximate 5.5-year period, or through December 31, 2027. We expect this to result in an approximate $8 million increase in annual depreciation expense over the 5.5-year period. We may dispose of the remaining property and equipment at California's Great America significantly before the end of their previously estimated useful lives if the assets are not sold to a third party or transferred for an alternate use. As a result, we also tested the long-lived assets at California's Great America for impairment during the second quarter of 2022, which resulted in no impairment. The fair value of the long-lived assets was determined using a replacement cost approach. We concluded no other indicators of impairment existed during the first nine months of 2022 and 2021, respectively. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.
Under the lease contract entered into in connection with selling the land at California's Great America, we can continue to operate the park during a six-year term and have an option to extend the term for an additional five years. The lease is subject to early termination by the buyer with at least two years' prior notice. The annual base rent under the lease initially is $12.2 million and will increase by 2.5% each year. Upon termination of the lease, we will close existing park operations and remove the rides
and attractions from the land. During the third quarter of 2022, we recognized an $82.8 million right-of-use asset and lease liability for the lease, which included $12.8 million of estimated costs to dismantle and remove rides and attractions upon termination of the lease. The discount rate used to determine the present value of the future lease payments was our incremental borrowing rate.
(5) Goodwill and Other Intangible Assets:
Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. During the second quarter of 2022, we concluded the useful life of the trade name, California's Great America, was no longer indefinite due to the anticipated sale of the land and the eventual disposal of the remaining assets; see Note 4. As a result, we tested the California's Great America trade name totaling $0.7 million for impairment during the second quarter of 2022 resulting in no impairment charges. The fair value of the trade name was calculated using a relief-from-royalty model. We are amortizing the trade name over an approximate 5.5-year period, or through December 31, 2027.
We concluded no other indicators of impairment existed during the first nine months of 2022 and 2021, respectively. We based our conclusions on our financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.
Changes in the carrying value of goodwill for the nine months ended September 25, 2022 and September 26, 2021 were:
| | | | | | | | |
| (In thousands) | | Goodwill |
| Balance as of December 31, 2021 | | $ | 267,232 | |
| | |
| Foreign currency translation | | (4,138) | |
| Balance as of September 25, 2022 | | $ | 263,094 | |
| | |
| Balance as of December 31, 2020 | | $ | 266,961 | |
| | |
| Foreign currency translation | | 255 | |
| Balance as of September 26, 2021 | | $ | 267,216 | |
As of September 25, 2022, December 31, 2021, and September 26, 2021, other intangible assets consisted of the following:
| | | | | | | | | | | | | | | | | |
| (In thousands) | Gross
Carrying
Amount | | Accumulated
Amortization | | Net
Carrying
Value |
| September 25, 2022 | | | | | |
| Other intangible assets: | | | | | |
| Trade names | $ | 48,594 | | | $ | (38) | | | $ | 48,556 | |
| License / franchise agreements | 4,293 | | | (3,870) | | | 423 | |
| Total other intangible assets | $ | 52,887 | | | $ | (3,908) | | | $ | 48,979 | |
| | | | | |
| December 31, 2021 | | | | | |
| Other intangible assets: | | | | | |
| Trade names | $ | 49,515 | | | $ | — | | | $ | 49,515 | |
| License / franchise agreements | 4,262 | | | (3,783) | | | 479 | |
| Total other intangible assets | $ | 53,777 | | | $ | (3,783) | | | $ | 49,994 | |
| | | | | |
| September 26, 2021 | | | | | |
| Other intangible assets: | | | | | |
| Trade names | $ | 49,511 | | | $ | — | | | $ | 49,511 | |
| License / franchise agreements | 4,262 | | | (3,646) | | | 616 | |
| Total other intangible assets | $ | 53,773 | | | $ | (3,646) | | | $ | 50,127 | |
(6) Long-Term Debt:
Long-term debt as of September 25, 2022, December 31, 2021, and September 26, 2021 consisted of the following:
| | | | | | | | | | | | | | | | | |
| (In thousands) | September 25, 2022 | | December 31, 2021 | | September 26, 2021 |
| | | | | |
| | | | | |
U.S. term loan averaging 2.56% YTD 2022, 1.85% in 2021; 1.86% YTD 2021 (1) | $ | — | | | $ | 264,250 | | | $ | 264,250 | |
| Notes | | | | | |
2024 U.S. fixed rate senior unsecured notes at 5.375% | — | | | — | | | 450,000 | |
2025 U.S. fixed rate senior secured notes at 5.500% | 1,000,000 | | | 1,000,000 | | | 1,000,000 | |
2027 U.S. fixed rate senior unsecured notes at 5.375% | 500,000 | | | 500,000 | | | 500,000 | |
2028 U.S. fixed rate senior unsecured notes at 6.500% | 300,000 | | | 300,000 | | | 300,000 | |
2029 U.S. fixed rate senior unsecured notes at 5.250% | 500,000 | | | 500,000 | | | 500,000 | |
| 2,300,000 | | | 2,564,250 | | | 3,014,250 | |
| Less current portion | — | | | — | | | — | |
| 2,300,000 | | | 2,564,250 | | | 3,014,250 | |
| Less debt issuance costs and original issue discount | (34,510) | | | (45,314) | | | (50,207) | |
| $ | 2,265,490 | | | $ | 2,518,936 | | | $ | 2,964,043 | |
(1) The average interest rates do not reflect the effect of interest rate swap agreements (see Note 7). The 2022 year-to-date interest rate reflects borrowings prior to full repayment of the term loan facility during the third quarter of 2022.
Term Debt and Revolving Credit Facilities
In April 2017, we amended and restated our credit agreement (the "2017 Credit Agreement") which includes our senior secured revolving credit facility and which included a senior secured term loan facility. We made the remaining $264.3 million of principal payments on the senior secured term loan facility during 2022, and the term loan facility was repaid in full with final payments that we made during the third quarter of 2022. As a result, we recognized a $1.8 million loss on early debt extinguishment during the third quarter of 2022, inclusive of the write-off of debt issuance costs and original issue discount. Prior to repayment, the term loan facility was scheduled to mature on April 15, 2024 and bore interest at London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps).
As of September 25, 2022, our total senior secured revolving credit facility capacity under the 2017 Credit Agreement, as amended, was $300 million with a Canadian sub-limit of $15 million. The senior secured revolving credit facility bears interest at LIBOR plus 350 bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps, requires the payment of a 62.5 bps commitment fee per annum on the unused portion of the revolving credit facility, in each case without any step-downs, is collateralized by substantially all of the assets of the Partnership and matures in December 2023. In April 2022, $75 million of the senior secured revolving credit facility capacity under the 2017 Credit Agreement matured, and the outstanding borrowings were repaid. While such $75 million of senior secured revolving credit facility capacity was available, borrowings under this portion of the revolver capacity bore interest at LIBOR plus 300 bps or CDOR plus 200 bps, and the unused portion of this revolving credit facility capacity required the payment of a 37.5 bps commitment fee per annum. The maximum outstanding revolving credit facility balance during the first nine months of 2022 was $185.0 million, and there were no amounts outstanding under the revolving credit facility as of September 25, 2022. The 2017 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit. After letters of credit of $19.9 million, we had $280.1 million of availability under our revolving credit facility as of September 25, 2022.
Notes
In April 2020, as a result of the anticipated effects of the COVID-19 pandemic, we issued $1.0 billion of 5.500% senior secured notes due 2025 ("2025 senior notes") in a private placement. The 2025 senior notes and the related guarantees are secured by first-priority liens on the issuers' and the guarantors' assets that secure all the obligations under our credit facilities. The net proceeds from the offering of the 2025 senior notes were used to repay $463.3 million of our then-outstanding senior secured term loan facility. The remaining amount was for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2025 senior notes pay interest semi-annually in May and November, with the principal due in full on May 1, 2025. The 2025 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.
In June 2014, we issued $450 million of 5.375% senior unsecured notes due 2024 ("2024 senior notes"). The 2024 senior notes paid interest semi-annually in June and December, with the principal due in full on June 1, 2024. On December 17, 2021, we redeemed all of the 2024 senior notes at a redemption price equal to 100.896% of the principal amount plus accrued and unpaid interest. As a result, we recognized a $5.9 million loss on early debt extinguishment during the fourth quarter of 2021, inclusive of debt premium payments of $4.1 million and the write-off of debt issuance costs of $1.8 million.
In April 2017, we issued $500 million of 5.375% senior unsecured notes due 2027 ("2027 senior notes"). The 2027 senior notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.
In June 2019, we issued $500 million of 5.250% senior unsecured notes due 2029 ("2029 senior notes"). The 2029 senior notes pay interest semi-annually in January and July, with the principal due in full on July 15, 2029. The 2029 senior notes may be redeemed, in whole or in part, at any time prior to July 15, 2024 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.
In October 2020, in response to the continuing effects of the COVID-19 pandemic, we issued $300 million of 6.500% senior unsecured notes due 2028 ("2028 senior notes"). The net proceeds from the offering of the 2028 senior notes were for general corporate and working capital purposes, including fees and expenses related to the transaction. The 2028 senior notes pay interest semi-annually in April and October with the principal due in full on October 1, 2028. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 106.500% of the principal amount thereof, together with accrued and unpaid interest, if any. The 2028 senior notes may be redeemed, in whole or in part, at any time prior to October 1, 2023 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.
As market conditions warrant, we may from time to time repurchase our outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.
Covenants
The 2017 Credit Agreement, as amended, includes a Senior Secured Leverage Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA, 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. The 2017 Credit Agreement, as amended, included an Additional Restrictions Period to provide further covenant relief during the COVID-19 pandemic. We terminated the Additional Restrictions Period during the first quarter of 2022 by achieving compliance with the Senior Secured Leverage Ratio covenant as of the end of the fourth quarter of 2021. We were in compliance with the applicable financial covenants under our credit agreement during the nine months ended September 25, 2022.
Our fixed rate note agreements include Restricted Payment provisions, which could limit our ability to pay partnership distributions. Pursuant to the terms of the indenture governing the 2027 senior notes, which includes the most restrictive of these Restricted Payments provisions under our fixed rate note agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is greater than 5.25x, we can still make Restricted Payments of $100 million annually so long as no default or event of default has occurred and is continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.25x, we can make Restricted Payments up to our Restricted Payment pool. Our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was less than 5.25x as of September 25, 2022.
(7) Derivative Financial Instruments:
Derivative financial instruments are used within our overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge exposure to LIBOR rate changes, we are exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that we believe poses minimal credit risk. We do not use derivative financial instruments for trading purposes.
As of December 31, 2021 and September 26, 2021, we had four interest rate swap agreements with a notional value of $500 million that converted one-month variable rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This resulted in a 4.63% fixed interest rate for borrowings under our then-outstanding senior secured term loan facility after the impact of interest rate swap agreements. None of the interest rate swap agreements were designated as hedging instruments. We terminated our interest rate swap agreements during the third quarter of 2022 following the full repayment of our senior secured term loan facility, resulting in a $5.3 million cash receipt, net of fees. The fair 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 25, 2022 | | December 31, 2021 | | September 26, 2021 |
| Derivatives not designated as hedging instruments: | | | | | | |
| | | | | | | |
| Interest Rate Swaps | Derivative Liability | | $ | — | | | $ | (20,086) | | | $ | (28,504) | |
| | | | | | | |
Instruments that do not qualify for hedge accounting are adjusted to fair value each reporting period through "Net effect of swaps" within the unaudited condensed consolidated statements of operations and comprehensive income (loss).
(8) Fair Value Measurements:
The table below presents the balances of assets and liabilities measured at fair value as of September 25, 2022, December 31, 2021, and September 26, 2021 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 25, 2022 | | December 31, 2021 | | September 26, 2021 |
| 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 | | $ | 279 | | $ | 279 | | | $ | 478 | | $ | 478 | | | $ | 561 | | $ | 561 | |
| Interest rate swaps | Derivative Liability | Level 2 | | — | | — | | | $ | (20,086) | | $ | (20,086) | | | $ | (28,504) | | $ | (28,504) | |
| Other financial assets (liabilities): |
| Term debt | Long-Term Debt (1) | Level 2 | | — | | — | | | $ | (264,250) | | $ | (257,644) | | | $ | (264,250) | | $ | (258,965) | |
| 2024 senior notes | Long-Term Debt (1) | Level 1 | | — | | — | | | — | | — | | | $ | (450,000) | | $ | (454,500) | |
| 2025 senior notes | Long-Term Debt (1) | Level 2 | | $ | (1,000,000) | | $ | (975,000) | | | $ | (1,000,000) | | $ | (1,035,000) | | | $ | (1,000,000) | | $ | (1,040,000) | |
| 2027 senior notes | Long-Term Debt (1) | Level 1 | | $ | (500,000) | | $ | (460,000) | | | $ | (500,000) | | $ | (513,750) | | | $ | (500,000) | | $ | (514,375) | |
| 2028 senior notes | Long-Term Debt (1) | Level 1 | | $ | (300,000) | | $ | (283,500) | | | $ | (300,000) | | $ | (319,125) | | | $ | (300,000) | | $ | (322,500) | |
| 2029 senior notes | Long-Term Debt (1) | Level 1 | | $ | (500,000) | | $ | (441,250) | | | $ | (500,000) | | $ | (513,750) | | | $ | (500,000) | | $ | (512,500) | |
(1)Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $34.5 million, $45.3 million and $50.2 million as of September 25, 2022, December 31, 2021 and September 26, 2021, respectively.
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.
The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of September 25, 2022, December 31, 2021 or September 26, 2021.
(9) Income (Loss) per Unit:
Net income (loss) 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 25, 2022 | | September 26, 2021 | | September 25, 2022 | | September 26, 2021 |
| Basic weighted average units outstanding | 56,384 | | | 56,628 | | | 56,606 | | | 56,601 | |
| Effect of dilutive units: | | | | | | | |
| Deferred units | 57 | | | 46 | | | 57 | | | — | |
| Performance units | — | | | 92 | | | |