Six Flags Entertainment Corporation 10-Q for FY2025 Q2
Six Flags Entertainment Corporation (FUN)
10-Q
2025-08-06
For: 2025-06-29
View Original
Added on
April 07, 2026
About this 10-Q
Six Flags Entertainment Corporation filed this 10-Q on August 6, 2025, covering the quarter ended June 29, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 29, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $930.39M
- up 62.8% from $571.62M a year earlier
- Net loss
- $99.65M
- compared with net income of $55.55M a year earlier
- Diluted EPS
- -$0.99
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 29, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission File Number: 001-42157
SIX FLAGS ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
(704 ) 414-4700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Common Stock, par value $0.01 per share | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Title of Class | Shares Outstanding as of August 1, 2025 | |||||||
| Common Stock, par value $0.01 per share | ||||||||
Page 1 of 39 pages
EXPLANATORY NOTE
On July 1, 2024 (the “Closing Date”), Six Flags Entertainment Corporation (formerly known as CopperSteel HoldCo, Inc.) (the “Combined Company”) completed the previously announced merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of November 2, 2023 (the “Merger Agreement”), by and among the Combined Company (then, CopperSteel HoldCo, Inc.), Cedar Fair, L.P. (“Cedar Fair”), Six Flags Entertainment Corporation (“Former Six Flags”) and CopperSteel Merger Sub, LLC (“Copper Merger Sub”). Pursuant to the Merger Agreement, (i) Copper Merger Sub was merged with and into Cedar Fair (the “Cedar Fair First Merger”), with Cedar Fair continuing as the surviving entity (the “Cedar Fair Surviving Entity”) and a direct subsidiary of the Combined Company, (ii) the Cedar Fair Surviving Entity was subsequently merged with and into the Combined Company (the “Cedar Fair Second Merger” and together with the Cedar Fair First Merger, the “Cedar Fair Mergers”), with the Combined Company continuing as the surviving corporation, and (iii) Former Six Flags merged with and into the Combined Company (the “Six Flags Merger” and together with the Cedar Fair Mergers, the “Mergers”), with the Combined Company continuing as the surviving corporation. Upon the consummation of the Mergers, the separate legal existences of each of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined Company changed its name to “Six Flags Entertainment Corporation”. The Combined Company trades on the New York Stock Exchange under the ticker symbol "FUN".
The Six Flags Merger was accounted for as a business combination under Accounting Standards Codification 805, Business Combinations, using the acquisition method of accounting, and Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes. Accordingly, financial results and disclosures referring to periods prior to the Closing Date include only Cedar Fair's results before giving effect to the Mergers, including the financial results and disclosures as of June 30, 2024 and for the three and six months ended June 30, 2024. The results of 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.
For purposes of this Quarterly Report on Form 10-Q, references to the "Combined Company" and the "Company" are to Cedar Fair, Former Six Flags and Copper Merger Sub after giving effect to the Mergers. References to "Cedar Fair," "Former Cedar Fair," or the "Partnership" are to Cedar Fair prior to the Mergers.
SIX FLAGS ENTERTAINMENT CORPORATION
FORM 10-Q CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIX FLAGS ENTERTAINMENT CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
| June 29, 2025 | December 31, 2024 | June 30, 2024 | ||||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Receivables | ||||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Other current assets | ||||||||||||||||||||
| Property and equipment, gross | ||||||||||||||||||||
| Accumulated depreciation | ( | ( | ( | |||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Other intangibles, net | ||||||||||||||||||||
| Right-of-use assets | ||||||||||||||||||||
| Other assets | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Current maturities of long-term debt | $ | $ | $ | |||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Deferred revenue | ||||||||||||||||||||
| Accrued interest | ||||||||||||||||||||
| Accrued taxes | ||||||||||||||||||||
| Accrued salaries, wages and benefits | ||||||||||||||||||||
| Self-insurance reserves | ||||||||||||||||||||
| Other accrued liabilities | ||||||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| NCI call option liability | ||||||||||||||||||||
| Other liabilities | ||||||||||||||||||||
| Long-term debt: | ||||||||||||||||||||
| Revolving credit loans | ||||||||||||||||||||
| Term debt | ||||||||||||||||||||
| Notes | ||||||||||||||||||||
| Redeemable non-controlling interests | ||||||||||||||||||||
| Equity: | ||||||||||||||||||||
| Former Cedar Fair, L.P. Partners’ Deficit: | ||||||||||||||||||||
| Special L.P. interests | — | — | ||||||||||||||||||
| General partner | — | — | ( | |||||||||||||||||
Limited partners, | — | — | ( | |||||||||||||||||
| Six Flags Entertainment Corporation Shareholders' Equity: | ||||||||||||||||||||
Common stock, | — | |||||||||||||||||||
| Additional paid-in-capital | — | |||||||||||||||||||
| Accumulated deficit | ( | ( | — | |||||||||||||||||
| Accumulated other comprehensive income (loss) | ( | |||||||||||||||||||
| ( | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
3
SIX FLAGS ENTERTAINMENT CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share and per unit amounts)
| Three months ended | Six months ended | ||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| Admissions | $ | $ | $ | $ | |||||||||||||||||||
| Food, merchandise and games | |||||||||||||||||||||||
| Accommodations, extra-charge products and other | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of food, merchandise, and games revenues | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Loss on retirement of fixed assets, net | |||||||||||||||||||||||
| Loss on other assets | |||||||||||||||||||||||
| Operating income (loss) | ( | ( | |||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Loss on early debt extinguishment | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||
| Income (loss) before taxes | ( | ( | |||||||||||||||||||||
| Provision (benefit) for taxes | ( | ( | |||||||||||||||||||||
| Net income (loss) | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | |||||||||||||||||||||||
| Net income (loss) attributable to Six Flags Entertainment Corporation | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss), (net of tax): | |||||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||
| Defined benefit retirement plan | |||||||||||||||||||||||
| Other comprehensive income (loss), (net of tax) | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) attributable to non-controlling interests | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to Six Flags Entertainment Corporation | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Income (loss) attributable to Six Flags Entertainment Corporation per share of common stock / LP unit outstanding (See Note 10) | |||||||||||||||||||||||
| Net income (loss) per share of common stock / LP unit - basic | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Net income (loss) per share of common stock / LP unit - diluted | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
4
SIX FLAGS ENTERTAINMENT CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per unit amounts)
| For the three months ended | Shares of Common Stock Outstanding | Limited Partnership Units Outstanding | Common Stock | Additional Paid-in-Capital | Accumulated Deficit | Limited Partners’ Deficit | General Partner’s Deficit | Special L.P. Interests | Accumulated Other Comprehensive Income (Loss) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | — | $ | — | $ | — | $ | — | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income attributable to Six Flags Entertainment Corporation | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Partnership distribution declared ($ | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | ( | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax effect of units involved in treasury unit transactions | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of tax $ | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | — | $ | — | $ | — | $ | — | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 30, 2025 | — | $ | $ | $ | ( | $ | — | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Six Flags Entertainment Corporation | — | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Defined benefit retirement plan | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 29, 2025 | — | $ | $ | $ | ( | $ | — | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
5
SIX FLAGS ENTERTAINMENT CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per unit amounts)
| For the six months ended | Shares of Common Stock Outstanding | Limited Partnership Units Outstanding | Common Stock | Additional Paid-in-Capital | Accumulated Deficit | Limited Partners’ Deficit | General Partner’s Deficit | Special L.P. Interests | Accumulated Other Comprehensive Income (Loss) | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | — | $ | — | $ | — | $ | — | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Six Flags Entertainment Corporation | — | — | — | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Partnership distribution declared ($ | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tax effect of units involved in treasury unit transactions | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment, net of tax $ | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | — | $ | — | $ | — | $ | — | $ | ( | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | — | $ | $ | $ | ( | $ | — | $ | — | $ | — | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to Six Flags Entertainment Corporation | — | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Defined benefit retirement plan, net of tax $( | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 29, 2025 | — | $ | $ | $ | ( | $ | — | $ | — | $ | — | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.
6
SIX FLAGS ENTERTAINMENT CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Six months ended | |||||||||||
| June 29, 2025 | June 30, 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash from operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on early debt extinguishment | |||||||||||
| Non-cash foreign currency (gain) loss on USD notes | ( | ||||||||||
| Non-cash equity based compensation expense | |||||||||||
| Deferred income tax (benefit) expense | ( | ||||||||||
| Interest accretion on NCI call option liability | |||||||||||
| Other non-cash expenses | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| (Increase) decrease in receivables | ( | ( | |||||||||
| (Increase) decrease in inventories | ( | ( | |||||||||
| (Increase) decrease in other assets | ( | ( | |||||||||
| Increase (decrease) in accounts payable | |||||||||||
| Increase (decrease) in deferred revenue | |||||||||||
| Increase (decrease) in accrued interest | ( | ( | |||||||||
| Increase (decrease) in accrued taxes | ( | ||||||||||
| Increase (decrease) in accrued salaries, wages and benefits | ( | ||||||||||
| Increase (decrease) in other liabilities | |||||||||||
| Net cash from operating activities | |||||||||||
| CASH FLOWS FOR INVESTING ACTIVITIES | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Net cash for investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Net borrowings on revolving credit loans | |||||||||||
| Term debt borrowings | |||||||||||
| Term debt payments | ( | ||||||||||
| Note payments | ( | ( | |||||||||
| Distributions paid to partners | ( | ||||||||||
| Payment of debt issuance costs | ( | ( | |||||||||
| Payments related to tax withholding for equity compensation | ( | ( | |||||||||
| Purchase of redeemable non-controlling interests | ( | ||||||||||
| Other | ( | ||||||||||
| Net cash from financing activities | |||||||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | ( | ( | |||||||||
| CASH AND CASH EQUIVALENTS | |||||||||||
| Net increase (decrease) for the period | ( | ||||||||||
| Balance, beginning of period | |||||||||||
| Balance, end of period | $ | $ | |||||||||
| SUPPLEMENTAL INFORMATION | |||||||||||
| Cash payments for interest | $ | $ | |||||||||
| Interest capitalized | |||||||||||
| Net cash payments for income taxes | |||||||||||
| Capital expenditures in accounts payable | |||||||||||
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.
7
SIX FLAGS ENTERTAINMENT CORPORATION
INDEX FOR NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8
SIX FLAGS ENTERTAINMENT CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of the Combined Company. The Six Flags Merger was accounted for as a business combination under Accounting Standards Codification 805, Business Combinations, using the acquisition method of accounting, and Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes. Accordingly, financial results and disclosures referring to periods prior to the Closing Date include only Former Cedar Fair's results before giving effect to the Mergers, including the financial results and disclosures as of June 30, 2024 and for the three and six months ended June 30, 2024. The results of 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. References to the "Combined Company" and the "Company" are to Former Cedar Fair, Former Six Flags and Copper Merger Sub after giving effect to the Mergers. References to "Cedar Fair," "Former Cedar Fair," or the "Partnership" are to Cedar Fair prior to the Mergers. The Mergers are described in more detail in Note 2. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of the amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.
(1) Description of the Business and Significant Accounting Policies:
The unaudited condensed consolidated financial statements included in this Report on Form 10-Q have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2024, which were included in the Form 10-K filed by the Combined Company on March 3, 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission" or the "SEC"). These financial statements should be read in conjunction with the financial statements and the notes included in the Form 10-K referred to above.
Interim Reporting
The Combined Company's operations are seasonal. In a typical year at Former Cedar Fair and Former Six Flags, approximately 70 % of annual attendance and net revenues occurred during the second and third quarters of each year. As a result, a substantial portion of the Combined Company's net revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August.
To assure that these seasonal operations will not result in misleading comparisons of current and subsequent interim periods, management has adopted the following accounting procedures: (a) revenues from multi-use products are generally recognized over the estimated number of uses expected for each type of product; and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season associated with each product; (b) certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year.
Accounting Change
Former Cedar Fair recognized depreciation expense on a straight-line basis for each annual period but followed an accounting convention in interim periods to record depreciation expense over each park's operating season. Beginning on July 1, 2024, the Combined Company changed its interim basis of recording depreciation from park operating days to straight-line. This method was deemed to be preferable to improve internal comparability, achieve better industry comparability and provide a better representation of the impact on the value of fixed assets over time.
This change in interim depreciation method led to a decrease in depreciation expense of approximately $15 million resulting in an increase in income from continuing operations and a tax effected impact on net income (loss) of approximately $14 million ($0.14 per share) for the three months ended June 29, 2025. This change in interim depreciation method led to an increase in depreciation expense of approximately $14 million resulting in a decrease in income from continuing operations and a tax effected impact on net income (loss) of approximately $13 million ($0.13 per share) for the six months ended June 29, 2025. The change in interim depreciation method will have no impact on annual operating income or net income.
Reclassifications
As a result of the Mergers (described in Note 2), the Combined Company made certain reclassification adjustments to prior period amounts where it adopted the Former Six Flags classification as opposed to the Former Cedar Fair classification. These reclassifications had no net impact on net revenues, operating income (loss), net income (loss), cash flows, or total assets, liabilities and equity.
9
–Certain prior year supplies inventory amounts of $3.3
–Certain processing fees charged to customers totaling $12.2 14.1
–Certain expenses, including credit card fees, other revenue processing fees, and park level technology and marketing costs, totaling $26.4 41.1
–Interest income totaling $0.2 0.6
Contingencies
The Combined Company is a party to a number of lawsuits in the normal course of business. In the opinion of management, none of these matters, beyond what has been disclosed in this Quarterly Report on Form 10-Q, are expected to have a material effect in the aggregate on the unaudited condensed consolidated financial statements.
Putative Securities Class Action Lawsuit
During the third quarter of 2024, the Combined Company entered into a settlement agreement, subject to court approval, resolving the lawsuit described below. The Combined Company will pay $40.0 million to settle the claims, an amount that will be fully funded by the Combined Company’s insurance carriers. Therefore, the Combined Company's unaudited condensed consolidated balance sheet as of June 29, 2025 included a $40.0 million receivable and a corresponding $40.0 million liability recorded within "Other accrued liabilities". The court approved the settlement agreement in January 2025.
In February 2020, two putative securities class action complaints were filed against Former Six Flags and certain of its former executive officers (collectively, the “defendants”) in the U.S. District Court for the Northern District of Texas. On March 2, 2020, the two cases were consolidated in an action captioned Electrical Workers Pension Fund Local 103 I.B.E.W. v. Six Flags Entertainment Corp., et al., Case No. 4:20-cv-00201-P (N.D. Tex.), and an amended complaint was filed on March 20, 2020. A consolidated compliant was filed on July 2, 2020. The consolidated complaint alleged, among other things, that the defendants made materially false or misleading statements or omissions regarding Former Six Flags' business, operations and growth prospects, specifically with respect to the development of Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co. Ltd., in violation of the federal securities laws. The consolidated complaint sought an unspecified amount of compensatory damages and other relief on behalf of a putative class of purchasers of Former Six Flags’ publicly traded common stock during the period between April 24, 2018 and February 19, 2020. Following the grant of defendants' motion to dismiss, its reversal on appeal to the U.S. Court of Appeals for the Fifth Circuit, the grant by the District Court of defendants' motion for judgment on the pleadings and its reversal by the Fifth Circuit. On September 3, 2024, the parties entered into a settlement agreement, subject to court approval, resolving the claims. On January 28, 2025, the District Court entered its order and judgment of final approval of the settlement agreement.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires additional income tax disclosures, including amendments to the rate reconciliation and income taxes paid disclosure. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. The amendment was adopted by the Combined Company in the first quarter of 2025, and the related consolidated financial statement disclosures will be included within the annual financial statements as required.
New Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures ("ASU 2024-03"). ASU 2024-03 requires additional information about specific expense categories in the notes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted. The amendments should be applied either (1) prospectively to financial statements issued after the effective date or (2) retrospectively to all prior periods presented in the financial statements. Management is in the process of evaluating the effect this standard will have on the consolidated financial statement disclosures.
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(2) Mergers:
On July 1, 2024, the previously announced merger of equals transaction contemplated by the Merger Agreement, by and among the Combined Company, Cedar Fair, Former Six Flags and Copper Merger Sub, was completed. Upon the consummation of the Mergers, the separate legal existences of each of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined Company changed its name to “Six Flags Entertainment Corporation”. The Combined Company trades on the New York Stock Exchange under the ticker symbol "FUN". The Mergers were entered into to create a leading amusement park operator with an expanded and diversified property portfolio, improved guest experience utilizing the complementary operating capabilities of Cedar Fair and Former Six Flags, and the opportunity for accelerated investment in the Cedar Fair and Former Six Flags properties with the cash flows of the Combined Company. The Six Flags Merger has been accounted for as a business combination under Accounting Standards Codification 805, Business Combinations, using the acquisition method of accounting, and Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes.
Upon completion of the Mergers, subject to certain exceptions, (i) each issued and outstanding unit of limited partnership interest in Cedar Fair, including limited partnership interests underlying depositary units representing limited partnership interests on deposit (each a “Cedar Fair Unit” and collectively, the “Cedar Fair Units”) (excluding any (a) units held in the treasury of Cedar Fair or owned by Cedar Fair Management, Inc., the former general partner of Cedar Fair and (b) restricted units of Cedar Fair, which were converted into restricted shares of Combined Company Common Stock based on the Cedar Fair Exchange Ratio, as further described below), was converted into the right to receive one (1 ) share of common stock, par value $0.01 per share, of the Combined Company (the “Combined Company Common Stock”) (the “Cedar Fair Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest and (ii) each issued and outstanding share of common stock, par value $0.025 per share of Former Six Flags (the “Six Flags Common Stock”) (excluding any (a) shares of Six Flags Common Stock held in treasury of Former Six Flags and (b) restricted shares of Former Six Flags, which were converted into restricted shares of the Combined Company Common Stock based on the Six Flags Exchange Ratio, as further described below), was converted into the right to receive 0.5800 shares of Combined Company Common Stock (the “Six Flags Exchange Ratio”), together with cash in lieu of fractional shares of Combined Company Common Stock, without interest. Following the close of the transaction, the holders of the Cedar Fair Units immediately prior to the closing owned approximately 51.2 % of the outstanding shares of the Combined Company Common Stock and the holders of the Six Flags Common Stock immediately prior to the closing owned approximately 48.8 % of the outstanding shares of the Combined Company Common Stock. At the time of the Cedar Fair First Merger when each Cedar Fair Unit was converted into Combined Company Common Stock, the transaction gave rise to certain deferred tax assets which were accounted for as equity because management concluded the transaction to be amongst shareholders. The adjustment to equity was recorded within "Additional-Paid-in-Capital" and totaled $312.8 million.
The following table illustrates the computation of the estimated fair value of consideration transferred. As part of the Mergers, Cedar Fair paid $205.2 million of outstanding borrowings under Former Six Flags' revolving credit facility, inclusive of interest and fees, and paid the $128.2 million Special Dividend, which is defined and further described below.
| (In thousands) | Consideration | ||||
Fair value of Combined Company Common Stock issued (1) | $ | ||||
| Former Six Flags revolving credit facility repaid upon close of the Mergers | |||||
| Payment of outstanding pre-merger special dividend per the Merger Agreement | |||||
Fair value of Former Six Flags equity awards converted (2) | |||||
| Fair value of purchase consideration transferred | |||||
Fair value of redeemable non-controlling interests (3) | |||||
| Less: cash acquired | |||||
| Total Merger Consideration, net of cash acquired | $ | ||||
(1) Reflects Former Six Flags Common Stock outstanding as of July 1, 2024 converted to Combined Company Common Stock based upon the Six Flags Exchange Ratio.
(2) Reflects the estimated Closing Date fair value of the converted Former Six Flags equity awards for which associated service has been allocated to the pre-combination period.
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Merger Consideration was allocated to tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The following table summarizes the final purchase price allocation of the assets acquired and liabilities assumed in the Mergers:
| (In thousands) | Preliminary Allocation | Measurement Period Adjustments | Adjusted Allocation | |||||||||||||||||
| Receivables | $ | $ | $ | |||||||||||||||||
| Inventories | ( | |||||||||||||||||||
| Other current assets | ( | |||||||||||||||||||
| Property and equipment, net | ( | |||||||||||||||||||
| Other intangibles, net | ||||||||||||||||||||
| Right-of-use assets | ||||||||||||||||||||
| Other assets | ||||||||||||||||||||
| Total assets acquired | ( | |||||||||||||||||||
| Current maturities of long-term debt | ( | |||||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Deferred revenue | ||||||||||||||||||||
| Accrued interest | ||||||||||||||||||||
| Accrued taxes | ( | |||||||||||||||||||
| Accrued salaries, wages and benefits | ||||||||||||||||||||
| Self-insurance reserves | ||||||||||||||||||||
| Other accrued liabilities | ( | |||||||||||||||||||
| Deferred tax liabilities | ( | |||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Other liabilities | ||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||
| Total liabilities assumed | ( | |||||||||||||||||||
| Total net assets to be acquired | ( | |||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Fair Value of Net Assets Acquired | $ | $ | $ | |||||||||||||||||
As of June 29, 2025, the Combined Company recorded a cumulative net measurement period adjustment that increased goodwill by $590.8 million. The measurement period adjustments were recorded to better reflect facts and circumstances that existed as of the Closing Date of the Mergers. The property and equipment adjustment, along with the related adjustment to deferred tax liabilities, was primarily due to subsequent valuation adjustments.
Goodwill is primarily attributable to expected synergies from combining the operations of Former Cedar Fair and Former Six Flags, as well as intangible assets that do not qualify for separate recognition. The majority of Goodwill is not deductible for tax purposes. Goodwill has been allocated based on the business enterprise values of each of the Former Six Flags properties.
The fair values of assets acquired includes accounts receivable of $90.8 million that are not purchased financial assets with credit deterioration. The Combined Company did not recognize an allowance with a corresponding credit loss expense for the acquired receivables. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products.
Former Six Flags contributed net revenues of $388.7 million and $499.7 million, and net loss of $101.0 million and $234.5 million to the Combined Company for the three and six months ended June 29, 2025, respectively.
The following unaudited pro forma financial information presents combined results of operations for the three and six months ended June 30, 2024, as if the Mergers had occurred as of January 1, 2023, prepared in accordance with ASC 805. The information below reflects pro forma adjustments based on available information and certain assumptions that management believes are factual and supportable. The unaudited pro forma information includes adjustments primarily related to stock-based compensation expense, interest expense for transaction financing, amortization of deferred assets and liabilities, and depreciation of property, plant and equipment acquired, along with the consequential tax effects, and accounting policy alignments. The unaudited pro forma information is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the Mergers actually occurred as of January 1, 2023, or of the results of future operations of the combined business. On an unaudited pro forma basis, combined net revenues totaled $1.01 billion and $1.25 billion for the three and six months ended June 30, 2024, respectively; and combined net income totaled $81.8 million for the three months ended June 30, 2024 and combined net loss totaled $159.1 million for the six months ended June 30, 2024.
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During the three and six months ended June 30, 2024, $8.4 million and $14.9 million of merger transaction related costs were incurred, respectively. These amounts primarily included third-party legal and consulting costs related to the transaction and were recorded within "Selling, general and administrative" in the unaudited condensed consolidated statement of operations and comprehensive income (loss).
Special Dividend
As previously announced by Former Six Flags, on June 18, 2024, Former Six Flags declared a special dividend, payable to holders of record of Former Six Flags Common Stock as of the close of business one business day prior to the Closing Date, June 28, 2024, with a per share amount of $1.53 , which is equal to (a) $1.00 plus (b) the product (rounded up to the nearest whole cent) of (i) the Six Flags Exchange Ratio and (ii) the aggregate amount of distributions per unit declared or paid by Cedar Fair with respect to a Cedar Fair Unit with a record date following November 2, 2023 and prior to the time the Six Flags Merger became effective after giving effect to appropriate adjustments to reflect the Mergers (the “Special Dividend”), which distributions per Cedar Fair Unit were $0.90 in the aggregate. The payment of the Special Dividend was completed on or about July 8, 2024 and was included in Merger Consideration.
(3) Revenue Recognition:
As disclosed within the consolidated statements of operations and comprehensive income (loss), revenues are generated 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. Admission revenues include amounts paid to gain admission into the parks, including parking fees, and online transaction fees charged to customers. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, are included in "Accommodations, extra-charge products and other".
Due to the Combined Company's seasonal operations, a substantial portion of its revenues are generated from Memorial Day through Labor Day. Most revenues are recognized on a daily basis based on actual guest spend at the properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products and the first 12-month non-cancelable period for membership products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration. The number of uses is estimated based on historical usage adjusted for current period trends. Membership products beginning with the 13th month following purchase are recognized straight-line. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. The Combined Company does not typically provide for refunds or returns. Sales and other taxes collected concurrent with revenue-producing activities are excluded from revenue.
Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is typically at its highest immediately prior to the peak summer season, and at its lowest at the end of the operating season. Season-long products, including memberships, represent most of the deferred revenue balance in any given period.
Of the $302.3 million of current deferred revenue recorded as of January 1, 2025, 90 % was related to season-long products. The remainder was related to deferred online transaction fees charged to customers, advanced ticket sales, prepaid games cards and gift cards, sponsorships, advanced resort reservations and other deferred revenue. Approximately $127 million of the current deferred revenue balance as of January 1, 2025 was recognized during the six months ended June 29, 2025.
As of June 29, 2025 and June 30, 2024, $7.6 million and $7.0 million of non-current deferred revenue was recorded, respectively, which primarily represented prepaid lease payments for a portion of the California's Great America parking lot. The prepaid lease payments are being recognized through 2027, or through the sale-leaseback period for the land under California's Great America.
Payment is due immediately on the transaction date for most products. The receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products, including memberships, and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans vary in length from three monthly installments to 12 monthly installments. Payment terms for billings are typically net 30 days. Receivables in a typical operating year are highest in the peak summer months and lowest in the winter months. The Combined Company is not exposed to a significant concentration of customer credit risk. As of June 29, 2025, December 31, 2024 and June 30, 2024, a $24.7 million, $9.3 million and $14.2 million allowance for doubtful accounts was recorded, respectively, representing estimated defaults on installment purchase plans. The default estimate is calculated using historical default rates adjusted for current period trends. The allowance for doubtful accounts is recorded as a reduction of deferred revenue to the extent revenue has not been recognized on the corresponding season-long products.
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(4) Long-Lived Assets:
As of June 29, 2025, December 31, 2024, and June 30, 2024, property and equipment was classified as following:
| (In thousands) | June 29, 2025 | December 31, 2024 | June 30, 2024 | ||||||||||||||
| Land | $ | $ | $ | ||||||||||||||
| Land improvements | |||||||||||||||||
| Buildings | |||||||||||||||||
| Rides and equipment | |||||||||||||||||
| Construction in progress | |||||||||||||||||
| Property and equipment, gross | |||||||||||||||||
| Accumulated depreciation | ( | ( | ( | ||||||||||||||
| Property and equipment, net | $ | $ | $ | ||||||||||||||
Property and equipment, net as of June 29, 2025 included $2.7 billion of Former Six Flags assets acquired on July 1, 2024 (see Note 2).
Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decrease in the market price of a long-lived asset; a significant adverse change in the extent or manner in which a long-lived asset is being used or in its physical condition; a significant adverse change in legal factors or in the business climate; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; past, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset; and a current expectation that a long-lived asset will be sold or disposed significantly before the end of its previously estimated useful life. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on the unaudited condensed consolidated financial statements.
On May 1, 2025, the Combined Company announced that it will close Six Flags America and Hurricane Harbor (collectively "Six Flags America") located in Bowie, Maryland following the end of the 2025 operating season. The property on which Six Flags America is located, which is approximately 500 acres, will be marketed for redevelopment as part of the Combined Company's ongoing portfolio optimization efforts. As a result, the estimated useful lives of the remaining property and equipment at Six Flags America were updated to depreciate through October 2025, or the end of Six Flags America's 2025 operating season. We expect this to result in an approximate $19 million increase in depreciation expense in 2025. As the property and equipment will be disposed significantly before the end of their previously estimated useful lives, we also tested the long-lived assets at Six Flags America for impairment during the second quarter of 2025, which resulted in no impairment. Management concluded no other triggering events occurred with respect to long-lived assets during the first six months of 2025 and the first six months of 2024. Management's conclusions were based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.
(5) Goodwill and Other Intangible Assets:
Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. Management concluded no triggering events with respect to goodwill and other indefinite-lived intangible assets occurred during the first six months of 2025 or during the first six months of 2024. Management's conclusions were based on updated financial performance projections, as well as an updated analysis of macroeconomic and industry-specific conditions.
The goodwill acquired in the Mergers has been allocated to the following reporting units: Six Flags Fiesta Texas, Six Flags Great Adventure (including Six Flags Hurricane Harbor New Jersey and Wild Safari Adventure), Six Flags Great America (including Six Flags Hurricane Harbor Chicago), Six Flags Magic Mountain (including Six Flags Hurricane Harbor Los Angeles), Six Flags Mexico (including Six Flags Hurricane Harbor Oaxtepec), Six Flags New England, Six Flags Over Georgia (including Six Flags White Water), and Six Flags Over Texas (including Six Flags Hurricane Harbor Arlington). These reporting units' fair value exceeded their carrying values by less than 10% upon allocation. The Six Flags trade name was also acquired in the Mergers and was valued at $850.0
The Schlitterbahn trade name and Schlitterbahn reporting unit were tested for impairment during the third quarter of 2024 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
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exceeded its carrying value resulting in impairment recorded during the third quarter of 2024. While year-to-date results for the Schlitterbahn parks have not met expectations, management did not consider these results to be a triggering event for the Schlitterbahn reporting unit and Schlitterbahn trade name due to the seasonality of the business. If future operating results continue to fall short of expectations, the goodwill assigned to the Schlitterbahn parks and the Schlitterbahn trade name may become further impaired.
The fair value of reporting units is established using a combination of an income (discounted cash flow) approach and market approach. The income approach uses each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results are established using best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. The market approach estimates fair value by applying cash flow multiples to each reporting unit's operating performance. The multiples are derived from comparable publicly traded companies with similar operating and investment characteristics of the reporting units. Any impairment charges recognized are for the amount by which the reporting unit's carrying amount exceeds its fair value. The fair value of trade names is calculated using a relief-from-royalty method. Any impairment charges recognized are for the amount by which the trade name's carrying amount exceeds its fair value. Management makes significant estimates calculating the fair value of reporting units and trade names. Actual results could materially differ from these estimates.
Changes in the carrying value of goodwill for the six months ended June 29, 2025 and June 30, 2024 were:
| (In thousands) | Gross Goodwill | Accumulated Impairment Losses | Net Goodwill | |||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
| — | ||||||||||||||||||||
| Foreign currency translation | — | |||||||||||||||||||
| Balance as of June 29, 2025 | $ | $ | ( | $ | ||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | ( | $ | ||||||||||||||||
| Foreign currency translation | ( | — | ( | |||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | ( | $ | ||||||||||||||||
As of June 29, 2025, December 31, 2024, and June 30, 2024, other intangible assets consisted of the following:
| (In thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||
| June 29, 2025 | |||||||||||||||||
| Other intangible assets: | |||||||||||||||||
Trade names (1) | $ | $ | ( | $ | |||||||||||||
| License / franchise agreements | ( | ||||||||||||||||
| Total other intangible assets | $ | $ | ( | $ | |||||||||||||
| December 31, 2024 | |||||||||||||||||
| Other intangible assets: | |||||||||||||||||
Trade names (1) | $ | $ | ( | $ | |||||||||||||
| License / franchise agreements | ( | ||||||||||||||||
| Total other intangible assets | $ | $ | ( | $ | |||||||||||||
| June 30, 2024 | |||||||||||||||||
| Other intangible assets: | |||||||||||||||||
Trade names (1) | $ | $ | ( | $ | |||||||||||||
| License / franchise agreements | ( | ||||||||||||||||
| Total other intangible assets | $ | $ | ( | $ | |||||||||||||
(1) Trade name amortization represents amortization of the California's Great America trade name. The gross carrying amount of the California's Great America trade name totals $0.7 million. Other trade names are indefinite-lived.
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(6) Long-Term Debt:
Long-term debt as of June 29, 2025, December 31, 2024, and June 30, 2024 consisted of the following:
| (In thousands) | June 29, 2025 | December 31, 2024 | June 30, 2024 | ||||||||||||||
Revolving credit facility averaging | $ | $ | $ | ||||||||||||||
Term loan averaging | |||||||||||||||||
| Former Cedar Fair notes | |||||||||||||||||
2027 senior unsecured notes at | |||||||||||||||||
2028 senior unsecured notes at | |||||||||||||||||
2029 senior unsecured notes at | |||||||||||||||||
2025 senior secured notes at | — | ||||||||||||||||
2027 senior unsecured notes at | — | ||||||||||||||||
2031 senior unsecured notes at | — | ||||||||||||||||
2032 senior secured notes at | — | ||||||||||||||||
| Less current portion | ( | ( | ( | ||||||||||||||
| Less debt issuance costs and original issue discount | ( | ( | ( | ||||||||||||||
| Plus acquisition fair value layers | — | ||||||||||||||||
| $ | $ | $ | |||||||||||||||
Term Debt and Revolving Credit Facilities
On May 1, 2024, Former Cedar Fair entered into a credit agreement (the "2024 Credit Agreement"), which included a $1.0 billion senior secured term loan facility and $300 million revolving credit facility. The revolving credit facility replaced the existing revolving credit facility under Former Cedar Fair's prior credit agreement (the "2017 Credit Agreement"). Upon consummation of the Mergers, the 2024 Credit Agreement was assumed by the Combined Company, subsidiaries of Former Six Flags became borrowers and/or guarantors under the 2024 Credit Agreement, and the 2024 Credit Agreement was amended (the "First Amendment"). The facilities provided under the 2024 Credit Agreement are collateralized by substantially all of the assets of Former Cedar Fair, its wholly owned domestic subsidiaries and its Canadian subsidiary that is a borrower under the 2024 Credit Agreement, and the subsidiaries of Former Six Flags that are co-issuers and/or guarantors under the 2025 Six Notes (as defined below) and/or the 2032 Six Notes (as defined below), subject to customary exceptions set forth in the 2024 Credit Agreement, as amended.
Following the First Amendment, the revolving credit facility capacity under the 2024 Credit Agreement, as amended, is $850 million with a maturity date of July 1, 2029, 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. The revolving credit facility bears interest at Term Secured Overnight Financing Rate ("SOFR") or Term Canadian Overnight Repo Rate Average plus a margin of 200 basis points ("bps") per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum; 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 3.5 x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement, as amended). Prior to the First Amendment, the then-existing revolving credit facility would have matured on February 10, 2028, subject to a springing maturity date on the date that was 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $200 million on such date.
On June 27, 2025, the Combined Company further amended the 2024 Credit Agreement (the "Second Amendment"). As a result of the Second Amendment, an additional $500 million of senior secured term loan facility was incurred. The proceeds from the additional senior secured term loan facility were used to redeem the remaining 2025 Six Notes (as defined below) and a portion of the then-outstanding revolving credit facility borrowings. The senior secured term loan facility under the 2024 Credit Agreement, as amended, requires amortization payments of $15.0 million per year, payable in equal quarterly installments; matures on May 1, 2031; and bears interest at Term SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum.
There was $372.3 million of outstanding gross borrowings under the revolving credit facility as of June 29, 2025. The 2024 Credit Agreement, as amended, also provides for the issuance of documentary and standby letters of credit. After letters of credit totaling $45.0 million, the Combined Company had $432.7 million of availability under its revolving credit facility as of June 29, 2025.
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The total senior secured revolving credit facility capacity under the 2017 Credit Agreement was $300 million with a Canadian sub-limit of $15 million. The senior secured revolving credit facility bore interest at SOFR plus 350 bps with a SOFR adjustment of 10 bps per annum and a floor of zero , required the payment of a 62.5 bps commitment fee per annum on the unused portion of the revolving credit facility, in each case without any step-downs, and was collateralized by substantially all of the assets of the Partnership.
Former Cedar Fair Notes
In April 2017, Former Cedar Fair issued $500 million of 5.375 % senior unsecured notes due 2027 ("2027 senior notes"). Interest is payable under the 2027 senior notes semi-annually in April and October, with the principal due in full on April 15, 2027. The 2027 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.
In June 2019, Former Cedar Fair issued $500 million of 5.250 % senior unsecured notes due 2029 ("2029 senior notes"). Interest is payable under the 2029 senior notes semi-annually in January and July, with the principal due in full on July 15, 2029. The 2029 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.
In October 2020, Former Cedar Fair issued $300 million of 6.500 % senior unsecured notes due 2028 ("2028 senior notes"). Interest is payable under the 2028 senior notes semi-annually in April and October with the principal due in full on October 1, 2028. The 2028 senior notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.
In April 2020, Former Cedar Fair issued $1.0 billion of 5.500 % senior secured notes due 2025 ("2025 senior notes") in a private placement. The 2025 senior notes and the related guarantees were secured by first-priority liens on the issuers' and the guarantors' assets that secured all the obligations under the 2017 Credit Agreement. On May 2, 2024, the net proceeds from the new senior secured term loan facility under the 2024 Credit Agreement and cash on hand were used to redeem all of the 2025 senior notes. The redemption price was $1.0 billion in aggregate principal amount, plus accrued interest to the redemption date. As a result of the May 2024 refinancing, an $8.0 million loss on early debt extinguishment was recognized during 2024, inclusive of the write-off of debt issuance costs and the portion of a consent payment attributable to the 2025 senior notes.
Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the 2027 senior notes, 2028 senior notes and 2029 senior notes (collectively, the "Cedar Fair Notes"). In addition, under the supplemental indentures for the Cedar Fair Notes, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement, as amended, agreed to fully and unconditionally guarantee the Cedar Fair Notes.
Former Six Flags Notes
Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Six Flags’ obligations under its outstanding notes, including:
–$56.9 million of 4.875 % senior unsecured notes due July 2024 ("2024 Six Notes"). The Combined Company paid the remaining outstanding balance of the 2024 Six Notes on July 31, 2024.
–$365.0 million of 7.000 % senior secured notes due 2025 ("2025 Six Notes"). $165 million of the outstanding balance of the 2025 Six Notes was paid on July 1, 2024, and the remaining balance of the 2025 Six Notes was paid on June 27, 2025 with the proceeds of the additional $500 million of senior secured term loan borrowings as a result of the Second Amendment.
–$500.0 million of 5.500 % senior unsecured notes due 2027 ("2027 Six Notes"). Interest is payable under the 2027 Six Notes semi-annually in April and October, with the principal due in full on April 15, 2027.
–$800.0 million of 7.250 % senior unsecured notes due 2031 ("2031 Six Notes"). Interest is payable under the 2031 Six Notes semi-annually in May and November, with the principal due in full on May 15, 2031.
–$850.0 million of 6.625 % senior secured notes due 2032 ("2032 Six Notes"). Interest is payable under the 2032 Six Notes semi-annually in May and November, with the principal due in full on May 1, 2032.
Under the supplemental indenture to the 2032 Six Notes, each of the Cedar Fair co-issuers under the 2024 Credit Agreement became co-issuers of the 2032 Six Notes and each of the Cedar Fair subsidiary guarantors under the 2024 Credit Agreement became guarantors of the 2032 Six Notes. Under the supplemental indentures for all other Former Six Flags notes, each of the Cedar Fair co-issuers and subsidiary guarantors under the 2024 Credit Agreement became guarantors of the 2024 Six Notes, 2025 Six Notes, 2027 Six Notes, and 2031 Six Notes.
In connection with the execution of the supplemental indentures to the 2025 Six Notes and the 2032 Six Notes, each of the Cedar Fair subsidiary guarantors under the 2024 Credit Agreement (the "Cedar Fair Subsidiary Guarantors") also entered into certain security agreements, pursuant to which the Cedar Fair Subsidiary Guarantors granted a first priority security interest in substantially all of their assets (subject to certain exceptions) to secure the 2025 Six Notes and the 2032 Six Notes.
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As market conditions warrant, the Combined Company may from time to time repurchase outstanding debt securities in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.
Covenants
With respect to the revolving credit facility only, the 2024 Credit Agreement, as amended, includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant, which is required to be tested as of the last day of each quarter except for the quarter in which the consummation of the Mergers occurred. The maximum Net First Lien Leverage Ratio following the consummation of the Mergers is 5.25 x beginning with the test period ending on or about December 31, 2024, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5 x beginning with the test period ending on or about December 31, 2027.
The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Combined Company's ability to pay dividends. Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00 x, the Combined Company can make unlimited restricted payments so long as no event of default has occurred and is continuing. If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25 x, the Combined Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing. Irrespective of any leverage calculations, the Combined Company can make restricted payments not to exceed the greater of 7.0 % of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually.
Pursuant to the terms of the indenture governing the 2027 senior notes, which includes the most restrictive of the restricted payments provisions under the terms of the Combined Company's outstanding notes, even if the pro forma Total Indebtedness to Consolidated Cash Flow Ratio (as defined in the indenture governing the 2027 senior notes) is greater than 5.25 x, 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 5.25 x, 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 5.25 x as of June 29, 2025.
On November 9, 2023, Cedar Fair entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes. The Amendments enabled Cedar Fair to select November 2, 2023, the date the Merger Agreement with Former Six Flags was entered into, as the testing date for purposes of calculating, with respect to the Mergers and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023. To become operative, the Amendments required a payment, which was made upon the consummation of the Mergers. The payment related to the 2025 senior notes was still required despite the redemption of those notes in May 2024.
(7) Non-Controlling Interests
Substantially concurrently with the closing and in connection with the Mergers, the Combined Company assumed certain obligations regarding Six Flags Over Georgia, including Six Flags White Water Atlanta ("SFOG"), and Six Flags Over Texas ("SFOT", and together with SFOG, the "Partnership Parks"). The Partnership Parks are not wholly owned, but the Partnership Parks are consolidated as subsidiaries in the consolidated financial statements as it has been determined that the Combined Company has the power to direct the activities of those entities that most significantly impact the entities' economic performance, and the Combined Company has the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities. The equity interests owned by non-affiliated parties in SFOT are reflected in the unaudited condensed consolidated balance sheet as redeemable non-controlling interests. Following the notification of the Combined Company's intent to exercise the End-of-Term Option related to SFOG as further described below, the redeemable non-controlling interests related to SFOG are classified as a non-current liability within "NCI call option liability" on the unaudited condensed consolidated balance sheet. The portion of earnings or loss attributable to non-affiliated parties in the Partnership Parks is reflected as net income attributable to non-controlling interests in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Obligations related to the Partnership Parks continue until 2027, in the case of SFOG, and 2028, in the case of SFOT. Such obligations include:
(i) Minimum annual distributions of approximately $91.1 million in 2025 (subject to cost of living adjustments) to the limited partners of the partnership entities (the "Georgia Partnership" with respect to SFOG and the "Texas Partnership" with respect to SFOT) that own the Partnership Parks. Based on the Combined Company's ownership of units as of June 29, 2025, the Combined Company's share of the distribution will be approximately $41.4 million.
(ii) Minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6.00 % of the Partnership Parks’ revenues. The capital expenditures at the Partnership Parks is expected to be in excess of the minimum required expenditures for 2025 and was in excess of the minimum required expenditures for 2024.
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(iii) An annual offer to purchase all outstanding limited partnership units at the Specified Price (defined below) to the extent tendered by the unitholders, which annual offer must remain open from March 31 through late April of each year, and any limited partnership interest tendered during such time period must be fully paid no later than May 15th of that year (the "Partnership Park Put"). The Combined Company is required to repurchase such limited partnership units through May 15, 2026 in the case of the Georgia Partnership and May 15, 2027 in the case of the Texas Partnership. As the Combined Company purchases additional units, it is entitled to a proportionate increase in its share of the minimum annual distributions. As part of the 2025 annual offering and in the second quarter of 2025, the Combined Company purchased 3.085 units of the Texas Partnership for $6.8 million and 0.250 units of the Georgia Partnership for $1.0 million.
The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park’s weighted average four-year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously offered for the units of the Partnership Parks by certain entities. In light of the temporary suspension of operations of the parks due to the COVID-19 pandemic in March 2020, which would have caused the specified price of the limited partnership units of the Partnership Parks to decrease in 2021 and thereafter, Former Six Flags adjusted the annual offer to purchase these units to set a minimum price floor for all future purchases. Pursuant to the minimum price floor, the implied valuation of the Partnership Parks using the Specified Price, if determined as of June 29, 2025, is $409.7 million in the case of SFOG and $527.4 million in the case of SFOT. As of June 29, 2025, the Combined Company owned approximately 32.1 % and 55.4 % of the Georgia limited partner interests and Texas limited partner interests, respectively.
(iv) Either (a) purchasing all of the outstanding limited partnership interests in the Partnership Parks through the exercise of a call option upon the earlier of the occurrence of specified events and the end of the term of the partnership that hold the Partnership Parks in 2027 in the case of SFOG and 2028 in the case of SFOT, or (b) causing each of the partnerships that hold the Partnership Parks to have no indebtedness and to meet certain other financial tests as of the end of the term of such partnership.
In January 2027 with respect to the Georgia Partnership and in January 2028 with respect to the Texas Partnership, the Combined Company will have the option (each an "End-of-Term Option") to require the redemption of all the limited partnership units that the Combined Company does not then own in the Partnerships. On December 17, 2024, the Combined Company provided notice to the Georgia Partnership of its exercise of the End-of-Term Option relating to SFOG. In addition to the outstanding limited partnership interests, the Combined Company will acquire certain related entity general partnership and managing member interests.
To exercise the End-of-Term Option for the Texas Partnership, the Combined Company must give the Texas Partnership notice of its exercise no later than December 31, 2025. If the End-of-Term Option is not exercised, the parties may decide to renew and extend the arrangements relating to the Texas Partnership. Alternatively, if the End-of-Term Option is not exercised, the Texas Partnership entities may be sold and the proceeds applied to redeem the outstanding interests in the Texas Partnership. If the End-of-Term Option is exercised, the price offered, and required to be accepted by the holders' of the limited units that the Combined Company does not then own, is based on the agreed upon value of the Texas Partnership included in the original agreements, multiplied by the change in the Consumer Price Index ("CPI") between the beginning and end of the agreement. The decision to exercise, or not exercise, the End-of-Term Option for SFOT will ultimately be made based on numerous factors, including prevailing macro-economic and industry conditions and the cost and availability of financing to fund the purchase.
The agreements for the Georgia Partnership and Texas Partnership began in 1997 and 1998, respectively. The agreed-upon value for the partnerships when the agreements were executed was $250.0 million and $374.8 million for SFOG and SFOT, respectively. As of June 29, 2025, the agreed-upon value, as adjusted for CPI, would be $513.8 million and $756.4 million for SFOG and SFOT, respectively. The agreed-upon values, if determined as of June 29, 2025, multiplied by the 68.5 % and 45.9 % of units held by the limited partner for SFOG and SFOT, respectively, represent $352.3 million and $341.5 million that would be required to be paid to the limited partner of SFOG and SFOT, respectively, at the End-of-Term Option. The actual agreed upon value of the End-of-Term Option will be further adjusted by CPI until the end of each respective agreement.
Cash flows from operations at the Partnership Parks are used to satisfy the above requirements before any funds are required from the Combined Company. After the payment of the minimum distribution, the Combined Company is entitled to a management fee equal to 3 % of prior year gross revenues and, thereafter, any additional cash is distributed first to any management fee in arrears and then towards the repayment of any interest and principal on intercompany loans. Any additional cash, to the extent available, is distributed 95 % to the Combined Company in the case of SFOG and 92.5 % to the Combined Company in the case of SFOT. The Partnership Parks lost approximately $9.7 million of cash in 2024, after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Former Six Flags and the Combined Company, primarily due to increased capital spending at both SFOG and SFOT.
Former Six Flags entered into a Subordinated Indemnity Agreement with certain of the Combined Company's entities, Time Warner, and an affiliate of Time Warner (an indirect subsidiary of AT&T Inc. as a result of a merger in 2018), pursuant to which, among other things, Former Six Flags transferred to Time Warner (which has guaranteed all of the obligations under the Partnership Park arrangements) record title to the corporations that own the entities that purchase limited partnership units of the Partnership Parks, and Former Six Flags received an assignment from Time Warner of all cash flow received on such limited
19
partnership units, and the Combined Company otherwise controls such entities. In addition, Former Six Flags issued preferred stock of the managing partner of the partnerships to Time Warner. In the event of default by the Combined Company under the Subordinated Indemnity Agreement or of the Combined Company's obligations to the partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. If the Combined Company satisfies all such obligations, Time Warner is required to transfer to the Combined Company the entire equity interests of these entities at the end of the term, which is 2027 for the Georgia Partnership and 2028 for the Texas Partnership.
As described above and following the notification of the Combined Company's intent to exercise the End-of-Term Option of the Georgia Partnership, the redeemable non-controlling interests related to the Georgia Partnership are classified as a non-current liability within "NCI call option liability" on the unaudited condensed consolidated balance sheets. The liability was recorded at the net present value of the call option price as of December 31, 2024. The difference between the net present value of the call option price and the redemption value was recorded as a deemed dividend to retained earnings within the consolidated statements of equity for the year ended December 31, 2024. The liability will be accreted to the final purchase price over the remaining Georgia Partnership term. For the six months ended June 29, 2025, $17.6 million was recorded as interest expense within the unaudited condensed consolidated statement of operations and comprehensive income (loss).
The Combined Company will continue to have the obligation to purchase, at the Specified Price, any units of SFOG that unitholders elect to put as part of the annual offering during the 2026 offering window. If all put options of the Georgia Partnership were exercised, the redemption value would be $290.9 million as of June 29, 2025, which includes the accrued minimum distribution payment. The accrued minimum distribution payment due to the Georgia Partnership unitholders of $12.6 million was recorded within "Other accrued liabilities" on the unaudited condensed consolidated balance sheet as of June 29, 2025. Changes in the total put value of the Georgia Partnership for the six months ended June 29, 2025 were:
| (In thousands) | SFOG | |||||||
| Put option redemption value as of December 31, 2024 | $ | |||||||
| Purchase of redeemable units | ( | |||||||
| Distributions earned by non-controlling interests | ||||||||
| Put option redemption value as of June 29, 2025 | $ | |||||||
Changes in the carrying value of the Georgia Partnership for the six months ended June 29, 2025 were:
| (In thousands) | SFOG | |||||||
| Call option liability as of December 31, 2024 | $ | |||||||
| Purchase of redeemable units | ( | |||||||
| Gain on purchase of units at put option price | ( | |||||||
| Interest accretion | ||||||||
| Call option liability as of June 29, 2025 | $ | |||||||
Changes in the carrying value of the Texas Partnership for the six months ended June 29, 2025 were:
| (In thousands) | SFOT | |||||||
| Put option redemption value as of December 31, 2024 | $ | |||||||
| Purchase of redeemable units | ( | |||||||
| Distributions earned by non-controlling interests | ||||||||
| Put option redemption value as of June 29, 2025 | $ | |||||||
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(8) Income and Partnership Taxes:
The Combined Company's income tax benefit was $110.5 million for the six months ended June 29, 2025 and $12.2 million for the six months ended June 30, 2024. The effective tax rate for the six months ended June 29, 2025 was 27.3 % and 13.5 % for the six months ended June 30, 2024.
The Combined Company's income tax provision was $76.3 million for the three months ended June 29, 2025 and $20.2 million for the three months ended June 30, 2024. The effective tax rate for the three months ended June 29, 2025 was not meaningful due to pre-tax income approaching breakeven for the quarter. The effective tax rate for the three months ended June 30, 2024 was 26.7 %.
The effective tax rate for the six months ended June 29, 2025 differed from the United States Federal statutory rate of 21% due to discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, non-deductible executive compensation, state and local income taxes and tax rate differences in foreign jurisdictions.
Prior to the completion of the Mergers, Former Cedar Fair was taxed as a publicly traded partnership ("PTP"), with a tax levied on partnership level gross income (net revenues less cost of food, merchandise, and games revenues). The PTP was historically not subject to US federal or state income tax as permanent income tax exemptions are available for qualifying PTPs. As such, the total provision (benefit) for taxes prior to the Mergers includes amounts for the PTP tax and federal, state, local and foreign income taxes. The Partnership (Cedar Fair, L.P.) ceased to exist in connection with the Mergers. Following the completion of the Mergers, the Combined Company is subject to U.S. federal income taxes in addition to state and local income taxes as a corporation. This subjects all domestic and Canadian branch earnings (losses) before the provision for income taxes to a U.S. statutory rate of 21% and all earnings (losses) before provision of income taxes derived from operations in Mexico and Canada to their respective statutory rates of 30% and 26.5%. Under applicable accounting rules, the total provision (benefit) for income taxes includes the amount of taxes payable for the current year and the impact of deferred tax assets and liabilities, which represents future tax consequences of events that are recognized in different periods in the financial statements than for tax purposes.
The Combined Company evaluates its tax positions using a more-likely-than-not threshold, and those tax positions requiring recognition are measured at the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with a taxing authority that has full knowledge of all relevant information. As of June 29, 2025, the Combined Company recorded unrecognized tax benefits of $25.6 million, all of which would impact the effective tax rate if recognized and were included within "Other liabilities" in the unaudited condensed consolidated balance sheet. Due to uncertainties regarding the timing of examination and the amount of any settlements, the Combined Company does not anticipate a reduction in the unrecognized tax benefits within the next twelve months.
The Combined Company classifies interest and penalties attributable to income taxes as part of income tax expense. During the six months ended June 29, 2025 and June 30, 2024, the expense recognized for interest and penalties was not material.
The Canadian government has enacted Pillar Two legislation (Global Minimum Tax Act) that includes the Income Inclusion Rule and Qualified Domestic Minimum Top-Up Tax (as defined in the Global Minimum Tax Act). The Canadian legislation is effective for fiscal years beginning January 1, 2024, and thereafter. The Combined Company has performed an assessment of the potential exposure to Pillar Two income taxes. This assessment is based on the most recent information available regarding the financial performance of the constituent entities. Based on the assessment performed, the Pillar Two effective tax rates in all jurisdictions in which the Combined Company operates is above the 15% minimum tax rate. The Combined Company continues to evaluate the legislation and does not expect an exposure to Pillar Two taxes for 2025.
On July 4, 2025, the U.S. government enacted H.R. 1, the One Big Beautiful Bill Act (the "OBBBA"). The OBBBA maintains the 21% corporate tax rate and makes permanent many of the provisions from the Tax Cuts and Jobs Act of 2017 which had expired or were expiring. These provisions include more favorable interest deductibility and 100% bonus depreciation on capital expenditures. As a result of the enactment of OBBBA, the Combined Company anticipates an impact to the deferred tax liability and the income tax payable related to the provision for 100% bonus depreciation for certain asset classes placed in service after January 19, 2025. The Combined Company does not expect any material change to its ongoing tax rate as a result of the OBBBA.
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(9) Pension Benefits:
Substantially concurrently with the closing and in connection with the Mergers, the Combined Company assumed the obligations of the Former Six Flags pension plan. Former Six Flags froze its pension plan effective March 31, 2006, and effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. The following summarizes pension costs and the weighted-average assumptions used to determine net cost for the three and six months ended June 29, 2025. The components of net periodic (benefit) expense were included in "Other (income) expense, net" in the unaudited condensed consolidated statements of operations and comprehensive income (loss). Neither Former Six Flags nor the Combined Company made any pension contributions during the six month periods ended June 29, 2025 and June 30, 2024.
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In thousands) | June 29, 2025 | June 29, 2025 | |||||||||||||||||||||
| Interest cost | $ | $ | |||||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of net actuarial loss | |||||||||||||||||||||||
| Administrative fees | |||||||||||||||||||||||
| Total net periodic (benefit) expense | $ | ( | $ | ( | |||||||||||||||||||
| Discount rate | % | % | |||||||||||||||||||||
| Rate of compensation increase | N/A | N/A | |||||||||||||||||||||
| Expected return on plan assets | % | % | |||||||||||||||||||||
(10) Earnings per Share:
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In thousands, except per share amounts) | June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||
| Net income (loss) attributable to Six Flags Entertainment Corporation | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Basic weighted average shares of common stock / LP units outstanding | |||||||||||||||||||||||
| Effect of dilutive stock / units: | |||||||||||||||||||||||
| Deferred stock / units | |||||||||||||||||||||||
| Performance stock units / units | |||||||||||||||||||||||
| Restricted stock / units | |||||||||||||||||||||||
| Diluted weighted average shares of common stock / LP units outstanding | |||||||||||||||||||||||
| Net income (loss) per share of common stock / LP unit - basic | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Net income (loss) per share of common stock / LP unit - diluted | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
There were approximately 2.5 2.5 1.0 0.9 0.5 1.0 100 %. The maximum payout for the outstanding performance stock units is 200 %.
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(11) Fair Value Measurements:
The table below presents the balances of assets and liabilities measured at fair value as of June 29, 2025, December 31, 2024, and June 30, 2024 on a recurring basis as well as the fair values of other financial instruments, including their locations within the unaudited condensed consolidated balance sheets:
| (In thousands) | Balance Sheet Location | Fair Value Hierarchy Level | June 29, 2025 | December 31, 2024 | June 30, 2024 | ||||||||||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||||||||||
| Financial assets (liabilities) measured on a recurring basis: | |||||||||||||||||||||||||||||||||||
| Other current assets | Level 1 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other financial assets (liabilities): | |||||||||||||||||||||||||||||||||||
| Term debt | Long-Term Debt (1) | Level 2 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
2027 notes at | Long-Term Debt (1) | Level 1 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
2028 notes at | Long-Term Debt (1) | Level 1 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
2029 notes at | Long-Term Debt (1) | Level 1 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||
2025 notes at | Long-Term Debt (1) | Level 2 | $ | ( | $ | ( | — | — | |||||||||||||||||||||||||||
2027 notes at | Long-Term Debt (1) | Level 2 | $ | ( | $ | ( | $ | ( | $ | ( | — | — | |||||||||||||||||||||||
2031 notes at | Long-Term Debt (1) | Level 2 | $ | ( | $ | ( | $ | ( | $ | ( | — | — | |||||||||||||||||||||||
2032 notes at | Long-Term Debt (1) | Level 2 | $ | ( | $ | ( | $ | ( | $ | ( | — | — | |||||||||||||||||||||||
(1)Carrying values of long-term debt balances are before reductions for (1) current maturities of long-term debt of $15.0 million, $210.0 million and $10.0 million as of June 29, 2025, December 31, 2024 and June 30, 2024, respectively; (2) debt issuance costs and original issue discount of $48.6 million, $49.6 million and $29.2 million as of June 29, 2025, December 31, 2024 and June 30, 2024, respectively; and (3) acquisition fair value layers of $21.9 million and $22.6 million as of June 29, 2025 and December 31, 2024, respectively.
The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of June 29, 2025, December 31, 2024 or June 30, 2024. The net plan asset for the Former Six Flags pension plan is measured at fair value annually.
(12) Segments:
The Combined Company generates revenues from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. The Combined Company's principal costs and expenses, which include salaries and wages, operating supplies, maintenance, insurance, advertising and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance.
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"). All of the parks provide similar products and services through a similar process to the same class of customer utilizing a consistent method. In addition, the parks share common economic characteristics, in that they show similar long-term growth trends in key industry metrics such as attendance, in-park per capita spending, net revenue, operating margin and operating profit. Based on these factors, the Combined Company has combined its operating segments, which consist of each of the parks' locations, and operates within a single reportable segment of amusement and water parks with accompanying resort facilities.
Adjusted EBITDA is the measure of segment profit or loss used by the CODM to assess park-level operating profitability and to determine resource allocation, including the allocation of capital expenditures. The CODM's analysis includes comparisons to prior period results and annual budgeted and forecasted results. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's 2024 Credit Agreement, as amended, less net income attributable to non-controlling interests. The table below provides a summary of significant expense categories regularly provided to the CODM reconciled to Adjusted EBITDA, as well as a reconciliation of Adjusted EBITDA to income before taxes, for the periods presented. The CODM does not review segment assets at a different asset level or category than those disclosed within the unaudited condensed consolidated balance sheets.
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| Three months ended | Six months ended | |||||||||||||||||||||||||
| (In thousands) | June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Significant expense categories | ||||||||||||||||||||||||||
| Cost of food, merchandise and games revenues | ||||||||||||||||||||||||||
| Other revenue driven costs (1) | ||||||||||||||||||||||||||
| Labor (2) | ||||||||||||||||||||||||||
| Other segment expenses (3) | ||||||||||||||||||||||||||
| Adjusted EBITDA | ||||||||||||||||||||||||||
| Add: Net income attributable to non-controlling interests | ||||||||||||||||||||||||||
| Subtract: | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Loss on retirement of fixed assets, net | ||||||||||||||||||||||||||
| Loss on other assets | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Loss on early debt extinguishment | ||||||||||||||||||||||||||
| Non-cash foreign currency (gain) loss | ( | ( | ||||||||||||||||||||||||
| Non-cash equity compensation expense | ||||||||||||||||||||||||||
Costs related to the Mergers (4) | ||||||||||||||||||||||||||
Severance (5) | ||||||||||||||||||||||||||
Other (6) | ||||||||||||||||||||||||||
| Income (loss) before taxes | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||
(1)Consists of credit card fees, royalties and other revenue processing costs driven by sales volume.
(2)Consists of wages, benefits and employer taxes on an Adjusted EBITDA basis.
(3)Consists of all other expenses on an Adjusted EBITDA basis, including the cost of operating and maintenance supplies, advertising, utilities, insurance and lease payments, as well as net income attributable to non-controlling interests.
(4)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.
(5)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.
(6)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.
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All of the Combined Company's parks are located in the United States with the exception of two parks in Mexico and two parks in Canada. The Combined Company also recognizes revenue and expense related to the development of Six Flags-branded parks outside of North America. These management fees are disclosed as "Domestic" within the below tables. Prior to the Mergers, Former Cedar Fair did not disclose geographic segment related information as it had only one foreign park, and management believed disclosure of a single park's results provided sensitive information to its competitors. As a result, the below information only includes results since the Closing Date.
As of June 29, 2025 and December 31, 2024, long-lived assets (which consists of property and equipment, goodwill, intangible assets and right-of-use assets) by domestic and foreign properties was as follows:
| (In thousands) | June 29, 2025 | December 31, 2024 | |||||||||||||||
| Domestic | $ | $ | |||||||||||||||
| Foreign | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
For the three and six months ended June 29, 2025, net revenues and income (loss) before taxes by domestic and foreign properties were as follows:
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In thousands) | June 29, 2025 | June 29, 2025 | |||||||||||||||||||||
| Net revenues | |||||||||||||||||||||||
| Domestic | $ | $ | |||||||||||||||||||||
| Foreign | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
| Income (loss) before taxes | |||||||||||||||||||||||
| Domestic | $ | ( | $ | ( | |||||||||||||||||||
| Foreign | |||||||||||||||||||||||
| Total | $ | $ | ( | ||||||||||||||||||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is intended to facilitate an understanding of the Combined Company's business and results of operations and should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion should also be read in conjunction with the Combined Company's consolidated financial statements and related notes thereto, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of the Combined Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Merger Agreement with Former Six Flags:
On July 1, 2024, the previously announced merger of equals transaction contemplated by the Merger Agreement, by and among CopperSteel HoldCo, Inc., Cedar Fair, Former Six Flags and Copper Merger Sub, was completed. Upon the consummation of the Mergers, the separate legal existences of each of Copper Merger Sub, Cedar Fair and Former Six Flags ceased, and the Combined Company changed its name to “Six Flags Entertainment Corporation”. The Combined Company trades on the New York Stock Exchange under the ticker symbol "FUN". References to the "Partnership," "Cedar Fair," or "Former Cedar Fair" are to Cedar Fair prior to the Mergers, and references to the "Combined Company" and the "Company" are to Cedar Fair, Former Six Flags and Copper Merger Sub after giving effect to the Mergers. The Mergers were entered into to create a leading amusement park operator with an expanded and diversified property portfolio, improved guest experience utilizing the complementary operating capabilities of Cedar Fair and Former Six Flags, and the opportunity for accelerated investment in the Cedar Fair and Former Six Flags properties with the cash flows of the Combined Company. For additional information, see the Explanatory Note in this Quarterly Report on Form 10-Q and Note 2.
The Six Flags Merger was accounted for as a business combination using the acquisition method of accounting. Former Cedar Fair has been determined to be the accounting acquirer and the predecessor for financial statement purposes. Accordingly, unless indicated otherwise, financial results and disclosures within this Management's Discussion and Analysis referring to periods prior to the Closing Date include only Former Cedar Fair's results before giving effect to the Mergers, including financial results and disclosures as of June 30, 2024 and for the three and six months ended June 30, 2024. The results for Former Six Flags are included in the Combined Company's results from the Closing Date forward. Accordingly, financial results and disclosures as of June 29, 2025 and for the three and six months ended June 29, 2025 reflect the Combined Company's operations.
Business Overview:
The Combined Company is North America's largest regional amusement park operator with 27 amusement parks, 15 separately gated water parks and nine resorts for the 2025 operating season. See Note 4 for additional information regarding the planned closure of Six Flags America. Of the 42 amusement and water parks, 38 are located in the United States, two are located in Mexico and two are located in Canada. The parks generate revenues from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. The Combined Company's principal costs and expenses, which include salaries and wages, operating supplies, maintenance, insurance, advertising and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance. The Combined Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies. The Combined Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many rides and attractions require specialized manufacturing. Changes in import tariffs and trade policies may result in increased costs and potential market disruptions that could result in the inability to acquire certain goods timely or at all.
The Combined Company's operations are seasonal. In a typical year at Former Six Flags and Cedar Fair, approximately 70% of annual attendance and revenue occurred during the second and third quarters of each year. As a result, a substantial portion of the Combined Company's revenues are expected to be generated from Memorial Day through Labor Day with the major portion concentrated during the peak vacation months of July and August. The fall and winter seasons have also become more important to the Combined Company's operations due to the popularity of fall and winter events. Consequently, when adverse conditions or events occur during the operating season, particularly during the peak vacation months of July and August or the important fall season, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, the timing of such conditions or events can have a disproportionate adverse effect upon revenues.
Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources, on a park-by-park basis. Discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker ("CODM"), as well as by the Chief Financial Officer, the Chief Operating Officer and Senior Vice Presidents. The Combined Company operates within a single reportable segment of amusement and water parks with accompanying resort facilities.
The following operational measures are key performance metrics in the Combined Company's managerial and operational reporting. They are used as major factors in significant operational decisions as they are the primary drivers of financial and operational performance, measuring demand, pricing and consumer behavior. In-park revenues, in-park per capita spending, in-
26
park admissions revenues, admissions per capita spending, in-park product revenues, per capita spending on in-park products, and out-of-park revenues are non-GAAP measures.
Attendance is defined as the number of guest visits to amusement parks and separately gated outdoor water parks. Attendance is driven by various factors, including new rides and product offerings, guest satisfaction, weather, pricing, advertising programs, perceived safety of the parks and economic conditions. Major attendance categories include single-day attendance related to a single-day ticket, including sales to groups, season pass attendance related to season passes that are valid for an operating season, and membership attendance related to memberships that are valid for a 12-month non-cancelable period and until the guest cancels thereafter.
In-park per capita spending is calculated as revenues generated within the Combined Company's amusement parks and separately gated outdoor water parks along with related parking revenues and online transaction fees charged to customers (in-park revenues), divided by total attendance. In-park per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Combined Company's guests. Major in-park per capita spending categories include admission, food and beverage, merchandise, games and extra-charge products. Extra-charge products include premium benefit offerings such as front-of-line products. Admissions per capita spending is calculated as revenues generated for admission to the Combined Company's amusement parks and separately gated water parks along with related parking revenues and online transaction fees charged to customers (in-park admissions revenues) divided by total attendance. Per capita spending on in-park products is calculated as all other revenues generated within the Combined Company's amusement parks and separately gated water parks, including food and beverage, merchandise, games and extra-charge offerings (in-park product revenues) divided by total attendance.
Out-of-park revenues are defined as revenues from resorts, out-of-park food and merchandise locations, sponsorships, international agreements and all other out-of-park operations. Out-of-park revenues are primarily driven by attendance to the parks and can increase length of stay at the Combined Company's properties as guests purchase hotel rooms and visit out-of-park food and merchandise locations. In addition, higher attendance levels enable the Combined Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands.
The following table presents net revenues disaggregated by in-park revenues, including in-park admissions revenues and in-park product revenues, and out-of-park revenues less amounts remitted to outside parties under concessionaire arrangements (concessionaire remittance) for the periods presented. The results for the three and six months ended June 29, 2025 include the results of Former Six Flags operations (see Note 2). Certain prior period amounts have been reclassified from out-of-park revenues to in-park admissions revenues following completion of the Mergers (see Note 1. Reclassifications).
| Three months ended | Six months ended | |||||||||||||||||||||||||
| (In thousands) | June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | ||||||||||||||||||||||
| In-park admissions revenues | $ | 485,177 | $ | 279,308 | $ | 591,488 | $ | 326,689 | ||||||||||||||||||
| In-park product revenues | 401,243 | 246,994 | 479,247 | 283,202 | ||||||||||||||||||||||
| In-park revenues | 886,420 | 526,302 | 1,070,735 | 609,891 | ||||||||||||||||||||||
| Out-of-park revenues | 71,908 | 61,036 | 95,824 | 82,358 | ||||||||||||||||||||||
| Concessionaire remittance | (27,938) | (15,722) | (34,112) | (19,018) | ||||||||||||||||||||||
| Net revenues | $ | 930,390 | $ | 571,616 | $ | 1,132,447 | $ | 673,231 | ||||||||||||||||||
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Strategy:
The key objectives of the Combined Company's strategy are to: (1) enhance the guest experience by delivering a stronger price-value proposition that drives demand; (2) identify and activate operating efficiencies that generate cost synergies and drive margin expansion; (3) maintain a disciplined approach to the prioritization and activation of capital investments to realize the full market potential of each park, while maximizing free cash flow efficiency; (4) integrate technology stacks with a focus on harmonizing systems, eliminating redundancies, and enhancing the guest-facing digital experience; and (5) evaluate the potential divestiture of non-core assets.
The Combined Company plans to meet these objectives by driving revenue growth through higher levels of attendance, in-park per capita spending and out-of-park revenues, investing in capital expenditures, and continuing to achieve cost synergies in 2025 and 2026 that began in 2024. Management plans to increase attendance by providing an improved guest experience, new marketable rides and attractions, modified operating calendars, improving its marketing strategy and focusing on increasing season pass visits through average visits per season pass and renewal rates. Management plans to increase in-park per capita spending by expanding the use of revenue management tools to drive dynamic pricing, refreshing food and beverage facilities to improve efficiency and quality of offerings, improving seasonal staffing to increase guest satisfaction and spending, and increasing attendance levels which leads to higher demand for premium products and a longer length of stay. Management plans to increase out-of-park revenues by upgrading and expanding resort offerings, improving revenue management capabilities to drive dynamic pricing and increased occupancy, and leveraging the Six Flags brand to increase sponsorship opportunities. Management plans to achieve cost synergies through operating cost reductions, organizational restructurings and elimination of duplicative overhead costs, including redundant processes and technologies.
Critical Accounting Estimates:
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the unaudited condensed consolidated financial statements of the Combined Company, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require management to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions.
Management believes that judgment and estimates related to the following critical accounting policies could materially affect the unaudited condensed consolidated financial statements:
•Business Combinations
•Impairment of Long-Lived Assets
•Goodwill and Other Intangible Assets
•Self-Insurance Reserves
•Revenue Recognition
•Income Taxes
During the second quarter of 2025, there were no changes to the above critical accounting policies from those previously disclosed in the Combined Company's Annual Report on Form 10-K for the year ended December 31, 2024. As discussed in 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.
Results of Operations:
Six months ended June 29, 2025 vs. Six months ended June 30, 2024
The results for the six-month period ended June 29, 2025 are not directly comparable with the results for the six-month period ended June 30, 2024 because the six-month period ended June 29, 2025 included the results of Former Six Flags operations (see Note 2). The current six-month period included 2,386 operating days compared with 906 operating days for the six-month period ended June 30, 2024, an increase of 1,480 operating days. There were 1,513 operating days for the six-month period ended June 29, 2025 at Former Six Flags parks. A 33 operating day decrease at the Former Cedar Fair parks was primarily driven by the planned removal of lower-volume operating days from the 2025 operating calendar.
The following table presents key financial information for the Combined Company for the six months ended June 29, 2025 and June 30, 2024:
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| Six months ended | Increase (Decrease) | |||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | $ | % | |||||||||||||||||||||||
| (Amounts in thousands, except per capita and operating days) | ||||||||||||||||||||||||||
| Net revenues | $ | 1,132,447 | $ | 673,231 | $ | 459,216 | 68.2 | % | ||||||||||||||||||
| Operating costs and expenses | 1,122,630 | 602,254 | 520,376 | 86.4 | % | |||||||||||||||||||||
| Depreciation and amortization | 236,958 | 67,327 | 169,631 | 252.0 | % | |||||||||||||||||||||
| Loss on retirement of fixed assets, net | 18,616 | 6,735 | 11,881 | 176.4 | % | |||||||||||||||||||||
| Loss on other assets | 791 | — | 791 | 100.0 | % | |||||||||||||||||||||
| Operating loss | $ | (246,548) | $ | (3,085) | $ | (243,463) | N/M | |||||||||||||||||||
| Other Data: | ||||||||||||||||||||||||||
| Attendance | 17,009 | 9,984 | 7,025 | 70.4 | % | |||||||||||||||||||||
| In-park per capita spending | $ | 62.95 | $ | 61.09 | $ | 1.86 | 3.0 | % | ||||||||||||||||||
| Admissions per capita spending | $ | 34.77 | $ | 32.72 | $ | 2.05 | 6.3 | % | ||||||||||||||||||
| Per capita spending on in-park products | $ | 28.18 | $ | 28.37 | $ | (0.19) | (0.7) | % | ||||||||||||||||||
| Out-of-park revenues | $ | 95,824 | $ | 82,358 | $ | 13,466 | 16.4 | % | ||||||||||||||||||
| Operating days | 2,386 | 906 | 1,480 | 163.4 | % | |||||||||||||||||||||
N/M - Not meaningful
For the six months ended June 29, 2025, net revenues increased $459.2 million compared with the six months ended June 30, 2024. The increase in net revenues reflected $499.7 million in net revenues contributed by Former Six Flags operations during the six months ended June 29, 2025 and a $40.5 million decrease in net revenues contributed by Former Cedar Fair operations during the six months ended June 29, 2025 compared to the prior period. The increase in net revenues reflected the impact of a 7.0 million-visit increase in attendance, a $1.86, or 3.0%, increase in in-park per capita spending and a $13.5 million increase in out-of-park revenues. The 7.0 million-visit increase in attendance was attributable to a 7.8 million-visit increase resulting from attendance at Former Six Flags parks for the six months ended June 29, 2025, partially offset by an 0.8 million-visit decrease in attendance at Former Cedar Fair parks. The attendance at Former Cedar Fair parks was negatively impacted by inclement weather, particularly in the Midwest and which also resulted in fewer season pass sales, and fewer operating days primarily due to the planned removal of lower-volume operating days from the 2025 operating calendar. The $1.86 increase in in-park per capita spending was primarily due to higher admissions per capita spending at the Former Cedar Fair parks driven by pricing, and to a lesser extent, higher per capita spending on in-park products at the Former Cedar Fair parks. In addition, the inclusion of the Former Six Flags parks resulted in a $0.40 increase in in-park per capita spending during the six months ended June 29, 2025. The $13.5 million increase in out-of-park revenues was due to $19.6 million contributed by Former Six Flags operations during the six months ended June 29, 2025, partially offset by lower out-of-park revenues at the Former Cedar Fair parks driven by decreased revenues from Cedar Point resorts, which were impacted by inclement weather. The increase in net revenues was partially offset by a $0.3 million unfavorable impact of foreign currency exchange rates.
Operating costs and expenses for the six months ended June 29, 2025 increased $520.4 million compared with the six months ended June 30, 2024. The increase in operating costs and expenses was the result of a $375.5 million increase in operating expenses, a $107.3 million increase in selling, general and administrative ("SG&A") expenses and a $37.6 million increase in cost of goods sold. The $375.5 million increase in operating expenses was due to a $384.6 million increase related to Former Six Flags operations during the six months ended June 29, 2025 offset by lower maintenance costs and seasonal labor hours at the Former Cedar Fair parks. Decreases in full-time head count at the Former Cedar Fair parks driven by recent reorganization efforts were offset by severance expense in the period. The $107.3 million increase in SG&A expenses included $68.0 million of additional expenses related to Former Six Flags operations during the six months ended June 29, 2025, $24.8 million of higher severance and equity compensation expense driven by recent reorganization efforts, the timing of planned advertising costs, and additional IT costs related to integration efforts somewhat offset by less Merger-related transaction costs. Cost of goods sold as a percentage of food, merchandise and games revenue increased 30 bps. The 30 bps increase was attributable to a non-recurring charge to cost of goods sold recorded to align inventory standards following the Mergers. The increase in operating costs and expenses was partially offset by a $0.9 million favorable impact of foreign currency exchange rates.
Depreciation and amortization expense for the six months ended June 29, 2025 increased $169.6 million compared with the six months ended June 30, 2024, which was due to $155.5 million of depreciation expense attributable to Former Six Flags and the impact of a change in interim depreciation method for Former Cedar Fair (see Note 1). The loss on retirement of fixed assets for both periods and the loss on other assets in the current period were due to retirement of assets in the normal course of business. The loss on retirement of fixed assets in the current period included $12.3 million of losses related to Former Six Flags operations.
After the items above, operating loss for the six months ended June 29, 2025 totaled $246.5 million compared with $3.1 million for the six months ended June 30, 2024. The amount for the six months ended June 29, 2025 included $162.9 million of operating loss attributable to the Former Six Flags operations during the six months ended June 29, 2025.
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Net interest expense for the six months ended June 29, 2025 increased $105.3 million as a result of $93.9 million of interest incurred on debt acquired in the Mergers, additional revolver borrowings in 2025, and the impact of refinancing events during 2024, including the full redemption of the 2025 senior notes which were refinanced with a $1.0 billion senior secured term loan facility. The refinancing events also resulted in a loss on early debt extinguishment of $5.9 million during the prior period (see Note 6). Other (income) expense, net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency.
During the six months ended June 29, 2025, a benefit for income taxes of $110.5 million was recorded compared with $12.2 million for the six months ended June 30, 2024. The increase in benefit for income taxes was primarily attributable to discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, and the effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation which was partially offset by lower pre-tax book income relative to the comparable period.
After the items above and income attributable to non-controlling interests (see Note 7), net loss attributable to Six Flags Entertainment Corporation for the six months ended June 29, 2025 totaled $319.4 million, or $3.18 per diluted share of common stock. The net loss included $259.4 million of net loss relating to the Former Six Flags operations during the six months ended June 29, 2025. Net loss for the six months ended June 30, 2024 totaled $77.9 million, or $1.54 per diluted limited partner unit.
Three months ended June 29, 2025 vs. Three months ended June 30, 2024
The results for the three-month period ended June 29, 2025 are not directly comparable with the results for the three-month period ended June 30, 2024 because the three-month period ended June 29, 2025 included the results of the Former Six Flags operations (see Note 2). The current three-month period included 1,993 operating days compared with 789 operating days for the three-month period ended June 30, 2024, an increase of 1,204 operating days. There were 1,238 operating days for the three-month period ended June 29, 2025 at Former Six Flags parks. A 34 operating day decrease at the Former Cedar Fair parks was primarily driven by the planned removal of lower-volume operating days from the 2025 operating calendar.
The following table presents key financial information for the Combined Company for the three months ended June 29, 2025 and June 30, 2024:
| Three months ended | Increase (Decrease) | |||||||||||||||||||||||||
| June 29, 2025 | June 30, 2024 | $ | % | |||||||||||||||||||||||
| (Amounts in thousands, except per capita and operating days) | ||||||||||||||||||||||||||
| Net revenues | $ | 930,390 | $ | 571,616 | $ | 358,774 | 62.8 | % | ||||||||||||||||||
| Operating costs and expenses | 710,765 | 387,281 | 323,484 | 83.5 | % | |||||||||||||||||||||
| Depreciation and amortization | 134,628 | 57,015 | 77,613 | 136.1 | % | |||||||||||||||||||||
| Loss on impairment / retirement of fixed assets, net | 10,518 | 4,121 | 6,397 | 155.2 | % | |||||||||||||||||||||
| Operating income | $ | 74,479 | $ | 123,199 | $ | (48,720) | (39.5) | % | ||||||||||||||||||
| Other Data: | ||||||||||||||||||||||||||
| Attendance | 14,191 | 8,635 | 5,556 | 64.3 | % | |||||||||||||||||||||
| In-park per capita spending | $ | 62.46 | $ | 60.95 | $ | 1.51 | 2.5 | % | ||||||||||||||||||
| Admissions per capita spending | $ | 34.19 | $ | 32.35 | $ | 1.84 | 5.7 | % | ||||||||||||||||||
| Per capita spending on in-park products | $ | 28.27 | $ | 28.60 | $ | (0.33) | (1.2) | % | ||||||||||||||||||
| Out-of-park revenues | $ | 71,908 | $ | 61,036 | $ | 10,872 | 17.8 | % | ||||||||||||||||||
| Operating days | 1,993 | 789 | 1,204 | 152.6 | % | |||||||||||||||||||||
For the three months ended June 29, 2025, net revenues increased $358.8 million compared with the three months ended June 30, 2024. The increase in net revenues reflected $388.7 million in net revenues contributed by Former Six Flags operations during the three months ended June 29, 2025 and a $29.9 million decrease in net revenues contributed by Former Cedar Fair operations during the three months ended June 29, 2025 compared to the prior period. The increase in net revenues reflected the impact of a 5.6 million-visit increase in attendance, the impact of a $1.51, or 2.5%, increase in in-park per capita spending and a $10.9 million increase in out-of-park revenues. The 5.6 million-visit increase in attendance was attributable to a 6.3 million-visit increase resulting from attendance at Former Six Flags parks for the three months ended June 29, 2025, partially offset by a 0.7 million-visit decrease in attendance at Former Cedar Fair parks. The attendance at Former Cedar Fair parks was negatively impacted by inclement weather, particularly in the Midwest and which also resulted in fewer season pass sales, and fewer operating days primarily due to the planned removal of lower-volume operating days from the 2025 operating calendar. The $1.51 increase in in-park per capita spending was primarily due to higher admissions per capita spending at the Former Cedar Fair parks driven by pricing, and to a lesser extent, higher per capita spending on in-park products at the Former Cedar Fair parks. The inclusion of the Former Six Flags parks resulted in a $0.48 decrease in in-park per capita spending during the three months ended June 29, 2025. The $10.9 million increase in out-of-park revenues was due to $14.8 million contributed by Former
30
Six Flags operations during the three months ended June 29, 2025, partially offset by lower out-of-park revenues at the Former Cedar Fair parks driven by decreased revenues from Cedar Point resorts, which were impacted by inclement weather. The increase in net revenues was partially offset by a $0.2 million unfavorable impact of foreign currency exchange rates.
Operating costs and expenses for the three months ended June 29, 2025 increased $323.5 million compared with the three months ended June 30, 2024. The increase in operating costs and expenses was the result of a $232.7 million increase in operating expenses, a $63.2 million increase in SG&A expenses and a $27.6 million increase in cost of goods sold. The $232.7 million increase in operating expenses included a $238.5 million increase related to Former Six Flags operations during the three months ended June 29, 2025 offset by lower maintenance costs and seasonal labor hours at the Former Cedar Fair parks. Decreases in full-time head count at the Former Cedar Fair parks driven by recent reorganization efforts were more than offset by severance expense in the period. The $63.2 million increase in SG&A expenses included $44.5 million of additional expenses related to Former Six Flags operations during the three months ended June 29, 2025, $10.9 million of higher severance expense driven by recent reorganization efforts, the timing of planned advertising costs, and additional IT costs related to integration efforts somewhat offset by less Merger-related transaction costs. Increases in equity compensation expense at the Former Cedar Fair parks driven by recent reorganization efforts were more than offset by a reduction in equity compensation expense due to changes in expected company performance. Cost of goods sold as a percentage of food, merchandise and games revenue decreased 30 bps. The 30 bps decrease was attributable to the inclusion of the Former Six Flags parks in the current period's results. The increase in operating costs and expenses was partially offset by a $0.2 million favorable impact of foreign currency exchange rates.
Depreciation and amortization expense for the three months ended June 29, 2025 increased $77.6 million compared with the three months ended June 30, 2024, which was due to $93.1 million of depreciation expense attributable to Former Six Flags offset by the impact of a change in interim depreciation method for Former Cedar Fair (see Note 1). The loss on impairment / retirement of fixed assets for both periods was due to retirement of assets in the normal course of business. The loss on retirement of fixed assets in the current period included $7.4 million of losses related to Former Six Flags operations.
After the items above, operating income for the three months ended June 29, 2025 totaled $74.5 million compared with $123.2 million for the three months ended June 30, 2024. The amount for the three months ended June 29, 2025 included a $26.0 million operating loss attributable to the Former Six Flags operations during the three months ended June 29, 2025.
Interest expense, net for the three months ended June 29, 2025 increased $52.6 million as a result of $47.6 million of interest incurred on debt acquired in the Mergers, additional revolver borrowings in 2025, and the impact of refinancing events during 2024, including the full redemption of the 2025 senior notes which were refinanced with a $1.0 billion senior secured term loan facility. The refinancing events also resulted in a loss on early debt extinguishment of $5.9 million during the prior period (see Note 6). Other (income) expense, net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency.
During the three months ended June 29, 2025, a provision for income taxes of $76.3 million was recorded compared with $20.2 million for the three months ended June 30, 2024. The increase in provision for income taxes was primarily attributable to a change in forecasted pre-tax book income, the effects of the non-controlling interest distribution, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation.
After the items above and income attributable to non-controlling interests (see Note 7), net loss attributable to Six Flags Entertainment Corporation for the three months ended June 29, 2025 totaled $99.6 million, or $0.99 per diluted share of common stock. The net loss included $125.8 million of net loss relating to the Former Six Flags operations during the three months ended June 29, 2025. Net income for the three months ended June 30, 2024 totaled $55.6 million, or $1.08 per diluted limited partner unit.
July Update
The preliminary results for the five week periods ended August 3, 2025 and August 4, 2024 each reflect the financial results for the Combined Company. Based on preliminary operating results, net revenues for the five-week period ended August 3, 2025 are estimated to total between $680 million and $685 million, representing a decrease of approximately 3% from the five-week period ended August 4, 2024. Preliminary attendance for the five-week period ended August 3, 2025 totaled 11 million guests, an increase of 1% compared to the five-week period ended August 4, 2024. Preliminary in-park per capita spending for the five-week period ended August 3, 2025 is estimated to be down approximately 4% compared to the five-week period ended August 4, 2024. For the five-week period ended August 3, 2025, preliminary net revenues included in-park revenues of approximately $650 million, out-of-park revenues of approximately $50 million and concessionaire remittance of approximately $20 million. Both out-of-park revenues and concessionaire remittance for the five-week period ended August 3, 2025 were flat to the five-week period ended August 4, 2024.
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Modified EBITDA and Adjusted EBITDA
Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's credit agreement. Adjusted EBITDA represents Modified EBITDA less net income (loss) attributable to non-controlling interests. Both measures have been included to disclose the effect of non-controlling interests. Prior to the Mergers, Former Cedar Fair did not have net income attributable to non-controlling interests. Modified EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with generally accepted accounting principles ("GAAP") and should not be considered as a substitute for operating income, net income or cash flows from operating activities computed in accordance with GAAP. Management believes Modified EBITDA and Adjusted EBITDA are meaningful measures of park-level operating profitability, and uses them for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is widely used by analysts, investors and comparable companies in the industry to evaluate operating performance on a consistent basis, as well as more easily compare results with those of other companies in the industry. These measures are provided as supplemental measures of the Combined Company's operating results and may not be comparable to similarly titled measures of other companies.
The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net income (loss) for the three and six-month periods ended June 29, 2025 and June 30, 2024. The results for the three and six months ended June 29, 2025 include the results of Former Six Flags operations (see Note 2).
| Three months ended | Six months ended | ||||||||||||||||||||||
| (In thousands) | June 29, 2025 | June 30, 2024 | June 29, 2025 | June 30, 2024 | |||||||||||||||||||
| Net income (loss) | $ | (74,832) | $ | 55,553 | $ | (294,550) | $ | (77,914) | |||||||||||||||
| Interest expense, net | 92,409 | 39,825 | 179,444 | 74,161 | |||||||||||||||||||
| Provision (benefit) for taxes | 76,283 | 20,210 | (110,477) | (12,206) | |||||||||||||||||||
| Depreciation and amortization | 134,628 | 57,015 | 236,958 | 67,327 | |||||||||||||||||||
| EBITDA | 228,488 | 172,603 | 11,375 | 51,368 | |||||||||||||||||||
| Loss on early debt extinguishment | — | 5,911 | — | 5,911 | |||||||||||||||||||
| Non-cash foreign currency (gain) loss | (19,986) | 1,763 | (22,200) | 7,002 | |||||||||||||||||||
| Non-cash equity compensation expense | 8,935 | 9,135 | 26,011 | 14,419 | |||||||||||||||||||
| Loss on retirement of fixed assets, net | 10,518 | 4,121 | 18,616 | 6,735 | |||||||||||||||||||
| Loss on other assets | — | — | 791 | — | |||||||||||||||||||
Costs related to the Mergers (1) | 11,030 | 11,128 | 26,670 | 21,275 | |||||||||||||||||||
Severance (2) | 23,823 | 461 | 27,200 | 550 | |||||||||||||||||||
Other (3) | 4,626 | 342 | 8,181 | 1,024 | |||||||||||||||||||
| Modified EBITDA | 267,434 | 205,464 | 96,644 | 108,284 | |||||||||||||||||||
| Net income attributable to non-controlling interests | 24,816 | — | 24,816 | — | |||||||||||||||||||
| Adjusted EBITDA | $ | 242,618 | $ | 205,464 | $ | 71,828 | $ | 108,284 | |||||||||||||||
(1) Consists of integration costs related to the Mergers for the three and six months ended June 29, 2025, including third-party consulting costs related to the Mergers, retention bonuses, integration team salaries and benefits, costs to integrate information technology systems, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs. Consists of third-party legal and consulting transaction costs and integration consulting costs for the three and six months ended June 30, 2024. See Note 2 for additional information related to the Mergers. These costs are added back to net income (loss) to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement.
(2) Consists of severance and related employer taxes and benefits. During the three and six months ended June 29, 2025, certain employees, including certain executive level employees, were terminated as part of recent reorganization efforts.
(3) Consists of certain costs as defined in the Combined Company's credit agreement. These costs are added back to net income (loss) to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses unrelated to the Mergers, cost of goods sold recorded to align inventory standards following the Mergers, Mexican VAT taxes on intercompany activity, gains/losses related to the Partnership Parks and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments.
For the six months ended June 29, 2025, Adjusted EBITDA decreased $36.5 million compared with the six months ended June 30, 2024. The decrease in Adjusted EBITDA was attributable to a $36.6 million decrease in Adjusted EBITDA from Former Cedar Fair operations. The $36.6 million decrease in Adjusted EBITDA from Former Cedar Fair operations was entirely due to lower revenues driven by lower attendance, which was impacted by inclement weather and fewer planned operating days in the current period.
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For the three months ended June 29, 2025, Adjusted EBITDA increased $37.2 million compared with the three months ended June 30, 2024. The increase in Adjusted EBITDA included $61.8 million of Adjusted EBITDA contributed by Former Six Flags operations during the three months ended June 29, 2025 offset by a $24.6 million decrease from Former Cedar Fair operations. The $24.6 million decrease in Adjusted EBITDA from Former Cedar Fair operations was entirely due to lower revenues driven by lower attendance, which was impacted by inclement weather and fewer planned operating days in the current period.
Liquidity and Capital Resources:
The Combined Company's principal sources of liquidity include cash from operating activities, funding from long-term debt obligations and existing cash on hand. Due to the seasonality of the business, pre-opening operations are funded with revolving credit borrowings, which are reduced with positive cash flow during the seasonal operating period. Primary uses of liquidity include operating expenses, capital expenditures, interest payments, and income tax obligations. With the Combined Company's revolving credit facility and cash on hand, the Combined Company has sufficient liquidity to satisfy existing cash obligations at least through the third quarter of 2026. The Combined Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business. As such, the Combined Company has not declared a dividend and has no immediate plans to do so.
Capital expenditures for the Combined Company are expected to total between $475 million and $500 million in 2025. Capital expenditures include new high-thrill roller coasters at Cedar Point, Six Flags Great America, Canada's Wonderland, Six Flags New England, Kings Dominion, Six Flags Great Adventure and Six Flags Over Georgia; two new family-friendly attractions at Carowinds; water park renovations at Kings Island, Hurricane Harbor Los Angeles and Hurricane Harbor Arlington; and upgraded and expanded food and beverage facilities across the park portfolio. Cash interest payments for the Combined Company are expected to range from $315 million to $325 million in 2025. Cash payments for income taxes for the Combined Company are expected to range from $35 million to $45 million in 2025.
As of June 29, 2025, deferred revenue totaled $461.0 million, including non-current deferred revenue. This represented an increase of $172.2 million compared with total deferred revenue as of June 30, 2024, of which $180.6 million of the increase was attributable to Former Six Flags. The decrease in the remaining total deferred revenue was largely attributable to lower 2025 season-long product sales at Former Cedar Fair.
Cash Flows
The following table presents key cash flow information for the six months ended June 29, 2025 and June 30, 2024:
| Six months ended | ||||||||||||||
| June 29, 2025 | June 30, 2024 | |||||||||||||
| (Amounts in thousands) | ||||||||||||||
| Net cash from operating activities | $ | 8,944 | $ | 68,627 | ||||||||||
| Net cash for investing activities | (308,079) | (117,968) | ||||||||||||
| Net cash from financing activities | 323,742 | 37,412 | ||||||||||||
| Effect of exchange rate on cash and cash equivalents | (395) | (701) | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 24,212 | $ | (12,630) | ||||||||||
Net cash from operating activities for the first six months of 2025 totaled $8.9 million, a decrease of $59.7 million compared with the same period in the prior year. The decrease was primarily due to lower earnings.
Net cash for investing activities for the first six months of 2025 totaled $308.1 million, an increase of $190.1 million compared with the same period in the prior year. The increase was due to the inclusion of capital expenditures for Former Six Flags parks and the timing of capital expenditures for Former Cedar Fair parks.
Net cash from financing activities for the first six months of 2025 totaled $323.7 million, an increase of $286.3 million compared with the same period in the prior year. The increase was primarily attributable to additional term debt borrowings incurred offset by the redemption of the remaining 2025 Six Notes.
Contractual Obligations
As of June 29, 2025, the Combined Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (see Note 7), and various commitments under lease agreements. The Combined Company has also committed to certain capital expenditures, most of which will be paid within twelve months, and license commitments through 2035. Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Combined Company's long-term debt agreements as of June 29, 2025 consisted of the following:
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•$1,493 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended. Amortization payments of $15.0 million per year, paid in equal quarterly installments, are required to be made on the term debt. The term debt bears interest at a rate equal to SOFR plus a margin of 200 bps per annum or base rate plus a margin of 100 bps per annum. There was $15.0 million of current maturities outstanding and payable within the next twelve months as of June 29, 2025 related to the senior secured term debt facility.
•$500 million of 5.375% senior unsecured notes, maturing in April 2027. Interest is payable under the 2027 senior notes semi-annually in April and October.
•$300 million of 6.500% senior unsecured notes, maturing in October 2028. Interest is payable under the 2028 senior notes semi-annually in April and October.
•$500 million of 5.250% senior unsecured notes, maturing in July 2029. Interest is payable under the 2029 senior notes semi-annually in January and July.
•$500 million of 5.500% senior unsecured notes, maturing in April 2027. Interest is payable under the 2027 Six Notes semi-annually in April and October.
•$800 million of 7.250% senior unsecured notes, maturing in May 2031. Interest is payable under the 2031 Six Notes semi-annually in May and November.
•$850 million of 6.625% senior secured notes, maturing in May 2032. Interest is payable under the 2032 Six Notes semi-annually in May and November.
•$372 million of borrowings under the $850 million senior secured revolving credit facility under the 2024 Credit Agreement, as amended. The revolving credit facility bears interest at Term SOFR or Term Canadian Overnight Repo Rate Average plus a margin of 200 bps per annum, or base rate or Canadian prime rate plus a margin of 100 bps per annum; matures on July 1, 2029, following the amendment to the 2024 Credit Agreement and subject to a springing maturity date on the date that is 91 days prior to the final maturity of certain indebtedness in an aggregate outstanding principal amount greater than $200 million on such date; and requires a commitment fee of 50 bps per annum on the unused portion of the revolving credit facility, which is subject to decrease to 37.5 bps upon achievement of a 3.5x Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement, as amended). The 2024 Credit Agreement also provides for the issuance of documentary and standby letters of credit. After letters of credit of $45.0 million as of June 29, 2025, the Combined Company had $432.7 million of availability under the former revolving credit facility. Letters of credit are primarily in place to backstop insurance arrangements.
With respect to the revolving credit facility only, the 2024 Credit Agreement, as amended, includes a maximum Net First Lien Leverage Ratio (as defined in the 2024 Credit Agreement) financial maintenance covenant, which is required to be tested as of the last day of each quarter except for the quarter in which the consummation of the Mergers occurred. The maximum Net First Lien Leverage Ratio following the consummation of the Mergers is 5.25x beginning with the test period ending on or about December 31, 2024, with step-downs of 25 bps after every four consecutive quarters, culminating at 4.5x beginning with the test period ending on or about December 31, 2027.
The 2024 Credit Agreement, as amended, and fixed rate note agreements include restricted payment provisions, which could limit the Combined Company's ability to pay dividends. Under the 2024 Credit Agreement, as amended, if the pro forma Net Secured Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 3.00x, the Combined Company can make unlimited restricted payments so long as no event of default has occurred and is continuing. If the pro forma Net Total Leverage Ratio (as defined in the 2024 Credit Agreement) is less than or equal to 5.25x, the Combined Company can make restricted payments up to the then-available Cumulative Credit (as defined in the 2024 Credit Agreement), so long as no event of default has occurred and is continuing. Irrespective of any leverage calculations, the Combined Company can make restricted payments not to exceed the greater of 7.0% of Market Capitalization (as defined in the 2024 Credit Agreement) and $200 million annually.
Pursuant to the terms of the indenture governing the 2027 senior notes, which includes the most restrictive of the restricted payments provisions under the terms of the Combined Company's outstanding notes, even if the pro forma Total Indebtedness to Consolidated Cash Flow Ratio (as defined in the indenture governing the 2027 senior notes) is greater than 5.25x, the Combined Company can still make restricted payments of $100 million annually so long as no default or event of default has occurred and is continuing. If the pro forma Total Indebtedness to Consolidated Cash Flow Ratio is less than or equal to 5.25x, the Combined Company can make restricted payments up to its restricted payment pool so long as no default or event of default has occurred and is continuing or would occur as a consequence thereof. The Combined Company's pro forma Total Indebtedness to Consolidated Cash Flow Ratio was greater than 5.25x as of June 29, 2025.
On November 9, 2023, Cedar Fair entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes. The Amendments enabled Cedar Fair to select November 2, 2023, the date the Merger Agreement with Former Six Flags
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was entered into, as the testing date for purposes of calculating, with respect to the Mergers and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023. To become operative, the Amendments required a payment, which was made upon the consummation of the Mergers. The payment related to the 2025 senior notes was still required despite the redemption of those notes in May 2024.
Financial and Non-Financial Disclosure About Issuers and Guarantors of Registered Senior Notes
Three tranches of fixed rate senior notes outstanding as of June 29, 2025 were registered under the Securities Act of 1933: the 2027, 2028 and 2029 senior notes, or the "registered senior notes". The Combined Company, Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC (“Millennium”) are the co-issuers of the registered senior notes. Substantially concurrently with the closing and in connection with the Mergers, the Combined Company entered into supplemental indentures to assume all of Former Cedar Fair's obligations under the indentures governing the registered senior notes. Pursuant to the supplemental indentures, each of the Former Six Flags subsidiary guarantors under the 2024 Credit Agreement agreed to fully and unconditionally guarantee the registered senior notes. As a result, the registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the Combined Company (other than the co-issuers) that guarantees the credit facilities under the 2024 Credit Agreement, as amended. A full listing of the issuers and guarantors of the registered senior notes can be found within Exhibit 22.
The registered senior notes each rank equally in right of payment with all of each issuer’s existing and future senior unsecured debt. However, the registered senior notes rank effectively junior to any secured debt to the extent of the value of the assets securing such debt, including under the 2024 Credit Agreement and the 2032 Six Notes.
In the event that the co-issuers (except for the Combined Company) or any subsidiary guarantor is released from its obligations under the 2024 Credit Agreement, such entity will also be released from its obligations under the 2027 and 2029 senior notes and from its guarantee under the 2028 senior notes. In addition, the co-issuers (except for the Combined Company) or any subsidiary guarantor can be released from its obligations under the registered senior notes under the following circumstances, assuming the associated transactions are in compliance with the applicable provisions of the indentures governing the registered senior notes: i) in the case of co-issuers (other than the Combined Company), any direct or indirect sale, conveyance or other disposition of the capital stock of such entity following which the entity ceases to be a direct or indirect subsidiary of the Combined Company or a sale or disposition of all or substantially all of the assets of such entity made in accordance with the applicable indenture; ii) if such entity is dissolved or liquidated; iii) if an entity is designated as an Unrestricted Subsidiary (as defined in each indenture); iv) in the case of the 2027 and 2029 senior notes, upon transfer of such entity in a qualifying transaction if following such transfer the entity ceases to be a direct or indirect Restricted Subsidiary (as defined in each indenture) of the Combined Company or is a Restricted Subsidiary that is not a guarantor under any credit facility; or v) in the case of the subsidiary guarantors, upon a discharge of the indenture or upon any legal defeasance or covenant defeasance of the indenture.
The obligations of each guarantor are limited to the extent necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. This provision may not, however, protect a guarantee from being voided under fraudulent transfer law, or may reduce the applicable guarantor’s obligation to an amount that effectively makes its guarantee worthless. If a guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness of the guarantor, and depending on the amount of such indebtedness, could reduce the guarantee to zero. Each guarantor that makes a payment or distribution under a guarantee is entitled to a pro rata contribution from each other guarantor based on the respective net assets of the guarantors.
The following tables provide summarized financial information for each of the co-issuers and guarantors of the registered senior notes (the "Obligor Group") as of June 29, 2025 and December 31, 2024. Each entity that was a co-issuer of the registered senior notes is presented separately. The subsidiaries that guaranteed the registered senior notes are presented on a combined basis with intercompany balances and transactions between entities in such guarantor subsidiary group eliminated. Intercompany balances and transactions between the co-issuers and guarantor subsidiaries were not eliminated. Certain subsidiaries did not guarantee the credit facilities or senior notes (the "non-guarantor" subsidiaries). The summarized financial information excludes results of the non-guarantor subsidiaries. The Obligor Group's amounts due from, amounts due to, and transactions with the non-guarantor subsidiaries have not been eliminated and included intercompany receivables from non-guarantors of $138.4 million and $123.6 million as of June 29, 2025 and December 31, 2024, respectively.
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| Summarized Financial Information (In thousands) | Six Flags Entertainment Corporation | Magnum (Co-Issuer Subsidiary) | Cedar Canada (Co-Issuer Subsidiary) | Millennium (Co-Issuer Subsidiary) | Guarantor Subsidiaries | |||||||||||||||||||||||||||||||||||||||
| Balance as of June 29, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Current Assets | $ | 929 | $ | 74,765 | $ | 46,546 | $ | 650,181 | $ | 1,853,010 | ||||||||||||||||||||||||||||||||||
| Non-Current Assets | 1,670,982 | 2,439,241 | 721,384 | 1,455,025 | 7,269,193 | |||||||||||||||||||||||||||||||||||||||
| Current Liabilities | 195,845 | 1,997,181 | 40,170 | 324,788 | 495,484 | |||||||||||||||||||||||||||||||||||||||
| Non-Current Liabilities | 366,308 | 10,857 | 363,828 | 2,222,889 | 3,155,849 | |||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Current Assets | $ | 214 | $ | 74,710 | $ | 58,221 | $ | 147,184 | $ | 1,928,466 | ||||||||||||||||||||||||||||||||||
| Non-Current Assets | 1,878,531 | 2,196,232 | 675,573 | 2,518,804 | 6,993,517 | |||||||||||||||||||||||||||||||||||||||
| Current Liabilities | 160,229 | 1,699,979 | 20,032 | 227,100 | 607,921 | |||||||||||||||||||||||||||||||||||||||
| Non-Current Liabilities | 366,315 | 10,444 | 365,239 | 1,877,375 | 2,918,671 | |||||||||||||||||||||||||||||||||||||||
Six Months Ended June 29, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | — | $ | 119 | $ | 41,514 | $ | 489,004 | $ | 465,330 | ||||||||||||||||||||||||||||||||||
| Operating (loss) income | (8,371) | (321,849) | (3,016) | 249,968 | (140,208) | |||||||||||||||||||||||||||||||||||||||
| Net (loss) income | (253,641) | (54,419) | 22,308 | 129,824 | (53,531) | |||||||||||||||||||||||||||||||||||||||
Twelve Months Ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Net revenues | $ | 98,489 | $ | 489,776 | $ | 160,414 | $ | 2,007,248 | $ | 1,116,695 | ||||||||||||||||||||||||||||||||||
| Operating (loss) income | (8,248) | (159,791) | 54,641 | 126,476 | 258,298 | |||||||||||||||||||||||||||||||||||||||
| Net (loss) income | (214,263) | 120,777 | 34,607 | — | 332,344 | |||||||||||||||||||||||||||||||||||||||
Forward Looking Statements
Some of the statements contained in this report (including the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section) that are not historical in nature are forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements as to management's expectations, beliefs, goals and strategies regarding the future. Words such as "anticipate," "believe," "create," "expect," "future," "guidance," "intend," "plan," "potential," "seek," "synergies," "target," "objective," "will," "would," similar expressions, and variations or negatives of these words identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. These forward-looking statements may involve current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions that are difficult to predict, may be beyond the Combined Company's control and could cause actual results to differ materially from those described in such statements. Although management believes that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to be correct, or that the Combined Company's growth and operational strategies will achieve the target results. Important risks and uncertainties that may cause such a difference and could adversely affect attendance at the Combined Company's parks, future financial performance, and/or the Combined Company's growth strategies, and could cause actual results to differ materially from expectations or otherwise to fluctuate or decrease, include, but are not limited to: failure to realize the anticipated benefits of the Mergers, including difficulty in integrating the businesses of Former Six Flags and Cedar Fair; failure to realize the expected amount and timing of cost savings and operating synergies related to the mergers; adverse weather conditions; general economic, political and market conditions; the impacts of pandemics or other public health crises, including the effects of government responses on people and economies; competition for consumer leisure time and spending or other changes in consumer behavior or sentiment for discretionary spending; unanticipated construction delays or increases in construction or supply costs; changes in capital investment plans and projects; anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the Combined Company’s operations; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Combined Company; acts of terrorism or outbreak of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties discussed in the Combined Company's Annual Report on Form 10-K and in the other filings made from time to time with the SEC. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q and are based on information currently and reasonably known to management. The Combined Company does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this report.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Combined Company is exposed to market risks from fluctuations in interest rates and currency exchange rates on operations in Canada and Mexico, and from time to time, on imported rides and equipment. The objective of the Combined Company's financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. Market risk sensitive instruments are not acquired for trading purposes.
Interest rate risk is typically managed using a combination of fixed-rate long-term debt, interest rate swaps that fix variable-rate long-term debt, and variable-rate borrowings under a revolving credit facility. Translation exposures with regard to Canadian and Mexican operations are not hedged.
As of June 29, 2025, variable rate debt included $1,493 million of senior secured term loan facility borrowings and borrowings under an $850 million revolving credit facility under the 2024 Credit Agreement, as amended. Assuming the outstanding senior secured term loan facility borrowings and the daily average balance over the past twelve months on revolving credit borrowings of approximately $396.3 million, a hypothetical 100 bps increase in 30-day SOFR on the variable-rate debt would lead to an increase of approximately $18.9 million in cash interest costs over the next twelve months.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar and Mexican peso would have resulted in a $0.7 million decrease in operating loss contributed to the Combined Company's six month results ended June 29, 2025.
ITEM 4. CONTROLS AND PROCEDURES
(a)Evaluation of Disclosure Controls and Procedures -
As of June 29, 2025, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) or 15(d)-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 29, 2025.
(b)Changes in Internal Control Over Financial Reporting -
The Mergers resulted in changes to the Combined Company's internal control over financial reporting during July 2024. The Combined Company is currently in the process of integrating, evaluating, and where necessary, implementing changes in controls and procedures as it relates to the Former Six Flags. Except for the impact of the Mergers, there have been no changes to the Combined Company's internal control over financial reporting during the quarter ended June 29, 2025 that materially affected, or are reasonably likely to materially affect, the Combined Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Combined Company is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the consolidated financial statements with the exception of the lawsuits described herein.
Putative Securities Class Action Lawsuit
In February 2020, two putative securities class action complaints were filed against Former Six Flags and certain of its former executive officers (collectively, the “defendants”) in the U.S. District Court for the Northern District of Texas. On March 2, 2020, the two cases were consolidated in an action captioned Electrical Workers Pension Fund Local 103 I.B.E.W. v. Six Flags Entertainment Corp., et al., Case No. 4:20-cv-00201-P (N.D. Tex.), and an amended complaint was filed on March 20, 2020. A consolidated compliant was filed on July 2, 2020. The consolidated complaint alleged, among other things, that the defendants made materially false or misleading statements or omissions regarding Former Six Flags' business, operations and growth prospects, specifically with respect to the development of Six Flags branded parks in China and the financial health of its former partner, Riverside Investment Group Co. Ltd., in violation of the federal securities laws. The consolidated complaint sought an unspecified amount of compensatory damages and other relief on behalf of a putative class of purchasers of Former Six Flags’ publicly traded common stock during the period between April 24, 2018 and February 19, 2020. Following the grant of defendants' motion to dismiss, its reversal on appeal to the U.S. Court of Appeals for the Fifth Circuit, the grant by the District Court of defendants' motion for judgment on the pleadings and its reversal by the Fifth Circuit. On September 3, 2024, the parties entered into a settlement agreement, subject to court approval, resolving the claims. The Combined Company will pay $40.0 million to settle the claims, an amount that will be fully funded by the Combined Company’s insurance carriers. On January 28, 2025, the District Court entered its order and judgment of final approval of the settlement agreement.
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ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A. Risk Factors of the Combined Company's Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table summarizes repurchases of shares of Combined Company Common Stock during the three months ended June 29, 2025:
| (a) | (b) | (c) | (d) | |||||||||||||||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| March 31 - April 30 | 25,062 | $ | 35.40 | — | — | |||||||||||||||||||||
| May 1 - May 31 | 3,997 | $ | 34.92 | — | — | |||||||||||||||||||||
| June 1 - June 29 | 12,479 | $ | 31.69 | — | — | |||||||||||||||||||||
| Total | 41,538 | $ | 34.24 | — | — | |||||||||||||||||||||
(1)All shares purchased were repurchased by the Combined Company in satisfaction of tax obligations related to the vesting of restricted stock which was granted under outstanding omnibus incentive plans.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Not applicable.
(c) During the three months ended June 29, 2025, no director or officer adopted terminated
ITEM 6. EXHIBITS
| Exhibit Number | Description of Exhibit | |||||||
| 101 | The following materials from the Combined Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 2025 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited Condensed Consolidated Statements of Equity, and (v) related notes, tagged as blocks of text and including detailed tags. | |||||||
| 104 | The cover page from the Combined Company's Quarterly Report on Form 10-Q for the quarter ended June 29, 2025 formatted in Inline XBRL (included as Exhibit 101). | |||||||
38
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SIX FLAGS ENTERTAINMENT CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | August 6, 2025 | /s/ Richard A. Zimmerman | |||||||||
| Richard A. Zimmerman | |||||||||||
| President and Chief Executive Officer | |||||||||||
| Date: | August 6, 2025 | /s/ Brian C. Witherow | |||||||||
| Brian C. Witherow | |||||||||||
| Chief Financial Officer | |||||||||||
39
Exhibit 10.2
EXECUTIVE RELEASE AGREEMENT
This RELEASE AGREEMENT (this “Agreement”) dated June 18, 2025, is made and entered into by and between Six Flags Entertainment Corporation, a Delaware corporation (the “Company”), and Monica Sauls (the “Executive”).
WHEREAS, the Company and the Executive previously entered into an Employment Agreement dated October 8, 2024 (the “Employment Agreement”); and
WHEREAS, the Executive’s employment with the Company is terminating effective June 20, 2025 (“Separation Date”), and Executive shall be receiving the severance payments and benefits set forth in Section 6 of the Employment Agreement in accordance with the terms thereof.
NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and in the Employment Agreement, the Company and the Executive agree as follows:
1.General Release and Waiver of Claims.
(a)In consideration of Executive’s right to receive the severance payments and benefits set forth in Section 6 of the Employment Agreement (as specified for clarity on Exhibit A), the Executive, on behalf of him/herself and his/her heirs, executors, administrators, trustees, legal representatives, successors and assigns (hereinafter collectively referred to for purposes of this Section 1 as “Executive”), hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Company and its past, present and future affiliates and related entities, parent and subsidiary corporations, divisions, shareholders, predecessors, current, former and future officers, directors, employees, trustees, fiduciaries, administrators, executives, agents, representatives, successors and assigns (collectively, the “Company Released Parties”) from any and all waivable claims, charges, demands, sums of money, actions, rights, promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed, foreign or domestic (hereinafter collectively referred to as “claims”) which he/she has now or in the future may claim to have against any or all of the Company Released Parties based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Executive’s execution of this Agreement, and will reaffirm such release provisions as of the Separation Date and will execute Exhibit B on or within 45 days after the Separation Date. Such claims include, without limitation, claims arising under the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq .; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq .; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq .; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq .; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Equal Pay Act of 1963, 29 U.S.C. § 206(d); Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002, 18 U.S.C. § 1681 et seq .; the Fair Credit Reporting Act, 15 U.S.C. §1681 et seq.; any other federal, state or local statutory laws relating to employment, discrimination in employment, termination of employment, wages, benefits or otherwise; or any other federal, state or local constitution, statute, rule, or regulation, including, but not limited to, any ordinance addressing fair employment practices; any claims for
employment or reemployment by the Company Released Parties; any common law claims, including but not limited to actions in tort, defamation and breach of contract; any claim or damage arising out of Executive’s employment with or separation from the Company Released Parties (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above; and any and all claims for counsel fees and cost.
(b)The Company, on behalf of itself and the other Company Related Parties, hereby agrees to irrevocably and unconditionally waive, release and forever discharge the Executive from any and all claims (as defined above) which such parties have now or in the future may claim to have against Executive based upon or arising out of any facts, acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or things of any conceivable kind or character existing or occurring or claimed to exist or to have occurred prior to the date of the Executive’s execution of this Agreement.
(c)To the fullest extent permitted by law, and subject to the provisions of Section 1.d and 1.e below, Executive and the Company (each a “party”) represents and affirms that such party has not filed or caused to be filed on their behalf any claim for relief against the other party or any releasee and, to the best of their knowledge and belief, no outstanding claims for relief have been filed or asserted against the other party or any releasee on their behalf. In the event either party has filed or caused to be filed on their behalf any such claim for relief, such party shall promptly withdraw and dismiss such claim with prejudice.
(d)In waiving and releasing any and all waivable claims whether or not now known, Executive and the Company understands that this means that, if they later discovers facts different from or in addition to those facts currently known by them, or believed by them to be true, the waivers and releases of this Agreement will remain effective in all respects — despite such different or additional facts and the later discovery of such facts, even if the party would not have agreed to this Agreement if such party had prior knowledge of such facts.
(e)Nothing in this Section 1, or elsewhere in this Agreement, prevents or prohibits Executive from filing a claim with a government agency, such as the U.S. Equal Employment Opportunity Commission, that is responsible for enforcing a law on behalf of the government. However, Executive understands that, because Executive is waiving and releasing, among other things, any and all claims for monetary damages and any other form of personal relief (per Section 1.a above), Executive may only seek and receive non-monetary forms of relief through any such claim.
(f)Nothing in this Section 1, or elsewhere in this Agreement, is intended as, or shall be deemed or operate as, a release by the Executive (i) of any claims for payments to which the Executive is entitled under the express language of Section 6 of the Employment Agreement, (ii) of any claims for vested benefits (e.g., medical or 401(k) benefits) and (iii) of any right that the Executive had immediately prior to his/her termination of employment to be indemnified by any Company Released Party or to coverage under any directors and officers insurance policy and any run-off policy thereto.
2.No Admission of Liability. It is understood that nothing in this Agreement is to be construed as an admission on behalf of the Company Released Parties or the Executive of any wrongdoing with respect to the other party, any such wrongdoing being expressly denied.
3.Acknowledgement of Waiver and Release of Claims Under ADEA.
(a)The Executive acknowledges that, pursuant to Section 1 hereof, he/she is agreeing to waive and release any claims he/she may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that he/she is doing so knowingly and voluntarily. The Executive also acknowledges that the consideration given for the ADEA waiver and release under this Agreement is in addition to anything of value to which the Executive was already entitled. The Executive further acknowledges that he/she has been advised by the Company, as required by the ADEA, that:
(i)the ADEA waiver and release contained in this Agreement does not apply to any rights or claims that may arise after the date he/she signs this Agreement;
(ii)he/she should consult with an attorney prior to signing this Agreement (although he/she may choose voluntarily not to do so);
(iii)he/she has forty-five (45) days within which to consider this Agreement including the information provided in Schedule A hereto (although he/she may choose voluntarily to sign it earlier);
(iv)he/she has seven (7) days following the date he/she signs this Agreement to revoke this Agreement by delivering a written notice of such revocation to [ ]; and
(v)this Agreement shall not become effective or enforceable until the first day following the end of the seven-day revocation period; provided that the Executive has signed, returned and not revoked this Agreement in accordance with the terms hereof.
(b)Nothing in this Agreement shall prevent the Executive from challenging or seeking a determination in good faith of the validity of the ADEA waiver and release contained in this Agreement, nor does it prevent the Executive from filing a charge with the EEOC to enforce the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law.
4.Miscellaneous.
(a)Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of Ohio without giving effect to its conflict of laws principles.
(b)Consent to Jurisdiction. Any action by the parties hereto related to this Agreement may be instituted in any state or federal court having proper subject matter jurisdiction located within the State of Ohio, or in any other court in which jurisdiction is otherwise proper. Accordingly, the Company and the Executive irrevocably and unconditionally (a) submit to the jurisdiction of any such court and (b) waive any objection to the laying of venue of any such action
brought in such court and (ii) any claim that any such action brought in any such court has been brought in an inconvenient forum.
(c)Prior Agreements. Unless stated otherwise expressly herein, the terms and conditions of the Employment Agreement shall remain in full force and effect.
(d)Construction. There shall be no presumption that any ambiguity in this Agreement should be resolved in favor of one party hereto and against another party hereto. Any controversy concerning the construction of this Agreement shall be decided neutrally without regard to authorship.
(e)Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed will be deemed to be an original, and such counterparts will, when executed by the parties hereto, together constitute but one agreement. Facsimile and electronic signatures shall be deemed to be the equivalent of manually signed originals.
THE UNDERSIGNED HAVE CAREFULLY READ THE FOREGOING AGREEMENT, KNOW THE CONTENTS THEREOF, FULLY UNDERSTAND IT, AND SIGN THE SAME AS HIS/HER OR ITS OWN FREE ACT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.
COMPANY
By: /s/ Brian Witherow
Brian Witherow
Chief Financial Officer
EXECUTIVE
/s/ Monica Sauls
Monica Sauls
Schedule A
Decisional Unit and Position Elimination/Termination Selection
(Corporate – Human Resources SVP)
The following information is provided to you because you have been selected for inclusion in a group position elimination/termination program offered to employees of the Company in connection with a 2025 enterprise realignment effort. You should consider this information as part of the Confidential Severance and Release Agreement (“Separation Agreement”) that the Company has given you.
(A)The class, unit, or group of individuals considered for inclusion in the program in which you fall (i.e., your “decisional unit”) consists of SVP level employees in the Human Resources division within the Corporate department.
(B)All fulltime employees in the decisional unit whose positions were selected for elimination are eligible to receive a severance offering as outlined in the Agreement. Selection criteria included an assessment of business needs and costs of the roles.
(C)All employees employed by the Company age 40 and over who are being offered consideration in exchange for signing a waiver and release of claims must sign the Agreement and return it to Company within 45 days after receiving the Agreement. Employees age 40 and over who sign and return the Agreement may revoke it within the time period specified in the Agreement, but will not receive benefits thereunder if revoked.
(D)The following is a list of the job titles and ages (as of May 15, 2025) of employees in the decisional unit whose positions were selected for elimination and offered consideration for signing a waiver as part of the program and those who were not selected:
Position/Title; Age | Selected | ||||
SVP CHRO; 45 | Y | ||||
EXHIBIT A – Severance Pay and Benefits
(a)Executive’s accrued and unpaid Base Salary and vacation through the Separation Date, and any reimbursement of expenses;
(b)If applicable, any Annual Cash Incentive award earned for 2024, payable at the same time such payment would be made if Executive continued to be employed by the Company;
(c)a pro-rata portion of Executive’s Annual Cash Incentive award for 2025, payable at the same time that other senior executives of the Company receive bonus payments for 2025;
(d)an after-tax lump sum amount equal to thirty (30) months of premiums for continuation coverage under COBRA under the Company’s group medical plans as in effect from time to time, less the amount of Executive’s portion of such premiums determined as if Executive were an active employee;
(e)a lump sum payment of $1,980,000.00, which is the amount equal to two and one half (2.5) times Executive’s Base Salary and target Annual Cash Incentive;
(f)full and immediate vesting in all of Executive’s equity awards under the Stock Incentive Plan and all Rollover Equity, in each case, then held by Executive as of the Separation Date, provided further that any equity awards conditioned upon performance criteria, goals or objectives that so vest fully and immediately upon such a termination shall be payable at target.
EXHIBIT B – Release Reaffirmation
(do not sign until Separation Date)
I, Monica Sauls (“Executive”) hereby reaffirm the Release Agreement dated June 19, 2025, with all release provisions incorporated herein and effective through the Separation Date and as of the date below.
EXECUTIVE
/s/ Monica Sauls
Monica Sauls
Date: 20 June 2025
Exhibit 10.3
SIX FLAGS ENTERTAINMENT CORPORATION
2024 OMNIBUS INCENTIVE PLAN
DEFERRED RESTRICTED STOCK UNIT AWARD AGREEMENT
This Deferred Restricted Stock Unit Award Agreement (“Agreement”) is made pursuant to the terms and conditions of the Six Flags Entertainment Corporation 2024 Omnibus Incentive Plan (the “Plan”), including (without limitation) Section 9, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings ascribed to them in the Plan, unless indicated otherwise.
| Participant Name: | [_________________] | ||||
| Grant Date: | [_________________], 2025 | ||||
| Number of Deferred Restricted Stock Units Awarded: | [_________________] | ||||
Vesting Schedule: | Vesting will occur upon the date of termination (the “Vesting Date”) as a member of the Board of Directors (the “Board”) of Six Flags Entertainment Corporation (the “Company”) | ||||
| Payment Date: | Payable within five (5) business days following the date of termination as a member of the Board of the Company | ||||
1. Deferred Restricted Stock Unit Award In General. Participant’s Deferred Restricted Stock Unit Award (the “Award”) relates to ___ (__) shares of Common Stock. The Deferred Restricted Stock Units shall accrue Dividend Equivalent Rights (based upon actual dividends to owners of Common Stock), if any, which shall be accumulated and credited to the Award from the Grant Date until payment is made in accordance with Section 3 hereof.
As used herein, the term “Deferred Restricted Stock Units” means an equity-based Award measured in shares of Common Stock, with each Deferred Restricted Stock Unit measured on the basis of one (1) share of Common Stock, that is subject to Section 409A and payable in shares of Common Stock or in a combination of cash and shares of Common Stock as provided in Section 3 below.
2. Vesting Schedule. The Award will vest on the date that the Participant ceases to be a member of the Board of the Company.
3. Payment Dates. Within five (5) business days of the date that the Participant ceases to be a member of the Board of the Company, the Restricted Stock Units that are earned in accordance with Sections 1 and 2 of this Agreement, plus all Dividend Equivalent Rights accumulated and credited thereon to the time of payment, shall be paid, as elected by the Participant, in a lump sum in shares of Common Stock or a combination of cash (measured using the Fair Market Value of the Common Stock on the vesting date) and shares of Common Stock.
IN WITNESS WHEREOF, Six Flags Entertainment Corporation has caused this Agreement to be executed by its duly authorized officer, and the Participant has executed this Agreement in acceptance thereof.
SIX FLAGS ENTERTAINMENT CORPORATION
By:
Title:
PARTICIPANT
Signature:
Printed Name:
Exhibit 31.1
CERTIFICATION
I, Richard A. Zimmerman, certify that:
1)I have reviewed this quarterly report on Form 10-Q of Six Flags Entertainment Corporation;
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | August 6, 2025 | /s/ Richard A. Zimmerman | |||||||||
| Richard A. Zimmerman | |||||||||||
| President and Chief Executive Officer | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Brian C. Witherow, certify that:
1)I have reviewed this quarterly report on Form 10-Q of Six Flags Entertainment Corporation;
2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3)Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4)The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5)The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | August 6, 2025 | /s/ Brian C. Witherow | |||||||||
| Brian C. Witherow | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 32
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Six Flags Entertainment Corporation (the "Company") on Form 10-Q for the period ended June 29, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 6, 2025
| /s/ Richard A. Zimmerman | |||||
| Richard A. Zimmerman | |||||
| President and Chief Executive Officer | |||||
| /s/ Brian C. Witherow | |||||
| Brian C. Witherow | |||||
| Chief Financial Officer | |||||
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.