Six Flags Entertainment Corporation/NEW 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 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. Upon the consummation of the Mergers, the separate legal existences of each of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined Company changed its name to “Six Flags Entertainment Corporation”. 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" 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 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 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 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 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. 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. 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 and Senior Vice 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, in- 26 Table of Contents 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 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 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, merchandise, games and extra-charge products. Extra-charge products include premium benefit offerings such as front-of-line products. 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. 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 merchandise 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, 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 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 Out-of-park revenues 71,908 61,036 95,824 82,358 Concessionaire remittance (27,938) (15,722) (34,112) (19,018) Net revenues $ 930,390 $ 571,616 $ 1,132,447 $ 673,231 27 Table of Contents Strategy: 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; (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 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. 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 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. 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: • Business Combinations • Impairment of Long-Lived Assets • Goodwill and Other Intangible Assets • Self-Insurance Reserves • Revenue Recognition • Income Taxes 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: 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: 28 Table of Contents Six months ended Increase (Decrease) June 29, 2025 June 30, 2024 $ % (Amounts in thousands, except per capita and operating days) Net revenues $ 1,132,447 $ 673,231 $ 459,216 68.2 % Operating costs and expenses 1,122,630 602,254 520,376 86.4 % Depreciation and amortization 236,958 67,327 169,631 252.0 % Loss on retirement of fixed assets, net 18,616 6,735 11,881 176.4 % Loss on other assets 791 — 791 100.0 % Operating loss $ (246,548) $ (3,085) $ (243,463) N/M Other Data: 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 % 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 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 $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. The 30 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 $0.9 million favorable impact of foreign currency exchange rates. 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 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. 29 Table of Contents 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 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) % Other Data: 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 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 $1.51 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 30 Table of Contents 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. July Update 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. 31 Table of Contents 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 less net income (loss) attributable to non-controlling interests. Both measures have been included to disclose the effect of non-controlling interests. Prior to the Mergers, Former Cedar Fair did not have net income attributable to non-controlling interests. 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 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 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 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 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 Non-cash equity compensation expense 8,935 9,135 26,011 14,419 Loss on retirement of fixed assets, net 10,518 4,121 18,616 6,735 Loss on other assets — — 791 — Costs related to the Mergers (1) 11,030 11,128 26,670 21,275 Severance (2) 23,823 461 27,200 550 Other (3) 4,626 342 8,181 1,024 Modified EBITDA 267,434 205,464 96,644 108,284 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 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 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 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 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. 32 Table of Contents 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: The Combined Company's principal sources of liquidity include cash from operating activities, funding from long-term debt obligations and existing cash on hand. Due to the seasonality of the business, pre-opening operations are funded with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period. 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 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 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 $315 million to $325 million in 2025. 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. Cash Flows 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 from operating activities $ 8,944 $ 68,627 Net cash for investing activities (308,079) (117,968) Net cash from financing activities 323,742 37,412 Effect of exchange rate on cash and cash equivalents (395) (701) 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 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 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: 33 Table of Contents • $1,493 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended. Amortization payments of $15.0 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 $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. Interest is payable under the 2027 senior notes semi-annually in April and October. • $300 million of 6.500% senior unsecured notes, maturing in October 2028. Interest is payable under the 2028 senior notes semi-annually in April and October. • $500 million of 5.250% senior unsecured notes, maturing in July 2029. Interest is payable under the 2029 senior notes semi-annually in January and July. • $500 million of 5.500% senior unsecured notes, maturing in April 2027. Interest is payable under the 2027 Six Notes semi-annually in April and October. • $800 million of 7.250% senior unsecured notes, maturing in May 2031. Interest is payable under the 2031 Six Notes semi-annually in May and November. • $850 million of 6.625% senior secured notes, maturing in May 2032. Interest is payable under the 2032 Six Notes semi-annually in May and November. • $372 million of borrowings under the $850 million senior secured revolving credit facility under the 2024 Credit Agreement, as amended. The revolving credit facility bears interest at Term SOFR or Term Canadian Overnight Repo Rate Average plus a margin of 200 bps per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum; matures on July 1, 2029, following the amendment to the 2024 Credit Agreement and subject to a springing maturity date on the date that is 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $200 million on such date; and requires a commitment fee of 50 bps per annum on the unused portion of the revolving credit facility, which is subject to decrease to 37.5 bps upon achievement of a 3.5x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement, as amended). 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 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. 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. The maximum Net First Lien Leverage Ratio following the consummation of the Mergers is 5.25x beginning with the test period ending on or about December 31, 2024, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5x beginning with the test period ending on or about December 31, 2027. The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Combined Company's ability to pay dividends. Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00x, the Combined Company can make unlimited restricted payments so long as no event of default has occurred and is continuing. If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, the Combined Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing. Irrespective of any leverage calculations, the Combined Company can make restricted payments not to exceed the greater of 7.0% of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually. Pursuant to the terms of the indenture governing the 2027 senior notes, which includes the most restrictive of the restricted payments provisions under the terms of the Combined Company's outstanding notes, even if the pro forma Total Indebtedness to Consolidated Cash Flow Ratio (as defined in the indenture governing the 2027 senior notes) is greater than 5.25x, the Combined Company can still make restricted payments of $100 million annually so long as no default or event of default has occurred and is continuing. 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 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 34 Table of Contents 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. The payment related to the 2025 senior notes was still required despite the redemption of those notes in May 2024. Financial and Non-Financial Disclosure About Issuers and Guarantors of Registered Senior Notes 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". The Combined Company, Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC (“Millennium”) are the co-issuers of the registered senior notes. Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the registered senior notes. 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 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. 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 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. In addition, the co-issuers (except for the Combined Company) or any subsidiary guarantor can be released from its obligations under the registered senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the registered senior notes: i) in the case of co-issuers (other than the Combined Company), any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of the Combined Company or a sale or disposition of all or substantially all of the assets of such entity made in accordance with the applicable indenture; ii) if such entity is dissolved or liquidated; iii) if an entity is designated as an Unrestricted Subsidiary (as defined in each indenture); iv) in the case of the 2027 and 2029 senior notes, upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary (as defined in each indenture) of the Combined Company or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture. The obligations of each guarantor are limited to the extent necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. This provision may not, however, protect a guarantee from being voided under fraudulent transfer law, or may reduce the applicable guarantor’s obligation to an amount that effectively makes its guarantee worthless. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness of the guarantor, and depending on the amount of such indebtedness, could reduce the guarantee to zero. Each guarantor that makes a payment or distribution under a guarantee is entitled to a pro rata contribution from each other guarantor based on the respective net assets of the guarantors. The following tables provide summarized financial information for each of 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. 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. 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. 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. 35 Table of Contents Summarized Financial Information (In thousands) Six Flags Entertainment Corporation Magnum (Co-Issuer Subsidiary) Cedar Canada (Co-Issuer Subsidiary) Millennium (Co-Issuer Subsidiary) Guarantor Subsidiaries Balance as of June 29, 2025 Current Assets $ 929 $ 74,765 $ 46,546 $ 650,181 $ 1,853,010 Non-Current Assets 1,670,982 2,439,241 721,384 1,455,025 7,269,193 Current Liabilities 195,845 1,997,181 40,170 324,788 495,484 Non-Current Liabilities 366,308 10,857 363,828 2,222,889 3,155,849 Balance as of December 31, 2024 Current Assets $ 214 $ 74,710 $ 58,221 $ 147,184 $ 1,928,466 Non-Current Assets 1,878,531 2,196,232 675,573 2,518,804 6,993,517 Current Liabilities 160,229 1,699,979 20,032 227,100 607,921 Non-Current Liabilities 366,315 10,444 365,239 1,877,375 2,918,671 Six Months Ended June 29, 2025 Net revenues $ — $ 119 $ 41,514 $ 489,004 $ 465,330 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 Net revenues $ 98,489 $ 489,776 $ 160,414 $ 2,007,248 $ 1,116,695 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 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," "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. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. 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, 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: 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; 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; 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; 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 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. The Combined Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this report. 36 Table of Contents