Six Flags Entertainment Corporation/NEW

Previous wording

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 March 31, 2024 and for the three months ended March 31, 2024. The results for Former Six Flags are included in the Combined Company's results from the Closing Date forward. Accordingly, financial results and disclosures as of March 30, 2025 and for the three months ended March 30, 2025 reflect the Combined Company's operations.

Current wording

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.

Previous wording

The Combined Company is North America's largest regional amusement park operator with 27 amusement parks, 15 separately gated water parks and nine resorts for the 2025 operating season. See Note 13. Of the 42 amusement and water parks, 38 are located in the United States, two are located in Mexico and two are located in Canada. The parks generate revenues from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. The Combined Company's principal costs and expenses, which include salaries and wages, operating supplies, maintenance, insurance, advertising and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance. The Combined Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies. The Combined Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many rides and attractions require specialized manufacturing. Changes in import tariffs and trade policies may result in increased costs and potential market disruptions that could result in the inability to acquire certain goods timely or at all.

Current wording

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.

Previous wording

Each of the parks is overseen by a general manager or park president and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis. Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker ("CODM"), as well as by the Chief Financial Officer, the Chief Operating Officer, Senior Vice Presidents and the park general managers or park presidents. The Combined Company operates within a single reportable segment of amusement and water parks with accompanying resort facilities.

Current wording

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.

Previous wording

The following operational measures are key performance metrics in the Combined Company's managerial and operational reporting. They are used as major factors in significant operational decisions as they are the primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior. In-park revenues, in-park per capita spending and out-of-park revenues are non-GAAP measures.

Current wording

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- 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.

Previous wording

Attendance is defined as the number of guest visits to amusement parks and separately gated outdoor water parks. Attendance is driven by various factors, including pricing, new rides and product offerings, guest satisfaction, weather, advertising programs, perceived safety of the parks and economic conditions. Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter.

Current wording

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.

Previous wording

In-park per capita spending is calculated as revenues generated within the amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers (in-park revenues), divided by total attendance. In-park per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Combined Company's guests. Major in-park per capita spending categories include admission, food and beverage, retail, games and extra-charge products. Extra-charge products include premium benefit offerings such as front-of-line products.

Current wording

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 productsis 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.

Previous wording

Out-of-park revenues are defined as revenues from resorts, out-of-park food and retail locations, sponsorships, international agreements and all other out-of-park operations. Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Combined Company's properties as guests purchase hotel rooms and visit out-of-park food and retail locations. In addition, higher attendance levels enable the Combined Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands.

Current wording

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.

Previous wording

The following table presents net revenues disaggregated by in-park revenues and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittance) for the periods presented. The results for the three months ended March 30, 2025 include the results of Former Six Flags operations (see Note 2). Certain prior period amounts have been reclassified from out-of-park revenues to in-park revenues following completion of the Mergers (see Note 1. Reclassifications).

Current wording

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).

Previous wording

Following the Mergers, the Combined Company has introduced Project Accelerate as its strategy to enhance shareholder value. The key objectives of Project Accelerate are to: (1) enhance the guest experience by delivering a stronger price-value proposition that drives demand; (2) identify and activate operating efficiencies that generate cost synergies and drive margin expansion; (3) maintain a disciplined approach to the prioritization and activation of capital investments to realize the full market potential of each park, while maximizing free cash flow efficiency; (4) integrate technology stacks with a focus on harmonizing systems, eliminating redundancies, and enhancing the guest-facing digital experience; and (5) evaluate the potential divestiture of non-core assets.

Current wording

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.

Previous wording

The Combined Company plans to meet these objectives by driving revenue growth through higher levels of attendance, in-park per capita spending and out-of-park revenues, investing approximately a combined $1.0 billion in capital expenditures during 2025 and 2026, and continuing to achieve cost synergies in 2025 that began in 2024. Management plans to increase attendance by providing an improved guest experience, new marketable rides and attractions, modified operating calendars, improving its marketing strategy and focusing on increasing season pass visits through average visits per season pass and renewal rates. Management plans to increase in-park per capita spending by expanding the use of revenue management tools to drive dynamic pricing, refreshing food and beverage facilities to improve efficiency and quality of offerings, improving seasonal staffing to increase guest satisfaction and spending, and increasing attendance levels which leads to higher demand for premium products and a longer length of stay. Management plans to increase out-of-park revenues by upgrading and expanding resort offerings, improving revenue management capabilities to drive dynamic pricing and increased occupancy, and leveraging the Six Flags brand to increase sponsorship opportunities. Management plans to fund deferred investment needs and growth opportunities with the approximate $1.0 billion in planned capital expenditures over the next two years. Management plans to achieve cost synergies through operating cost reductions, organizational restructurings and elimination of duplicative overhead costs, including redundant processes and technologies.

Current wording

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.

Previous wording

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

Current wording

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 Note 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.

Previous wording

Operating costs and expenses for the three months ended March 30, 2025 increased $196.9 million compared with the three months ended March 31, 2024. The increase in operating costs and expenses was the result of a $142.8 million increase in operating expenses, a $44.1 million increase in selling, general and administrative ("SG&A") expenses and a $10.0 million increase in cost of goods sold. The $142.8 million increase in operating expenses included a $146.1 million increase related to Former Six Flags operations during the three months ended March 30, 2025 offset by a reduction in head count and lower maintenance costs at the Former Cedar Fair parks. The $44.1 million increase in SG&A expenses included $23.5 million of additional expenses related to Former Six Flags operations during the three months ended March 30, 2025, higher full-time wages at Former Cedar Fair of $17.5 million, primarily due to equity compensation and severance, and to a lesser extent, higher advertising costs. Cost of goods sold as a percentage of food, merchandise and games revenue increased 290 bps. The 290 bps increase was attributable to a non-recurring charge to cost of goods sold recorded to align inventory standards following the Mergers. The increase in operating costs and expenses was partially offset by a $0.7 million favorable impact of foreign currency exchange rates.

Current wording

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.

Previous wording

Depreciation and amortization expense for the three months ended March 30, 2025 increased $92.0 million compared with the three months ended March 31, 2024, which was due to $62.4 million of depreciation expense attributable to the Mergers and the impact of a change in interim depreciation method for Former Cedar Fair (see Note 1). The loss on retirement of fixed assets for both periods and the loss on other assets in the current period were due to retirement of assets in the normal course of business. The loss on retirement of fixed assets in the current period included $4.9 million of losses related to Former Six Flags operations.

Current wording

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.

Previous wording

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

Current wording

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 wasprimarily 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.

Previous wording

The current three-month period included 393 operating days compared with 117 operating days for the three-month period ended March 31, 2024, an increase of 276 operating days. There were 275 operating days for the three-month period ended March 30, 2025 at Former Six Flags parks.

Current wording

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.

Previous wording

For the three months ended March 30, 2025, net revenues increased $100.4 million compared with the three months ended March 31, 2024. The increase in net revenues reflected $111.0 million in net revenues contributed by Former Six Flags operations during the three months ended March 30, 2025 and a $10.6 million decrease in net revenues contributed by Former Cedar Fair operations during the three months ended March 30, 2025 compared to the prior period. The increase in net revenues reflected the impact of a 1.5 million-visit increase in attendance, a $3.43, or 5.5%, increase in in-park per capita spending and a $2.6 million increase in out-of-park revenues. The 1.5 million-visit increase in attendance was attributable to a 1.6 million-visit increase resulting from attendance at Former Six Flags parks for the three months ended March 30, 2025, partially offset by the timing of the Boysenberry Festival event at Knott's Berry Farm, which will largely occur in the second quarter in the current year as opposed to the first quarter in the prior year. The $3.43 increase in in-park per capita spending was driven by the $5.37 impact of in-park per capita spending at the Former Six Flags parks during the three months ended

Current wording

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

Previous wording

March 30, 2025, partially offset by the impact of the timing of the Boysenberry Festival event. The $2.6 million increase in out-of-park revenues was due to $4.8 million contributed by Former Six Flags operations during the three months ended March 30, 2025, partially offset by lower out-of-park revenues at the Former Cedar Fair parks driven by decreased revenues from resorts, as well as the impact of the timing of the Boysenberry Festival event. The increase in net revenues was not materially impacted by foreign currency exchange rates.

Current wording

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.

Previous wording

After the items above, operating loss for the three months ended March 30, 2025 totaled $321.0 million compared with $126.3 million for the three months ended March 31, 2024. The amount for the three months ended March 30, 2025 included $137.0 million of operating loss attributable to the Former Six Flags operations during the three months ended March 30, 2025.

Current wording

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.

Previous wording

Net interest expense for the three months ended March 30, 2025 increased $52.7 million as a result of $47.0 million of interest incurred on debt acquired in the Mergers, additional revolver borrowings in 2025, and the impact of refinancing events during 2024, including the full redemption of the 2025 senior notes which were refinanced with a $1.0 billion senior secured term loan facility. Other (income) expense, net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency.

Current wording

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.

Previous wording

After the items above and income attributable to non-controlling interests (see Note 7), net loss attributable to Six Flags Entertainment Corporation for the three months ended March 30, 2025 totaled $219.7 million, or $2.20 per diluted share of common stock. The net loss included $133.6 million of net loss relating to the Former Six Flags operations during the three months ended March 30, 2025. Net loss for the three months ended March 31, 2024 totaled $133.5 million, or $2.63 per diluted limited partner unit.

Current wording

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.

Previous wording

The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three-month periods ended March 30, 2025 and March 31, 2024. The results for the three months ended March 30, 2025 include the results of Former Six Flags operations (see Note 2).

Current wording

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).

Previous wording

(1) Consists of integration costs related to the Mergers for the three months ended March 30, 2025, including third-party consulting costs related to the Mergers, severance related to the Mergers, retention bonuses, integration team salaries and benefits, costs to integrate information technology systems, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs. Consists of third-party legal and consulting transaction costs for the three months ended March 31, 2024. See Note 2 for additional information related to the Mergers. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement.

Current wording

(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.

Previous wording

(2) Consists of certain costs as defined in the Combined Company's credit agreement. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses unrelated to the Mergers, severance and related benefits unrelated to the Mergers, cost of goods sold recorded to align inventory standards following the Mergers, Mexican VAT taxes on intercompany activity and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments.

Current wording

(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.

Previous wording

For the three months ended March 30, 2025, Adjusted EBITDA loss increased $73.6 million compared with the three months ended March 31, 2024. The increase in Adjusted EBITDA loss included a $61.7 million Adjusted EBITDA loss contributed by Former Six Flags operations during the three months ended March 30, 2025 and an $11.9 million increase due to Former Cedar Fair operations. The $11.9 million increase in Adjusted EBITDA loss from Former Cedar Fair operations was primarily due to lower revenues driven by the timing of Boysenberry Festival at Knott's Berry Farm in the current period.

Current wording

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.

Previous wording

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 first quarter of 2026. The Combined Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business. As such, the Combined Company has not declared a dividend and has no immediate plans to do so.

Current wording

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.

Previous wording

Capital expenditures for the Combined Company are expected to total between $475 million and $500 million in 2025. Capital expenditures include the opening of new high-thrill roller coasters at Cedar Point, Six Flags Great America, Canada's Wonderland, Six Flags New England, Kings Dominion, Six Flags Great Adventure and Six Flags Over Georgia; two new family-friendly attractions at Carowinds; water park renovations at Kings Island, Hurricane Harbor Los Angeles and Hurricane Harbor Arlington; and upgraded and expanded food and beverage facilities across the park portfolio. Cash interest payments for the Combined Company are expected to range from $310 million to $315 million in 2025. Cash payments for income taxes for the Combined Company are expected to range from $95 million to $105 million in 2025.

Current wording

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 from $35 million to $45 million in 2025.

Previous wording

As of March 30, 2025, deferred revenue totaled $374.2 million, including non-current deferred revenue. This represented an increase of $140.9 million compared with total deferred revenue as of March 31, 2024, of which $152.0 million of the increase was attributable to Former Six Flags. The decrease in the remaining total deferred revenue was largely attributable to lower season pass sales, the amortization of prepaid lease payments for a portion of the California's Great America parking lot and the termination of transaction fees in California due to new regulations.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

Net cash for investing activities for the first three months of 2025 totaled $139.9 million, an increase of $82.8 million compared with the same period in the prior year. The increase was due to the inclusion of capital expenditures for Former Six Flags parks and the timing of capital expenditures for Former Cedar Fair parks.

Current wording

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.

Previous wording

Net cash from financing activities for the first three months of 2025 totaled $296.4 million, an increase of $158.5 million compared with the same period in the prior year. The increase was primarily attributable to additional revolving credit facility borrowings outstanding.

Current wording

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.

Previous wording

As of March 30, 2025, the Combined Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (see Note 7), and various commitments under lease agreements. The Combined Company has also committed to certain capital expenditures, most of which will be paid in 2025, and license commitments through 2035. Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Combined Company's long-term debt agreements as of March 30, 2025 consisted of the following:

Current wording

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:

Previous wording

•$995 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended. Amortization payments of $10.0 million per year, paid in equal quarterly installments, are required to be made on the term debt. The term debt bears interest at a rate equal to SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum. There was $10.0 million of current maturities outstanding and payable within the next twelve months as of March 30, 2025 related to the senior secured term debt facility.

Current wording

•$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.

Previous wording

•$626 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 March 30, 2025, the Combined Company had $179.3 million of availability under the former revolving credit facility. Letters of credit are primarily in place to backstop insurance arrangements.

Current wording

•$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.

Previous wording

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 less than 5.25x as of March 30, 2025.

Current wording

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.

Previous wording

The registered senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt. However, the registered senior notes rank effectively junior to any secured debt to the extent of the value of the assets securing such debt, including under the 2024 Credit Agreement, the 2025 Six Notes and the 2032 Six Notes.

Current wording

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.

Previous wording

The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of March 30, 2025 and December 31, 2024. Each entity that was a co-issuer of the registered senior notes is presented separately. The subsidiaries that guaranteed the registered senior notes 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 and does not reflect investments of the Obligor Group in the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $140.2 million and $123.6 million as of March 30, 2025 and December 31, 2024, respectively.

Current wording

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.

Previous wording

Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to management's expectations, beliefs, goals and strategies regarding the future. Words such as "anticipate," "believe," "create," "expect," "future," "guidance," "intend," "plan," "potential," "seek," "synergies," "target," "will," "would," similar expressions, and variations or negatives of these words identify forward-looking statements. 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, 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; general economic, political and market conditions; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; adverse weather conditions; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; 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, reg…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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; …

Excerpt shortened here; the source contains the full paragraph.