What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-08 · 181 added, 110 removed, 212 unchanged (58% of the section changed)

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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 financial results and disclosures as of March 31, 2024 and for the three months ended March 31, 2024.

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 June 30, 2024 and for the three and six months ended June 30, 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 as of March 30, 2025 and for the three months ended March 30, 2025 reflect the Combined Company's operations.

Accordingly, financial results and disclosures as of June 29, 2025 and for the three and six months ended June 29, 2025 reflect the Combined Company's operations.

Business Overview:

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 .

See Note 4 for additional information regarding the planned closure of Six Flags America.

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.

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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 park general managers or park presidents.

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

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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.

In-park revenues, in-park per capita spending, in-

park admissions revenues, admissions per capita spending, in-park product revenues, per capita spending on in-park products, 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.

Attendance is driven by various factors, including new rides and product offerings, guest satisfaction, weather, pricing, 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 calculated as revenues generated within the Combined Company's 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.

Major in-park per capita spending categories include admission, food and beverage, merchandise, 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.

Admissions per capita spending is calculated as revenues generated for admission to the Combined Company's amusement parks and separately gated water parks along with related parking revenues and online transaction fees charged to customers ( in-park admissions revenues ) divided by total attendance.

Per capita spending on in-park products is calculated as all other revenues generated within the Combined Company's amusement parks and separately gated water parks, including food and beverage, merchandise, games and extra-charge offerings ( in-park product revenues ) divided by total attendance.

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

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.

The following table presents net revenues disaggregated by in-park revenues, including in-park admissions revenues and in-park product 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 and six months ended June 29, 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 admissions revenues following completion of the Mergers (see Note 1.

Reclassifications ).

Three months ended

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

Three months ended Six months ended

(In thousands) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

In-park admissions revenues $ 485,177 $ 279,308 $ 591,488 $ 326,689

In-park product revenues 401,243 246,994 479,247 283,202

In-park revenues 886,420 526,302 1,070,735 609,891

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Net revenues $ 930,390 $ 571,616 $ 1,132,447 $ 673,231

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:

The key objectives of the Combined Company's strategy are to:

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

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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.

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 in capital expenditures, and continuing to achieve cost synergies in 2025 and 2026 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.

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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.

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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.

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• Income Taxes

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.

During the second 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.

As discussed in N ote 5 , while year-to-date results for the Former Six Flags parks and Schlitterbahn parks have not met expectations, management did not consider these results to be a triggering event for goodwill or trade name impairment purposes as of June 29, 2025.

If operating results continue to fall short of expectations, valuation assumptions about future performance could adversely change and result in goodwill and/or trade name impairment that would have a material effect on the Combined Company's financial position and results of operations in future periods.

Results of Operations:

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 $ %

Six months ended June 29, 2025 vs.

Six months ended June 30, 2024

The results for the six-month period ended June 29, 2025 are not directly comparable with the results for the six-month period ended June 30, 2024 because the six-month period ended June 29, 2025 included the results of Former Six Flags operations (see Note 2 ).

The current six-month period included 2,386 operating days compared with 906 operating days for the six-month period ended June 30, 2024, an increase of 1,480 operating days.

There were 1,513 operating days for the six-month period ended June 29, 2025 at Former Six Flags parks.

A 33 operating day decrease at the Former Cedar Fair parks was primarily driven by the planned removal of lower-volume operating days from the 2025 operating calendar.

The following table presents key financial information for the Combined Company for the six months ended June 29, 2025 and June 30, 2024:

Six months ended Increase (Decrease)

June 29, 2025 June 30, 2024 $ %

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

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Loss on other assets 791 — 791 100.0 %

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

Operating loss $ (246,548) $ (3,085) $ (243,463) N/M

Attendance 17,009 9,984 7,025 70.4 %

In-park per capita spending $ 62.95 $ 61.09 $ 1.86 3.0 %

Admissions per capita spending $ 34.77 $ 32.72 $ 2.05 6.3 %

Per capita spending on in-park products $ 28.18 $ 28.37 $ (0.19) (0.7) %

Out-of-park revenues $ 95,824 $ 82,358 $ 13,466 16.4 %

Operating days 2,386 906 1,480 163.4 %

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.

N/M - Not meaningful

For the six months ended June 29, 2025, net revenues increased $459.2 million compared with the six months ended June 30, 2024.

The increase in net revenues reflected $499.7 million in net revenues contributed by Former Six Flags operations during the six months ended June 29, 2025 and a $40.5 million decrease in net revenues contributed by Former Cedar Fair operations during the six months ended June 29, 2025 compared to the prior period.

The increase in net revenues reflected the impact of a 7.0 million-visit increase in attendance, a $1.86, or 3.0%, increase in in-park per capita spending and a $13.5 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 7.0 million-visit increase in attendance was attributable to a 7.8 million-visit increase resulting from attendance at Former Six Flags parks for the six months ended June 29, 2025, partially offset by an 0.8 million-visit decrease in attendance at Former Cedar Fair parks.

The attendance at Former Cedar Fair parks was negatively impacted by inclement weather, particularly in the Midwest and which also resulted in fewer season pass sales, and fewer operating days primarily due to the planned removal of lower-volume operating days from the 2025 operating calendar.

The $1.86 increase in in-park per capita spending was primarily due to higher admissions per capita spending at the Former Cedar Fair parks driven by pricing, and to a lesser extent, higher per capita spending on in-park products at the Former Cedar Fair parks.

In addition, the inclusion of the Former Six Flags parks resulted in a $0.40 increase in in-park per capita spending during the six months ended June 29, 2025.

The $13.5 million increase in out-of-park revenues was due to $19.6 million contributed by Former Six Flags operations during the six months ended June 29, 2025, partially offset by lower out-of-park revenues at the Former Cedar Fair parks driven by decreased revenues from Cedar Point resorts, which were impacted by inclement weather.

The increase in net revenues was partially offset by a $0.3 million unfavorable impact of foreign currency exchange rates.

Operating costs and expenses for the six months ended June 29, 2025 increased $520.4 million compared with the six months ended June 30, 2024.

The increase in operating costs and expenses was the result of a $375.5 million increase in operating expenses, a $107.3 million increase in selling, general and administrative ("SG&A") expenses and a $37.6 million increase in cost of goods sold.

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.

The $375.5 million increase in operating expenses was due to a $384.6 million increase related to Former Six Flags operations during the six months ended June 29, 2025 offset by lower maintenance costs and seasonal labor hours at the Former Cedar Fair parks.

Decreases in full-time head count at the Former Cedar Fair parks driven by recent reorganization efforts were offset by severance expense in the period.

The $107.3 million increase in SG&A expenses included $68.0 million of additional expenses related to Former Six Flags operations during the six months ended June 29, 2025, $24.8 million of higher severance and equity compensation expense driven by recent reorganization efforts, the timing of planned advertising costs, and additional IT costs related to integration efforts somewhat offset by less Merger-related transaction costs.

Cost of goods sold as a percentage of food, merchandise and games revenue increased 30 bps.

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The increase in operating costs and expenses was partially offset by a $0.9 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 ).

Depreciation and amortization expense for the six months ended June 29, 2025 increased $169.6 million compared with the six months ended June 30, 2024, which was due to $155.5 million of depreciation expense attributable to Former Six Flags 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 $12.3 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.

After the items above, operating loss for the six months ended June 29, 2025 totaled $246.5 million compared with $3.1 million for the six months ended June 30, 2024.

The amount for the six months ended June 29, 2025 included $162.9 million of operating loss attributable to the Former Six Flags operations during the six months ended June 29, 2025.

Net interest expense for the six months ended June 29, 2025 increased $105.3 million as a result of $93.9 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.

The refinancing events also resulted in a loss on early debt extinguishment of $5.9 million during the prior period (see Note 6 ).

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

dollar denominated notes to an entity's functional currency.

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.

During the six months ended June 29, 2025, a benefit for income taxes of $110.5 million was recorded compared with $12.2 million for the six months ended June 30, 2024.

The increase in benefit for income taxes was primarily attributable to 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-deductible 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 six months ended June 29, 2025 totaled $319.4 million, or $3.18 per diluted share of common stock.

The net loss included $259.4 million of net loss relating to the Former Six Flags operations during the six months ended June 29, 2025.

Net loss for the six months ended June 30, 2024 totaled $77.9 million, or $1.54 per diluted limited partner unit.

Three months ended June 29, 2025 vs.

Three months ended June 30, 2024

The results for the three-month period ended June 29, 2025 are not directly comparable with the results for the three-month period ended June 30, 2024 because the three-month period ended June 29, 2025 included the results of the Former Six Flags operations (see Note 2 ).

The current three-month period included 1,993 operating days compared with 789 operating days for the three-month period ended June 30, 2024, an increase of 1,204 operating days.

There were 1,238 operating days for the three-month period ended June 29, 2025 at Former Six Flags parks.

A 34 operating day decrease at the Former Cedar Fair parks was primarily driven by the planned removal of lower-volume operating days from the 2025 operating calendar.

The following table presents key financial information for the Combined Company for the three months ended June 29, 2025 and June 30, 2024:

Three months ended Increase (Decrease)

June 29, 2025 June 30, 2024 $ %

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

Net revenues $ 930,390 $ 571,616 $ 358,774 62.8 %

Operating costs and expenses 710,765 387,281 323,484 83.5 %

Depreciation and amortization 134,628 57,015 77,613 136.1 %

Loss on impairment / retirement of fixed assets, net 10,518 4,121 6,397 155.2 %

Operating income $ 74,479 $ 123,199 $ (48,720) (39.5) %

Attendance 14,191 8,635 5,556 64.3 %

In-park per capita spending $ 62.46 $ 60.95 $ 1.51 2.5 %

Admissions per capita spending $ 34.19 $ 32.35 $ 1.84 5.7 %

Per capita spending on in-park products $ 28.27 $ 28.60 $ (0.33) (1.2) %

Out-of-park revenues $ 71,908 $ 61,036 $ 10,872 17.8 %

Operating days 1,993 789 1,204 152.6 %

For the three months ended June 29, 2025, net revenues increased $358.8 million compared with the three months ended June 30, 2024.

The increase in net revenues reflected $388.7 million in net revenues contributed by Former Six Flags operations during the three months ended June 29, 2025 and a $29.9 million decrease in net revenues contributed by Former Cedar Fair operations during the three months ended June 29, 2025 compared to the prior period.

The increase in net revenues reflected the impact of a 5.6 million-visit increase in attendance, the impact of a $1.51, or 2.5%, increase in in-park per capita spending and a $10.9 million increase in out-of-park revenues.

The 5.6 million-visit increase in attendance was attributable to a 6.3 million-visit increase resulting from attendance at Former Six Flags parks for the three months ended June 29, 2025, partially offset by a 0.7 million-visit decrease in attendance at Former Cedar Fair parks.

The $1.51 increase in in-park per capita spending was primarily due to higher admissions per capita spending at the Former Cedar Fair parks driven by pricing, and to a lesser extent, higher per capita spending on in-park products at the Former Cedar Fair parks.

The inclusion of the Former Six Flags parks resulted in a $0.48 decrease in in-park per capita spending during the three months ended June 29, 2025.

The $10.9 million increase in out-of-park revenues was due to $14.8 million contributed by Former

Six Flags operations during the three months ended June 29, 2025, partially offset by lower out-of-park revenues at the Former Cedar Fair parks driven by decreased revenues from Cedar Point resorts, which were impacted by inclement weather.

The increase in net revenues was partially offset by a $0.2 million unfavorable impact of foreign currency exchange rates.

Operating costs and expenses for the three months ended June 29, 2025 increased $323.5 million compared with the three months ended June 30, 2024.

The increase in operating costs and expenses was the result of a $232.7 million increase in operating expenses, a $63.2 million increase in SG&A expenses and a $27.6 million increase in cost of goods sold.

The $232.7 million increase in operating expenses included a $238.5 million increase related to Former Six Flags operations during the three months ended June 29, 2025 offset by lower maintenance costs and seasonal labor hours at the Former Cedar Fair parks.

Decreases in full-time head count at the Former Cedar Fair parks driven by recent reorganization efforts were more than offset by severance expense in the period.

The $63.2 million increase in SG&A expenses included $44.5 million of additional expenses related to Former Six Flags operations during the three months ended June 29, 2025, $10.9 million of higher severance expense driven by recent reorganization efforts, the timing of planned advertising costs, and additional IT costs related to integration efforts somewhat offset by less Merger-related transaction costs.

Increases in equity compensation expense at the Former Cedar Fair parks driven by recent reorganization efforts were more than offset by a reduction in equity compensation expense due to changes in expected company performance.

Cost of goods sold as a percentage of food, merchandise and games revenue decreased 30 bps.

The 30 bps decrease was attributable to the inclusion of the Former Six Flags parks in the current period's results.

The increase in operating costs and expenses was partially offset by a $0.2 million favorable impact of foreign currency exchange rates.

Depreciation and amortization expense for the three months ended June 29, 2025 increased $77.6 million compared with the three months ended June 30, 2024, which was due to $93.1 million of depreciation expense attributable to Former Six Flags 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.

The loss on retirement of fixed assets in the current period included $7.4 million of losses related to Former Six Flags operations.

After the items above, operating income for the three months ended June 29, 2025 totaled $74.5 million compared with $123.2 million for the three months ended June 30, 2024.

The amount for the three months ended June 29, 2025 included a $26.0 million operating loss attributable to the Former Six Flags operations during the three months ended June 29, 2025.

Interest expense, net for the three months ended June 29, 2025 increased $52.6 million as a result of $47.6 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.

The refinancing events also resulted in a loss on early debt extinguishment of $5.9 million during the prior period (see Note 6 ).

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

dollar denominated notes to an entity's functional currency.

During the three months ended June 29, 2025, a provision for income taxes of $76.3 million was recorded compared with $20.2 million for the three months ended June 30, 2024.

The increase in provision for income taxes was primarily attributable to a change in forecasted pre-tax book income, the effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation.

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 June 29, 2025 totaled $99.6 million, or $0.99 per diluted share of common stock.

The net loss included $125.8 million of net loss relating to the Former Six Flags operations during the three months ended June 29, 2025.

Net income for the three months ended June 30, 2024 totaled $55.6 million, or $1.08 per diluted limited partner unit.

The preliminary results for the five week periods ended August 3, 2025 and August 4, 2024 each reflect the financial results for the Combined Company.

Based on preliminary operating results, net revenues for the five-week period ended August 3, 2025 are estimated to total between $680 million and $685 million, representing a decrease of approximately 3% from the five-week period ended August 4, 2024.

Preliminary attendance for the five-week period ended August 3, 2025 totaled 11 million guests, an increase of 1% compared to the five-week period ended August 4, 2024.

Preliminary in-park per capita spending for the five-week period ended August 3, 2025 is estimated to be down approximately 4% compared to the five-week period ended August 4, 2024.

For the five-week period ended August 3, 2025, preliminary net revenues included in-park revenues of approximately $650 million, out-of-park revenues of approximately $50 million and concessionaire remittance of approximately $20 million.

Both out-of-park revenues and concessionaire remittance for the five-week period ended August 3, 2025 were flat to the five-week period ended August 4, 2024.

Modified EBITDA and Adjusted EBITDA

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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)

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net income (loss) for the three and six-month periods ended June 29, 2025 and June 30, 2024.

The results for the three and six months ended June 29, 2025 include the results of Former Six Flags operations (see Note 2 ).

Three months ended Six months ended

(In thousands) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

Net income (loss) $ (74,832) $ 55,553 $ (294,550) $ (77,914)

Interest expense, net 92,409 39,825 179,444 74,161

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

Provision (benefit) for taxes 76,283 20,210 (110,477) (12,206)

Depreciation and amortization 134,628 57,015 236,958 67,327

EBITDA 228,488 172,603 11,375 51,368

Loss on early debt extinguishment — 5,911 — 5,911

Non-cash foreign currency (gain) loss (19,986) 1,763 (22,200) 7,002

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11,030 11,128 26,670 21,275

Severance (2)

23,823 461 27,200 550

4,626 342 8,181 1,024

Modified EBITDA 267,434 205,464 96,644 108,284

Net loss attributable to non-controlling interests — —

Net income attributable to non-controlling interests 24,816 — 24,816 —

Adjusted EBITDA $ 242,618 $ 205,464 $ 71,828 $ 108,284

(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.

(1) Consists of integration costs related to the Mergers for the three and six months ended June 29, 2025, including third-party consulting costs 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 and integration consulting costs for the three and six months ended June 30, 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.

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

(2) Consists of severance and related employer taxes and benefits.

During the three and six months ended June 29, 2025, certain employees, including certain executive level employees, were terminated as part of recent reorganization efforts.

(3) 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.

These costs are added back to net income (loss) to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses unrelated to the Mergers, cost of goods sold recorded to align inventory standards following the Mergers, Mexican VAT taxes on intercompany activity, gains/losses related to the Partnership Parks 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.

For the six months ended June 29, 2025, Adjusted EBITDA decreased $36.5 million compared with the six months ended June 30, 2024.

The decrease in Adjusted EBITDA was attributable to a $36.6 million decrease in Adjusted EBITDA from Former Cedar Fair operations.

The $36.6 million decrease in Adjusted EBITDA from Former Cedar Fair operations was entirely due to lower revenues driven by lower attendance, which was impacted by inclement weather and fewer planned operating days in the current period.

For the three months ended June 29, 2025, Adjusted EBITDA increased $37.2 million compared with the three months ended June 30, 2024.

The increase in Adjusted EBITDA included $61.8 million of Adjusted EBITDA contributed by Former Six Flags operations during the three months ended June 29, 2025 offset by a $24.6 million decrease from Former Cedar Fair operations.

The $24.6 million decrease in Adjusted EBITDA from Former Cedar Fair operations was entirely due to lower revenues driven by lower attendance, which was impacted by inclement weather and fewer planned operating days 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 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.

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 third 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;

Capital expenditures include 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;

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Cash interest payments for the Combined Company are expected to range from $315 million to $325 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

Cash payments for income taxes for the Combined Company are expected to range fro m $35 million to $45 million i n 2025.

As of June 29, 2025, deferred revenue totaled $461.0 million, including non-current deferred revenue.

This represented an increase of $172.2 million compared with total deferred revenue as of June 30, 2024, of which $180.6 million of the increase was attributable to Former Six Flags.

The decrease in the remaining total deferred revenue was largely attributable to lower 2025 season-long product sales at Former Cedar Fair.

The following table presents key cash flow information for the six months ended June 29, 2025 and June 30, 2024:

Six months ended

June 29, 2025 June 30, 2024

(Amounts in thousands)

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

Net cash from operating activities $ 8,944 $ 68,627

Net cash for investing activities (308,079) (117,968)

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Effect of exchange rate on cash and cash equivalents (395) (701)

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.

Net increase (decrease) in cash and cash equivalents $ 24,212 $ (12,630)

Net cash from operating activities for the first six months of 2025 totaled $8.9 million, a decrease of $59.7 million compared with the same period in the prior year.

The decrease was primarily due to lower earnings.

Net cash for investing activities for the first six months of 2025 totaled $308.1 million, an increase of $190.1 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.

Net cash from financing activities for the first six months of 2025 totaled $323.7 million, an increase of $286.3 million compared with the same period in the prior year.

The increase was primarily attributable to additional term debt borrowings incurred offset by the redemption of the remaining 2025 Six Notes.

Contractual Obligations

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:

As of June 29, 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 within twelve months, 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 June 29, 2025 consisted of the following:

• $1,493 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended.

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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 March 30, 2025 related to the senior secured term debt facility.

There was $15.0 million of current maturities outstanding and payable within the next twelve months as of June 29, 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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Interest is payable under the 2029 senior notes semi-annually in January and July.

• $200 million of 7.000% senior secured notes, maturing in July 2025.

Interest is payable under the 2025 Six Notes semi-annually in January and July.

• $500 million of 5.500% 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 $45.0 million as of March 30, 2025, the Combined Company had $179.3 million of availability under the former revolving credit facility.

After letters of credit of $45.0 million as of June 29, 2025, the Combined Company had $432.7 million of availability under the former revolving credit facility.

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

During the third quarter of 2024, $165 million of the outstanding balance of the 2025 Six Notes was paid on July 1, 2024 and the remaining $56.9 million outstanding balance of the 2024 Six Notes was paid on July 31, 2024.

With respect to the revolving credit facility only, the 2024 Credit Agreement, as amended, includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant, which is required to be tested as of the last day of each quarter except for the quarter in which the consummation of the Mergers occurred.

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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 March 30, 2025.

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

The Amendments enabled Cedar Fair to select November 2, 2023, the date the Merger Agreement with Former Six Flags was entered into, as the testing date for purposes of calculating, with respect to the Mergers and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023.

The Amendments enabled Cedar Fair to select November 2, 2023, the date the Merger Agreement with Former Six Flags

was entered into, as the testing date for purposes of calculating, with respect to the Mergers and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023.

To become operative, the Amendments required a payment, which was made upon the consummation of the Mergers.

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

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

Three tranches of fixed rate senior notes outstanding as of June 29, 2025 were registered under the Securities Act of 1933:

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

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

However, the registered senior notes rank effectively junior to any secured debt to the extent of the value of the assets securing such debt, including under the 2024 Credit Agreement, the 2025 Six Notes and the 2032 Six Notes.

In the event that the co-issuers (except for the Combined Company) or any subsidiary guarantor is released from its obligations under the 2024 Credit Agreement, such entity will also be released from its obligations under the 2027 and 2029 senior notes and from its guarantee under the 2028 senior notes.

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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 March 30, 2025 and December 31, 2024.

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 June 29, 2025 and December 31, 2024.

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

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Certain subsidiaries did not guarantee the credit facilities or senior notes (the "non-guarantor" subsidiaries).

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

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

The summarized financial information excludes results of 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 $138.4 million and $123.6 million as of June 29, 2025 and December 31, 2024, respectively.

Summarized Financial Information

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(Co-Issuer Subsidiary) Guarantor Subsidiaries

Balance as of March 30, 2025

Balance as of June 29, 2025

Current Assets $ 929 $ 74,765 $ 46,546 $ 650,181 $ 1,853,010

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

Three Months Ended March 30, 2025

Six Months Ended June 29, 2025

Net revenues $ — $ 119 $ 41,514 $ 489,004 $ 465,330

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

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

Operating (loss) income (8,371) (321,849) (3,016) 249,968 (140,208)

Net (loss) income (253,641) (54,419) 22,308 129,824 (53,531)

Twelve Months Ended December 31, 2024

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Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to management's expectations, beliefs, goals and strategies regarding the future.

Words such as "anticipate," "believe," "create," "expect," "future," "guidance," "intend," "plan," "potential," "seek," "synergies," "target," "will," "would," similar expressions, and variations or negatives of these words identify forward-looking statements.

Words such as "anticipate," "believe," "create," "expect," "future," "guidance," "intend," "plan," "potential," "seek," "synergies," "target," "objective," "will," "would," similar expressions, and variations or negatives of these words identify forward-looking statements.

However, the absence of these words does not mean that the statements are not forward-looking.

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These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond the Combined Company's control and could cause actual results to differ materially from those described in such statements.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, that the Combined Company's growth and operational strategies will achieve the target results.

Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, or that the Combined Company's growth and operational strategies will achieve the target results.

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:

1 unchanged sentence

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

adverse weather conditions;

general economic, political and market conditions;

the impacts of pandemics or other public health crises, including the effects of government responses on people and economies;

adverse weather conditions;

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

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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