What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-08 compared with 2024-11-06 · 261 added, 344 removed, 521 unchanged (54% of the section changed)

3 unchanged sentences

(In thousands)

September 29, 2024 December 31, 2023 September 24, 2023

March 30, 2025 December 31, 2024 March 31, 2024

Current assets:

2 unchanged sentences

Inventories 84,634 71,104 52,351

Prepaid insurance 19,799 19,333 10,496

Other current assets 67,284 61,398 30,682

21 unchanged sentences

Lease liabilities 229,182 230,443 68,626

NCI call option liability 298,614 290,390 —

Other liabilities 133,312 133,672 9,393

10 unchanged sentences

General partner — — ( 7 )

Limited partners, 51,013 and 51,017 units outstanding as of December 31, 2023 and September 24, 2023, respectively

Limited partners, 51,252 units outstanding as of March 31, 2024

— — ( 751,215 )

Six Flags Entertainment Corporation Stockholders' Equity:

Common stock, 100,275 shares outstanding as of September 29, 2024

Six Flags Entertainment Corporation Shareholders' Equity:

Common stock, 101,074 and 100,350 shares outstanding as of March 30, 2025 and December 31, 2024, respectively

1,010 1,004 —

Additional paid-in-capital 2,209,825 2,207,410 —

Retained earnings 110,966 — —

Accumulated other comprehensive income 13,962 14,701 15,021

Accumulated deficit ( 383,989 ) ( 164,271 ) —

Accumulated other comprehensive income (loss) 6,934 ( 2,280 ) 15,013

1,833,780 2,041,863 ( 730,919 )

2 unchanged sentences

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share and per unit amounts)

Three months ended Nine months ended

September 29, 2024 September 24, 2023 September 29, 2024 September 24, 2023

Three months ended

March 30, 2025 March 31, 2024

Net revenues:

9 unchanged sentences

Loss on retirement of fixed assets, net 8,098 2,614

Loss on impairment of goodwill 42,462 — 42,462 —

Loss on other assets 791 —

523,084 227,899

Operating income 262,510 306,625 259,425 277,349

Operating loss ( 321,027 ) ( 126,284 )

Interest expense, net 87,035 34,336

Loss on early debt extinguishment 2,063 — 7,974 —

Other (income) expense, net ( 1,584 ) 5,263

Income before taxes 178,806 266,167 88,686 174,758

Provision for taxes 43,341 50,673 31,135 40,246

Net income 135,465 215,494 57,551 134,512

Net income attributable to non-controlling interests 24,499 — 24,499 —

Net income attributable to Six Flags Entertainment Corporation $ 110,966 $ 215,494 $ 33,052 $ 134,512

Net income $ 135,465 $ 215,494 $ 57,551 $ 134,512

Loss before taxes ( 406,478 ) ( 165,883 )

Benefit for taxes ( 186,760 ) ( 32,416 )

Net loss ( 219,718 ) ( 133,467 )

Net loss attributable to non-controlling interests — —

Net loss attributable to Six Flags Entertainment Corporation $ ( 219,718 ) $ ( 133,467 )

Net loss $ ( 219,718 ) $ ( 133,467 )

Other comprehensive income, (net of tax):

1 unchanged sentence

Defined benefit retirement plan 176 —

Other comprehensive (loss) income, (net of tax) ( 723 ) 584 ( 739 ) ( 588 )

Comprehensive income 134,742 216,078 56,812 133,924

Comprehensive income attributable to non-controlling interests 24,499 — 24,499 —

Comprehensive income attributable to Six Flags Entertainment Corporation $ 110,243 $ 216,078 $ 32,313 $ 133,924

Weighted average common shares / LP units outstanding (See Note 11 )

Other comprehensive income, (net of tax) 9,214 312

Comprehensive loss ( 210,504 ) ( 133,155 )

Comprehensive loss attributable to non-controlling interests — —

Comprehensive loss attributable to Six Flags Entertainment Corporation $ ( 210,504 ) $ ( 133,155 )

Weighted average shares of common stock / LP units outstanding (See Note 10 )

Basic 100,094 50,667

Diluted 100,094 50,667

Income attributable to Six Flags Entertainment Corporation per average common share / LP unit outstanding ( See N ote 1 1 )

Net income per common share / LP unit - basic $ 1.11 $ 4.25 $ 0.49 $ 2.63

Net income per common share / LP unit - diluted $ 1.10 $ 4.21 $ 0.49 $ 2.61

Loss attributable to Six Flags Entertainment Corporation per share of common stock / LP unit outstanding (See Note 10 )

Net loss per share of common stock / LP unit - basic $ ( 2.20 ) $ ( 2.63 )

Net loss per share of common stock / LP unit - diluted $ ( 2.20 ) $ ( 2.63 )

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share and per unit amounts)

For the three months ended Common Shares Outstanding Limited Partnership Units Outstanding Common Stock Additional Paid-in-Capital Retained Earnings Limited Partners’ Deficit General Partner’s Deficit Special L.P.

Interests Accumulated Other Comprehensive Income (Loss) Total Equity

Balance as of June 25, 2023 — 51,330 $ — $ — $ — $ ( 782,377 ) $ ( 8 ) $ 5,290 $ 14,437 $ ( 762,658 )

Net income attributable to Six Flags Entertainment Corporation — — — — — 215,492 2 — — 215,494

Repurchase of limited partnership units — ( 315 ) — — — ( 12,038 ) — — — ( 12,038 )

Partnership distribution declared ($ 0.300 per unit)

— — — — — ( 15,305 ) — — — ( 15,305 )

Equity-based compensation — 2 — — — 8,154 — — — 8,154

Foreign currency translation adjustment,

net of tax $ 637

— — — — — — — — 584 584

Balance as of September 24, 2023 — 51,017 $ — $ — $ — $ ( 586,074 ) $ ( 6 ) $ 5,290 $ 15,021 $ ( 565,769 )

Balance as of June 30, 2024 — 51,243 $ — $ — $ — $ ( 702,046 ) $ ( 7 ) $ 5,290 $ 14,685 $ ( 682,078 )

Net income attributable to Six Flags Entertainment Corporation — — — — 110,966 — — — — 110,966

Equity-based compensation 40 7 — 35,439 — — — — — 35,439

Foreign currency translation adjustment,

net of tax $( 143 )

— — — — — — — — ( 1,060 ) ( 1,060 )

Defined benefit retirement plan, net of tax $( 113 )

— — — — — — — — 337 337

Effect of Mergers 48,922 — 489 2,550,736 — — — — — 2,551,225

LP conversion to corporation 51,313 ( 51,250 ) 514 ( 370,528 ) — 702,046 7 ( 5,290 ) — 326,749

Balance as of September 29, 2024 100,275 — $ 1,003 $ 2,215,647 $ 110,966 $ — $ — $ — $ 13,962 $ 2,341,578

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

SIX FLAGS ENTERTAINMENT CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per unit amounts)

For the nine months ended Common Shares Outstanding Limited Partnership Units Outstanding Common Stock Additional Paid-in-Capital Retained Earnings Limited Partners’ Deficit General Partner’s Deficit Special L.P.

For the three months ended Shares of Common Stock Outstanding Limited Partnership Units Outstanding Common Stock Additional Paid-in-Capital Accumulated Deficit Limited Partners’ Deficit General Partner’s Deficit Special L.P.

Interests Accumulated Other Comprehensive Income (Loss) Total Equity

Balance as of December 31, 2023 — 51,013 $ — $ — $ — $ ( 602,947 ) $ ( 6 ) $ 5,290 $ 14,701 $ ( 582,962 )

Net income attributable to Six Flags Entertainment Corporation — — — — — 134,511 1 — — 134,512

Repurchase of limited partnership units — ( 1,735 ) — — — ( 74,534 ) ( 3 ) — — ( 74,537 )

Net loss attributable to Six Flags Entertainment Corporation — — — — — ( 133,466 ) ( 1 ) — — ( 133,467 )

Partnership distribution declared ($ 0.300 per unit)

4 unchanged sentences

— — — — — — — — 312 312

Balance as of September 24, 2023 — 51,017 $ — $ — $ — $ ( 586,074 ) $ ( 6 ) $ 5,290 $ 15,021 $ ( 565,769 )

Balance as of March 31, 2024 — 51,252 $ — $ — $ — $ ( 751,215 ) $ ( 7 ) $ 5,290 $ 15,013 $ ( 730,919 )

Balance as of December 31, 2024 100,350 — $ 1,004 $ 2,207,410 $ ( 164,271 ) $ — $ — $ — $ ( 2,280 ) $ 2,041,863

Net income attributable to Six Flags Entertainment Corporation — — — — 110,966 ( 77,913 ) ( 1 ) — — 33,052

Partnership distribution declared ($ 0.600 per unit)

— — — — — ( 30,764 ) — — — ( 30,764 )

Net loss attributable to Six Flags Entertainment Corporation — — — — ( 219,718 ) — — — — ( 219,718 )

Equity-based compensation 724 — 6 2,415 — — — — — 2,421

Tax effect of units involved in treasury unit transactions — — — — — ( 152 ) — — — ( 152 )

Foreign currency translation adjustment, net of tax $ 987

— — — — — — — — ( 1,076 ) ( 1,076 )

Foreign currency translation adjustment — — — — — — — — 9,038 9,038

Defined benefit retirement plan, net of tax $( 58 )

— — — — — — — — 176 176

Effect of Mergers 48,922 — 489 2,550,736 — — — — — 2,551,225

LP conversion to corporation 51,313 ( 51,250 ) 514 ( 370,528 ) — 702,046 7 ( 5,290 ) — 326,749

Balance as of September 29, 2024 100,275 — $ 1,003 $ 2,215,647 $ 110,966 $ — $ — $ — $ 13,962 $ 2,341,578

Balance as of March 30, 2025 101,074 — $ 1,010 $ 2,209,825 $ ( 383,989 ) $ — $ — $ — $ 6,934 $ 1,833,780

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

2 unchanged sentences

(In thousands)

Nine months ended

September 29, 2024 September 24, 2023

CASH FLOWS FROM OPERATING ACTIVITIES

Net income $ 57,551 $ 134,512

Adjustments to reconcile net income to net cash from operating activities:

Three months ended

March 30, 2025 March 31, 2024

CASH FLOWS FOR OPERATING ACTIVITIES

Net loss $ ( 219,718 ) $ ( 133,467 )

Adjustments to reconcile net loss to net cash for operating activities:

Depreciation and amortization 102,330 10,312

Loss on early debt extinguishment 7,974 —

Loss on impairment of goodwill 42,462 —

Non-cash foreign currency loss (gain) on USD notes 5,821 ( 1,950 )

Non-cash foreign currency (gain) loss on USD notes ( 1,332 ) 5,227

Non-cash equity based compensation expense 17,076 5,284

12 unchanged sentences

Increase (decrease) in other liabilities 4,444 2,627

Net cash from operating activities 405,983 330,018

Net cash for operating activities ( 178,036 ) ( 110,610 )

CASH FLOWS FOR INVESTING ACTIVITIES

Capital expenditures ( 139,932 ) ( 57,086 )

Mergers, net of cash acquired ( 151,085 ) —

Net cash for investing activities ( 139,932 ) ( 57,086 )

CASH FLOWS FOR FINANCING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Net borrowings on revolving credit loans 310,668 158,000

Term debt borrowings 1,000,000 —

Note payments ( 1,056,867 ) —

Repurchase of limited partnership units — ( 74,537 )

Distributions paid to partners — ( 15,313 )

Payment of debt issuance costs ( 34,679 ) ( 2,643 )

Payments related to tax withholding for equity compensation ( 14,380 ) ( 4,653 )

Distributions to non-controlling interests ( 24,499 ) —

Other 137 ( 120 )

Net cash for financing activities ( 1,166 ) ( 126,575 )

Net cash from financing activities 296,425 137,914

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 119 ) ( 578 )

CASH AND CASH EQUIVALENTS

Net increase for the period 24,217 33,205

Net decrease for the period ( 21,662 ) ( 30,360 )

Balance, beginning of period 83,174 65,488

15 unchanged sentences

Income and Partnership Taxes

Partners' Equity

Pension Benefits

1 unchanged sentence

Fair Value Measurements

Subsequent Event

SIX FLAGS ENTERTAINMENT CORPORATION

1 unchanged sentence

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of the Combined Company.

The Mergers are accounted for as a business combination under Accounting Standards Codification 805, Business Combinations , using the acquisition method of accounting, and Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.

Accordingly, financial results and disclosures referring to periods prior to the Closing Date include only Former Cedar Fair's results before giving effect to the Mergers, including the financial statements as of December 31, 2023 and September 24, 2023 and for the three and nine months ended September 24, 2023.

The Six Flags Merger was accounted for as a business combination under Accounting Standards Codification 805, Business Combinations , using the acquisition method of accounting, and Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.

Accordingly, financial results and disclosures referring to periods prior to the Closing Date include only Former Cedar Fair's results before giving effect to the Mergers, including the financial results and disclosures as of March 31, 2024 and for the three months ended March 31, 2024.

The results of Former Six Flags are included in the Combined Company's results from the Closing Date forward.

Accordingly, financial results and disclosures for the three months ended September 29, 2024 reflect the Combined Company's operations.

Financial results for the nine months ended September 29, 2024 reflect combined operations for only July 1, 2024, through September 29, 2024, and include only Former Cedar Fair's results before giving effect to the Mergers for the first six months of 2024.

Accordingly, financial results and disclosures as of March 30, 2025 and for the three months ended March 30, 2025 reflect the Combined Company's operations.

References to the "Combined Company" and the "Company" are to Former Cedar Fair, Former Six Flags and Copper Merger Sub after giving effect to the Mergers.

4 unchanged sentences

(1) Description of the Business and Significant Accounting Policies:

The unaudited condensed consolidated financial statements included in this Report on Form 10-Q have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2023, which were included in the Form 10-K filed by Cedar Fair on February 16, 2024.

The unaudited condensed consolidated financial statements included in this Report on Form 10-Q have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2024, which were included in the Form 10-K filed by the Combined Company on March 3, 2025.

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" or the "SEC").

9 unchanged sentences

and (c) all other costs are expensed as incurred or ratably over the entire year.

Business Combination

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 determination of fair values requires significant judgment by management.

During the measurement period, which may be up to one year from the acquisition date, adjustments to the assets acquired and liabilities assumed may be recorded with the corresponding offset to goodwill.

Upon the measurement period's conclusion or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the condensed consolidated statement of operations and comprehensive income.

Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.

Accounting Change

2 unchanged sentences

This method was deemed to be preferable to improve internal comparability, achieve better industry comparability and provide a better representation of the impact on the value of fixed assets over time.

This change in interim depreciation method led to a decrease in depreciation expense of approximately $ 19 million resulting in an increase in income from continuing operations and a tax effected impact on net income of approximately $ 14 million ($ 0.14 per share) for the three months ended September 29, 2024.

This change in interim depreciation method led to an increase in depreciation expense of approximately $ 29 million resulting in a decrease in income from continuing operations and a tax effected impact on net loss of approximately $ 21 million ($ 0.21 per share) for the three months ended March 30, 2025.

The change in interim depreciation method will have no impact on annual operating income or net income.

1 unchanged sentence

As a result of the Mergers (described in Note 2 ), the Combined Company made certain reclassification adjustments to prior period amounts where it adopted the Former Six Flags classification as opposed to the Former Cedar Fair classification.

These reclassifications had no net impact on net revenues, operating income, net income, cash flows, or total assets, liabilities and equity.

– Certain prior year supplies inventory amounts of $ 3.0 million as of December 31, 2023 and $ 3.4 million as of September 24, 2023 have been reclassified from "Inventories" to "Other current assets" in the unaudited condensed consolidated balance sheets to conform with the Combined Company presentation.

– Certain processing fees charged to customers totaling $ 13.0 million for the three months ended September 24, 2023 and $ 25.4 million for the nine months ended September 24, 2023 have been reclassified from "Accommodations, extra-charge products and other" to "Admissions" in the unaudited condensed consolidated statements of operations and comprehensive income.

In addition, the amounts were also reclassified from out-of-park revenues to in-park revenues as defined within Management's Discussion and Analysis and as disclosed within the Revenue Recognition footnote.

– Certain expenses, including credit card fees, other revenue processing fees, and park level technology and marketing costs, totaling $ 31.1 million for the three months ended September 24, 2023 and $ 68.0 million for the nine months ended September 24, 2023 have been reclassified from "Selling, general and administrative" to "Operating expenses" in the unaudited condensed consolidated statements of operations and comprehensive income.

– Interest income totaling $ 0.8 million for the three months ended September 24, 2023 and $ 1.5 million for the nine months ended September 24, 2023 have been reclassified from "Other (income) expense, net" to "Interest expense, net" in the unaudited condensed consolidated statements of operations and comprehensive income.

These reclassifications had no net impact on net revenues, operating loss, net loss, cash flows, or total assets, liabilities and equity.

– Certain prior year supplies inventory amounts of $ 3.5 million as of March 31, 2024 have been reclassified from "Inventories" to "Other current assets" in the unaudited condensed consolidated balance sheet to conform with the Combined Company presentation.

– Certain processing fees charged to customers totaling $ 1.9 million for the three months ended March 31, 2024 have been reclassified from "Accommodations, extra-charge products and other" to "Admissions" in the unaudited condensed consolidated statements of operations and comprehensive loss.

In addition, the amounts were also reclassified from out-of-park revenues to in-park revenues as defined within Management's Discussion and Analysis.

– Certain expenses, including credit card fees, other revenue processing fees, and park level technology and marketing costs, totaling $ 14.8 million for the three months ended March 31, 2024 have been reclassified from "Selling, general and administrative" to "Operating expenses" in the unaudited condensed consolidated statements of operations and comprehensive loss.

– Interest income totaling $ 0.4 million for the three months ended March 31, 2024 have been reclassified from "Other (income) expense, net" to "Interest expense, net" in the unaudited condensed consolidated statements of operations and comprehensive loss.

Contingencies

2 unchanged sentences

Putative Securities Class Action Lawsuit

During the third quarter of 2024, the Combined Company entered into a settlement agreement, subject to court approval, resolving the Putative Securities Class Action Lawsuit described below.

During the third quarter of 2024, the Combined Company entered into a settlement agreement, subject to court approval, resolving the lawsuit described below.

The Combined Company will pay $ 40.0 million to settle the claims, an amount that will be fully funded by the Combined Company’s insurance carriers.

Therefore, the Combined Company's unaudited condensed consolidated balance sheet as of September 29, 2024 included a $ 40.0 million receivable and a corresponding $ 40.0 million liability recorded within "Other accrued liabilities".

Therefore, the Combined Company's unaudited condensed consolidated balance sheet as of March 30, 2025 included a $ 40.0 million receivable and a corresponding $ 40.0 million liability recorded within "Other accrued liabilities".

The court approved the settlement agreement in January 2025.

In February 2020, two putative securities class action complaints were filed against Former Six Flags and certain of its former executive officers (collectively, the “defendants”) in the U.S.

7 unchanged sentences

On July 2, 2020, lead plaintiffs filed a consolidated complaint.

The consolidated complaint alleges, among other things, that the defendants made materially false or misleading statements or omissions regarding Former Six Flags' business, operations and growth prospects, specifically with respect to the development of its Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co.

The consolidated complaint alleged, among other things, that the defendants made materially false or misleading statements or omissions regarding Former Six Flags' business, operations and growth prospects, specifically with respect to the development of Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co.

Ltd., in violation of the federal securities laws.

The consolidated complaint seeks an unspecified amount of compensatory damages and other relief on behalf of a putative class of purchasers of Former Six Flags’ publicly traded common stock during the period between April 24, 2018 and February 19, 2020.

The consolidated complaint sought an unspecified amount of compensatory damages and other relief on behalf of a putative class of purchasers of Former Six Flags’ publicly traded common stock during the period between April 24, 2018 and February 19, 2020.

On August 3, 2020, defendants filed a motion to dismiss the consolidated complaint.

6 unchanged sentences

On March 7, 2023, the district court entered a scheduling order governing pre-trial proceedings.

April 18, 2023, Oklahoma Firefighters filed a motion for leave to file an amended complaint that would add a new named plaintiff, remove former Co-Lead Plaintiff Electrical Workers Pension Fund Local 103 I.B.E.W., and modify the case caption.

On April 18, 2023, Oklahoma Firefighters filed a motion for leave to file an amended complaint that would add a new named plaintiff, remove former Co-Lead Plaintiff Electrical Workers Pension Fund Local 103 I.B.E.W., and modify the case caption.

On May 2, 2023, defendants filed an opposition to that motion and a motion for judgment on the pleadings.

7 unchanged sentences

On September 23, 2024, the District Court granted the plaintiffs’ motion for preliminary approval of the settlement and scheduled a final fairness hearing for January 25, 2025.

On January 28, 2025, the District Court entered its order and judgement of final approval of the settlement agreement.

Securities and Exchange Commission Investigation

The Securities and Exchange Commission is conducting an investigation into Former Six Flags' disclosures and reporting made in 2018 through February 2020 related to its business, operations and growth prospects of its Six Flags branded parks in China and the financial health of its former business partner, Riverside Investment Group Co.

Former Six Flags received a document subpoena in February 2020 and subsequently certain current and former executives received subpoenas in connection with this matter and they continue to provide responsive information.

The involved parties are fully cooperating and are committed to continuing to cooperate fully with the SEC in this matter.

The length, scope or results of the investigation, or the impact, of the investigation on results of operations, business or financial condition cannot be predicted.

Self-Insurance Reserves

As disclosed in the Form 10-K filed by Former Cedar Fair on February 16, 2024, the Combined Company records self-insurance reserves for the estimated amount of guest and employee claims and related expenses incurred each period.

During the third quarter of 2024, an actuarial analysis of Former Cedar Fair's self-insurance reserves resulted in a change in estimate that increased the incurred but not reported ("IBNR") reserves related to these self-insurance reserves by $ 14.9 million, which was recorded within "Operating expenses" in the unaudited condensed consolidated statements of operations and comprehensive income.

The increase was driven by an observed pattern of increasing litigation and settlement costs.

New Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 requires the disclosure of incremental segment information on an annual and interim basis, including the disclosure of significant segment expense categories.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

Management is in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.

In December 2023, the FASB issued Accounting Standards Update No.

The Securities and Exchange Commission conducted an investigation into Former Six Flags' disclosures and reporting made in 2018 through February 2020 related to its business, operations and growth prospects of its Six Flags branded parks in China and the financial health of its former business partner, Riverside Investment Group Co.

Former Six Flags received a document subpoena in February 2020 and subsequently certain current and former executives received subpoenas in connection with this matter.

The investigation was concluded by the Securities and Exchange Commission during the first quarter of 2025, and no enforcement actions were recommended.

Recently Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No.

2023-09, Income Taxes (Topic 740):

4 unchanged sentences

The amendments should be applied on a prospective basis, but retrospective application is permitted.

The amendment was adopted by the Combined Company in the first quarter of 2025, and the related consolidated financial statement disclosures will be included within the annual financial statements as required.

New Accounting Pronouncements

In November 2024, the FASB issued Accounting Standards Update No.

2024-03, Income Statement - Reporting Comprehensive Income (Subtopic 220-40):

Expense Disaggregation Disclosures ("ASU 2024-03").

ASU 2024-03 requires additional information about specific expense categories in the notes to the financial statements.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026.

Early adoption is permitted.

The amendments should be applied either (1) prospectively to financial statements issued after the effective date or (2) retrospectively to all prior periods presented in the financial statements.

Management is in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.

3 unchanged sentences

The Mergers were entered into to create a leading amusement park operator with an expanded and diversified property portfolio, improved guest experience utilizing the complementary operating capabilities of Cedar Fair and Former Six Flags, and the opportunity for accelerated investment in the Cedar Fair and Former Six Flags properties with the cash flows of the Combined Company.

The Mergers have been accounted for as a business combination under Accounting Standards Codification 805, Business Combinations , using the acquisition method of accounting, and Cedar Fair has been determined to be the accounting acquirer.

Cedar Fair Exchange Ratio, as further described below), was converted into the right to receive one ( 1 ) share of common stock, par value $ 0.01 per share, of the Combined Company (the “Combined Company Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $ 0.025 per share of Former Six Flags (the “Six Flags Common Stock”) (excluding any (a) shares of Six Flags Common Stock held in treasury of Former Six Flags and (b) restricted shares of Former Six Flags, which were converted into restricted shares of Combined Company Common Stock based on the Former Six Flags Exchange Ratio, as further described below), was converted into the right to receive 0.5800 shares of Combined Company Common Stock (the “Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest.

The Six Flags Merger has been accounted for as a business combination under Accounting Standards Codification 805, Business Combinations , using the acquisition method of accounting, and Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.

Upon completion of the Mergers, subject to certain exceptions, (i) each issued and outstanding unit of limited partnership interest in Cedar Fair, including limited partnership interests underlying depositary units representing limited partnership interests on deposit (each a “Cedar Fair Unit” and collectively, the “Cedar Fair Units”) (excluding any (a) units held in the treasury of Cedar Fair or owned by Cedar Fair Management, Inc., the former general partner of Cedar Fair (“Cedar Fair General Partner”) and (b) restricted units of Cedar Fair, which were converted into restricted shares of Combined Company Common Stock based on the Cedar Fair Exchange Ratio, as further described below), was converted into the right to receive one ( 1 ) share of common stock, par value $ 0.01 per share, of the Combined Company (the “Combined Company Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $ 0.025 per share of Former Six Flags (the “Six Flags Common Stock”) (excluding any (a) shares of Six Flags Common Stock held in treasury of Former Six Flags and (b) restricted shares of Former Six Flags, which were converted into restricted shares of the Combined Company Common Stock based on the Former Six Flags Exchange Ratio, as further described below), was converted into the right to receive 0.5800 shares of Combined Company Common Stock (the “Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest.

Following the close of the transaction, the holders of the Cedar Fair Units immediately prior to the closing owned approximately 51.2 % of the outstanding shares of the Combined Company Common Stock and the holders of the Six Flags Common Stock immediately prior to the closing owned approximately 48.8 % of the outstanding shares of the Combined Company Common Stock.

2 unchanged sentences

The following table illustrates the computation of the preliminary estimated fair value of consideration transferred.

As part of the Mergers, Cedar Fair paid $ 205.2 million of outstanding borrowings under Former Six Flags' revolving credit facility, inclusive of interest and fees, and paid the $ 128.2 million Former Six Flags Special Dividend, which is further described below.

(In thousands) Consideration

13 unchanged sentences

The following table summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed in the Mergers:

(In thousands) Estimated Fair Value

(In thousands) Preliminary Allocation Measurement Period Adjustments Adjusted Allocation

Receivables $ 84,853 $ 2,388 $ 87,241

22 unchanged sentences

Fair Value of Net Assets Acquired $ 3,247,326 $ — $ 3,247,326

The preliminary purchase price allocation is subject to any subsequent valuation adjustments within the measurement period.

As of March 30, 2025, the Combined Company recorded a cumulative net measurement period adjustment that increased goodwill by $ 526.0 million.

The measurement period adjustments were recorded to better reflect facts and circumstances that existed as of the Closing Date of the Mergers.

The property and equipment adjustment, along with the related adjustment to deferred tax liabilities, was due to subsequent valuation adjustments.

The purchase price allocation is subject to any further subsequent valuation adjustments within the measurement period.

Management has not finalized the fair values of assets acquired and liabilities assumed.

The estimated fair values of certain assets and liabilities including, but not limited to, property and equipment, the Six Flags trade name, self-insurance reserves, contingencies and deferred taxes require judgment and assumptions that increase the likelihood that adjustments may be made to these estimates during the measurement period, and those adjustments could be material.

The estimated fair values of certain assets and liabilities including, but not limited to, property and equipment, the Six Flags trade name, self-insurance reserves,

contingencies and deferred taxes require judgment and assumptions that increase the likelihood that adjustments may be made to these estimates during the measurement period, and those adjustments could be material.

Goodwill is primarily attributable to expected synergies from combining the operations of Former Cedar Fair and Former Six Flags, as well as intangible assets that do not qualify for separate recognition.

The majority of Goodwill is not deductible for tax purposes.

Goodwill has been allocated to the Company's single reportable segment.

Goodwill has been allocated based on the business enterprise values of each of the Former Six Flags properties.

The fair values of assets acquired includes accounts receivable of $ 87.2 million that are not purchased financial assets with credit deterioration.

The Combined Company did not recognize an allowance with a corresponding credit loss expense for the acquired receivables during the period ended September 29, 2024.

The Combined Company did not recognize an allowance with a corresponding credit loss expense for the acquired receivables.

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.

Former Six Flags contributed net revenues of $ 558.0 million and net income of $ 27.5 million to the Combined Company from the Closing Date, July 1, 2024, through September 29, 2024.

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if the Mergers had occurred as of January 1, 2023, prepared in accordance with ASC 805.

Former Six Flags contributed net revenues of $ 111.0 million and net loss of $ 133.6 million to the Combined Company for the three months ended March 30, 2025.

The following unaudited pro forma financial information presents combined results of operations for the three months ended March 31, 2024, as if the Mergers had occurred as of January 1, 2023, prepared in accordance with ASC 805.

The information below reflects pro forma adjustments based on available information and certain assumptions that management believes are factual and supportable.

The unaudited pro forma information includes adjustments primarily related to stock-based compensation expense, interest expense for transaction financing, amortization of deferred assets and liabilities, and depreciation of property, plant and equipment acquired, along with the consequential tax effects, and accounting policy alignments.

The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the Mergers actually occurred as of January 1, 2023, or of the results of future operations of the combined business.

Pro Forma (Unaudited)

Three Months Ended Nine Months Ended

(In thousands) September 29, 2024 September 24, 2023 September 29, 2024 September 24, 2023

Net revenues $ 1,348,385 $ 1,392,282 $ 2,597,662 $ 2,567,482

Net income (loss) $ 135,465 $ 262,284 $ ( 132,269 ) $ ( 62,361 )

During the three and nine months ended September 29, 2024, $ 55.5 million and $ 69.2 million, respectively, of merger transaction related costs were incurred.

During the three and nine months ended September 24, 2023, $ 5.0 million of merger transaction related costs were incurred.

These amounts included third-party legal and consulting costs related to the transaction and were recorded within "Selling, general and administrative" in the unaudited condensed consolidated statement of operations and comprehensive income.

The unaudited pro forma information is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the Mergers actually occurred as of January 1, 2023, or of the results of future operations of the combined business.

On an unaudited pro forma basis, combined net revenues totaled $ 234.9 million and combined net loss totaled $ 236.3 million for the three months ended March 31, 2024.

During the three months ended March 31, 2024, $ 6.4 million of merger transaction related costs were incurred.

These amounts primarily included third-party legal and consulting costs related to the transaction and were recorded within "Selling, general and administrative" in the unaudited condensed consolidated statement of operations and comprehensive loss.

Special Dividend

1 unchanged sentence

The payment of the Special Dividend was completed on or about July 8, 2024 and was included in Merger Consideration.

Treatment of Equity Awards and Treasury Stock

At the time the Cedar Fair First Merger became effective (the “Cedar Fair First Merger Effective Time”), each outstanding Cedar Fair equity award (other than each Cedar Fair deferred unit) was converted into a corresponding award relating to shares of Combined Company Common Stock, with the number of shares of Combined Company Common Stock subject to such converted award based on the Cedar Fair Exchange Ratio.

The converted Cedar Fair equity awards remain outstanding and subject to the same terms and conditions applied under the Cedar Fair 2016 Omnibus Incentive Plan and the applicable award agreements immediately prior to the Cedar Fair First Merger Effective Time, including vesting protections for qualifying terminations that occur within a period of 24 months following the closing of the Mergers.

Cedar Fair Performance Units were converted based on the higher of target performance and actual performance or, in the case of awards (or portion thereof) related to any performance period that would have begun after the Closing Effective Time, were converted based on target performance and will not be subject to future performance-based vesting conditions (but remain subject to service-based vesting conditions).

Any outstanding Cedar Fair Deferred Units were settled at the First Cedar Fair Merger Effective Time in either cash or shares of Combined Company Common Stock in accordance with such terms.

Each Cedar Fair Unit held (i) in the treasury of Cedar Fair or (ii) by the Cedar Fair General Partner, in each case, immediately prior to the Cedar Fair First Merger Effective Time, was canceled and retired and ceases to exist, and no consideration was delivered in exchange therefor.

At the Closing Effective Time, generally and other than as provided in certain employment agreements entered into in connection with the Mergers, each Former Six Flags equity award was converted into a corresponding award relating to shares of Combined Company Common Stock, with the number of shares of Combined Company Common Stock subject to such converted award based on the Six Flags Exchange Ratio.

The converted Former Six Flags equity awards remain outstanding and subject to the same terms and conditions as applied under the Former Six Flags Long Term Incentive Plan and the applicable award agreements immediately prior to the Closing Effective Time (except that (i) performance-based awards were converted based on the higher of target and actual performance and will not be subject to future performance-based vesting conditions (but remain subject to service-based vesting conditions) and (ii) all converted awards are subject to vesting protections for qualifying terminations that occur within a period of 24 months following the Closing).

Any Former Six Flags Deferred Share Unit Awards were settled at the time of the Closing Effective Time in shares of Combined Company Common Stock based on the Six Flags Exchange Ratio.

Former Six Flags equity awards were eligible for payment of the Special Dividend;

provided, that such amount will not be paid until such time as the underlying Former Six Flags equity award, as converted, becomes vested or settled pursuant to its terms (if at all).

Each share of Six Flags Common Stock held in the treasury of Six Flags immediately prior to the Closing Effective Time, was canceled and retired and ceases to exist, and no consideration was delivered in exchange therefor.

2024 Omnibus Incentive Plan

The 2024 Omnibus Incentive Plan was adopted by CopperSteel HoldCo, Inc.

and approved by CopperSteel HoldCo, Inc.'s stockholders prior to the Mergers, and is effective as of the Closing Date.

The 2024 Omnibus Incentive Plan allows the Combined Company to award up to 8.0 million shares of Combined Company Common Stock as an element of compensation to any employee, officer, non-employee director, or consultant at the discretion of the People, Culture & Compensation Committee (the "Compensation Committee") of the Board of Directors.

The types of awards available under the 2024 Omnibus Incentive Plan include stock options, stock appreciation rights, restricted stock awards, restricted stock units (including performance units), other awards and dividend equivalent rights.

Outstanding awards under the Cedar Fair 2016 Omnibus Incentive Plan and the Former Six Flags Long Term Incentive Plan continue to be in effect and are governed by the terms of those plans, but no new awards may be issued under either legacy plan.

The Compensation Committee approved certain awards of performance stock units ("PSUs") on August 20, 2024 under the 2024 Omnibus Incentive Plan.

Each PSU represents a contingent right to receive one share of Combined Company Common Stock.

Based on actual results, each executive will be eligible to receive between 0 % and 200 % of the target number of PSUs.

The PSUs will be eligible to vest based on the attainment of specified Adjusted EBITDA performance goals by the Combined Company during the applicable performance period, which ends December 31, 2026, and subject to each executives' continued employment with the Combined Company through the determination date following the performance period.

(3) Revenue Recognition:

Revenues are generated from sales of (1) admission to 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.

As disclosed within the consolidated statements of operations and comprehensive loss, revenues are generated from sales of (1) admission to 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 the parks, including parking fees, and online transaction fees charged to customers.

Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, 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 results for the three and nine months ended September 29, 2024 include the results of the acquired Former Six Flags operations since the Closing Date of the Mergers (see Note 2 ).

Certain prior period amounts have been reclassified from out-of-park revenues to in-park revenues following completion of the Mergers (see Note 1 .

Reclassifications ).

Three months ended Nine months ended

(In thousands) September 29, 2024 September 24, 2023 September 29, 2024 September 24, 2023

In-park revenues $ 1,284,875 $ 779,532 $ 1,894,766 $ 1,314,723

Out-of-park revenues 102,265 85,995 184,623 155,366

Concessionaire remittance ( 38,755 ) ( 23,518 ) ( 57,773 ) ( 42,544 )

Net revenues $ 1,348,385 $ 842,009 $ 2,021,616 $ 1,427,545

Due to the Combined Company's seasonal operations, a substantial portion of its revenues are generated from Memorial Day through Labor Day.

8 unchanged sentences

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 after the peak summer and important fall seasons.

Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest at the end of the operating season.

Season-long products, including memberships, represent most of the deferred revenue balance in any given period.

Of the $ 302.3 million of current deferred revenue recorded as of January 1, 2025, 90 % was related to season-long products.

The remainder was related to deferred online transaction fees charged to customers, advanced resort reservations, advanced ticket sales, prepaid games cards, marina deposits and other deferred revenue.

Approximately $ 151 million of the current deferred revenue balance as of January 1, 2024 was recognized during the nine months ended September 29, 2024.

As of September 29, 2024 and September 24, 2023, $ 28.3 million and $ 22.0 million of non-current deferred revenue was recorded, respectively.

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.

The number of uses expected outside of the next twelve months for each type of product is estimated, and the related deferred revenue is classified as non-current within "Other Liabilities" in the unaudited condensed consolidated balance sheets.

As of September 29, 2024 and September 24, 2023, $ 21.9 million and $ 13.6 million was recorded, respectively, related to the non-current portion of season-long products purchased for the subsequent operating season.

The remaining non-current deferred revenue balances in the periods primarily represented prepaid lease payments for a portion of the California's Great America parking lot.

The prepaid lease payments will be recognized through 2027, or through the sale-leaseback period for the land under California's Great America.

The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, prepaid games cards and gift cards, sponsorships, advanced resort reservations and other deferred revenue.

Approximately $ 31 million of the current deferred revenue balance as of January 1, 2025 was recognized during the three months ended March 30, 2025.

As of March 30, 2025 and March 31, 2024, $ 5.5 million and $ 7.5 million of non-current deferred revenue was recorded, respectively, which primarily represented prepaid lease payments for a portion of the California's Great America parking lot.

The prepaid lease payments are being recognized through 2027, or through the sale-leaseback period for the land under California's Great America.

Payment is due immediately on the transaction date for most products.

4 unchanged sentences

The Combined Company is not exposed to a significant concentration of customer credit risk.

As of September 29, 2024, December 31, 2023 and September 24, 2023, a $ 25.3 million, $ 6.3 million and $ 18.3 million allowance for doubtful accounts was recorded, respectively, representing estimated defaults on installment purchase plans.

As of March 30, 2025, December 31, 2024 and March 31, 2024, a $ 11.2 million, $ 9.3 million and $ 9.2 million allowance for doubtful accounts was recorded, respectively, representing estimated defaults on installment purchase plans.

The default estimate is calculated using historical default rates adjusted for current period trends.

1 unchanged sentence

(4) Long-Lived Assets:

As of September 29, 2024, December 31, 2023, and September 24, 2023, property and equipment was classified as following:

(In thousands) September 29, 2024 December 31, 2023 September 24, 2023

As of March 30, 2025, December 31, 2024, and March 31, 2024, property and equipment was classified as following:

(In thousands) March 30, 2025 December 31, 2024 March 31, 2024

Land $ 803,228 $ 802,984 $ 287,102

6 unchanged sentences

Property and equipment, net $ 4,347,871 $ 4,296,955 $ 1,683,576

Property and equipment, net as of September 29, 2024 included $ 3.4 billion of Former Six Flags assets acquired on July 1, 2024 (see Note 2 ).

Property and equipment, net as of March 30, 2025 included $ 2.7 billion of Former Six Flags assets acquired on July 1, 2024 (see Note 2 ).

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.

9 unchanged sentences

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.

During the third quarter of 2024, management tested the Schlitterbahn Waterpark & Resort New Braunfels and the Schlitterbahn Waterpark Galveston ("Schlitterbahn") long-lived assets for impairment due to a decline in estimated future cash flows as a result of shifting priorities following the Mergers.

The analysis resulted in no impairment.

Except for those losses on disposals or retirements of fixed assets recorded in the ordinary course of business, management concluded no other indicators of impairment of long-lived assets existed during the first nine months of 2024 and the first nine months of 2023.

Except for those losses on disposals or retirements of fixed assets recorded in the ordinary course of business, management concluded no indicators of impairment of long-lived assets existed during the first three months of 2025 and the first three months of 2024.

Management's conclusions were based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

1 unchanged sentence

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 third quarter of 2024, management tested the Schlitterbahn trade name and Schlitterbahn reporting unit's fair value due to a decline in estimated future cash flows as a result of shifting investment priorities at those locations following the Mergers.

Management concluded the estimated fair value of goodwill at the Schlitterbahn reporting unit no longer exceeded its carrying value.

Therefore, a $ 42.5 million impairment of the goodwill at the Schlitterbahn reporting unit was recorded during the third quarter of 2024.

The impairment charge was equal to the amount by

which the carrying amount exceeded the fair value and was recorded in "Loss on impairment of goodwill" within the unaudited condensed consolidated statements of operations and comprehensive income.

The trade name was deemed not to be impaired.

Management concluded no other indicators of impairment existed during the first nine months of 2024, and no indicators of impairment existed during the first nine months of 2023.

Management concluded no indicators of impairment existed during the first three months of 2025, and no indicators of impairment existed during the first three months of 2024.

Management's conclusions were based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.

The goodwill acquired in the Mergers has been allocated to the following reporting units:

Six Flags Fiesta Texas, Six Flags Great Adventure (including Six Flags Hurricane Harbor New Jersey and Wild Safari Adventure), Six Flags Great America (including Six Flags Hurricane Harbor Chicago), Six Flags Magic Mountain (including Six Flags Hurricane Harbor Los Angeles), Six Flags Mexico (including Six Flags Hurricane Harbor Oaxtepec), Six Flags New England, Six Flags Over Georgia (including Six Flags White Water), and Six Flags Over Texas (including Six Flags Hurricane Harbor Arlington).

These reporting units' fair value exceeded their carrying values by less than 10% upon allocation.

If future operating results do not meet expectations, the goodwill assigned to these reporting units may become impaired.

The fair value of reporting units is established using a combination of an income (discounted cash flow) approach and market approach.

9 unchanged sentences

Actual results could materially differ from these estimates.

Changes in the carrying value of goodwill for the nine months ended September 29, 2024 and September 24, 2023 were:

Changes in the carrying value of goodwill for the three months ended March 30, 2025 and March 31, 2024 were:

(In thousands) Gross Goodwill Accumulated Impairment Losses Net Goodwill

Balance as of December 31, 2024 $ 3,512,782 $ ( 216,259 ) $ 3,296,523

Mergers ( Not e 2 )

Mergers ( Note 2 )

( 39 ) — ( 39 )

Impairment — ( 42,462 ) ( 42,462 )

Foreign currency translation 6,867 — 6,867

Balance as of September 29, 2024 $ 3,002,368 $ ( 216,259 ) $ 2,786,109

Balance as of March 30, 2025 $ 3,519,610 $ ( 216,259 ) $ 3,303,351

Balance as of December 31, 2023 $ 438,422 $ ( 173,797 ) $ 264,625

Foreign currency translation ( 1,443 ) — ( 1,443 )

Balance as of September 24, 2023 $ 437,354 $ ( 173,797 ) $ 263,557

As of September 29, 2024, December 31, 2023, and September 24, 2023, other intangible assets consisted of the following:

Balance as of March 31, 2024 $ 436,979 $ ( 173,797 ) $ 263,182

As of March 30, 2025, December 31, 2024, and March 31, 2024, other intangible assets consisted of the following:

(In thousands) Gross

1 unchanged sentence

Amortization Net

September 29, 2024

March 30, 2025

Other intangible assets:

9 unchanged sentences

Total other intangible assets $ 899,011 $ ( 1,177 ) $ 897,834

September 24, 2023

March 31, 2024

Other intangible assets:

3 unchanged sentences

Total other intangible assets $ 49,933 $ ( 1,137 ) $ 48,796

Other intangible assets as of September 29, 2024 included $ 850.0 million for the Six Flags trade name acquired on July 1, 2024 (see Note 2 ).

(1) Other intangible assets as of March 30, 2025 and December 31, 2024 included $ 850.0 million for the Six Flags trade name acquired on July 1, 2024 (see Note 2 ).

The Six Flags trade name is an indefinite-lived intangible asset.

3 unchanged sentences

(6) Long-Term Debt:

Long-term debt as of September 29, 2024, December 31, 2023, and September 24, 2023 consisted of the following:

(In thousands) September 29, 2024 December 31, 2023 September 24, 2023

Revolving credit facility averaging 7.8 % YTD 2024

Long-term debt as of March 30, 2025, December 31, 2024, and March 31, 2024 consisted of the following:

(In thousands) March 30, 2025 December 31, 2024 March 31, 2024

Revolving credit facility averaging 6.4 % YTD 2025, 7.4 % in 2024 and 9.1 % YTD 2024

$ 625,683 $ 315,000 $ 158,000

Term loan averaging 7.3 % YTD 2024

Term loan averaging 6.3 % YTD 2025 and 7.1 % in 2024

995,000 995,000 —

10 unchanged sentences

2025 senior secured notes at 7.000 %

200,000 200,000 —

2027 senior unsecured notes at 5.500 %

500,000 500,000 —

2031 senior unsecured notes at 7.250 %

800,000 800,000 —

2032 senior secured notes at 6.625 %

850,000 850,000 —

5,270,683 4,960,000 2,458,000

Less current portion ( 210,000 ) ( 210,000 ) —

15 unchanged sentences

Prior to the First Amendment, the then-existing revolving credit facility would have matured on February 10, 2028, subject to a springing maturity date on the date that was 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $ 200 million on such date.

There was $ 156.0 million of outstanding borrowings under the revolving credit facility as of September 29, 2024.

There was $ 625.7 million of outstanding borrowings under the revolving credit facility as of March 30, 2025.

The 2024 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit.

After letters of credit of $ 40.9 million, the Combined Company had $ 653.1 million of availability under its revolving credit facility as of September 29, 2024.

After letters of credit totaling $ 45.0 million, the Combined Company had $ 179.3 million of availability under its revolving credit facility as of March 30, 2025.

The total senior secured revolving credit facility capacity under the 2017 Credit Agreement was $ 300 million with a Canadian sub-limit of $ 15 million.

The senior secured revolving credit facility bore interest at SOFR plus 350 bps with a SOFR adjustment of 10 bps per annum and a floor of zero , required 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, and was collateralized by substantially all of the assets of the

Under the 2017 Credit Agreement, the senior secured revolving credit facility would have matured on February 10, 2028, provided that the maturity date would have been (x) January 30, 2025 if at least $ 200 million of the 2025 senior notes remained outstanding as of that date, or (y) January 14, 2027 if at least $ 200 million of the 2027 senior notes remained outstanding as of that date.

During 2022, Former Cedar Fair fully repaid the term loan facility under the 2017 Credit Agreement.

of the revolving credit facility, in each case without any step-downs, and was collateralized by substantially all of the assets of the Partnership.

Former Cedar Fair Notes

13 unchanged sentences

The redemption price was $ 1.0 billion in aggregate principal amount, plus accrued interest to the redemption date.

As a result of the May 2024 refinancing, an $ 8.0 million loss on early debt extinguishment was recognized, inclusive of the write-off of debt issuance costs and the portion of a consent payment attributable to the 2025 senior notes.

As a result of the May 2024 refinancing, an $ 8.0 million loss on early debt extinguishment was recognized during 2024, inclusive of the write-off of debt issuance costs and the portion of a consent payment attributable to the 2025 senior notes.

Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the 2027 senior notes, 2028 senior notes and 2029 senior notes (collectively, the "Cedar Fair Notes").

25 unchanged sentences

If the pro forma Total Indebtedness to Consolidated Cash Flow Ratio is less than or equal to 5.25 x, the Combined Company can make restricted payments up to its restricted payment pool so long as no default or event of default has occurred and is continuing or would occur as a consequence thereof.

The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was less than 5.25 x as of September 29, 2024.

The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was less than 5.25 x as of March 30, 2025.

On November 9, 2023, Cedar Fair entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes.

5 unchanged sentences

The Partnership Parks are not wholly owned, but the Partnership Parks are consolidated as subsidiaries in the consolidated financial statements as it has been determined that the Combined Company has the power to direct the activities of those entities that most significantly impact the entities' economic performance, and the Combined Company has the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities.

The equity interests owned by non-affiliated parties in the Partnership Parks are reflected in the unaudited condensed consolidated balance sheet as redeemable non-controlling interests.

The portion of earnings or loss attributable to non-affiliated parties in the Partnership Parks is reflected as net income attributable to non-controlling interests in the unaudited condensed consolidated statements of operations and comprehensive income.

The equity interests owned by non-affiliated parties in SFOT are reflected in the unaudited condensed consolidated balance sheet as redeemable non-controlling interests.

Following the notification of the Combined Company's intent to exercise the End-of-Term Option related to SFOG as further described below, the redeemable non-controlling interests related to SFOG were classified as a non-current liability within "NCI call option liability" on the unaudited condensed consolidated balance sheet.

Obligations related to the Partnership Parks continue until 2027, in the case of SFOG, and 2028, in the case of SFOT.

1 unchanged sentence

(i) Minimum annual distributions of approximately $ 91.1 million in 2025 (subject to cost of living adjustments) to the limited partners of the partnership entities (the "Georgia Partnership" with respect to SFOG and the "Texas Partnership" with respect to SFOT) that own the Partnership Parks.

Based on the Combined Company's ownership of units as of September 29, 2024, the Combined Company's share of the distribution will be approximately $ 39.5 million.

When combined with the minimum annual distributions incurred by Former Six Flags, the total minimum annual distributions for 2024 totaled $ 88.5 million .

Based on the Combined Company's ownership of units as of March 30, 2025, the Combined Company's share of the distribution will be approximately $ 40.7 million.

(ii) Minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6.00 % of the Partnership Parks’ revenues.

3 unchanged sentences

As the Combined Company purchases additional units, it is entitled to a proportionate increase in its share of the minimum annual distributions.

As part of the 2024 annual offering, Former Six Flags purchased 0.269 limited partnership units of the Georgia Partnership for $ 1.1 million and 0.005 units of the Texas Partnership for a nominal amount.

As part of the 2025 annual offering and in the second quarter of 2025, the Combined Company purchased 3.085 units of the Texas Partnership for $ 6.8 million and 0.250 units of the Georgia Partnership for $ 1.0 million.

The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park’s weighted average four-year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple ( 8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously offered for the units of the Partnership Parks by certain entities.

In light of the temporary suspension of operations of the parks due to the COVID-19 pandemic in March 2020, which would have caused the specified price of the limited partnership units of the Partnership Parks to decrease in 2021 and thereafter, Former Six Flags adjusted the annual offer to purchase these units to set a minimum price floor for all future purchases.

Pursuant to the new minimum price floor, the Specified Price for the Partnership Parks, if determined as of September 29, 2024, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of September 29, 2024, the Combined Company owned approximately 31.8 % and 54.1 % of the Georgia limited partner interests and Texas limited partner interests, respectively.

The remaining redeemable units of approximatel y 68.2 % and 45.9 % of the Georgia limited partner interests and Texas limited partner interests, respectively, represent a current redemption value of approximately $ 545.7 million .

The obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.

Pursuant to the minimum price floor, the implied valuation of the Partnership Parks using the Specified Price, if determined as of March 30, 2025, is $ 409.7 million in the case of SFOG and $ 527.4 million in the case of SFOT.

As of March 30, 2025, the Combined Company owned approximately 31.8 % and 54.1 % of the Georgia limited partner interests and Texas limited partner interests, respectively.

(iv) Either (a) purchasing all of the outstanding limited partnership interests in the Partnership Parks through the exercise of a call option upon the earlier of the occurrence of specified events and the end of the term of the partnership that hold the Partnership Parks in 2027 in the case of SFOG and 2028 in the case of SFOT, or (b) causing each of the partnerships that hold the Partnership Parks to have no indebtedness and to meet certain other financial tests as of the end of the term of such partnership.

In January 2027 with respect to the Georgia Partnership and in January 2028 with respect to the Texas Partnership, the Combined Company will have the option (each the "End-of-Term Option") to require the redemption of all the limited partnership units that the Combined Company does not then own in the Partnerships.

To exercise the End-of-Term Option, the Combined Company must give the Georgia Partnership notice of its exercise no later than December 31, 2024, and the Combined Company must give the Texas Partnership notice of its exercise no later than December 31, 2025.

If the End-of-Term Option is not exercised, the parties may decide to renew and extend the arrangements relating to the Partnership Parks.

Alternatively, if the End-of-Term Option is not exercised, the Partnership Park entities may be sold and the proceeds applied to redeem the outstanding interests in the Georgia Partnership and Texas Partnership, as applicable.

If the End-of-Term Option is exercised, the price offered, and required to be accepted by the holders' of the limited units that the Combined Company does not then own, is based on the agreed upon value of the partnerships included in the original agreements, multiplied by the change in the Consumer Price Index ("CPI") between the beginning and end of the agreement.

In January 2027 with respect to the Georgia Partnership and in January 2028 with respect to the Texas Partnership, the Combined Company will have the option (each an "End-of-Term Option") to require the redemption of all the limited partnership units that the Combined Company does not then own in the Partnerships.

On December 17, 2024, the Combined Company provided notice to the Georgia Partnership of its exercise of the End-of-Term Option relating to SFOG.

In addition to the outstanding limited partnership interests, the Combined Company will acquire certain related entity general partnership and managing member interests.

To exercise the End-of-Term Option for the Texas Partnership, the Combined Company must give the Texas Partnership notice of its exercise no later than December 31, 2025.

If the End-of-Term Option is not exercised, the parties may decide to renew and extend the arrangements relating to the Texas Partnership.

Alternatively, if the End-of-Term Option is not exercised, the Texas Partnership entities may be sold and the proceeds applied to redeem the outstanding interests in the Texas Partnership.

If the End-of-Term Option is exercised, the price offered, and required to be accepted by the holders' of the limited units that the Combined Company does not then own, is based on the agreed upon value of the Texas Partnership included in the original agreements, multiplied by the change in the Consumer Price Index ("CPI") between the beginning and end of the agreement.

The decision to exercise, or not exercise, the End-of-Term Option for SFOT will ultimately be made based on numerous factors, including prevailing macro-economic and industry conditions and the cost and availability of financing to fund the purchase.

The agreements for the Georgia Partnership and Texas Partnership began in 1997 and 1998, respectively.

The agreed-upon value for the partnerships when the agreements were executed was $ 250.0 million and $ 374.8 million for SFOG and SFOT, respectively.

As of December 31, 2023, the agreed-upon value, as adjusted for CPI, would be $ 483.5 million and $ 712.7 million for SFOG and SFOT, respectively.

The agreed-upon values, if determined as of December 31, 2023, multiplied by the 68.5 % and 45.9 % of units held by the limited partner for SFOG and SFOT respectively, represent $ 332.6 million and $ 330.9 million that would be required to be paid to the limited partner of SFOG and SFOT, respectively if the End-of-Option Term were to be exercised.

As of March 30, 2025, the agreed-upon value, as adjusted for CPI, would be $ 510.0 million and $ 750.8 million for SFOG and SFOT, respectively.

The agreed-upon values, if determined as of March 30, 2025, multiplied by the 68.5 % and 45.9 % of units held by the limited partner for SFOG and SFOT, respectively, represent $ 351.0 million and $ 348.5 million that would be required to be paid to the limited partner of SFOG and SFOT, respectively, at the End-of-Option Term.

The actual agreed upon value of the End-of-Term Option will be further adjusted by CPI until the end of each respective agreement.

The decision to exercise, or not exercise, the End-of-Term Option for either of SFOG or SFOT will ultimately be made based on numerous factors, including prevailing macro-economic and industry conditions and the cost and availability of financing to fund the purchase.

Cash flows from operations at the Partnership Parks are used to satisfy the above requirements before any funds are required from the Combined Company.

1 unchanged sentence

Any additional cash, to the extent available, is distributed 95 % to the Combined Company in the case of SFOG and 92.5 % to the Combined Company in the case of SFOT.

The Partnership Parks generated approximately $ 16.0 million of cash in 2023, after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Former Six Flags.

The Partnership Parks lost approximately $ 9.7 million of cash in 2024, after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Former Six Flags and the Combined Company primarily due to increased capital spending at both SFOG and SFOT.

Former Six Flags entered into a Subordinated Indemnity Agreement with certain of the Combined Company's entities, Time Warner, and an affiliate of Time Warner (an indirect subsidiary of AT&T Inc.

1 unchanged sentence

In addition, Former Six Flags issued preferred stock of the managing partner of the partnerships to Time Warner.

In the event of default by the Combined Company under the Subordinated Indemnity Agreement or of the Combined Company's obligations to the partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner.

If the Combined Company satisfies all such obligations, Time Warner is required to transfer to the Combined

Company the entire equity interests of these entities at the end of the term, which is 2027 for the Georgia Partnership and 2028 for the Texas Partnership.

Redeemable non-controlling interests represent the non-affiliated parties’ share of the assets of the Partnership Parks that are less than wholly-owned:

SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG, and SFOT.

As of September 29, 2024, redeemable non-controlling interests of the Georgia Partnership and the Texas Partnership were $ 291.6 million and $ 254.1 million, respectively.

Changes in the carrying value of redeemable non-controlling interests for the nine months ended September 29, 2024 were:

(In thousands) SFOG SFOT Total

Balance as of December 31, 2023 $ — $ — $ —

Mergers ( N ote 2 )

291,628 254,057 545,685

Purchase of redeemable units — — —

Net income attributable to non-controlling interests 12,258 12,241 24,499

Distributions to non-controlling interests ( 12,258 ) ( 12,241 ) ( 24,499 )

Balance as of September 29, 2024 $ 291,628 $ 254,057 $ 545,685

The redemption value of the non-controlling partnership units of the Georgia Partnership and of the Texas Partnership as of September 29, 2024 was approximately $ 279.4 million and $ 241.8 million, respectively.

In the event of default by the Combined Company under the Subordinated Indemnity Agreement or of the Combined Company's obligations to the partners in the Partnership Parks, these

arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner.

If the Combined Company satisfies all such obligations, Time Warner is required to transfer to the Combined Company the entire equity interests of these entities at the end of the term, which is 2027 for the Georgia Partnership and 2028 for the Texas Partnership.

As described above and following the notification of the Combined Company's intent to exercise the End-of-Term Option of the Georgia Partnership, the redeemable non-controlling interests related to the Georgia Partnership were classified as a non-current liability within "NCI call option liability" on the unaudited condensed consolidated balance sheets.

The liability was recorded at the net present value of the call option price as of December 31, 2024.

The difference between the net present value of the call option price and the redemption value was recorded as a deemed dividend to retained earnings within the consolidated statements of equity for the year ended December 31, 2024.

The liability will be accreted to the final purchase price over the remaining Georgia Partnership term.

For the three months ended March 30, 2025, $ 8.2 million was recorded as interest expense within the unaudited condensed consolidated statement of operations and comprehensive loss.

The Combined Company will continue to have the obligation to purchase, at the Specified Price, any units of SFOG that unitholders elect to put as part of the annual offering during the 2026 offering window.

If all put options of the Georgia Partnership were exercised, the redemption value would be $ 279.4 million as of March 30, 2025.

Changes in the carrying value of the Georgia Partnership for the three months ended March 30, 2025 were:

(In thousands) SFOG

Put option redemption value as of December 31, 2024 $ 279,371

Call option premium over put option redemption value 71,607

Total future liability 350,978

Net present value discount 52,364

Balance as of March 30, 2025 $ 298,614

As of December 31, 2024 and March 30, 2025, redeemable non-controlling interests, representing the non-affiliated parties' equity interest, of the Texas Partnership was $ 241.8 million which approximates redemption value.

(8) Income and Partnership Taxes:

Income tax expense was $ 43.3 million and $ 31.1 million for the three and nine months ended September 29, 2024, respectively, and $ 50.7 million and $ 40.2 million for the three and nine months ended September 24, 2023 , respectively.

The effective tax rate for the three and nine months ended September 29, 2024 was 24.2 % and 35.1 % , respectively, and 19.0 % and 23.0 % for the three and nine months ended September 24, 2023.

The effective tax rate for the three and nine months ended September 29, 2024 differed from the United States Federal statutory rate of 21% for pre-merger publicly traded partnership tax ("PTP tax"), partnership income or loss not subject to corporate income tax, non-deductible executive compensation, state and local income taxes and tax rate differences in foreign jurisdictions.

For the three and nine months ended September 29, 2024, the Combined Company also recognized discrete tax benefits for the change in tax status associated with the Mergers discussed in Note 2 , primarily related to recognition of certain deferred tax assets, offset by certain adjustments to account for non-deductible executive compensation.

Prior to the Mergers, Former Cedar Fair was subject to 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 its corporate subsidiaries and foreign income taxes on its foreign subsidiary.

Income tax benefit was $ 186.8 million for the three months ended March 30, 2025 and $ 32.4 million for the three months ended March 31, 2024 .

The effective tax rate for the three months ended March 30, 2025 was 45.9 % and 19.5 % for the three months ended March 31, 2024.

The effective tax rate for the three months ended March 30, 2025 differed from the United States Federal statutory rate of 21% due to t he discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, ef fects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, non-deductible executive compensation, state and local income taxes and tax rate differences in foreign jurisdictions.

Prior to the completion of the Mergers, Former Cedar Fair was taxed as a publicly traded partnership ("PTP"), with a tax levied on partnership level gross income (net revenues less cost of food, merchandise, and games revenues).

The PTP was historically not subject to US federal or state income tax as permanent income tax exemptions are available for qualifying PTPs.

As such, the total provision (benefit) for taxes prior to the Mergers includes amounts for the PTP tax and federal, state, local and foreign income taxes.

5 unchanged sentences

Under applicable accounting rules, the total provision (benefit) for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes.

The total tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the applicable quarterly income (loss).

The consolidated estimated annual effective tax rate differed from the statutory federal income tax rate primarily due to state, local and foreign income taxes, certain nondeductible executive compensation and the effect of the partnership distributions for the Six Flags Over Georgia Partnership and Six Flags Over Texas Partnership.

Unrecognized tax benefits, including accrued interest and penalties, were not material in any period presented.

Interest and penalties related to unrecognized tax benefits are recognized as income tax expense.

Valuation allowances have been recorded on certain deferred tax assets due to uncertainties related to the ability to use some of the deferred tax assets.

The valuation is based on estimates of taxable income by jurisdiction and the period over which the deferred tax assets are recoverable.

Projected taxable income over the foreseeable future indicates all of the federal net operating loss carryforwards will be able to be used prior to expiration.

The majority of the remaining valuation allowance is based on the inability to use foreign tax credits and state deferred tax assets related to net operating losses that were generated in states where the Combined Company no longer does business or where the Combined Company has consistently not generated taxable income.

Management does not believe that the Mergers will have a significant effect on the ability to use net operating losses.

Management analyzes its ability to use foreign tax credits based on the most probable outcome for future foreign sourced income.

Based on that analysis, management has determined that it is more likely than not that some of the foreign tax credits will not be fully utilized and have established a valuation allowance.

The Inflation Reduction Act was signed into law on August 16, 2022 and created a new 15% corporate alternative minimum tax ("CAMT") based on adjusted financial statement income.

The effective date of the provision was January 1, 2023.

The Combined Company will not be subject to CAMT as its reported earnings for each of the past three years did not exceed $1 billion.

On June 20, 2024, the Canadian government enacted Pillar Two legislation that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax (as defined in the Global Minimum Tax Act).

The Pillar Two legislation requires multi-national entities to pay taxes of at least 15% in each jurisdiction in which they have operations.

The Canadian legislation is effective for the fiscal year beginning January 1, 2024.

Management performed an assessment of the potential exposure to Pillar Two income taxes related to the Combined Company.

This assessment was based on the most recent information available regarding the financial performance of the constituent entities.

Management considered the applicable tax law changes on Pillar Two implementation in the relevant countries, and there was no material impact to the Combined Company tax provision for the nine months ended September 29, 2024.

The Combined Company will continue to evaluate the impact of these tax law changes on future reporting periods.

(9) Partners' Equity:

On August 3, 2022, Former Cedar Fair announced that the Board of Directors of its general partner approved a unit repurchase program authorizing the Partnership to repurchase units for an aggregate amount of not more than $ 250 million.

There were 1.4 million limited partnership units repurchased under the August 2022 repurchase program during the nine months ended September 24, 2023 at an average price of $ 44.00 per limited partner unit for an aggregate amount of $ 62.5 million.

There was no remaining availability under the August 2022 repurchase program following the repurchase of units under that program during April 2023.

Accordingly, there were no limited partnership units repurchased under the August 2022 repurchase program during the three months ended September 24, 2023.

On May 4, 2023, Former Cedar Fair announced that the Board of Directors of its general partner authorized the Partnership to repurchase additional units for an aggregate amount of not more than $ 250 million.

There were 0.3 million units repurchased under the May 2023 repurchase program during the three and nine months ended September 24, 2023 at an average price of $ 38.27 per limited partner unit for an aggregate amount of $ 12.0 million.

Accordingly, there was a total of 1.7 million units repurchased under the August 2022 and May 2023 repurchase programs during the nine months ended September 24, 2023 at an average price of $ 42.97 per limited partner unit for an aggregate amount of $ 74.5 million.

There were no units repurchased during the nine months ended September 29, 2024 under either program.

Subject to applicable rules and regulations, Former Cedar Fair could have repurchased units from time-to-time in the open market or by negotiated transactions.

The amount and timing of such repurchases were based on a variety of factors, including liquidity, capital needs of the business, market conditions, regulatory requirements, and other business considerations.

No limit was placed on the duration of either repurchase program.

The Partnership was not obligated to repurchase any minimum dollar amount or specific number of units, and could modify, suspend, or discontinue the program at any time.

There are no repurchase programs outstanding related to the Combined Company following the Mergers.

The Combined Company evaluates its tax positions using a more-likely-than-not threshold, and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information.

As of March 30, 2025, the Combined Company recorded unrecognized tax benefits o f $ 27.3 million, all of which woul d impact the effective tax rate if recognized and were included within "Other liabilities" in the unaudited condensed consolidated balance sheet.

Due to uncertainties regarding the timing of examination and the amount of any settlements, the Combined Company does not anticipate a reduction in the unrecognized tax benefits within the next twelve months.

The Combined Company classifies interest and penalties attributable to income taxes as part of income tax expense.

During the three months ended March 30, 2025 and March 31, 2024, the expense recognized for interest and penalties was not material.

The Canadian government has enacted Pillar Two legislation (Global Minimum Tax Act) that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax (as defined in the Global Minimum Tax Act).

The Canadian legislation is effective for fiscal years beginning January 1, 2024, and thereafter.

The Combined Company has performed an assessment of the potential exposure to Pillar Two income taxes.

This assessment is based on the most recent information available regarding the financial performance of the constituent entities.

Based on the assessment performed, the Pillar Two effective tax rates in all jurisdictions in which the Combined Company operates is above the 15% minimum tax rate.

The Combined Company continues to evaluate the legislation and does not expect an exposure to Pillar Two taxes for 2025.

(9) Pension Benefits:

1 unchanged sentence

Former Six Flags froze its pension plan effective March 31, 2006, and effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits.

The following summarizes pension costs and the weighted-average assumptions used to determine net cost for the three months ended September 29, 2024.

The components of net periodic expense (benefit) were included in "Other (income) expense, net" in the unaudited condensed consolidated statements of operations and comprehensive income.

Neither Former Six Flags nor the Combined Company made any pension contributions during the three or nine month periods ended September 29, 2024 and September 24, 2023.

The following summarizes pension costs and the weighted-average assumptions used to determine net cost for the three months ended March 30, 2025.

The components of net periodic expense (benefit) were included in "Other (income) expense, net" in the unaudited condensed consolidated statements of operations and comprehensive loss.

Neither Former Six Flags nor the Combined Company made any pension contributions during the three month periods ended March 30, 2025 and March 31, 2024.

Three months ended

(In thousands) September 29, 2024

(In thousands) March 30, 2025

Interest cost $ 1,970

7 unchanged sentences

(10) Earnings per Share:

Earnings per common share for the three and nine month periods ended September 29, 2024 and earnings per limited partner unit for the three and nine month periods ended September 24, 2023 were calculated based on the following amounts:

Three months ended Nine months ended

(In thousands, except per share amounts) September 29, 2024 September 24, 2023 September 29, 2024 September 24, 2023

Net income attributable to Six Flags Entertainment Corporation 110,966 215,494 33,052 134,512

Basic weighted average common shares / LP units outstanding 99,741 50,668 67,072 51,064

Effect of dilutive awards:

Deferred stock units — 51 41 50

Performance stock units — — 96 —

Restricted stock units 1,247 431 790 473

Diluted weighted average common shares / LP units outstanding 100,988 51,150 67,999 51,587

Net income per common shares / LP units - basic $ 1.11 $ 4.25 $ 0.49 $ 2.63

Net income per common shares / LP units - diluted $ 1.10 $ 4.21 $ 0.49 $ 2.61

There were approximately 0.8 million potentially dilutive units excluded from the computation of diluted net income per common share for the three and nine months ended September 29, 2024 as their effect would have been anti-dilutive.

For purposes of calculating the basic and diluted earnings per share of common stock and limited partner unit, as applicable, net loss attributable to Six Flags Entertainment Corporation for the three months ended March 30, 2025 and for the three months ended March 31, 2024 have not been adjusted from the reported amounts.

The share amounts used in calculating the basic and diluted earnings per share of common stock and per limited partner unit, as applicable, for the three months ended March 30, 2025 and for the three month periods ended March 31, 2024 are as follows:

Three months ended

(In thousands, except per share amounts) March 30, 2025 March 31, 2024

Net loss attributable to Six Flags Entertainment Corporation $ ( 219,718 ) $ ( 133,467 )

Basic weighted average shares of common stock / LP units outstanding 100,094 50,667

Diluted weighted average shares of common stock / LP units outstanding 100,094 50,667

Net loss per share of common stock / LP units - basic $ ( 2.20 ) $ ( 2.63 )

Net loss per share of common stock / LP units - diluted $ ( 2.20 ) $ ( 2.63 )

There were approximately 2.9 million antidilutive shares excluded from the computation of diluted loss per share of common stock for the three months ended March 30, 2025.

The 2.9 million antidilutive shares included 1.2 million of outstanding restricted stock and restricted stock units, 1.2 million of outstanding performance stock units and 0.5 million of outstanding stock options.

The 1.2 million of outstanding performance stock units included all performance stock units outstanding as of March 30, 2025 at target, or 100 %.

The maximum payout for the outstanding performance stock units is 200 %.

(11) Fair Value Measurements:

The table below presents the balances of assets and liabilities measured at fair value as of September 29, 2024, December 31, 2023, and September 24, 2023 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 29, 2024 December 31, 2023 September 24, 2023

The table below presents the balances of assets and liabilities measured at fair value as of March 30, 2025, December 31, 2024, and March 31, 2024 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 March 30, 2025 December 31, 2024 March 31, 2024

Carrying Value Fair

30 unchanged sentences

Level 2 $ ( 850,000 ) $ ( 859,563 ) $ ( 850,000 ) $ ( 861,433 ) — —

(1) Carrying values of long-term debt balances are before reductions for (1) current maturities of long-term debt of $ 210.0 million as of September 29, 2024;

(2) debt issuance costs and original issue discount of $ 44.5 million, $ 24.5 million and $ 27.0 million as of September 29, 2024, December 31, 2023 and September 24, 2023, respectively;

and (3) acquisition fair value layers of $ 23.0 million as of September 29, 2024.

During the third quarter of 2024, management tested the Schlitterbahn reporting unit's fair value due to a decline in estimated future cash flows as a result of shifting investment priorities at those locations following the Mergers.

Management concluded the estimated fair value of goodwill at the Schlitterbahn reporting unit no longer exceeded its carrying value.

Therefore, a $ 42.5 million impairment of the goodwill at the Schlitterbahn reporting unit was recorded during the third quarter of 2024.

The impairment charge was equal to the amount by which the carrying amount exceeded the fair value and was recorded in "Loss on impairment of goodwill" within the unaudited condensed consolidated statements of operations and comprehensive income.

The fair value of reporting units is established using a combination of an income (discounted cash flow) approach and market approach and includes numerous assumptions based on Level 3 inputs.

The primary assumptions used to determine the fair value of reporting units includes growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures, terminal value growth rates, future estimates of capital expenditures, changes in future capital requirements, and a weighted-average cost of capital that reflected current market conditions.

(1) Carrying values of long-term debt balances are before reductions for (1) current maturities of long-term debt of $ 210.0 million as of March 30, 2025 and December 31, 2024;

(2) debt issuance costs and original issue discount of $ 45.4 million, $ 49.6 million and $ 22.1 million as of March 30, 2025, December 31, 2024 and March 31, 2024, respectively;

and (3) acquisition fair value layers of $ 22.3 million and $ 22.6 million as of March 30, 2025 and December 31, 2024, respectively.

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 other assets measured at fair value on a non-recurring basis as of September 29, 2024, December 31, 2023 or September 24, 2023.

The net plan asset for the Former Six Flags pension plan will be measured at fair value annually.

There were no assets measured at fair value on a non-recurring basis as of March 30, 2025, December 31, 2024 or March 31, 2024.

The net plan asset for the Former Six Flags pension plan is measured at fair value annually.

(12) Segments:

Each of the Combined Company's parks are overseen by a general manager and operate autonomously.

The Combined Company generates revenues from sales of (1) admission to 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.

The Combined Company's principal costs and expenses, which include salaries and wages, operating supplies, maintenance, insurance, advertising and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance.

Each of the parks is overseen by a general manager or park president and operates autonomously.

Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis.

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 of the parks.

Substantially all of the parks provide similar products and services through a similar process to the same class of customer utilizing a consistent method.

In addition, the parks share common economic characteristics.

Based on these factors, the Combined Company operates within a single reportable segment of amusement/water parks with accompanying resort facilities.

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").

All of the parks provide similar products and services through a similar process to the same class of customer utilizing a consistent method.

In addition, the parks share common economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, in-park per capita spending, net revenue, operating margin and operating profit.

Based on these factors, the Combined Company has combined its operating segments, which consist of each of the parks' locations, and operates within a single reportable segment of amusement and water parks with accompanying resort facilities.

Adjusted EBITDA is the measure of segment profit or loss used by the CODM to assess park-level operating profitability and to determine resource allocation, including the allocation of capital expenditures.

The CODM's analysis includes comparisons to prior period results and annual budgeted and forecasted results.

Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's 2024 Credit Agreement, as amended, less net income attributable to non-controlling interests.

The table below provides a summary of significant expense categories regularly provided to the CODM reconciled to Adjusted EBITDA, as well as a reconciliation of Adjusted EBITDA to income before taxes, for the periods presented.

The CODM does not review segment assets at a different asset level or category than those disclosed within the unaudited condensed consolidated balance sheets.

Three months ended

(In thousands) March 30, 2025 March 31, 2024

Net revenues $ 202,057 $ 101,615

Significant expense categories

Cost of food, merchandise and games revenues 20,498 11,611

Other revenue driven costs (1) 9,617 4,711

Labor (2) 171,989 99,732

Other segment expenses (3) 170,743 82,741

Adjusted EBITDA ( 170,790 ) ( 97,180 )

Net income attributable to non-controlling interests — —

Depreciation and amortization 102,330 10,312

Loss on retirement of fixed assets, net 8,098 2,614

Loss on other assets 791 —

Interest expense, net 87,035 34,336

Non-cash foreign currency (gain) loss ( 2,214 ) 5,239

Non-cash equity compensation expense 17,076 5,284

Costs related to the Mergers (4)

15,640 10,147

Loss before taxes $ ( 406,478 ) $ ( 165,883 )

(1) Consists of credit card fees, royalties and other revenue processing costs driven by sales volume.

(2) Consists of wages, benefits and employer taxes on an Adjusted EBITDA basis.

(3) Consists of all other expenses on an Adjusted EBITDA basis, including the cost of operating and maintenance supplies, advertising, utilities, insurance and lease payments, as well as net income attributable to non-controlling interests.

(4) Consists of integration costs related to the Mergers for the three months ended March 30, 2025, including third-party consulting costs related to the Mergers, severance related to the Mergers, retention bonuses, integration team salaries and benefits, costs to integrate information technology systems, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs.

Consists of third-party legal and consulting transaction costs for the three months ended March 31, 2024.

See Note 2 for additional information related to the Mergers.

These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement.

(5) Consists of certain costs as defined in the Combined Company's credit agreement.

These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses unrelated to the Mergers, severance and related benefits unrelated to the Mergers, cost of goods sold recorded to align inventory standards following the Mergers, Mexican VAT taxes on intercompany activity and contract termination costs.

This balance also includes unrealized gains and losses on pension assets and short-term investments.

All of the Combined Company's parks are located in the United States with the exception of two parks in Mexico and two parks in Canada.

The Combined Company also recognizes revenue and expense related to the development of a Six Flags-branded park outside of North America.

The Combined Company also recognizes revenue and expense related to the development of Six Flags-branded parks outside of North America.

These management fees are disclosed as "Domestic" within the below tables.

Prior to the Mergers, Former Cedar Fair did not disclose geographic segment related information as it had only one foreign park, and management believed disclosure of a single park's results provided sensitive information to its competitors.

As a result, the below information only includes results since the Closing Date of the Mergers.

As of September 29, 2024, long-lived assets (which consists of property and equipment, goodwill, intangible assets and right-of-use assets) by domestic and foreign properties was as follows:

(In thousands) September 29, 2024

As a result, the below information only includes results since the Closing Date.

As of March 30, 2025 and December 31, 2024, long-lived assets (which consists of property and equipment, goodwill, intangible assets and right-of-use assets) by domestic and foreign properties was as follows:

(In thousands) March 30, 2025 December 31, 2024

Domestic $ 7,870,453 $ 7,827,604

1 unchanged sentence

Total $ 8,770,838 $ 8,718,596

For the three months ended September 29, 2024, net revenues and income before taxes by domestic and foreign properties were as follows:

For the three months ended March 30, 2025, net revenues and loss before taxes by domestic and foreign properties were as follows:

Three months ended

(In thousands) September 29, 2024

(In thousands) March 30, 2025

Domestic $ 181,741

1 unchanged sentence

Total $ 202,057

Income before taxes

Loss before taxes

Domestic $ ( 391,941 )

1 unchanged sentence

Total $ ( 406,478 )

(13) Subsequent Event:

On May 1, 2025, the Combined Company announced that it will close Six Flags America and Hurricane Harbor located in Bowie, Maryland following the end of the 2025 operating season.

The property, which is approximately 500 acres, will be marketed for redevelopment as part of the Combined Company's ongoing portfolio optimization efforts.

The Combined Company has engaged CBRE, a global leader in commercial real estate services and investments, to market the property for sale.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements