What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-06 · 159 added, 146 removed, 247 unchanged (55% of the section changed)

11 unchanged sentences

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.

Accordingly, unless indicated otherwise, financial results and disclosures within this Management's Discussion and Analysis as of September 28, 2025, December 31, 2024 and September 29, 2024, for the three and nine months ended September 28, 2025, and for the three months ended September 29, 2024 reflect the Combined Company's operations.

Financial results and disclosures for the nine months ended September 29, 2024 include only Cedar Fair's results before giving effect to the Mergers through June 30, 2024 and include Combined Company results from July 1, 2024 through September 29, 2024.

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.

The Combined Company is North America's largest regional amusement park operator with 26 amusement parks, 15 separately gated water parks and nine resorts.

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

Of the 41 amusement and water parks, 37 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, which include salaries and wages, operating and maintenance supplies, 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.

Changes in import tariffs and trade policies have resulted and may continue to result in increased costs.

Potential market disruptions could result in the inability to acquire certain goods timely or at all.

The Combined Company's operations are seasonal.

9 unchanged sentences

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-

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.

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.

11 unchanged sentences

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

The results for the nine months ended September 29, 2024 include only Cedar Fair's results before giving effect to the Mergers through June 30, 2024 and include Combined Company results from July 1, 2024 through September 29, 2024.

Three months ended Nine months ended

(In thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

In-park admissions revenues $ 664,480 $ 716,483 $ 1,255,968 $ 1,043,172

11 unchanged sentences

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 attendance by providing an improved guest experience, new marketable rides and attractions, modifying 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.

12 unchanged sentences

• 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.

During the third 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 Note 5 , the Former Six Flags and Schlitterbahn reporting units experienced a decline in estimated future cash flows as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, and the Combined Company experienced a more significant, sustained decline in its share price through the third quarter when compared to industry peers.

In connection with the preparation of the financial statements for the third quarter, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results.

As a result, a triggering event occurred and impairment charges were recognized for these reporting units and related trade names, with the exception of Six Flags New England, during the three months ended September 28, 2025.

Valuation assumptions about future performance could adversely change and result in further 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.

Future valuation assumptions are dependent on numerous factors, including

the Combined Company's operating plans for fiscal year 2026 and future years, changes to the Combined Company's long-term strategy and other market conditions.

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.

Nine months ended September 28, 2025 vs.

Nine months ended September 29, 2024

The results for the nine-month period ended September 28, 2025 are not directly comparable with the results for the nine-month period ended September 29, 2024 because the nine-month period ended September 29, 2024 only includes the results of Former Six Flags operations from July 1, 2024 through September 29, 2024.

The current nine-month period included 4,959 operating days compared with 3,491 operating days for the nine-month period ended September 29, 2024, an increase of 1,468 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 $ %

The remaining 45 operating day decrease 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 nine months ended September 28, 2025 and September 29, 2024:

Nine months ended Increase (Decrease)

September 28, 2025 September 29, 2024 $ %

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

3 unchanged sentences

Loss on retirement of fixed assets, net 21,413 11,406 10,007 87.7 %

Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,475,637 N/M

Loss on other assets 791 — 791 100.0 %

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

Operating (loss) income $ (1,350,113) $ 259,425 $ (1,609,538) (620.4) %

Attendance 38,118 30,955 7,163 23.1 %

4 unchanged sentences

Operating days 4,959 3,491 1,468 42.1 %

Net income margin (1) (59.5) % 2.8 % (62.3) %

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.

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

For the nine months ended September 28, 2025, net revenues increased $428.6 million compared with the nine months ended September 29, 2024.

Of the increase in net revenues, $499.7 million in net revenues were contributed by Former Six Flags operations during the six months ended June 29, 2025.

The increase in net revenues reflected the impact of a 7.2 million-visit increase in attendance and a $19.3 million increase in out-of-park revenues slightly offset by the impact of a $0.40, or 0.7%, decrease in in-park per capita spending.

The 7.2 million-visit increase in attendance included 7.8 million-visits at Former Six Flags parks during the six months ended June 29, 2025.

The offsetting 0.6 million-visit decline in attendance was largely driven by a decline in attendance during the second quarter which was impacted by inclement weather at Former Cedar Fair parks, 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 $19.3 million increase in out-of-park revenues was primarily due to $19.6 million contributed by Former Six Flags operations during the six months ended June 29, 2025.

The $0.40 decrease in in-park per capita spending was primarily due to lower admissions per capita spending driven by higher visitation per season pass holder and a higher mix of season pass visitation as a percentage of total visitation somewhat offset by higher per capita spending on in-park products driven by increased extra-charge and food and beverage spending.

The $0.40 decrease in in-park per capita spending was net of a $0.68 increase in in-park per capita spending due to the inclusion of the Former Six Flags parks during the six months ended June 29, 2025.

The increase in net revenues was partially offset by a $0.6 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.

Operating costs and expenses for the nine months ended September 28, 2025 increased $398.6 million compared with the nine months ended September 29, 2024.

The increase in operating costs and expenses was the result of a $349.8 million increase in operating expenses, a $38.9 million increase in cost of goods sold and a $9.9 million increase in selling, general and

administrative ("SG&A") expenses.

The $349.8 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 and increased utility costs of $5.0 million offset by $15.9 million in lower full-time wages, the impact of a $14.9 million increase to Former Cedar Fair's self-insurance reserves in the prior year (see Note 1 ), and $10.5 million of planned fewer seasonal labor hours.

The decrease in full-time wages was driven by a decrease in full-time head count related to recent reorganization efforts and a reduction in expected bonus payments due to changes in expected Combined Company performance partially offset by severance expense in the period.

Cost of goods sold as a percentage of food, merchandise and games revenue increased 20 bps.

The 20 bps increase was attributable to a non-recurring charge to cost of goods sold recorded to align inventory standards following the Mergers.

The $9.9 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 offset by a $68.7 million decrease in costs related to the Mergers.

Excluding these factors, SG&A expense increased as a result of $19.5 million of higher IT costs, including integration related costs, and $4.1 million of higher employee benefits offset by a $15.5 million planned decrease in advertising costs.

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 ).

Depreciation and amortization expense for the nine months ended September 28, 2025 increased $153.1 million compared with the nine months ended September 29, 2024, which was due to $155.5 million of depreciation expense attributable to Former Six Flags during the six months ended June 29, 2025, the impact of a higher fair value for Former Six Flags property and equipment during the third quarter of 2024, 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.

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.

The loss on retirement of fixed assets in the current period included $12.3 million of losses related to Former Six Flags operations during the six months ended June 29, 2025.

In connection with the preparation of the financial statements for the third quarter of 2025, management tested the Former Six Flags and Schlitterbahn reporting units, as well as the Six Flags trade name and Schlitterbahn trade name, for impairment due to a decline in estimated future cash flows as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter and due to a more significant, sustained decline in the Combined Company's share price through the third quarter when compared to industry peers.

Management concluded the estimated fair value of these reporting units and trade names, with the exception of Six Flags New England, no longer exceeded their carrying values resulting in a cumulative $1.52 billion impairment recorded during the third quarter of 2025 (see Note 5 ).

During the third quarter of 2024, management tested the Schlitterbahn reporting unit for impairment due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Combined Company portfolio following the Mergers.

Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer exceeded its carrying value resulting in a $42.5 million impairment recorded during the third quarter of 2024.

After the items above, operating loss for the nine months ended September 28, 2025 totaled $1.35 billion compared with operating income of $259.4 million for the nine months ended September 29, 2024.

The amount for the nine months ended September 28, 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 nine months ended September 28, 2025 increased $114.6 million as a result of $93.9 million of interest incurred during the six months ended June 29, 2025 on debt acquired in the Mergers, additional revolver borrowings in 2025, and interest accretion related to the Six Flags Over Georgia call option liability (see Note 7 ).

The loss on early debt extinguishment of $8.0 million in the prior period was attributable to the full redemption of the 2025 senior notes (see Note 6 ).

Other expense (income), 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:

During the nine months ended September 28, 2025, a benefit for income taxes of $148.5 million was recorded compared with a provision for income taxes of $31.1 million for the nine months ended September 29, 2024.

The decrease in provision 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 impact of impairment charges, the effects of non-controlling interest distributions, 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 nine months ended September 28, 2025 totaled $1.51 billion, or $14.99 per diluted share of common stock.

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

Net income attributable to Six Flags Entertainment Corporation for the nine months ended September 29, 2024 totaled $33.1 million, or $0.49 per diluted share of common stock and limited partner unit.

Net income margin decreased 62.3%.

Three months ended September 28, 2025 vs.

Three months ended September 29, 2024

The results for the three-month period ended September 28, 2025 included 2,573 operating days compared with 2,585 operating days for the three-month period ended September 29, 2024, a decrease of 12 operating days.

The operating day decrease primarily impacted small parks.

The following table presents key financial information for the Combined Company for the three months ended September 28, 2025 and September 29, 2024:

Three months ended Increase (Decrease)

June 29, 2025 June 30, 2024 $ %

September 28, 2025 September 29, 2024 $ %

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

2 unchanged sentences

Depreciation and amortization 128,053 144,560 (16,507) (11.4) %

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) %

Loss on retirement of fixed assets, net 2,797 4,671 (1,874) (40.1) %

Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,475,637 N/M

Operating (loss) income $ (1,103,565) $ 262,510 $ (1,366,075) (520.4) %

Attendance 21,109 20,971 138 0.7 %

4 unchanged sentences

Operating days 2,573 2,585 (12) (0.5) %

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.

Net income margin (1) (88.2) % 10.0 % (98.2) %

N/M Not meaningful

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

For the three months ended September 28, 2025, net revenues decreased $30.6 million compared with the three months ended September 29, 2024.

The decrease in net revenues reflected the impact of a $2.19, or 3.6%, decrease in in-park per capita spending offset by a 0.1 million-visit increase in attendance and a $5.9 million increase in out-of-park revenues.

The $2.19 decrease in in-park per capita spending was due to lower admissions per capita spending driven by higher visitation per season pass holder, a higher mix of season pass visitation as a percentage of total visitation and lower single day pricing driven by promotional offers.

The decrease in admissions per capita spending was somewhat offset by higher per capita spending on in-park products driven by increased extra-charge and food and beverage spending.

The 0.1 million-visit increase in attendance was driven by parks with significant capital projects during the year, particularly Canada's Wonderland, Kings Island and Cedar Point.

The $5.9 million increase in out-of-park revenues was due to higher revenues from sponsorships and international agreements.

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 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.

Operating costs and expenses for the three months ended September 28, 2025 decreased $121.8 million compared with the three months ended September 29, 2024.

The decrease in operating costs and expenses was the result of a $97.4 million decrease in SG&A expenses and a $25.7 million decrease in operating expenses offset by a $1.3 million increase in cost of goods sold.

The $97.4 million decrease in SG&A expenses included a $56.3 million decrease in costs related to the Mergers and a $20.4 million decrease in equity compensation expense primarily due to prior period accelerated expense as a result of the Mergers.

Excluding these factors, SG&A expense decreased as a result of a $26.2 million planned decrease in advertising costs and a $6.3 million reduction in expected bonus payments due to changes in expected Combined Company performance offset by $7.8 million of higher IT costs, including integration related costs.

The $25.7 million decrease in operating expenses was driven by the impact of the $14.9 million increase to Former Cedar Fair's self-insurance reserves in the prior year (see Note 1 ), a $13.0 million reduction in expected bonus payments due to changes in expected Combined Company performance, and $5.8 million in planned fewer seasonal labor hours offset by higher utility and maintenance costs.

Cost of goods sold as a percentage of food, merchandise and games revenue decreased 10 bps due to menu mix and vendor sourcing efficiencies.

The decrease in operating costs and expenses was not materially impacted by foreign currency exchange rates.

Depreciation and amortization expense for the three months ended September 28, 2025 decreased $16.5 million compared with the three months ended September 29, 2024, which was due to the impact of a higher fair value for Former Six Flags property and equipment during the third quarter of 2024 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 was due to retirement of assets in the normal course of business.

After the items above, operating loss for the three months ended September 28, 2025 totaled $1.10 billion compared with operating income of $262.5 million for the three months ended September 29, 2024.

Interest expense, net for the three months ended September 28, 2025 increased $9.3 million primarily as a result of interest accretion related to the Six Flags Over Georgia call option liability (see Note 7 ).

The loss on early debt extinguishment of $2.1 million in the prior period was attributable to the full redemption of the 2025 senior notes, specifically representing consent payments on the 2025 senior notes (see Note 6 ).

Other expense (income), 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.

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.

During the three months ended September 28, 2025, a benefit for income taxes of $38.0 million was recorded compared with a provision for taxes of $43.3 million for the three months ended September 29, 2024.

The decrease in provision for income taxes was primarily attributable to a change in forecasted pre-tax book income.

The effective tax rate differed from the federal statutory rate due primarily to the impact of impairment charges, the effects of non-controlling interest distributions, 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 September 28, 2025 totaled $1.19 billion, or $11.77 per diluted share of common stock, compared with net income attributable to Six Flags Entertainment Corporation $111.0 million, or $1.10 per diluted share of common stock, for the three months ended September 29, 2024.

Net income margin decreased 98.2% .

October Update

Preliminary attendance for the five-week period ended November 2, 2025 totaled 5.8 million guests, a decrease of 11% compared to the five-week period ended November 3, 2024 and an increase of 7% compared to the five-week period ended November 5, 2023.

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.

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

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

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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 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)

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net (loss) income for the three and nine-month periods ended September 28, 2025 and September 29, 2024.

Three months ended Nine months ended

(In thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Net (loss) income $ (1,162,532) $ 135,465 $ (1,457,082) $ 57,551

Interest expense, net 91,056 81,742 270,500 155,903

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

(Benefit) provision for taxes (38,043) 43,341 (148,520) 31,135

Depreciation and amortization 128,053 144,560 365,011 211,887

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

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

Non-cash foreign currency loss (gain) 6,625 (1,122) (15,575) 5,880

Non-cash equity compensation expense 14,948 39,131 40,959 53,550

Loss on retirement of fixed assets, net 2,797 4,671 21,413 11,406

Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,518,099 42,462

Loss on other assets — — 791 —

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8,592 126 35,792 676

Self-insurance adjustment (3) — 14,865 — 14,865

(577) 1,893 7,604 2,917

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Adjusted EBITDA $ 554,688 $ 558,033 $ 626,516 $ 666,317

(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.

Modified EBITDA margin (5)

44.0 % 43.2 % 27.6 % 34.2 %

(1) Consists of integration costs related to the Mergers, including third-party consulting costs, 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.

Amounts in 2024 also include third-party legal and consulting transaction costs.

These costs are added back to net (loss) income 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.

During 2025, certain employees, including certain executive level employees, were terminated as part of recent reorganization efforts.

(3) During the third quarter of 2024, an actuarial analysis of Former Cedar Fair's self-insurance reserves resulted in a change in estimate that increased IBNR reserves by $14.9 million.

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

(4) 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.

These costs are added back to net (loss) income 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.

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.

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

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

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

For the nine months ended September 28, 2025, Adjusted EBITDA decreased $39.8 million and Modified EBITDA margin decreased 6.6% compared with the nine months ended September 29, 2024.

For the three months ended September 28, 2025, Adjusted EBITDA decreased $3.3 million and Modified EBITDA margin increased 0.8% compared with the three months ended September 29, 2024.

The variances in Adjusted EBITDA and Modified EBITDA margin were entirely due to lower revenues driven by lower attendance and in-park per capita spending, which were somewhat offset by a reduction in expense, particularly lower labor and advertising costs.

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 third quarter of 2026.

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 fourth quarter of 2026.

The Combined Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business.

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Cash interest payments for the Combined Company are expected to range from $325 million to $330 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.

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

Cash payments for income taxes for the Combined Company are expected to range from $35 million to $40 million in 2025.

As of September 28, 2025, deferred revenue totaled $365.4 million, including non-current deferred revenue.

This represented an increase of $6.2 million compared with total deferred revenue as of September 29, 2024.

The increase in total deferred revenue was largely attributable to higher 2026 season-long product sales offset by the timing of sponsorship billing.

The following table presents key cash flow information for the nine months ended September 28, 2025 and September 29, 2024:

Nine months ended

September 28, 2025 September 29, 2024

(Amounts in thousands)

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Net cash for investing activities (408,075) (378,705)

Net cash from financing activities 323,742 37,412

Net cash from (for) financing activities 32,631 (1,166)

Effect of exchange rate on cash and cash equivalents (2,187) (1,895)

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.

Net (decrease) increase in cash and cash equivalents $ (12,491) $ 24,217

Net cash from operating activities for the first nine months of 2025 totaled $365.1 million, a decrease of $40.8 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.

Net cash for investing activities for the first nine months of 2025 totaled $408.1 million, an increase of $29.4 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 during the first six months of 2025 and incremental capital expenditures in the current period offset by net cash consideration paid for the Mergers in the prior period.

Net cash from financing activities for the first nine months of 2025 totaled $32.6 million, an increase of $33.8 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 and higher payments on outstanding revolver credit facility borrowings.

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.

As of September 28, 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:

Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Combined Company's long-term debt agreements as of September 28, 2025 consisted of the following:

• $1,489 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 $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.

There was $15.0 million of current maturities outstanding and payable within the next twelve months as of September 28, 2025 related to the senior secured term debt facility.

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

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

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

After letters of credit of $45.8 million as of September 28, 2025, the Combined Company had $692.2 million of availability under the former revolving credit facility.

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

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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 greater than 5.25x as of June 29, 2025.

The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was greater than 5.25x as of September 28, 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 June 29, 2025 were registered under the Securities Act of 1933:

Three tranches of fixed rate senior notes outstanding as of September 28, 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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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.

The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of September 28, 2025 and December 31, 2024.

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

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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.

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 $133.3 million and $123.6 million as of September 28, 2025 and December 31, 2024, respectively.

Summarized Financial Information

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(Co-Issuer Subsidiary) Guarantor Subsidiaries

Balance as of June 29, 2025

Balance as of September 28, 2025

Current Assets $ 656 $ 74,319 $ 70,829 $ 686,563 $ 2,026,965

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

Six Months Ended June 29, 2025

Nine Months Ended September 28, 2025

Net revenues $ — $ 355 $ 135,205 $ 1,060,574 $ 1,002,211

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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