CEDAR FAIR LP MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS. (Form 10-K)

Company 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 property taxes, 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 independently. Management reviews operating results, evaluates performance and makes operating decisions, including resource allocation, 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, Senior Vice
Presidents and the general managers.

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The following table presents certain financial data expressed as a percent of
total net revenues and selective statistical information for the periods
indicated.

                                                                                     Years Ended December 31,
                                                          2021                                 2020                                  2019
                                                                    (In

thousands, except per capita expenditures and percentages) Net revenue: Admissions

                                   $  674,799             50.4  %       $   67,852              37.4  %       $  795,271             53.9  %
Food, merchandise and games                     432,513             32.3  %           76,921              42.4  %          473,499             32.1  %
Accommodations, extra-charge products
and other                                       230,907             17.3  %           36,782              20.3  %          206,155             14.0  %
Net revenues                                  1,338,219            100.0  %          181,555             100.0  %        1,474,925            100.0  %
Operating costs and expenses                  1,030,466             77.0  %          483,891             266.5  %          990,716             67.2  %
Depreciation and amortization                   148,803             11.1  %          157,549              86.8  %          170,456             11.6  %
Loss on impairment / retirement of
fixed assets, net                                10,486              0.8  %            8,135               4.5  %            4,931              0.3  %
Loss on impairment of goodwill and
other intangibles                                     -                -  %          103,999              57.3  %                -                -  %
Loss (gain) on other assets                         129                -  %              (11)                -  %             (617)               -  %
Operating income (loss)                         148,335             11.1  %         (572,008)           (315.1) %          309,439             21.0  %
Interest and other expense, net                 183,732             13.7  %          150,222              82.7  %           98,860              6.7  %
Net effect of swaps                             (19,000)            (1.4) %           15,849               8.7  %           16,532              1.1  %
Loss on early debt extinguishment                 5,909              0.4  %            2,262               1.2  %                -                -  %
Loss (gain) on foreign currency                   6,177              0.5  %          (12,183)             (6.7) %          (21,107)            (1.4) %
Provision (benefit) for taxes                    20,035              1.5  %         (137,915)            (76.0) %           42,789              2.9  %
Net (loss) income                            $  (48,518)            (3.6) %       $ (590,243)           (325.1) %       $  172,365             11.7  %
Other data:
Attendance                                       19,498                                2,595                                27,938
In-park per capita spending                  $    62.03                           $    46.38                            $    48.32



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. We adjusted our park operating
calendars in 2021 and may continue to adjust future park operating calendars as
we respond to changes in guest demand, labor availability and any state and
local restrictions. We currently anticipate returning to full park operating
calendars for the 2022 operating season at all of our parks. The lingering
effects of the COVID-19 pandemic may impact guest demand and labor availability,
and it is uncertain the extent to which those effects will impact our
operational and financial results. Our future operations are dependent on
factors beyond our knowledge or control, including the duration and severity of
the COVID-19 pandemic and actions taken to contain its spread and mitigate its
public health effects. See Risk Factors at   Item 1A  .

Despite a delayed start and various operating restrictions in place for the 2021
operating season, our 2021 operating results exceeded our initial expectations,
driven by greater consumer demand resulting in higher attendance and in-park per
capita spending. As a result, we made progress towards our goal to reduce
outstanding debt obtained in response to the negative effects of the COVID-19 by
redeeming $450 million of unsecured senior notes in December 2021. The notes
redeemed were previously due in 2024.

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Critical Accounting Policies

Management's Discussion and Analysis of Financial Condition and Results of
Operations is based upon our 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 Consolidated Financial Statements and related notes. The
following discussion addresses our critical accounting policies, which are those
that are most important to the portrayal of our financial condition and
operating results or involve a higher degree of judgment and complexity (see
  Note 3   for a complete discussion of our significant accounting policies).
Application of the critical accounting policies described below involves the
exercise of judgment and the use of assumptions as to future uncertainties, and
as a result, actual results could differ from these estimates and assumptions.

Impairment of long-lived assets


Long-lived assets, including property and equipment, are reviewed for impairment
upon the occurrence of events or changes in circumstances that would indicate
that the carrying value of the assets may not be recoverable. A significant
amount of judgment is involved in determining if an indicator of impairment has
occurred. Such indicators may include, among others: a significant decrease in
the market price of a long-lived asset; a significant adverse change in the
extent or manner in which a long-lived asset is being used or in its physical
condition; a significant adverse change in legal factors or in the business
climate; an accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of a long-lived asset;
past, current or future operating or cash flow losses that demonstrate
continuing losses associated with the use of a long-lived asset; and a current
expectation that a long-lived asset will be sold or disposed significantly
before the end of its previously estimated useful life. An impairment loss may
be recognized when estimated undiscounted future cash flows expected to result
from the use of the asset, including disposition, are less than the carrying
value of the asset. The measurement of the impairment loss to be recognized is
based on the difference between the fair value and the carrying amounts of the
assets. Fair value is generally determined using a combination of a cost and
market approach. Significant factors considered in the cost approach include
replacement cost, reproduction cost, depreciation, physical deterioration,
functional obsolescence and economic obsolescence of the assets. The market
approach estimates fair value by utilizing market data for similar assets. In
order to determine if an asset has been impaired, assets are grouped and tested
at the lowest level for which identifiable, independent cash flows are
available.

The determination of whether an indicator of impairment has occurred and the
estimation of undiscounted cash flows requires management to make significant
estimates and consider an anticipated course of action as of the balance sheet
date. Subsequent changes arising from changes in anticipated actions could
impact the determination of whether impairment exists, the estimation of
undiscounted cash flows and whether the effects could materially impact the
consolidated financial statements.

Due to the negative effects of the COVID-19 pandemic on our forecasted operating
results, we tested our long-lived assets for impairment during the first and
third quarters of 2020 (see   Note 6  ). Management made significant estimates
in performing these impairment tests, including the anticipated time frame to
re-open our parks and the related anticipated demand upon re-opening our parks.
Actual results could materially differ from these estimates depending on the
ultimate extent of the effects of the COVID-19 pandemic. Due to the ongoing
development and fluidity of the COVID-19 pandemic, the ultimate extent of the
effects of the COVID-19 pandemic cannot be reasonably predicted.

Accounting for business combinations


Business combinations are accounted for under the acquisition method of
accounting. The amounts assigned to the identifiable assets acquired and
liabilities assumed in connection with acquisitions are based on estimated fair
values as of the date of the acquisition, with the remainder, if any, recorded
as goodwill. The fair values are determined by management, taking into
consideration information supplied by the management of the acquired entities,
valuations supplied by independent appraisal experts and other relevant
information. The valuations are generally based upon future cash flow
projections for the acquired assets, discounted to present value. The
determination of fair values requires significant judgment by management. If
future operating results do not meet expectations or anticipated synergies are
not realized at Schlitterbahn Waterpark & Resort New Braunfels and the
Schlitterbahn Waterpark Galveston, the Schlitterbahn reporting unit may become
further impaired.

Good will 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. 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; the testing for recoverability of a significant asset group within
a reporting unit; and slower growth rates. The fair value of a reporting unit is
established using a combination of an income (discounted cash flow) approach and
market approach. The income approach uses a reporting unit's projection of
estimated operating results and discounted cash flows using a weighted-average
cost of capital that reflects current market conditions. Estimated operating
results are established using management's best estimates of economic and market
conditions over the projected period including growth rates in revenues and
costs, estimates of future expected changes in operating margins and cash
expenditures. Other significant estimates and assumptions include terminal value
growth rates, future estimates of capital expenditures and changes in future
working capital requirements. A market approach estimates fair value by applying
cash flow multiples to the
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the operational performance of the reporting unit. The multiples are derived from comparable publicly traded companies with operating and investment characteristics similar to the reporting units.


It is possible that our assumptions about future performance, as well as the
economic outlook and related conclusions regarding valuation, could change
adversely, which may result in additional impairment that would have a material
effect on our financial position and results of operations in future periods.

Due to the negative effects of the COVID-19 pandemic on our forecasted operating
results, we tested our goodwill and indefinite-lived intangible assets for
impairment during the first and third quarters of 2020 (see   Note 7  ).
Management made significant estimates in performing these impairment tests,
including the anticipated time frame to re-open our parks and the related
anticipated demand upon re-opening our parks. Actual results could materially
differ from these estimates depending on the ultimate extent of the effects of
the COVID-19 pandemic. Due to the ongoing development and fluidity of the
COVID-19 pandemic, the ultimate extent of the effects of the COVID-19 pandemic
cannot be reasonably predicted. In conjunction with our annual measurement date,
we completed the review of goodwill and other indefinite-lived intangibles as of
the first days of the fourth quarter of 2021 and 2020 and determined goodwill
and other indefinite-lived intangibles were not further impaired as of these
testing dates.

Self-Insurance Reserves

Self-insurance reserves are recorded for the estimated amounts of guest and
employee claims and related expenses incurred each period. Reserves are
established for both identified claims and incurred but not reported ("IBNR")
claims and are recorded when claim amounts become probable and estimable.
Reserves for identified claims are based upon our historical claim experience
and third-party estimates of settlement costs. Reserves for IBNR claims are
based upon our claims data history. Self-insurance reserves are periodically
reviewed for changes in facts and circumstances and adjustments are made as
necessary. The ultimate cost for identified claims can be difficult to predict
due to the unique facts and circumstances associated with each claim.

Revenue recognition


As disclosed within the consolidated statements of operations and comprehensive
(loss) income, revenues are generated from sales of (1) admission to our
amusement parks and water parks, (2) food, merchandise and games both inside and
outside the parks, and (3) accommodations, extra-charge products, and other
revenue sources. 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.

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. In addition to the extended
validity through 2021, Knott's Berry Farm also offered a day-for-day extension
into calendar year 2022 for 2020 and 2021 season-long products for every day the
park was closed in 2021, and Canada's Wonderland extended its 2020 and 2021
season-long products through September 5, 2022. In order to calculate revenue
recognized on extended season-long products, management made significant
estimates regarding the estimated number of uses expected for these season-long
products for admission, dining, beverage and other products, including during
interim periods. Actual results could materially differ from these estimates
depending on the ultimate extent of the effects of the COVID-19 pandemic. Due to
the ongoing development and fluidity of the COVID-19 pandemic, the ultimate
extent of the effects of the COVID-19 pandemic cannot be reasonably predicted.

Income taxes


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

Our corporate subsidiaries account for income taxes under the asset and
liability method. Accordingly, deferred tax assets and liabilities are
recognized for the future book and tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are determined using enacted tax rates expected to apply in the year
in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax law is
recognized in income at the time of enactment of such change in tax law. Any
interest or penalties due for payment of income taxes are included in the
provision for income taxes.
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We record a valuation allowance if, based on the weight of available evidence,
it is more likely than not that some portion, or all, of a deferred tax asset
will not be realized. The need for this allowance is based on several factors
including the ten-year carryforward period allowed for excess foreign tax
credits, experience to date of foreign tax credit limitations, carryforward
periods of state net operating losses, and management's long-term estimates of
domestic and foreign source income.

There is inherent uncertainty in the estimates used to project the amount of
foreign tax credit and state net operating loss carryforwards that are more
likely than not to be realized. It is possible that our future income
projections, as well as the economic outlook and related conclusions regarding
valuation allowances could change, which may result in additional valuation
allowance being recorded or may result in additional valuation allowance
reductions, and which may have a material negative or positive effect on our
reported financial position and results of operations in future periods.

Adjusted EBITDA


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

The table below provides a reconciliation between Adjusted EBITDA and Net income (loss) for the periods indicated:

                                                                          Years Ended December 31,
(In thousands)                                                  2021                2020                2019
Net (loss) income                                           $  (48,518)         $ (590,243)         $  172,365
Interest expense                                               184,032             150,669             100,364
Interest income                                                    (94)               (460)             (2,033)
Provision (benefit) for taxes                                   20,035            (137,915)             42,789
Depreciation and amortization                                  148,803             157,549             170,456
EBITDA                                                         304,258            (420,400)            483,941
Loss on early debt extinguishment                                5,909               2,262                   -
Net effect of swaps                                            (19,000)             15,849              16,532
Non-cash foreign currency loss (gain)                            6,255             (12,011)            (21,061)
Non-cash equity compensation expense                            15,431                (209)             12,434
Loss on impairment/retirement of fixed assets, net              10,486               8,135               4,931
Loss on impairment of goodwill and other intangibles                 -             103,999                   -
Loss (gain) on other assets                                        129                 (11)               (617)
Acquisition-related costs                                            -                  16               7,162

Other (1)                                                        1,173                 359               1,351
Adjusted EBITDA                                             $  324,641          $ (302,011)         $  504,673



(1)  Consists of certain costs as defined in our current 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 that the following are key operational measures in our management and operational reports, and they are used as major factors in important operational decisions because they are the primary drivers of our financial and operational performance:

Attendance is defined as the number of guest visits to our separately closed amusement parks and outdoor water parks.

Per capita in-park spending is calculated as revenue generated at our separately closed amusement parks and outdoor water parks, plus tolls and related parking revenue (in-park revenue), divided by total attendance.

Off-park revenue is defined as revenue from resorts, off-park dining and retail locations, marina, sponsorship, online transaction fees charged to customers, and all other off-park operations. Park.

Net revenue includes in-fleet revenue and non-fleet revenue less amounts paid to third parties under concession agreements (see note 5

).

2021 vs. 2020


Due to the effects of the COVID-19 pandemic, the results for the year ended
December 31, 2021 were not directly comparable with the results for the year
ended December 31, 2020. The year ended December 31, 2021 included 1,765
operating days compared with 487 operating days for the year ended December 31,
2020.

Due to the effects of the COVID-19 pandemic, we postponed the opening of our
parks for the 2021 operating season to May 2021, when all of our properties
opened on a staggered basis except for our Canadian property, Canada's
Wonderland, which opened in July 2021. Upon opening in 2021, park operating
calendars were reduced, guest reservations were required, and some operating
restrictions were in place. We removed most capacity restrictions, guest
reservation requirements and other protocols at our U.S. properties beginning in
July 2021. Operating restrictions remained in place at our Canadian property
throughout 2021. We adjusted our 2021 operating calendars to reflect anticipated
changes in guest demand, labor availability and state and local restrictions by
including fewer operating days in July and August at some of our smaller
properties and by including additional operating days in September and the
fourth quarter at most of our properties. The year ended December 31, 2021 also
included results prior to the May 2021 opening of our parks from limited
out-of-park operations, including the operation of some of our hotel properties
and a culinary festival at Knott's Berry Farm from March 5, 2021 through May 2,
2021.

For the year ended December 31, 2020 and due to the effects of the COVID-19
pandemic, our properties closed on March 14, 2020. Eight of our 13 properties
resumed partial operations on a staggered basis beginning in the second quarter
of 2020 with opening dates beginning in mid-June and continuing through
mid-July. During this time, we also reopened operations at some of our
out-of-park operations, such as hotel operations. Due to soft demand trends upon
reopening, 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 pre-pandemic operating calendar. Two additional parks reopened on
weekends in November and December of 2020. Following March 14, 2020, Knott's
Berry Farm's partial operations were limited to culinary festivals which were
classified as out-of-park revenues. The 2020 results also included daily
operations at Knott's Berry Farm and 16 operating days at the Schlitterbahn
parks prior to the March 14, 2020 closure of our properties. Attendance, in-park
per capita spending and operating day statistics for 2020 and 2021 exclude the
Knott's Berry Farm culinary festivals.
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The following table presents selected financial information and operating statistics for the years ended December 31, 2021 and December 31, 2020:

                                                                                                                Increase (Decrease)
                                                         December 31,          December 31,
                                                             2021                  2020                       $                        %
                                                                       

(Amounts in thousands, except expenditure per capita) Net revenue

                                            $  1,338,219          $    181,555          $        1,156,664                      N/M
Operating costs and expenses                               1,030,466               483,891                     546,575                 113.0  %
Depreciation and amortization                                148,803               157,549                      (8,746)                 (5.6) %
Loss on impairment/retirement of fixed assets,
net                                                           10,486                 8,135                       2,351                      N/M
Loss on impairment of goodwill and other
intangibles                                                        -               103,999                    (103,999)                     N/M
Loss (gain) on other assets                                      129                   (11)                        140                      N/M
Operating income (loss)                                 $    148,335          $   (572,008)         $          720,343                      N/M

Other Data:
Adjusted EBITDA (1)                                     $    324,641          $   (302,011)         $          626,652                      N/M

Attendance                                                    19,498                 2,595                      16,903                      N/M
In-park per capita spending                             $      62.03          $      46.38          $            15.65                  33.7  %
Out-of-park revenues                                    $    167,978          $     67,375          $          100,603                 149.3  %


N/M Not significant either due to the nature of the expense item or due to minimal operations in 2020

(1) For more information on Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net profit (loss), see page 20.


Consolidated net revenues totaled $1.3 billion for the year ended December 31,
2021 compared with $181.6 million for 2020. This increase in net revenues was
attributable to the 1,278 operating day increase in 2021 resulting in a 16.9
million-visit increase in attendance and a $100.6 million increase in
out-of-park revenues. In-park per capita spending for the year ended
December 31, 2021 increased 34% to $62.03, which represented higher levels of
guest spending across all key revenue categories, particularly admissions,
extra-charge attractions, including front-of-line Fast Lane products, and food
and beverage, and was driven by increases in pricing and volume. The increase in
net revenues included a $6.5 million favorable impact of foreign currency
exchange rates at our Canadian park.

Operating costs and expenses for the year ended December 31, 2021 increased to
$1.0 billion from $483.9 million for 2020. This was the result of an $84.5
million increase in cost of food, merchandise and games revenues ("COGS"), a
$350.5 million increase in operating expenses, and a $111.6 million increase in
selling, general, and administrative expenses ("SG&A"), all of which were
largely the result of the 1,278 operating day increase in 2021. While the
majority of the $350.5 million increase in operating expenses was attributable
to the increase in operating days, there was also a meaningful increase in
seasonal labor rate in order to recruit employees in a challenging labor market,
as well as higher full-time wages, including accrued bonus plans. Similarly, the
$111.6 million increase in SG&A expense was driven by resumed park operations in
2021. However, the increase in SG&A expense was also driven by an increase in
full-time wages, particularly for accrued bonus plans and equity-based
compensation plans, as well as consulting fees incurred in 2021 related to a
business optimization program. The increase in operating costs and expenses
included a $3.4 million unfavorable impact of foreign currency exchange rates at
our Canadian park.

Depreciation and amortization expense for the year ended December 31, 2021
decreased $8.7 million compared with 2020 due primarily to the full depreciation
of 15-year useful lived property and equipment from our 2006 acquisition in
2021. The loss on impairment / retirement of fixed assets for 2021 was $10.5
million compared with $8.1 million for 2020. The loss on impairment / retirement
of fixed assets for 2021 included retirements of assets in the normal course of
business, as well as the impairment of a few specific assets in the second half
of 2021. The loss on impairment / retirement of fixed assets for 2020 included a
$2.7 million impairment charge with respect to the Schlitterbahn parks'
long-lived assets triggered by the effects of the COVID-19 pandemic during the
first quarter of 2020 (see   Note 6  ), as well as the impairment of two
specific assets during the first quarter of 2020. Similarly triggered by the
anticipated effects of the COVID-19 pandemic, the loss on impairment of goodwill
and other intangibles for 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 7 ).

After the above items, 2021 operating income stands at $148.3 million against an operating loss of $572.0 million for 2020.

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Interest expense for 2021 increased $33.4 million due to interest incurred on
the 2025 senior notes issued in April 2020 and the 2028 senior notes issued in
October 2020. The net effect of our swaps resulted in a $19.0 million benefit to
earnings for 2021 compared with a $15.8 million charge to earnings for 2020. The
difference was attributable to the change in fair market value of our swap
portfolio. We recognized a loss on early debt extinguishment of $5.9 million in
2021 related to a full redemption of the 2024 senior notes, and we recognized a
$2.3 million loss on early debt extinguishment in 2020 related to the 2020
refinancing events (see   Note 8  ). During 2021, we also recognized a $6.2
million net charge to earnings for foreign currency gains and losses compared
with a $12.2 million net benefit to earnings for 2020. 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.

For 2021, a provision for taxes of $20.0 million was recorded to account for PTP
taxes and federal, state, local and foreign income taxes compared with a benefit
for taxes of $137.9 million recorded for 2020. The difference in provision for
taxes was attributable to a larger pretax loss in 2020 from our taxable
subsidiaries, as well as expected benefits from the Coronavirus Aid, Relief, and
Economic Security Act (the "CARES Act"), which was signed into law on March 27,
2020. The CARES Act resulted in various changes to the U.S. tax law, including,
among other things, allowing net operating losses arising in tax years 2018
through 2020 to be carried back to the preceding five taxable years and removing
the limitation that such losses only offset 80% of taxable income. As a result
of these changes, we expect to recognize two benefits. First, we carried back
the tax year 2020 losses incurred by our corporate subsidiaries, which will
result in the refund of a portion of federal income taxes paid during the
carryback period of approximately $79.7 million. Second, the annual effective
tax rate for 2021 and for 2020 included a net benefit of $1.7 million and $18.1
million, respectively, from carrying back the tax year 2020 losses of the
corporate subsidiaries. This tax benefit represents an estimated incremental
benefit of tax loss carrybacks for periods when the federal income tax rate was
greater than the current 21% rate. The overall benefit of the carryback of
losses was decreased by $4.7 million and $16.1 million in 2021 and 2020,
respectively, for a projected valuation allowance on foreign tax credits
originally utilized during the carryback period which would be released as a
result of the loss carryback but which are not expected to be utilized.

After the items above, net loss for 2021 totaled $48.5 million, or $0.86 per
diluted limited partner unit, compared with a net loss of $590.2 million, or
$10.45 per diluted unit, for 2020.

For 2021, Adjusted EBITDA totaled $324.6 million compared with a $302.0 million
Adjusted EBITDA loss for 2020. The increase in Adjusted EBITDA was primarily due
to the impact of COVID-19 related park closures in 2020 and the related
improvement in attendance, in-park per capita spending and out-of-park revenues
from reopening parks in 2021.

2021 vs. 2019

As described above, the results for the year ended December 31, 2021 were not
directly comparable with the results for the year ended December 31, 2020 due to
the effects of the COVID-19 pandemic. The results for the year ended
December 31, 2021 were more comparable with the results for the year ended
December 31, 2019. As a result, we have included analysis comparing our 2021
results with our 2019 results. However, the 2021 results are also not directly
comparable with the 2019 results due to the postponed opening of our parks for
the 2021 operating season until May 2021, as well as operating restrictions in
place upon opening in 2021, compared with a pre-pandemic operating season in
2019. The year ended December 31, 2021 included 1,765 operating days compared
with a total of 2,224 operating days for the year ended December 31, 2019. The
following table presents key financial information and operating statistics for
the years ended December 31, 2021 and December 31, 2020:

                                                                                                                        Increase (Decrease)
                                                         December 31, 2021          December 31, 2019                   $                      %
                                                                           

(Amounts in thousands, except expenditure per capita) Net revenue

                                            $       1,338,219          $       1,474,925          $         (136,706)              (9.3) %
Operating costs and expenses                                    1,030,466                    990,716                      39,750                4.0  %
Depreciation and amortization                                     148,803                    170,456                     (21,653)             (12.7) %
Loss on impairment/retirement of fixed assets,
net                                                                10,486                      4,931                       5,555                   N/M

Loss (gain) on other assets                                           129                       (617)                        746                   N/M
Operating income                                        $         148,335          $         309,439          $         (161,104)             (52.1) %

Other Data:
Adjusted EBITDA (1)                                     $         324,641          $         504,673          $         (180,032)             (35.7) %
Adjusted EBITDA margin (2)                                           24.3  %                    34.2  %                        -               (9.9) %
Attendance                                                         19,498                     27,938                      (8,440)             (30.2) %
In-park per capita spending                             $           62.03          $           48.32          $            13.71               28.4  %
Out-of-park revenues                                    $         167,978          $         168,708          $             (730)              (0.4) %



N/M  Not meaningful due to the nature of the expense line-item

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(1)    For additional information regarding Adjusted EBITDA, including how we
define and use Adjusted EBITDA, as well as a reconciliation from net (loss)
income, see page 20.

(2)    Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) is not a
measurement computed in accordance with generally accepted accounting principles
("GAAP") or a substitute for measures computed in accordance with GAAP and may
not be comparable to similarly titled measures of other companies. We provide
Adjusted EBITDA margin because we believe the measure provides a meaningful
measure of operating profitability.

For the year ended December 31, 2021, net revenues totaled $1.3 billion compared
with $1.5 billion for 2019. The decrease in net revenues reflected the impact of
an 8.4 million-visit, or 30%, decline in attendance partially offset by the
impact of a $13.71, or 28%, increase in in-park per capita spending. The
decrease in net revenues and attendance was primarily attributable to 459 fewer
operating days in 2021. Out-of-park revenues for the year ended December 31,
2021 were comparable to 2019. Lower out-of-park revenues that resulted from the
delayed opening of our parks in 2021 until May 2021 and the temporary closure of
two hotel properties for renovations during 2021 were mostly offset by
additional out-of-park revenues from the Knott's Berry Farm culinary festival in
2021.

Operating costs and expenses for the year ended December 31, 2021 increased
$39.8 million compared with 2019. This was the result of a $56.0 million
increase in operating expenses offset by a $13.8 million decrease in COGS and a
$2.5 million decrease in SG&A expense, all of which were impacted by the result
of fewer operating days in 2021. Operating expenses increased compared with 2019
despite fewer operating days due to a meaningful increase in the seasonal labor
rate in order to recruit employees in a challenging labor market, as well as
higher full-time wages attributable to an increase in headcount. Seasonal labor
hours declined in 2021 compared to 2019. The decrease in COGS was attributable
to fewer operating days in 2021. COGS as a percentage of food, merchandise and
games revenue in 2021 was comparable to 2019. The decrease in SG&A expense was
primarily due to less advertising expense due to fewer operating days and a more
efficient marketing program offset by an increase in full-time wages,
particularly for accrued bonus plans and equity-compensation plans.

Depreciation and amortization expense for the year ended December 31, 2021
decreased $21.7 million compared with 2019 due primarily to the full
depreciation of 15-year useful lived property and equipment from our 2006
acquisition in 2021, as well as the change in estimated useful life of a
long-lived asset at Kings Dominion in 2019. The loss on impairment / retirement
of fixed assets for 2021 was $10.5 million compared with $4.9 million for 2019.
The loss on impairment / retirement of fixed assets for 2021 included the
impairment of a few specific assets in the second half of 2021.

After the above items, 2021 operating income stands at $148.3 million compared to an operating result of $309.4 million for 2019.


Interest expense for 2021 increased $83.7 million due to interest incurred on
the 2025 senior notes and the 2028 senior notes, both of which were issued in
2020. The net effect of our swaps resulted in a $19.0 million benefit to
earnings for 2021 compared with a $16.5 million charge to earnings for 2019. The
difference was attributable to the change in fair market value of our swap
portfolio. We recognized a loss on early debt extinguishment of $5.9 million in
2021 related to a full redemption of the 2024 senior notes (see   Note 8  ).
During 2021, we also recognized a $6.2 million net charge to earnings for
foreign currency gains and losses compared with a $21.1 million net benefit to
earnings for 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.

For 2021, a provision for taxes of $20.0 million was recorded to account for PTP
taxes and federal, state, local and foreign income taxes compared with a
provision for taxes of $42.8 million recorded for 2019. The decrease in
provision for taxes was attributable to a decrease in pretax income from our
taxable subsidiaries during 2021.

After the items above, net loss for 2021 totaled $48.5 million, or $0.86 per
diluted limited partner unit, compared with net income of $172.4 million, or
$3.03 per diluted unit, for 2019.

For 2021, Adjusted EBITDA totaled $324.6 million compared with $504.7 million
for 2019. Similarly, our Adjusted EBITDA margin for 2021 decreased compared with
the Adjusted EBITDA margin for 2019. The decreases in Adjusted EBITDA and
Adjusted EBITDA margin were both largely due to the postponed opening of our
parks for the 2021 operating season until May 2021, other COVID-19 related
operating calendar changes and restrictions, as well as significantly increased
labor costs in 2021 due to labor rate pressures.

In order to provide a more meaningful comparison of our key operational
measures, we have provided comparable same-day statistics for attendance and
in-park per capita spending. These supplemental comparisons were used by
management for operational decisions during 2021. We believe these supplemental
key operational measures provide a more meaningful measure of demand and guest
spending trends on an annual basis due to the material variances in operating
days between years.

For attendance and in-park per capita spending, the comparable same-day
statistics compare the results from 1,695 operating days for the year ended
December 31, 2021 with the comparable 1,695 operating days for the year ended
December 31, 2019. The 1,695 operating days for the year ended December 31, 2021
included the 1,765 total operating days for the period less 70
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operating days from the Schlitterbahn parks which were acquired on July 1, 2019.
As a result, on a comparable same-day basis, we excluded $15.4 million of
in-park revenues and 0.3 million visits for the year ended December 31, 2021. We
also excluded $239.0 million of in-park revenues and 5.3 million visits for the
year ended December 31, 2019 to exclude the results of 2019 operating days
without equivalent 2021 operating days. No adjustments otherwise were made to
the daily data from either period, including no adjustments to reflect the
impact of fewer operating hours within an operating day or operating
restrictions in place in 2021.

Attendance for the year ended December 31, 2021 represented approximately 85% of
attendance for the year ended December 31, 2019 on a comparable same-day basis
driven by season pass attendance and general admission and offset by an expected
slower recovery in group sales attendance. In-park per capita spending for the
year ended December 31, 2021 represented approximately 127% of in-park per
capita spending for the year ended December 31, 2019 on a comparable same-day
basis. The increase in in-park per capita spending on a comparable same-day
basis was attributable to increases in all key spending categories, particularly
admission, extra-charge attractions, including front-of-line Fast Lane products,
and food and beverage. Attendance and in-park per capita spending as a
percentage of 2019 results on a comparable same-day basis increased from the
initial opening of our parks in May 2021 through the end of the year. Due to the
nature of out-of-park revenues, we are not able to produce comparable same-day
statistics.

2020 vs. 2019

The results for the year ended December 31, 2020 were not directly comparable
with the results for the year ended December 31, 2019 due to park closures and
operating calendar changes associated with the COVID-19 pandemic. On March 14,
2020, we closed our properties in response to the spread of COVID-19. We
ultimately resumed only partial operations at 10 of our 13 properties in 2020.
Beginning in the second quarter of 2020, we resumed partial operations at eight
properties on a staggered basis with opening dates starting in mid-June and
continuing through mid-July. We also reopened operations at some of our
out-of-park attractions at this time, such as hotel operations. Attendance upon
reopening was impacted by the ongoing effects of the pandemic and was below
original expectations. Due to these soft demand trends upon reopening, 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 in 2020 than the park's
pre-pandemic operating calendar. Two parks, Cedar Point and Kings Island,
remained open in 2020 after Labor Day. Two additional parks, Carowinds and Kings
Dominion, reopened on weekends in November and December to host abbreviated
versions of their traditional WinterFest events. Following March 14, 2020,
Knott's Berry Farm's partial operations were limited to culinary festivals. Net
revenues from these limited operations at Knott's Berry Farm were classified as
out-of-park revenues. Attendance, in-park per capita spending and operating day
statistics for 2020 exclude these limited operations at Knott's Berry Farm.

As a result of the effects of the COVID-19 pandemic, the year ended December 31,
2020 included 487 operating days compared with 2,224 operating days for the year
ended December 31, 2019. The following table presents key financial information
and operating statistics for the years ended December 31, 2020 and December 31,
2019:

                                                                                                               Increase (Decrease)
                                                         December 31,          December 31,
                                                             2020                  2019                       $                       %
                                                                      

(Amounts in thousands, except expenditure per capita) Net revenue

                                            $    181,555          $  1,474,925          $        (1,293,370)             (87.7) %
Operating costs and expenses                                 483,891               990,716                     (506,825)             (51.2) %
Depreciation and amortization                                157,549               170,456                      (12,907)              (7.6) %
Loss on impairment/retirement of fixed assets,
net                                                            8,135                 4,931                        3,204                   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                                 $   (572,008)         $    309,439          $          (881,447)                  N/M

Other Data:
Adjusted EBITDA (1)                                     $   (302,011)         $    504,673          $          (806,684)                  N/M

Attendance                                                     2,595                27,938                      (25,343)             (90.7) %
In-park per capita spending                             $      46.38          $      48.32          $             (1.94)              (4.0) %
Out-of-park revenues                                    $     67,375          $    168,708          $          (101,333)             (60.1) %


N/M Not significant either due to the nature of the expense item or due to minimal operations in 2020

(1) For more information on Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net profit (loss), see page 20.


Consolidated net revenues totaled $181.6 million for the year ended December 31,
2020, decreasing $1.3 billion, from $1.5 billion for 2019. This reflected the
impact of a 25.3 million-visit decrease in attendance, a $1.94 decrease in
in-park per capita
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spending, and a $101.3 million decrease in out-of-park revenues, all of which
were heavily impacted by the aforementioned park closures and operating calendar
changes. The decrease in attendance was also due to soft initial demand upon
re-opening our parks in 2020. However, demand steadily increased from 20-25% of
comparable 2019 attendance levels upon initially reopening up to 55% of
comparable 2019 attendance levels in September 2020. 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. In-park per capita spending on food, merchandise and games
increased compared with 2019. 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 closures of our parks, as well as a decrease in online
transaction fee revenue due to a decline in online sales volume. Net revenues
were not materially impacted by foreign currency exchange rates.

Operating costs and expenses for the year ended December 31, 2020 decreased
51.2%, or $506.8 million, to $483.9 million from $990.7 million for 2019. The
decrease was the result of a $98.3 million decrease in COGS, a $294.4 million
decrease in operating expenses, and a $114.1 million decrease in SG&A expense.
The decrease in COGS was due to the decline in sales volume due to park
closures, operating calendar changes and soft initial demand at parks that
opened in 2020. The $294.4 million decrease in operating expenses was
attributable to $167.5 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 2020. In addition, full-time wages
decreased due to a decline in anticipated payout of bonus plans in 2020. The
$114.1 million decrease in SG&A expense was attributable to $57.5 million of
advertising expense savings, as well as a reduction in transaction fee expense
due to a decline in online sales volume, a decline in the anticipated payout of
outstanding equity-based compensation and bonus plans, and 2019
acquisition-related costs. Operating costs and expenses were not materially
impacted by foreign currency exchange rates.

Depreciation and amortization expense for 2020 decreased $12.9 million compared
with 2019 primarily due to the 2019 change in estimated useful life of a
long-lived asset at Kings Dominion. The loss on impairment / retirement of fixed
assets for 2020 was $8.1 million compared with $4.9 million for 2019. The loss
on impairment / retirement of fixed assets for 2020 included a $2.7 million
impairment charge with respect to the Schlitterbahn parks' long-lived assets
triggered by the effects of the COVID-19 pandemic during the first quarter of
2020 (see   Note 6  ), as well as the impairment of two specific assets during
the first quarter of 2020. Similarly triggered by the anticipated effects of the
COVID-19 pandemic, the loss on impairment of goodwill and other intangibles for
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 7  ). 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 above items, the operating loss for 2020 amounts to $572.0 million compared to an operating result of $309.4 million for 2019.


Interest expense for 2020 increased $50.3 million due to interest incurred on
the 2025 senior notes issued in April 2020 and on the 2029 senior notes issued
in June 2019. The net effect of our swaps resulted in a $15.8 million charge to
earnings for 2020 compared with a $16.5 million charge to earnings for 2019. The
difference was attributable to the change in fair market value of our swap
portfolio. We recognized a $2.3 million loss on early debt extinguishment
related to our 2020 refinancing events (see   Note 8  ). During 2020, we also
recognized a $12.2 million net benefit to earnings for foreign currency gains
and losses compared with a $21.1 million net benefit to earnings for 2019. Both
amounts primarily represented remeasurement of the U.S.-dollar denominated debt
recorded at our Canadian entity from the U.S.-dollar to the legal entity's
functional currency.

For 2020, a benefit for taxes of $137.9 million was recorded to account for PTP
taxes and federal, state, local and foreign income taxes compared with a
provision for taxes recorded for 2019 of $42.8 million. 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 CARES Act. The CARES Act
resulted in various changes to the U.S. tax law, including, among other things,
allowing net operating losses arising in tax years 2018 through 2020 to be
carried back to the preceding five taxable years and removing the limitation
that such losses only offset 80% of taxable income. As a result of these
changes, we expected to recognize two benefits. First, we expected to carryback
the 2020 losses incurred by our corporate subsidiaries, which would result in
the refund of a portion of federal income taxes paid during the carryback period
of approximately $55.4 million as of December 31, 2020. Second, the annual
effective tax rate for 2020 included a net benefit of $18.1 million from
carrying back the projected 2020 losses of the corporate subsidiaries. This tax
benefit represented an estimated $34.2 million incremental benefit of tax loss
carrybacks for periods when the federal income tax rate was greater than the
current 21% rate. The estimated $34.2 million benefit was decreased by $16.1
million in 2020 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 were not expected to be utilized.

After the items above, net loss for 2020 totaled $590.2 million, or $10.45 per
diluted limited partner unit, compared with net income of $172.4 million, or
$3.03 per diluted unit, for 2019.

For 2020, Adjusted EBITDA loss totaled $302.0 million compared with a $504.7
million Adjusted EBITDA for 2019. The variance in Adjusted EBITDA was due to
decreased net revenues offset somewhat by expense savings attributable to park
closures and operating calendar changes as a result of the COVID-19 pandemic.

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Liquidity and Capital Resources

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

Due to the negative effects of the COVID-19 pandemic, we took steps in 2020 to
secure additional liquidity and to obtain relief from certain financial
covenants including issuing $1.3 billion of senior notes, amending our term debt
and revolving credit agreement, reducing operating expenses, including labor
costs, suspending capital expenditures, and suspending quarterly partnership
distributions. Due to limited open operations, our 2020 and first quarter 2021
liquidity needs were funded from cash on hand from the recently issued senior
notes. We began generating positive cash flows from operations during the second
quarter of 2021. Despite a delayed start and various operating restrictions in
place for the 2021 operating season, our 2021 operating results exceeded our
initial expectations, driven by higher consumer demand driving both attendance
and in-park per capita spending. As a result, we subsequently redeemed all of
our 2024 senior notes in December 2021. We expect to fund our 2022 liquidity
needs with cash from operating activities and borrowings from our revolving
credit facility. As of December 31, 2021, we had cash on hand of $61.1 million
and $359.2 million of available borrowings under our revolving credit facility.
Based on this level of liquidity, we have concluded that we will have sufficient
liquidity to satisfy our obligations and remain in compliance with our debt
covenants at least through the first quarter of 2023.

As restrictions to mitigate the spread of COVID-19 have largely been lifted and
our properties have mostly been able to resume full operations, management is
focused on driving profitable and sustainable growth in the business, reducing
the Partnership's outstanding debt, and reinstating the quarterly Partnership
distribution. We expect to invest between $200 million and $215 million in
capital expenditures for the 2022 operating season, which will include the
completion of several resort renovation projects, and investments to expand our
park offerings and develop new revenue centers, and technology enhancements,
such as cashless parks, touch-free transactions and labor management tools.

Following the issuance of $1.3 billion of senior notes in 2020 and the
redemption of the 2024 senior notes in December 2021, we anticipate $150 million
in annual cash interest in 2022 of which 75% of the payments occur in the second
and fourth quarter. We are expecting to receive $79.7 million in tax refunds
attributable to the tax year 2020 net operating loss being carried back to prior
years in the United States and an additional $9.5 million in tax refunds
attributable to net operating losses being carried back to prior years in
Canada. We anticipate receiving these tax refunds during 2022. In 2022, we
anticipate cash payments for income taxes to range from $45 million to $60
million, exclusive of these tax refunds.

Operational activities


Net cash from operating activities in 2021 totaled $201.2 million compared with
net cash for operating activities of $416.5 million in 2020 and net cash from
operating activities of $403.0 million in 2019. The variance between years was
attributable to lower earnings in 2020, and to a lesser extent in 2021, as a
result of disrupted operations due to the COVID-19 pandemic.

Cash interest payments totaled $174.3 million in 2021 compared with $130.4
million in 2020. The increase in cash interest payments from 2020 was
attributable to a full year of interest paid on the 2025 senior notes and 2028
senior notes which were issued during 2020. Cash interest payments in 2020
increased $44.8 million compared to 2019 due to a partial year of interest paid
on the 2025 senior notes in 2020 offset by less outstanding term debt in 2020
following a $463.3 million prepayment in the second quarter of 2020. Cash
payments for income taxes totaled $10.1 million in 2021 compared with $1.8
million in 2020 and $40.8 million in 2019. The variance between years for cash
payments for income taxes was attributable to the impact of disrupted operations
in 2020, and to a lesser extent 2021.

Investing activities


Net cash for investing activities in 2021 totaled $57.8 million, a decrease of
$63.0 million compared with 2020. The decrease from 2020 was attributable to
less spending in 2021 as we continued to recover from the effects of the
COVID-19 pandemic. Net cash for investing activities in 2020 decreased $479.4
million compared with 2019. The decrease from 2019 was attributable to two
causes. First, in 2020 and due to the effects of the COVID-19 pandemic, we
reduced our capital spending by approximately $60 million from our initial
capital expenditures budget to maintain flexibility and retain liquidity.
Second, in 2019, net cash for investing activities included the acquisitions of
the Schlitterbahn parks and Sawmill Creek Resort and the purchase of the land at
California's Great America from the City of Santa Clara.

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Financing Activities

Net cash for financing activities in 2021 totaled $466.4 million compared with
net cash from financing activities of $730.9 million in 2020. The variance in
net cash (for) from financing activities was due to the full redemption of the
2024 senior notes in 2021 and the April 2020 refinancing events and the issuance
of the 2028 senior notes in 2020. Net cash from financing activities in 2020
increased $460.4 million compared with net cash for financing activities in
2019. The increase from 2019 was primarily attributable to the net cash proceeds
from the April 2020 financing events and the issuance of the 2028 senior notes
in 2020 compared with the 2029 senior notes issuance in 2019. The increase from
2019 was somewhat offset by the suspension of quarterly partnership
distributions following the first quarter 2020 partnership distribution.


Contractual obligations


As of December 31, 2021, our primary contractual obligations consisted of
outstanding long-term debt agreements and related derivative agreements. Before
reduction for debt issuance costs and original issue discount, our long-term
debt agreements consisted of the following:

•$264 million of senior secured term debt, maturing in April 2024 under the 2017
Credit Agreement, as amended. The term debt bears interest at London InterBank
Offering Rate ("LIBOR") plus 175 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 December 31, 2021.

•$1.0 billion of 5.500% senior secured notes, maturing in May 2025, issued at
par. The 2025 senior notes and the related guarantees are secured by
first-priority liens on the issuers' and the guarantors' assets that secure all
the obligations under our credit facilities. Prior to May 1, 2022, up to 35% of
the 2025 senior notes may be redeemed with net cash proceeds of certain equity
offerings at a price equal to 105.500% of the principal amount thereof, together
with accrued and unpaid interest and additional interest, if any. The 2025
senior notes may be redeemed, in whole or in part, at any time prior to May 1,
2022 at a price equal to 100% of the principal amount of the notes redeemed plus
a "make-whole" premium together with accrued and unpaid interest and additional
interest, if any, to the redemption date. Thereafter, the 2025 senior notes may
be redeemed, in whole or in part, at various prices depending on the date
redeemed. The 2025 senior notes pay interest semi-annually in May and November.

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

•$300 million of 6.500% senior unsecured notes, maturing in October 2028, issued
at par. Prior to October 1, 2023, up to 35% of the 2028 senior notes may be
redeemed with the net cash proceeds of certain equity offerings at a price equal
to 106.500% of the principal amount thereof, together with accrued and unpaid
interest and additional interest, if any. The 2028 senior notes may be redeemed,
in whole or in part, at any time prior to October 1, 2023 at a price equal to
100% of the principal amount of the notes redeemed plus a "make-whole" premium
together with accrued and unpaid interest and additional interest, if any, to
the redemption date. Thereafter, the 2028 senior notes may be redeemed, in whole
or in part, at various prices depending on the date redeemed. The 2028 senior
notes pay interest semi-annually in April and October.

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

•No borrowings under the $375 million senior secured revolving credit facility
under our current credit agreement with a Canadian sub-limit of $15 million.
$300 million of the revolving credit facility bears interest at LIBOR plus 350
bps or Canadian Dollar Offered Rate ("CDOR") plus 250 bps and requires the
payment of a 62.5 bps commitment fee per annum on the unused portion of the
credit facilities. The remaining $75 million of the revolving credit facility
bears interest at LIBOR plus 300 bps or CDOR plus 200 bps and requires the
payment of a 37.5 bps commitment fee per annum on the unused portion of the
credit facilities. $300 million of the revolving credit facility is scheduled to
mature in December 2023 and $75 million of the revolving credit facility is
scheduled to mature in April 2022. The credit agreement provides for the
issuance of documentary and standby letters of credit. After letters of credit,
which totaled $15.8 million as of December 31, 2021 and $15.9 million as of
December 31, 2020, we had available borrowings under our revolving credit
facility of $359.2 million as of December 31, 2021 and $359.1 million as of
December 31, 2020. Our
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letters of credit are primarily in place to backstop insurance arrangements. We
did not borrow on the revolving credit facility during 2021. During the year
ended December 31, 2020, the maximum outstanding balance under our revolving
credit facility was $140.0 million.

On December 17, 2021, we redeemed $450 million of 5.375% senior unsecured notes,
which otherwise would have matured in June 2024, at a redemption price equal to
100.896% of the principal amount plus accrued and unpaid interest. We further
amended the 2017 Credit Agreement in December 2021 to allow for the redemption
of the 2024 senior notes.

As of December 31, 2021 and December 31, 2020, we had four interest rate swap
agreements with a notional value of $500 million that convert one-month variable
rate LIBOR to a fixed rate of 2.88% through December 31, 2023. This results in a
4.63% fixed interest rate for borrowings under our senior secured term loan
facility after the impact of interest rate swap agreements. None of our interest
rate swap agreements were designated as cash flow hedges in the periods
presented. As of December 31, 2021 and December 31, 2020, the fair market value
of our swap portfolio was classified as long-term and recorded in "Derivative
Liability" within the consolidated balance sheets.

The 2017 Credit Agreement, as amended, includes: (i) a Senior Secured Leverage
Ratio of 4.50x Total First Lien Senior Secured Debt-to-Consolidated EBITDA
starting with the first quarter of 2022, which will step down to 4.00x in the
second quarter of 2023 and which will step down further to 3.75x in the third
quarter of 2023, with the covenant calculations for the first, second, and third
quarters in 2022 to include Consolidated EBITDA from the second, third and
fourth quarters of the fiscal year ended December 31, 2019 in lieu of the
Consolidated EBITDA for the corresponding quarters in 2021 ("Deemed EBITDA
Quarters"); (ii) a requirement that we maintain a minimum liquidity level of at
least $125 million, tested at all times, until the earlier of December 31, 2022
or the termination of the Additional Restrictions Period (which generally
includes the period from the effective date of the Second Amendment until the
delivery of the compliance certificate for the fourth quarter of 2022); and
(iii) a suspension of certain Restricted Payments, including partnership
distributions, under the credit agreement until the termination of the
Additional Restrictions Period. We may terminate the Additional Restrictions
Period prior to December 31, 2022 by achieving compliance with the Senior
Secured Leverage Ratio covenant as of the end of a fiscal quarter without giving
effect to Deemed EBITDA Quarters for any fiscal quarter. We were in compliance
with the applicable financial covenants under our credit agreement during 2021.

Our fixed rate note agreements include Restricted Payment provisions, which
could limit our ability to pay partnership distributions. Pursuant to the terms
of the indenture governing the 2027 senior notes, which includes the most
restrictive of these Restricted Payments provisions under our fixed rate note
agreements, if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio
is greater than 5.25x, we can still make Restricted Payments of $100 million
annually so long as no default or event of default has occurred and is
continuing. If our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio
is less than or equal to 5.25x, we can make Restricted Payments up to our
Restricted Payment pool. Our pro forma
Total-Indebtedness-to-Consolidated-Cash-Flow Ratio was greater than 5.25x as of
December 31, 2021.

If market conditions warrant, we may from time to time repurchase our outstanding debt securities, in privately negotiated transactions or on the open market, by take-over bid, exchange offer or otherwise. .

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Table of Contents Financial and Non-Financial Disclosure About the Issuers and Guarantors of Our Registered Senior Notes


As discussed within the Long-Term Debt footnote at   Note 8  , we had four
tranches of fixed rate senior notes outstanding at December 31, 2021: the 2025,
2027, 2028 and 2029 senior notes. The 2024 senior notes were fully redeemed on
December 17, 2021. The 2024, 2027, 2028 and 2029 senior notes (the "registered
senior notes") were registered under the Securities Act of 1933. The 2025 senior
notes were sold in a private placement in reliance on exemptions from
registration under the Securities Act of 1933. Cedar Fair, L.P., Canada's
Wonderland Company ("Cedar Canada"), and Magnum Management Corporation
("Magnum") were the co-issuers of the 2024 senior notes. Cedar Fair, L.P., Cedar
Canada, Magnum, and Millennium Operations LLC ("Millennium") are the co-issuers
of the 2027, 2028 and 2029 senior notes. Our senior notes have been irrevocably
and unconditionally guaranteed, on a joint and several basis, by each wholly
owned subsidiary of Cedar Fair (other than the co-issuers) that guarantees our
credit facilities under our credit agreement. A full listing of the issuers and
guarantors of our registered senior notes can be found within Exhibit 22, and
additional information with respect to our registered senior notes and the
related guarantees follows.

The 2027, 2028 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. However, the 2027, 2028 and 2029 senior notes
rank effectively junior to our secured debt under the 2017 Credit Agreement, as
amended, 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 2017 Credit Agreement, as amended), such entity will also be
released from its obligations under the registered senior notes. In addition,
the co-issuers (except for Cedar Fair, L.P.) or any subsidiary guarantor can be
released from its obligations under the 2027, 2028 and 2029 senior notes under
the following circumstances, assuming the associated transactions are in
compliance with the applicable provisions of the indentures governing the 2027,
2028 and 2029 senior notes: i) any direct or indirect sale, conveyance or other
disposition of the capital stock of such entity following which the entity
ceases to be a direct or indirect subsidiary of Cedar Fair or a sale or
disposition of all or substantially all of the assets of such entity; ii) if
such entity is dissolved or liquidated; iii) if we designate such entity as an
Unrestricted Subsidiary; iv) upon transfer of such entity in a qualifying
transaction if following such transfer the entity ceases to be a direct or
indirect Restricted Subsidiary of Cedar Fair or is a Restricted Subsidiary that
is not a guarantor under any credit facility; or v) in the case of the
subsidiary guarantors, upon a discharge of the indenture or upon any legal
defeasance or covenant defeasance of the indenture.

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

The following tables provide summarized financial information for each of our
co-issuers and guarantors of the 2024, 2027, 2028 and 2029 senior notes (the
"Obligor Group"). We presented each entity that is or was a co-issuer of any
series of the registered senior notes separately. The subsidiaries that
guarantee the 2027, 2028 and 2029 senior notes are presented on a combined basis
with intercompany balances and transactions between entities in such guarantor
subsidiary group eliminated. Intercompany balances and transactions between the
co-issuers and guarantor subsidiaries have not been eliminated. The subsidiaries
that guaranteed the 2024 senior notes included the guarantor subsidiary group,
as well as Millennium. Millennium is a co-issuer under the 2027, 2028 and 2029
senior notes and was a guarantor under the 2024 senior notes. Certain
subsidiaries of Cedar Fair did not guarantee our credit facilities or senior
notes as the assets and results of operations of these subsidiaries were
immaterial (the "non-guarantor" subsidiaries). The summarized financial
information excludes results of the non-guarantor subsidiaries and does not
reflect investments of the Obligor Group in the non-guarantor subsidiaries. The
Obligor Group's amounts due from, amounts due to, and transactions with the
non-guarantor subsidiaries have not been eliminated and included intercompany
receivables from non-guarantors of $14.0 million and $11.5 million as of
December 31, 2021 and December 31, 2020, respectively.


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  Table of     Contents
Summarized Financial
Information                                                                                                Millennium
                                                                                                           (Co-Issuer
                                                                Magnum              Cedar Canada          2027, 2028 &
                                    Cedar Fair L.P.           (Co-Issuer             (Co-Issuer               2029                Guarantor
(In thousands)                          (Parent)             Subsidiary)            Subsidiary)          Guarantor 2024)       Subsidiaries (1)
Balance as of December 31, 2021
Current Assets                      $         517          $      97,221          $      96,042          $    572,865          $   1,187,211
Non-Current Assets                       (138,126)             1,647,952                540,332             2,368,737              2,145,307
Current Liabilities                       410,779              1,331,130                 29,050               227,483                 58,949
Non-Current Liabilities                   147,021                 21,274                 24,043             2,385,100                 97,803
Balance as of December 31, 2020
Current Assets                      $         421          $      33,985          $      44,465          $    464,779          $   1,044,779
Non-Current Assets                        (30,651)               995,507                528,281             2,311,502              1,820,745
Current Liabilities                       488,799                573,244                 18,235               200,107                 40,412
Non-Current Liabilities                   146,106                 44,778                461,903             2,370,939                 91,835




Summarized Statement of
Operations
                                                                                                         Millennium
                                                              Magnum              Cedar Canada         (Co-Issuer 2027           Guarantor
                                      Cedar Fair            (Co-Issuer             (Co-Issuer              & 2029              Subsidiaries
(In thousands)                      L.P. (Parent)          Subsidiary)            Subsidiary)          Guarantor 2024)              (1)
Year Ended December 31, 2021
Net revenues                        $    35,908          $     363,340          $      75,353          $  1,449,022          $      344,778
Operating income (loss)                  31,808               (156,079)                12,545               136,844                 124,405
Net (loss) income                       (46,741)               (34,647)                 1,967                     -                  62,586

Year Ended December 31, 2020
Net revenues                        $         -          $         102          $         440          $    510,077          $      150,439
Operating (loss) income                (198,769)              (322,420)               (37,655)              109,688                (121,437)
Net loss                               (588,690)              (359,984)               (54,046)                    -                (149,704)



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

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