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Item 2. Management’s Discussion and Analysis

2025-05-08 compared with 2024-11-06 · 175 added, 226 removed, 147 unchanged (73% of the section changed)

1 unchanged sentence

The following discussion and analysis is intended to facilitate an understanding of the Combined Company's business and results of operations and should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q.

This discussion should also be read in conjunction with the Combined Company's consolidated financial statements and related notes thereto, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of Cedar Fair's Annual Report on Form 10-K for the year ended December 31, 2023.

Merger Agreement with Six Flags:

This discussion should also be read in conjunction with the Combined Company's consolidated financial statements and related notes thereto, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Combined Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Merger Agreement with Former Six Flags:

On July 1, 2024, the previously announced merger of equals transaction contemplated by the Merger Agreement, by and among CopperSteel HoldCo, Inc., Cedar Fair, Former Six Flags and Copper Merger Sub, was completed.

1 unchanged sentence

The Combined Company trades on the New York Stock Exchange under the ticker symbol "FUN".

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

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

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.

For additional information, see the Explanatory Note in this Quarterly Report on Form 10-Q and Note 2 .

The Mergers are accounted for as a business combination using the acquisition method of accounting.

The Six Flags Merger was accounted for as a business combination using the acquisition method of accounting.

Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.

Accordingly, unless indicated otherwise, financial results and disclosures within this Management's Discussion and Analysis 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.

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

The results for 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.

Business Overview:

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 and advertising, are relatively fixed for a typical operating season and do not vary significantly with attendance.

Each of the parks are overseen by a general manager and operate autonomously.

The Combined Company is North America's largest regional amusement park operator with 27 amusement parks, 15 separately gated water parks and nine resorts for the 2025 operating season.

See Note 13 .

Of the 42 amusement and water parks, 38 are located in the United States, two are located in Mexico and two are located in Canada.

The parks generate 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.

The Combined Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies.

The Combined Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many rides and attractions require specialized manufacturing.

Changes in import tariffs and trade policies may result in increased costs and potential market disruptions that could result in the inability to acquire certain goods timely or at all.

The Combined Company's operations are seasonal.

In a typical year at Former Six Flags and Cedar Fair, approximately 70% of annual attendance and revenue occurred during the second and third quarters of each year.

As a result, a substantial portion of the Combined Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August.

The fall and winter seasons have also become more important to the Combined Company's operations due to the popularity of fall and winter events.

Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season, there is only a limited period of time during which the impact of those conditions or events can be mitigated.

Accordingly, the timing of such conditions or events can have a disproportionate adverse effect upon revenues.

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.

The Combined Company operates within a single reportable segment of amusement/water parks with accompanying resort facilities.

Critical Accounting Policies:

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 park general managers or park presidents.

The Combined Company operates within a single reportable segment of amusement and water parks with accompanying resort facilities.

The following operational measures are key performance metrics in the Combined Company's managerial and operational reporting.

They are used as major factors in significant operational decisions as they are the primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior.

In-park revenues, in-park per capita spending and out-of-park revenues are non-GAAP measures.

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

Attendance is driven by various factors, including pricing, new rides and product offerings, guest satisfaction, weather, advertising programs, perceived safety of the parks and economic conditions.

Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter.

In-park per capita spending is calculated as revenues generated within the amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers ( in-park revenues ), divided by total attendance.

In-park per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Combined Company's guests.

Major in-park per capita spending categories include admission, food and beverage, retail, games and extra-charge products.

Extra-charge products include premium benefit offerings such as front-of-line products.

Out-of-park revenues are defined as revenues from resorts, out-of-park food and retail locations, sponsorships, international agreements and all other out-of-park operations.

Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Combined Company's properties as guests purchase hotel rooms and visit out-of-park food and retail locations.

In addition, higher attendance levels enable the Combined Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands.

The following table presents net revenues disaggregated by in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittance) for the periods presented.

The results for the three months ended March 30, 2025 include the results of Former Six Flags operations (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

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

In-park revenues $ 184,315 $ 83,589

Out-of-park revenues 23,916 21,322

Concessionaire remittance (6,174) (3,296)

Net revenues $ 202,057 $ 101,615

Strategy and Project Accelerate:

Following the Mergers, the Combined Company has introduced Project Accelerate as its strategy to enhance shareholder value.

The key objectives of Project Accelerate are to:

(1) enhance the guest experience by delivering a stronger price-value proposition that drives demand;

(2) identify and activate operating efficiencies that generate cost synergies and drive margin expansion;

(3) maintain a disciplined approach to the prioritization and activation of capital investments to realize the full market potential of each park, while maximizing free cash flow efficiency;

(4) integrate technology stacks with a focus on harmonizing systems, eliminating redundancies, and enhancing the guest-facing digital experience;

and (5) evaluate the potential divestiture of non-core assets.

The Combined Company plans to meet these objectives by driving revenue growth through higher levels of attendance, in-park per capita spending and out-of-park revenues, investing approximately a combined $1.0 billion in capital expenditures during 2025 and 2026, and continuing to achieve cost synergies in 2025 that began in 2024.

Management plans to increase attendance by providing an improved guest experience, new marketable rides and attractions, modified operating calendars, improving its marketing strategy and focusing on increasing season pass visits through average visits per season pass and renewal rates.

Management plans to increase in-park per capita spending by expanding the use of revenue management tools to drive dynamic pricing, refreshing food and beverage facilities to improve efficiency and quality of offerings, improving seasonal staffing to increase guest satisfaction and spending, and increasing attendance levels which leads to higher demand for premium products and a longer length of stay.

Management plans to increase out-of-park revenues by upgrading and expanding resort offerings, improving revenue management capabilities to drive dynamic pricing and increased occupancy, and leveraging the Six Flags brand to increase sponsorship opportunities.

Management plans to fund deferred investment needs and growth opportunities with the approximate $1.0 billion in planned capital expenditures over the next two years.

Management plans to achieve cost synergies through operating cost reductions, organizational restructurings and elimination of duplicative overhead costs, including redundant processes and technologies.

Critical Accounting Estimates:

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the unaudited condensed consolidated financial statements of the Combined Company, which were prepared in accordance with accounting principles generally accepted in the United States of America.

These principles require management to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements.

These principles require management to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed

consolidated financial statements.

Actual results could differ significantly from those estimates under different assumptions and conditions.

Management believes that judgment and estimates related to the following critical accounting policies could materially affect the unaudited condensed consolidated financial statements:

• Accounting for Business Combinations

• Business Combinations

• Impairment of Long-Lived Assets

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• Income Taxes

During the third quarter of 2024, the Mergers were completed (see Note 2 ).

Therefore, Accounting for Business Combinations has been identified as a Critical Accounting Policy and included below.

There were no other changes to the above critical accounting policies from those previously disclosed in Cedar Fair's Annual Report on Form 10-K for the year ended December 31, 2023.

Accounting for Business Combinations

Business combinations are accounted for under the acquisition method of accounting.

The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill.

The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, valuations supplied by independent appraisal experts and other relevant information.

The determination of fair values requires significant judgment by management.

During the measurement period, which may be a period of 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.

During the first quarter of 2025, there were no changes to the above critical accounting policies from those previously disclosed in the Combined Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Results of Operations:

The following operational measures are key performance metrics in the Combined Company's managerial and operational reporting.

They are used as major factors in significant operational decisions as they are primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior.

In-park revenues, in-park per capita spending and out-of-park revenues are non-GAAP measures.

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

In-park per capita spending is calculated as revenues generated within the amusement parks and separately gated outdoor water parks, along with related parking revenues and online transaction fees charged to customers ( in-park revenues ), divided by total attendance.

Out-of-park revenues are defined as revenues from resorts, out-of-park food and retail locations, sponsorships, international agreements and all other out-of-park operations.

Net revenues consist of in-park revenues and out-of-park revenues less amounts remitted to outside third parties under concessionaire arrangements;

see Note 3 for a reconciliation of in-park revenues and out-of-park revenues to net revenues.

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 ).

Nine months ended September 29, 2024 vs.

Nine months ended September 24, 2023

The results for the nine-month period ended September 29, 2024 are not directly comparable with the results for the nine-month period ended September 24, 2023.

First, the nine-month period ended September 29, 2024 included the results of the acquired Former Six Flags operations from the Closing Date of the Mergers forward (see Note 2 ).

Second, the current period consisted of a 39-week period compared with a 38-week period in the prior period for Former Cedar Fair.

The current nine-month period included 3,491 operating days compared with 1,988 operating days for the nine-month period ended September 24, 2023, an increase of 1,503 operating days.

There were 1,591 operating days in the third quarter of 2024 at Former Six Flags parks following the completion of the Mergers.

There were also 31 additional operating days period over period at Former Cedar Fair parks due to the fiscal calendar shift.

These increases were partially offset by 119 fewer operating days driven by fewer planned early season operating days at some of Former Cedar Fair's seasonal parks.

In particular, Carowinds, Kings Dominion and California's Great America were open additional operating days in January and February in the prior period that were not planned in the current period.

The following table presents key financial information for the Combined Company for the nine months ended September 29, 2024 and September 24, 2023:

Nine months ended Increase (Decrease)

September 29, 2024 September 24, 2023 $ %

Three months ended March 30, 2025 vs.

Three months ended March 31, 2024

First quarter operating results have historically represented approximately 5% and 10% of full-year net revenues/attendance in a typical year for Former Cedar Fair and Former Six Flags, respectively.

First quarter results include operations at year-round parks, normal off-season operation, maintenance and administrative expenses at seasonal amusement and water parks, limited operating days at a few seasonal amusement parks, and some out-of-park attractions, including limited hotel operations.

The results for the three-month period ended March 30, 2025 are not directly comparable with the results for the three-month period ended March 31, 2024 because the three-month period ended March 30, 2025 included the results of Former Six Flags operations (see Note 2 ).

The current three-month period included 393 operating days compared with 117 operating days for the three-month period ended March 31, 2024, an increase of 276 operating days.

There were 275 operating days for the three-month period ended March 30, 2025 at Former Six Flags parks.

The following table presents key financial information for the Combined Company for the three months ended March 30, 2025 and March 31, 2024:

Three months ended Increase (Decrease)

March 30, 2025 March 31, 2024 $ %

(Amounts in thousands, except per capita and operating days)

2 unchanged sentences

Depreciation and amortization 102,330 10,312 92,018 892.3 %

Loss on impairment / retirement of fixed assets, net 11,406 12,779 (1,373) N/M

Loss on impairment of goodwill 42,462 — 42,462 N/M

Operating income $ 259,425 $ 277,349 $ (17,924) (6.5) %

Loss on retirement of fixed assets, net 8,098 2,614 5,484 209.8 %

Loss on other assets 791 — 791 100.0 %

Operating loss $ (321,027) $ (126,284) $ (194,743) (154.2) %

Attendance 2,818 1,349 1,469 108.9 %

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Operating days 393 117 276 235.9 %

Net income margin (1)

2.8 % 9.4 % (6.6) %

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

(1) Net income margin is calculated as net income divided by net revenues.

For the nine months ended September 29, 2024, net revenues increased $594.1 million compared with the nine months ended September 24, 2023.

The increase in net revenues reflected $558.0 million in net revenues contributed by Former Six Flags operations during the three months ended September 29, 2024 and a $36.1 million increase in net revenues contributed by Former Cedar Fair operations during the nine months ended September 29, 2024 compared to the prior period.

The increase in net revenues reflected the impact of a 10.1 million-visit increase in attendance and a $29.3 million increase in out-of-park revenues, partially offset by the impact of a $1.73, or 2.7%, decrease in in-park per capita spending.

The 10.1 million-visit increase in attendance included a 9.2 million-visit increase resulting from attendance at Former Six Flags parks in the third quarter of 2024 following the Mergers and a 0.6 million-visit increase attributable to the fiscal calendar shift for Former Cedar Fair, with the remaining increase driven by higher season pass sales at Former Cedar Fair parks, improved weather in California, and increased demand at Former Cedar Fair's parks with significant marketable new rides and attractions.

These factors were partially offset by the impact of fewer planned operating days.

Of the $1.73 decrease in in-park per capita spending, $0.39 of the decrease related to the impact of in-park per capita spending at the Former Six Flags parks during the third quarter of 2024, with the remaining decrease attributable to a planned decrease in average season pass pricing and a higher mix of season pass visitation at the Former Cedar Fair parks, partially offset by improved in-park per capita spending for food and beverage and extra-charge products at the Former Cedar Fair parks, including Fast Lane.

The $29.3 million increase in out-of-park revenues was due primarily to $20.9 million contributed by Former Six Flags operations in the third quarter of 2024, and $3.1 million in increased out-of-park revenues due to the fiscal calendar shift for Former Cedar Fair, with the remaining increase largely attributable to increased revenues from the Knott's Hotel following a recent renovation.

The increase in net revenues included a $2.9 million unfavorable impact of foreign currency exchange rates.

Operating costs and expenses for the nine months ended September 29, 2024 increased $486.7 million compared with the nine months ended September 24, 2023.

For the three months ended March 30, 2025, net revenues increased $100.4 million compared with the three months ended March 31, 2024.

The increase in net revenues reflected $111.0 million in net revenues contributed by Former Six Flags operations during the three months ended March 30, 2025 and a $10.6 million decrease in net revenues contributed by Former Cedar Fair operations during the three months ended March 30, 2025 compared to the prior period.

The increase in net revenues reflected the impact of a 1.5 million-visit increase in attendance, a $3.43, or 5.5%, increase in in-park per capita spending and a $2.6 million increase in out-of-park revenues.

The 1.5 million-visit increase in attendance was attributable to a 1.6 million-visit increase resulting from attendance at Former Six Flags parks for the three months ended March 30, 2025, partially offset by the timing of the Boysenberry Festival event at Knott's Berry Farm, which will largely occur in the second quarter in the current year as opposed to the first quarter in the prior year.

The $3.43 increase in in-park per capita spending was driven by the $5.37 impact of in-park per capita spending at the Former Six Flags parks during the three months ended

March 30, 2025, partially offset by the impact of the timing of the Boysenberry Festival event.

The $2.6 million increase in out-of-park revenues was due to $4.8 million contributed by Former Six Flags operations during the three months ended March 30, 2025, partially offset by lower out-of-park revenues at the Former Cedar Fair parks driven by decreased revenues from resorts, as well as the impact of the timing of the Boysenberry Festival event.

The increase in net revenues was not materially impacted by foreign currency exchange rates.

Operating costs and expenses for the three months ended March 30, 2025 increased $196.9 million compared with the three months ended March 31, 2024.

The increase in operating costs and expenses was the result of a $142.8 million increase in operating expenses, a $44.1 million increase in selling, general and administrative ("SG&A") expenses and a $10.0 million increase in cost of goods sold.

The $259.9 million increase in operating expenses included a $245.2 million increase related to Former Six Flags operations in the third quarter of 2024, a $15.9 million increase due to the fiscal calendar shift for Former Cedar Fair and a $22.5 million increase in self-insurance reserves at Former Cedar Fair (see Note 1 ).

Excluding these factors, operating expenses decreased in relation to Former Cedar Fair operations largely as a result of a planned reduction in labor costs totaling $19.3 million, including declines in seasonal hours and full-time head count, including related benefits, and a planned reduction in operating supplies, particularly for live entertainment.

The $181.1 million increase in SG&A expenses included $80.9 million of additional expenses related to Former Six Flags operations in the third quarter of 2024, $75.5 million of increased transaction and integration costs incurred as the accounting acquirer in the Mergers, and $2.4 million due to the fiscal calendar shift for Former Cedar Fair.

Excluding these factors, SG&A expenses increased at Former Cedar Fair due to higher full-time wages of $15.1 million, including bonuses and equity compensation, and to a lesser extent, advertising and costs related to information technology.

Cost of goods sold as a percentage of food, merchandise and games revenue decreased 0.7%, of which 0.1% was a result of the Mergers, and the remainder of which was driven by both planned reductions in costs and higher pricing at Former Cedar Fair.

The increase in operating costs and expenses included a $1.3 million favorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the nine months ended September 29, 2024 increased $84.2 million compared with the nine months ended September 24, 2023.

A $95.0 million increase in depreciation expense was attributable to the Mergers, which was partially offset by the impact of a change in interim depreciation method for Former Cedar Fair (see Note 1 ).

The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the normal course of business, which in the prior period included the retirement of two specific assets.

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.

After the items above, operating income for the nine months ended September 29, 2024 totaled $259.4 million compared with $277.3 million for the nine months ended September 24, 2023.

The amount for the nine months ended September 29, 2024 included $91.2 million of operating income activity relating to the Former Six Flags operations in the third quarter of 2024.

Interest expense, net for the nine months ended September 29, 2024 increased $51.8 million as a result of $39.2 million of interest incurred on debt acquired in the Mergers, as well as refinancing events during the current period, including the full redemption of the 2025 senior notes which were refinanced with a $1.0 billion senior secured term loan facility, and additional revolver borrowings in the current period.

The refinancing events also resulted in a loss on early debt extinguishment of $8.0 million during the current period.

The $142.8 million increase in operating expenses included a $146.1 million increase related to Former Six Flags operations during the three months ended March 30, 2025 offset by a reduction in head count and lower maintenance costs at the Former Cedar Fair parks.

The $44.1 million increase in SG&A expenses included $23.5 million of additional expenses related to Former Six Flags operations during the three months ended March 30, 2025, higher full-time wages at Former Cedar Fair of $17.5 million, primarily due to equity compensation and severance, and to a lesser extent, higher advertising costs.

Cost of goods sold as a percentage of food, merchandise and games revenue increased 290 bps.

The 290 bps increase was attributable to a non-recurring charge to cost of goods sold recorded to align inventory standards following the Mergers.

The increase in operating costs and expenses was partially offset by a $0.7 million favorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the three months ended March 30, 2025 increased $92.0 million compared with the three months ended March 31, 2024, which was due to $62.4 million of depreciation expense attributable to the Mergers and the impact of a change in interim depreciation method for Former Cedar Fair (see Note 1 ).

The loss on retirement of fixed assets for both periods and the loss on other assets in the current period were due to retirement of assets in the normal course of business.

The loss on retirement of fixed assets in the current period included $4.9 million of losses related to Former Six Flags operations.

After the items above, operating loss for the three months ended March 30, 2025 totaled $321.0 million compared with $126.3 million for the three months ended March 31, 2024.

The amount for the three months ended March 30, 2025 included $137.0 million of operating loss attributable to the Former Six Flags operations during the three months ended March 30, 2025.

Net interest expense for the three months ended March 30, 2025 increased $52.7 million as a result of $47.0 million of interest incurred on debt acquired in the Mergers, additional revolver borrowings in 2025, and the impact of refinancing events during 2024, including the full redemption of the 2025 senior notes which were refinanced with a $1.0 billion senior secured term loan facility.

Other (income) expense, net primarily represented the remeasurement of U.S.

dollar denominated notes to an entity's functional currency.

During the nine months ended September 29, 2024, a provision for income taxes of $31.1 million was recorded compared with $40.2 million for the nine months ended September 24, 2023.

The decrease in provision for income taxes was primarily attributable to lower pre-tax book income relative to the comparable period and certain discrete tax effects associated with the Mergers partially offset by non-deductible executive compensation and state and local income taxes.

After the items above and income attributable to non-controlling interests (see Note 7 ), net income attributable to Six Flags Entertainment Corporation for the nine months ended September 29, 2024 totaled $33.1 million, or $0.49 per diluted common share, $3.0 million of which is from activity relating to the Former Six Flags operations in the third quarter of 2024, compared with $134.5 million, or $2.61 per diluted limited partner unit, for the nine months ended September 24, 2023.

Net income margin decreased 6.6% largely due to the $75.5 million of increased transaction and integration costs and the $42.5 million impairment of goodwill related to the Schlitterbahn reporting unit incurred during the current period.

Three months ended September 29, 2024 vs.

Three months ended September 24, 2023

The results for the three-month period ended September 29, 2024 are not directly comparable with the results for the three-month period ended September 24, 2023.

First, the three-month period ended September 29, 2024 included the results of the acquired Former Six Flags operations since the Closing Date of the Mergers (see Note 2 ).

Second, the current period consisted of the thirteen-week period ended September 29, 2024 while the prior period consisted of the thirteen-week period ended September 24, 2023 for Former Cedar Fair.

The current three-month period included 2,585 operating days compared with 1,091 operating days for the three-month period ended September 24, 2023.

This 1,494 operating day increase was driven by 1,591 operating days in the third quarter of 2024 at Former Six Flags parks following completion of the Mergers.

Those additional operating days were offset by 71 fewer days period over period at Former Cedar Fair parks due to the fiscal calendar shift and 26 fewer days attributable to planned closure of low volume operating days and unplanned closures due to inclement weather.

The following table presents key financial information for the Combined Company for the three months ended September 29, 2024 and September 24, 2023:

Three months ended Increase (Decrease)

September 29, 2024 September 24, 2023 $ %

(Amounts in thousands, except per capita and operating days)

Net revenues $ 1,348,385 $ 842,009 $ 506,376 60.1 %

Operating costs and expenses 894,182 467,430 426,752 91.3 %

Depreciation and amortization 144,560 65,936 78,624 119.2 %

Loss on impairment / retirement of fixed assets, net 4,671 2,018 2,653 N/M

Loss on impairment of goodwill 42,462 — 42,462 N/M

Operating income $ 262,510 $ 306,625 $ (44,115) (14.4) %

Attendance 20,971 12,433 8,538 68.7 %

In-park per capita spending $ 61.27 $ 62.70 $ (1.43) (2.3) %

Out-of-park revenues $ 102,265 $ 85,995 $ 16,270 18.9 %

Operating days 2,585 1,091 1,494 136.9 %

Net income margin (1)

10.0 % 25.6 % (15.6) %

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

(1) Net income margin is calculated as net income divided by net revenues.

For the three months ended September 29, 2024, net revenues increased $506.4 million compared with the three months ended September 24, 2023.

The increase in net revenues reflected $558.0 million in net revenues contributed by Former Six Flags operations during the three months ended September 29, 2024 offset by $51.6 million in lower net revenues for Former Cedar Fair operations during the three months ended September 29, 2024 compared to the prior year period.

The increase in net revenues reflected the impact of an 8.5 million-visit increase in attendance and a $16.3 million increase in out-of-park revenues, partially offset by the impact of a $1.43, or 2.3%, decrease in in-park per capita spending.

The 8.5 million-visit increase in attendance included a 9.2 million-visit increase resulting from attendance at Former Six Flags parks following the Mergers offset by a 460,000-visit decrease at Former Cedar Fair parks driven by the calendar shift in the current period for Former Cedar Fair.

The remaining 200,000-visit decrease was driven by inclement weather at multiple Former Cedar Fair parks, including the impact of hurricanes and flooding.

Of the $1.43 decrease in in-park per capita spending, $0.77 of the decrease related to the impact of in-park per capita spending at the Former Six Flags parks, with the remaining decrease attributable to a planned decrease in average season pass pricing and a higher mix of season pass visitation at the Former Cedar Fair parks, partially offset by improved in-park per capita spending for food and beverage and extra-charge products at the Former Cedar Fair parks, including Fast Lane.

The $16.3 million increase in out-of-park revenues was due to $20.9 million contributed by Former Six Flags operations offset by a $4.6 million decrease due to the fiscal calendar shift for Former Cedar Fair.

The increase in net revenues included a $1.9 million unfavorable impact of foreign currency exchange rates.

Operating costs and expenses for the three months ended September 29, 2024 increased $426.8 million compared with the three months ended September 24, 2023.

The increase in operating costs and expenses was the result of a $242.5 million increase in operating expenses, a $144.5 million increase in SG&A expenses and a $39.8 million increase in cost of goods sold.

The $242.5 million increase in operating expenses included a $245.2 million increase related to Former Six Flags operations and a $17.9 million increase in self-insurance reserves at Former Cedar Fair described above offset by a $9.7 million decrease due to the calendar shift in the current period for Former Cedar Fair.

Excluding these factors, operating expenses decreased in relation to Former Cedar Fair operations largely as a result of a planned reduction in seasonal labor costs totaling $4.7 million and operating supply costs, particularly for live entertainment.

The $144.5 million increase in SG&A expenses included $80.9 million of additional expenses related to Former Six Flags operations, $54.5 million of increased transaction and integration costs incurred as the accounting acquirer in the Mergers, and higher full-time wages of $6.2 million primarily driven by bonuses at Former Cedar Fair.

Cost of goods sold as a percentage of food, merchandise and games revenue increased 0.3%, of which 0.1% was a result of the Mergers, and the remainder of which was driven by an increase in food and beverage costs at Former Cedar Fair.

The increase in operating costs and expenses included a $0.8 million favorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the three months ended September 29, 2024 increased $78.6 million compared with the three months ended September 24, 2023.

A $95.0 million increase in depreciation expense was attributable to the Mergers, which was somewhat offset by the impact of a change in interim depreciation method for Former Cedar Fair.

The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.

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.

After the items above, operating income for the three months ended September 29, 2024 totaled $262.5 million compared with $306.6 million for the three months ended September 24, 2023.

The amount for the three months ended September 29, 2024 included $91.2 million of operating income from activity relating to the Former Six Flags operations.

Interest expense, net for the three months ended September 29, 2024 increased $46.4 million as a result of $39.2 million of interest incurred on debt acquired in the Mergers, as well as refinancing events during the current period, including the full redemption of the 2025 senior notes in full which were refinanced with a $1.0 billion senior secured term loan facility, and additional revolver borrowings in the current period.

The refinancing events also resulted in a loss on early debt extinguishment of $2.1 million during the current period representing consent payments on the 2025 senior notes (see Note 6 ).

Other (income) expense, net primarily represented the remeasurement of U.S.

dollar denominated notes to the Canadian entity's functional currency.

During the three months ended September 29, 2024, a provision for income taxes of $43.3 million was recorded compared with $50.7 million for the three months ended September 24, 2023.

After the items above and income attributable to non-controlling interests (see Note 7 ), net income attributable to Six Flags Entertainment Corporation for the three months ended September 29, 2024 totaled $111.0 million, or $1.10 per diluted common share, $3.0 million of which is from activity relating to the Former Six Flags operations, compared with $215.5 million, or $4.21 per diluted limited partner unit, for the three months ended September 24, 2023.

Net income margin decreased 15.6% primarily due to the $54.5 million of increased transaction and integration costs and the $42.5 million impairment of goodwill related to the Schlitterbahn reporting unit incurred during the current period.

October Update

For the five week period ended November 3, 2024, preliminary attendance for the Combined Company totaled 6.5 million visits, which was up 20% compared with combined attendance for Former Cedar Fair and Former Six Flags over the five week period ended November 5, 2023.

During the three months ended March 30, 2025, a benefit for income taxes of $186.8 million was recorded compared with $32.4 million for the three months ended March 31, 2024.

The increase in benefit for income taxes was primarily attributable t o discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, and the effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, and non-ded uctible executive compensation which was partially offset by lower pre-tax book income relative to the comparable period.

After the items above and income attributable to non-controlling interests (see Note 7 ), net loss attributable to Six Flags Entertainment Corporation for the three months ended March 30, 2025 totaled $219.7 million, or $2.20 per diluted share of common stock.

The net loss included $133.6 million of net loss relating to the Former Six Flags operations during the three months ended March 30, 2025.

Net loss for the three months ended March 31, 2024 totaled $133.5 million, or $2.63 per diluted limited partner unit.

For the five week period ended May 4, 2025, preliminary attendance for the Combined Company totaled 2.8 million visits, which was up a little more than 1% compared with combined attendance for Former Cedar Fair and Former Six Flags over the five week period ended May 5, 2024.

Preliminary net revenues for the Combined Company totaled approximately $192 million for the five week period ended May 4, 2025, including $97 million in net revenues contributed by Former Six Flags and $95 million in net revenues contributed by Former Cedar Fair.

Modified EBITDA and Adjusted EBITDA

Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's credit agreement.

Adjusted EBITDA represents Modified EBITDA minus net income attributable to non-controlling interests.

Adjusted EBITDA represents Modified EBITDA less net income (loss) attributable to non-controlling interests.

Both measures have been included to disclose the effect of non-controlling interests.

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Modified EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP.

Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and use them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants.

Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and uses them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants.

Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry.

These measures are provided as a supplemental measure of the Combined Company's operating results and may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net income for the three and nine-month periods ended September 29, 2024 and September 24, 2023.

The results for the three and nine months ended September 29, 2024 include the results of the acquired Former Six Flags operations from the Closing Date of the Mergers forward (see Note 2 ).

Three months ended Nine months ended

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

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

These measures are provided as supplemental measures of the Combined Company's operating results and may not be comparable to similarly titled measures of other companies.

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three-month periods ended March 30, 2025 and March 31, 2024.

The results for the three months ended March 30, 2025 include the results of Former Six Flags operations (see Note 2 ).

Three months ended

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

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

Interest expense, net 87,035 34,336

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

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

Depreciation and amortization 102,330 10,312

EBITDA (217,113) (121,235)

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

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

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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 —

Costs related to the Mergers (1)

15,640 10,147

Self-insurance adjustment (2)

14,865 — 14,865 —

2,019 385 3,593 284

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

Modified EBITDA attributable to non-controlling interests 24,499 — 24,499 —

Net loss attributable to non-controlling interests — —

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

Modified EBITDA margin (4)

43.2 % 46.1 % 34.2 % 30.7 %

(1) Consists of third-party legal and consulting transaction costs, as well as integration costs related to the Mergers.

Integration costs include third-party consulting costs, travel costs and contract termination costs.

(1) 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 income to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement and were recorded within "Selling, general and administrative" in the unaudited condensed consolidated statement of operations and comprehensive income.

(2) 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.

See Note 1 for additional information.

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

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

These costs are added back to net income to calculate Modified EBITDA and Adjusted EBITDA and have included certain legal expenses, severance and related benefits, and contract termination costs.

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

(4) Modified EBITDA margin (Modified EBITDA divided by net revenues) is not a measurement computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies.

Modified EBITDA margin is provided because management believes the measure provides a meaningful metric of operating profitability.

Modified EBITDA margin has been disclosed as opposed to Adjusted EBITDA margin because management believes Modified EBITDA margin more accurately reflects the park-level operations of the Combined Company as it does not give effect to distributions to non-controlling interests.

For the nine months ended September 29, 2024, Adjusted EBITDA increased $227.5 million compared with the nine months ended September 24, 2023.

The increase in Adjusted EBITDA included $206.3 million as a result of the Mergers, $14.7 million due to the fiscal calendar shift, and $6.5 million due to Former Cedar Fair operations on a comparable calendar basis.

For the nine months ended September 29, 2024, Modified EBITDA margin increased 3.5% compared with the nine months ended September 24, 2023.

The increase in Modified EBITDA margin included a 2.7% increase as a result of the Mergers, 0.3% due to the fiscal calendar shift, and 0.5% due to Former Cedar Fair operations on a comparable calendar basis.

The $6.5 million increase in Adjusted EBITDA and 0.5% increase in Modified EBITDA margin from Former Cedar Fair operations on a comparable calendar basis was primarily due to lower planned costs, particularly labor costs, in the current period.

For the three months ended September 29, 2024, Adjusted EBITDA increased $169.5 million compared with the three months ended September 24, 2023.

The increase in Adjusted EBITDA included $206.3 million as a result of the Mergers offset by a $20.9 million decrease due to the fiscal calendar shift and a $15.9 million decrease due to Former Cedar Fair operations on a comparable calendar basis.

For the three months ended September 29, 2024, Modified EBITDA margin decreased 2.9%

compared with the three months ended September 24, 2023.

The decrease in Modified EBITDA margin included a 1.3% decrease as a result of the Mergers, 0.6% due to the fiscal calendar shift, and 1.0% due to Former Cedar Fair operations on a comparable calendar basis.

The $15.9 million decrease in Adjusted EBITDA and 1.0% decrease in Modified EBITDA margin from Former Cedar Fair operations on a comparable calendar basis was primarily due to lower revenues driven by inclement weather somewhat offset by lower planned costs, particularly for seasonal labor and operating supplies, in the current period.

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.

For the three months ended March 30, 2025, Adjusted EBITDA loss increased $73.6 million compared with the three months ended March 31, 2024.

The increase in Adjusted EBITDA loss included a $61.7 million Adjusted EBITDA loss contributed by Former Six Flags operations during the three months ended March 30, 2025 and an $11.9 million increase due to Former Cedar Fair operations.

The $11.9 million increase in Adjusted EBITDA loss from Former Cedar Fair operations was primarily due to lower revenues driven by the timing of Boysenberry Festival at Knott's Berry Farm in the current period.

Liquidity and Capital Resources:

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Primary uses of liquidity include operating expenses, capital expenditures, interest payments, and income tax obligations.

With the Combined Company's revolving credit facility capacity and cash on hand, the Combined Company has sufficient liquidity to satisfy existing cash obligations through the fourth quarter of 2025.

Capital expenditures for the Combined Company are expected to total between $100 million and $110 million during the fourth quarter of 2024 and $500 million and $525 million in 2025.

Cash interest payments for the Combined Company are expected to range from $110 million to $115 million during the fourth quarter of 2024 and $305 million to $315 million in 2025.

Cash payments for income taxes for the Combined Company are expected to range from $45 to $50 million during the fourth quarter of 2024 and $130 million to $140 million in 2025.

The following table presents key cash flow information for the nine months ended September 29, 2024 and September 24, 2023:

Nine months ended

September 29, 2024 September 24, 2023

With the Combined Company's revolving credit facility and cash on hand, the Combined Company has sufficient liquidity to satisfy existing cash obligations at least through the first quarter of 2026.

The Combined Company's capital allocation priorities include reducing outstanding debt

and reinvesting in the business.

As such, the Combined Company has not declared a dividend and has no immediate plans to do so.

Capital expenditures for the Combined Company are expected to total between $475 million and $500 million in 2025.

Capital expenditures include the opening of new high-thrill roller coasters at Cedar Point, Six Flags Great America, Canada's Wonderland, Six Flags New England, Kings Dominion, Six Flags Great Adventure and Six Flags Over Georgia;

two new family-friendly attractions at Carowinds;

water park renovations at Kings Island, Hurricane Harbor Los Angeles and Hurricane Harbor Arlington;

and upgraded and expanded food and beverage facilities across the park portfolio.

Cash interest payments for the Combined Company are expected to range from $310 million to $315 million in 2025.

Cash payments for income taxes for the Combined Company are expected to range from $95 million to $105 million in 2025.

As of March 30, 2025, deferred revenue totaled $374.2 million, including non-current deferred revenue.

This represented an increase of $140.9 million compared with total deferred revenue as of March 31, 2024, of which $152.0 million of the increase was attributable to Former Six Flags.

The decrease in the remaining total deferred revenue was largely attributable to lower season pass sales, the amortization of prepaid lease payments for a portion of the California's Great America parking lot and the termination of transaction fees in California due to new regulations.

The following table presents key cash flow information for the three months ended March 30, 2025 and March 31, 2024:

Three months ended

March 30, 2025 March 31, 2024

(Amounts in thousands)

Net cash from operating activities $ 405,983 $ 330,018

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

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

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

Net cash from financing activities 296,425 137,914

Effect of exchange rate on cash and cash equivalents (119) (578)

Net increase in cash and cash equivalents $ 24,217 $ 33,205

Net cash from operating activities for the first nine months of 2024 totaled $406.0 million, an increase of $76.0 million compared with the same period in the prior year.

The increase was primarily due to the inclusion of operations of the acquired Former Six Flags operations since the Closing Date of the Mergers offset by an increase in interest payments on Former Cedar Fair debt.

Net cash for investing activities for the first nine months of 2024 totaled $378.7 million, an increase of $209.1 million compared with the same period in the prior year.

The increase was due to net cash consideration paid for the Mergers and the inclusion of capital expenditures of the acquired Former Six Flags operations since the Closing Date of the Mergers.

Net cash for financing activities for the first nine months of 2024 totaled $1.2 million, a decrease of $125.4 million compared with the same period in the prior year.

The decrease was primarily attributable to higher revolving credit facility borrowings in the current period, partially offset by repurchases of limited partnership units of Cedar Fair in the prior period.

Net decrease in cash and cash equivalents $ (21,662) $ (30,360)

Net cash for operating activities for the first three months of 2025 totaled $178.0 million, an increase of $67.4 million compared with the same period in the prior year.

The increase was primarily due to the inclusion of Former Six Flags operations in the current period.

Net cash for investing activities for the first three months of 2025 totaled $139.9 million, an increase of $82.8 million compared with the same period in the prior year.

The increase was due to the inclusion of capital expenditures for Former Six Flags parks and the timing of capital expenditures for Former Cedar Fair parks.

Net cash from financing activities for the first three months of 2025 totaled $296.4 million, an increase of $158.5 million compared with the same period in the prior year.

The increase was primarily attributable to additional revolving credit facility borrowings outstanding.

Contractual Obligations

As of September 29, 2024, the Combined Company's primary contractual obligations consisted of outstanding long-term debt agreements and certain obligations pertaining to the Partnership Parks (see N ote 7 ).

Before reduction for debt issuance costs, the Combined Company's long-term debt agreements at such date consisted of the following:

• $1.0 billion of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended.

As of March 30, 2025, the Combined Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (see Note 7 ), and various commitments under lease agreements.

The Combined Company has also committed to certain capital expenditures, most of which will be paid in 2025, and license commitments through 2035.

Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Combined Company's long-term debt agreements as of March 30, 2025 consisted of the following:

• $995 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended.

Amortization payments of $10.0 million per year, paid in equal quarterly installments, are required to be made on the term debt.

The term debt bears interest at a rate equal to SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum.

There was $10.0 million of current maturities outstanding and payable within the next twelve months as of September 29, 2024 related to the senior secured term debt facility.

There was $10.0 million of current maturities outstanding and payable within the next twelve months as of March 30, 2025 related to the senior secured term debt facility.

• $500 million of 5.375% senior unsecured notes, maturing in April 2027.

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

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

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

Letters of credit are primarily in place to backstop insurance arrangements.

8 unchanged sentences

If the pro forma Total Indebtedness to Consolidated Cash Flow Ratio is less than or equal to 5.25x, 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 5.25x as of September 29, 2024.

The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was less than 5.25x 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.

3 unchanged sentences

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

Three tranches of fixed rate senior notes outstanding as of September 29, 2024 were registered under the Securities Act of 1933:

Three tranches of fixed rate senior notes outstanding as of March 30, 2025 were registered under the Securities Act of 1933:

the 2027, 2028 and 2029 senior notes, or the "registered senior notes".

2 unchanged sentences

Pursuant to the supplemental indentures, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement agreed to fully and unconditionally guarantee the registered senior notes.

As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Combined Company (other than the co-issuers) that guarantee the credit facilities under the 2024 Credit Agreement, as amended.

A full listing of the issuers and guarantors of the registered senior notes as of September 29, 2024 can be found within Exhibit 22.

As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Combined Company (other than the co-issuers) that guarantees the credit facilities under the 2024 Credit Agreement, as amended.

A full listing of the issuers and guarantors of the registered senior notes can be found within Exhibit 22.

The registered senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt.

11 unchanged sentences

Each guarantor that makes a payment or distribution under a guarantee is entitled to a pro rata contribution from each other guarantor based on the respective net assets of the guarantors.

The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of September 29, 2024 and December 31, 2023.

The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of March 30, 2025 and December 31, 2024.

Each entity that was a co-issuer of the registered senior notes is presented separately.

The subsidiaries that guaranteed the registered senior notes were presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated.

The subsidiaries that guaranteed the registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated.

Intercompany balances and transactions between the co-issuers and guarantor subsidiaries were not eliminated.

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The summarized financial information excludes results of the non-guarantor subsidiaries and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries.

The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $111.2 million and $14.3 million as of September 29, 2024 and December 31, 2023, respectively.

The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $140.2 million and $123.6 million as of March 30, 2025 and December 31, 2024, respectively.

Summarized Financial Information

(In thousands) Six Flags Entertainment Corporation (2024)

Cedar Fair, L.P.

(Parent) Magnum

(In thousands) Six Flags Entertainment Corporation Magnum

(Co-Issuer Subsidiary) Cedar Canada

1 unchanged sentence

(Co-Issuer Subsidiary) Guarantor Subsidiaries

Balance as of September 29, 2024

Balance as of March 30, 2025

Current Assets $ 106 $ 74,981 $ 42,380 $ 411,534 $ 1,818,139

7 unchanged sentences

Non-Current Liabilities 366,315 10,444 365,239 1,877,375 2,918,671

Nine Months Ended September 29, 2024

Three Months Ended March 30, 2025

Net revenues $ 10 $ 19 $ 1,220 $ 86,025 $ 73,064

Operating (loss) income (10,000) (124,671) 52,795 98,170 227,895

Net income 47,400 66,760 51,080 — 166,060

Operating loss (7,227) (124,682) (11,792) (297) (160,599)

Net loss (194,038) (80,672) (18,548) (58,295) (221,874)

Twelve Months Ended December 31, 2024

Net revenues $ 98,489 $ 489,776 $ 160,414 $ 2,007,248 $ 1,116,695

Operating income (loss) 84,005 (153,697) 67,459 126,165 182,687

Net income 125,284 72,213 98,108 — 263,071

Operating (loss) income (8,248) (159,791) 54,641 126,476 258,298

Net (loss) income (214,263) 120,777 34,607 — 332,344

Forward Looking Statements

6 unchanged sentences

Important risks and uncertainties that may cause such a difference and could adversely affect attendance at the Combined Company's parks, future financial performance, and/or the Combined Company's growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to:

failure to realize the anticipated benefits of the Mergers, including difficulty in integrating the businesses of Former Six Flags and Cedar Fair;

failure to realize the expected amount and timing of cost savings and operating synergies related to the mergers;

general economic, political and market conditions;

1 unchanged sentence

adverse weather conditions;

competition for consumer leisure time and spending;

unanticipated construction delays;

competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending;

unanticipated construction delays or increases in construction or supply costs;

changes in capital investment plans and projects;

anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Combined Company’s operations;

failure to realize the anticipated benefits of the Mergers, including difficulty in integrating the businesses of Former Six Flags and Cedar Fair;

failure to realize the expected amount and timing of cost savings and operating synergies related to the Mergers;

legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Combined Company;

acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances;

and other risks and uncertainties discussed under the heading "Risk Factors" within Part II, Item 1A of the Quarterly Report on Form 10-Q filed on August 8, 2024, in Cedar Fair's Annual Report on Form 10-K, in Former Six Flags' Annual Report on Form 10-K and in the other filings made from time to time with the SEC.

and other risks and uncertainties discussed in the Combined Company's Annual Report on Form 10-K and in the other filings made from time to time with the SEC.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q and are based on information currently and reasonably known to management.

1 unchanged sentence

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 2. Management’s Discussion and Analysis