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 Company's business and results of operations and should be read in conjunction with the unaudited 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 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 Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Business Overview:
The Company is North America's largest regional amusement park operator with 20 amusement parks, 14 separately gated water parks and nine resorts. Of the 34 amusement and water parks, 31 are located in the United States, two are located in Mexico and one is 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 Company's principal costs and expenses, which include salaries and wages, operating and maintenance supplies, insurance, advertising, utilities and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance. The 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 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 have resulted and may continue to result in increased costs. Potential market disruptions could result in the inability to acquire certain goods timely or at all.
The Company's operations are seasonal. Approximately 70% of annual attendance and revenue occurred during the second and third quarters during fiscal year 2025. As a result, a substantial portion of the 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 season is also important to the Company's operations due to the popularity of fall and Halloween 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 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 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, per capita spending, in-park admissions revenues, admissions per capita spending, in-park product revenues, in-park product per capita spending, 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.
Per capita spending is calculated as revenues generated within the 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. Per capita spending is driven by similar factors to attendance and is also impacted by the length of stay of the Company's guests. Major 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 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. In-park product per capita spending is calculated as all other revenues generated within the 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. Beginning in the fourth quarter of 2025, we renamed in-park per capita spending to per capita spending, and we renamed per capita spending on in-park products to in-park product per capita spending. The methodology for calculating these metrics remains unchanged, and therefore any previously reported metrics that are renamed to corresponding metrics remain unchanged.
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 out-of-park attractions can increase length of stay at the Company's properties as guests purchase hotel rooms and visit out-of-park food and merchandise locations. In addition, higher attendance levels enable the Company to develop long-term corporate sponsorships and co-marketing relationships with well-known national and regional brands. The Company manages Six Flags Qiddiya City and Aquarabia Qiddiya City in Saudi Arabia and receives fees for exclusivity, brand licensing rights, and design, development and management services. Despite regional tensions in the Middle East, both parks continue to operate.
The following tables present 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 remittances) for the periods presented.
The results for the three and nine-month periods ended September 27, 2026 are not directly comparable to the results for the three and nine-month periods ended September 28, 2025 due to the closure of the combination amusement and waterpark in Bowie, Maryland following the end of the 2025 operating season, and the 2026 Sale Transaction, which closed during the second quarter of 2026 (see Note 4 to the accompanying unaudited consolidated financial statements). As a result, two tables have been presented below: (1) on a Reported Basis consistent with the net revenues presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction (see Results of Operations below regarding how management uses this supplemental information).
REPORTED BASIS
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Three months ended
|
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Nine months ended
|
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(In thousands)
|
|
September 27, 2026
|
|
September 28, 2025
|
|
September 27, 2026
|
|
September 28, 2025
|
|
In-park admissions revenues
|
|
$
|
583,558
|
|
|
$
|
664,480
|
|
|
$
|
1,138,312
|
|
|
$
|
1,255,968
|
|
|
In-park product revenues
|
|
517,499
|
|
|
582,626
|
|
|
990,804
|
|
|
1,061,873
|
|
|
In-park revenues
|
|
1,101,057
|
|
|
1,247,106
|
|
|
2,129,116
|
|
|
2,317,841
|
|
|
Out-of-park revenues
|
|
101,360
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|
|
108,135
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|
|
194,478
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|
|
203,959
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Concessionaire remittances
|
|
(29,339)
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|
(37,488)
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|
|
(59,970)
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|
|
(71,600)
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|
|
Net revenues
|
|
$
|
1,173,078
|
|
|
$
|
1,317,753
|
|
|
$
|
2,263,624
|
|
|
$
|
2,450,200
|
|
SAME-PARK BASIS
|
|
|
|
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|
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|
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|
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|
|
Three months ended
|
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Nine months ended
|
|
(In thousands)
|
|
September 27, 2026
|
|
September 28, 2025
|
|
September 27, 2026
|
|
September 28, 2025
|
|
In-park admissions revenues
|
|
$
|
583,558
|
|
|
$
|
575,036
|
|
|
$
|
1,137,249
|
|
|
$
|
1,117,930
|
|
|
In-park product revenues
|
|
517,499
|
|
|
514,864
|
|
|
990,421
|
|
|
958,283
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|
|
In-park revenues
|
|
1,101,057
|
|
|
1,089,900
|
|
|
2,127,670
|
|
|
2,076,213
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|
|
Out-of-park revenues
|
|
101,360
|
|
|
98,919
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|
|
190,490
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|
|
184,469
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|
|
Concessionaire remittances
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|
(29,339)
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|
|
(32,230)
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|
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(59,758)
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|
(63,894)
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|
|
Net revenues
|
|
$
|
1,173,078
|
|
|
$
|
1,156,589
|
|
|
$
|
2,258,402
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|
|
$
|
2,196,788
|
|
Outlook:
The Company's near-term operational priorities are to accelerate profitability and strengthen the balance sheet. Management intends to drive profitability by offering guests a stronger value proposition that stimulates incremental demand, while implementing cost management initiatives and organizational improvements. To that end, management plans to optimize pricing on a park-by-park basis, tailor marketing strategies to the unique attributes of each park, leverage consumer-facing technologies to strengthen communication with guests, adopt processes designed to unlock incremental cost efficiencies, move park cost structures toward those of the Company's top-performing parks and build the capabilities, systems and operating models needed to execute these strategies on a scalable and sustained basis. To strengthen the balance sheet, management intends to use the incremental cash flow expected from these profitability initiatives and to continue optimizing the Company's portfolio. This includes the recent 2026 Sale Transaction and the pending sale, under a previously announced purchase agreement, of the property on which the former amusement and water park in Bowie, Maryland was located. The Bowie sale remains subject to the buyer's diligence and other closing conditions, and the Company expects to use the net proceeds to pay down debt. Portfolio optimization is expected to allow management to narrow its focus, reduce ongoing capital expenditure requirements, and limit exposure to liabilities. Together, these actions are intended to create a more focused, resilient and financially flexible organization positioned for long-term success.
Critical Accounting Estimates:
Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon the unaudited consolidated financial statements of the 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 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 consolidated financial statements:
•Business Combinations
•Impairment of Long-Lived Assets
•Goodwill and Other Intangible Assets
•Self-Insurance Reserves
•Revenue Recognition
•Income Taxes
During the third quarter of 2026, there were no changes to the above critical accounting policies from those previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
As discussed in Note 5 to the accompanying unaudited consolidated financial statements, the Company revised its long-term forecast during certain periods presented in the financial statements to reflect changes in expected future operating cash flows. These revisions, together with a decline in the Company's share price relative to industry peers, were impairment indicators which required the Company to test goodwill for impairment at certain reporting units in connection with the preparation of the financial statements for the third quarter of 2026 and the third quarter of 2025. The goodwill impairment testing for both quarters resulted in the recognition of material non-cash impairment charges. Valuation assumptions about future performance could adversely change and result in further goodwill and/or trade name impairment that would have a material effect on the Company's financial position and results of operations in future periods. Future valuation assumptions are dependent on numerous factors, including the Company's operating plans for future years, changes to the Company's long-term strategy and other market conditions.
Results of Operations:
Nine months ended September 27, 2026 vs. Nine months ended September 28, 2025
The results for the nine-month period ended September 27, 2026 are not directly comparable to the results for the nine-month period ended September 28, 2025 due to the closure of the combination amusement and waterpark in Bowie, Maryland following the end of the 2025 operating season, and the 2026 Sale Transaction, which closed during the second quarter of 2026 (see Note 4 to the accompanying consolidated financial statements). As a result, two analyses have been presented below: (1) on a Reported Basis consistent with the results presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction, also referred to as the "non-operational parks". All other properties are referred to as the "operational parks". Same-Park Basis amounts and comparisons are presented as supplemental information. Management believes Same-Park Basis information is meaningful to help evaluate operating performance related only to the operational parks and uses it for this purpose.
REPORTED BASIS
The following table presents key financial information for the Company for the nine months ended September 27, 2026 and September 28, 2025 on a Reported Basis. The results for the nine-month period ended September 27, 2026 included 4,106 operating days compared with 4,959 operating days for the nine-month period ended September 28, 2025, a decrease of 853 operating days. Of the 853 operating day decrease, 839 operating days were attributable to the non-operational parks.
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Nine months ended
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Increase (Decrease)
|
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|
|
September 27, 2026
|
|
September 28, 2025
|
|
$
|
|
%
|
|
|
|
(Amounts in thousands, except per capita and operating days)
|
|
Net revenues
|
|
$
|
2,263,624
|
|
|
$
|
2,450,200
|
|
|
$
|
(186,576)
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|
|
(7.6)
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%
|
|
Operating costs and expenses
|
|
1,683,036
|
|
|
1,894,999
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|
|
(211,963)
|
|
|
(11.2)
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%
|
|
Depreciation and amortization
|
|
317,610
|
|
|
365,011
|
|
|
(47,401)
|
|
|
(13.0)
|
%
|
|
Loss on retirement of fixed assets, net
|
|
19,105
|
|
|
21,413
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|
|
(2,308)
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|
|
(10.8)
|
%
|
|
Loss on impairment of fixed assets
|
|
9,029
|
|
|
-
|
|
|
9,029
|
|
|
100.0
|
%
|
|
Loss on impairment of goodwill and other intangibles
|
|
717,307
|
|
|
1,518,099
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|
|
(800,792)
|
|
|
(52.7)
|
%
|
|
Loss on disposal group
|
|
41,027
|
|
|
-
|
|
|
41,027
|
|
|
100.0
|
%
|
|
Loss on other assets
|
|
-
|
|
|
791
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|
|
(791)
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|
|
(100.0)
|
%
|
|
Operating loss
|
|
$
|
(523,490)
|
|
|
$
|
(1,350,113)
|
|
|
$
|
826,623
|
|
|
61.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
Attendance
|
|
34,246
|
|
|
38,118
|
|
|
(3,872)
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|
|
(10.2)
|
%
|
|
Per capita spending
|
|
$
|
62.17
|
|
|
$
|
60.81
|
|
|
$
|
1.36
|
|
|
2.2
|
%
|
|
Admissions per capita spending
|
|
$
|
33.24
|
|
|
$
|
32.95
|
|
|
$
|
0.29
|
|
|
0.9
|
%
|
|
In-park product per capita spending
|
|
$
|
28.93
|
|
|
$
|
27.86
|
|
|
$
|
1.07
|
|
|
3.8
|
%
|
|
Out-of-park revenues
|
|
$
|
194,478
|
|
|
$
|
203,959
|
|
|
$
|
(9,481)
|
|
|
(4.6)
|
%
|
|
Operating days
|
|
4,106
|
|
|
4,959
|
|
|
(853)
|
|
|
(17.2)
|
%
|
|
Net loss margin (1)
|
|
(36.99)
|
%
|
|
(61.49)
|
%
|
|
|
|
24.50
|
%
|
(1) Net loss margin is calculated as net loss attributable to Six Flags Entertainment Corporation divided by net revenues.
For the nine months ended September 27, 2026, net revenues decreased $186.6 million compared with the nine months ended September 28, 2025. The decrease in net revenues reflected the impact of a 3.9 million-visit decrease in attendance and a $9.5 million decrease in out-of-park revenues offset by the impact of a $1.36, or 2.2%, increase in per capita spending. The decrease in net revenues included an $8.2 million favorable impact of foreign currency exchange rates.
Operating costs and expenses for the nine months ended September 27, 2026 decreased $212.0 million compared with the nine months ended September 28, 2025. The decrease in operating costs and expenses was the result of a $145.1 million decrease in operating expenses, a $46.0 million decrease in selling, general and administrative ("SG&A") expenses and a $20.9 million decrease in cost of goods sold. The decrease in operating costs and expenses included a $5.6 million unfavorable impact of foreign currency exchange rates.
Depreciation and amortization expense for the nine months ended September 27, 2026 decreased $47.4 million compared with the nine months ended September 28, 2025 as a result of prior period depreciation at the non-operational parks. The Company tested its long-lived assets for recoverability in connection with the preparation of the financial statements for the third quarter of 2026 and determined that the carrying amounts of certain assets were not recoverable. As a result, the Company recognized a $9.0 million impairment loss, representing the amount by which the carrying amounts of those assets exceeded their fair value.
In connection with the preparation of the financial statements for the third quarter of 2026 and the third quarter of 2025, management concluded the estimated fair value of certain Former Six Flags reporting units (and the Schlitterbahn reporting unit in 2025) and the Six Flags trade name (and the Schlitterbahn trade name in 2025) no longer exceeded their carrying values resulting in a cumulative $678.7 million impairment and $1.52 billion impairment recorded during the third quarter of 2026 and the third quarter of 2025, respectively (see Note 5 to the accompanying consolidated financial statements).
In connection with the 2026 Sale Transaction, the Company recognized a $41.0 million loss equal to the amount by which the purchase price, adjusted for working capital and other closing related adjustments, was less than the net book value of the assets and liabilities in the disposal group. In addition, as a result of the 2026 Sale Transaction, the projected revenues related to the Six Flags trade name and Schlitterbahn trade name were reduced by the revenues contributed by the disposal group. As a result, the Company tested the Six Flags trade name and Schlitterbahn trade name for impairment during the first quarter of 2026 resulting in impairment losses totaling $38.6 million.
After the items above, operating loss for the nine months ended September 27, 2026 totaled $523.5 million compared with $1.35 billion for the nine months ended September 28, 2025.
Net interest expense for the nine months ended September 27, 2026 increased $16.1 million largely as a result of the refinancing of the 2027 senior notes and 2027 Six Notes with the 2032 senior notes and non-controlling interest accretion somewhat offset by less revolving credit facility borrowings. The loss on early debt extinguishment of $4.1 million in the current period was attributable to the redemption of the 2027 senior notes and 2027 Six Notes (see Note 6 to the accompanying consolidated financial statements). Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated debt to the foreign entities' functional currencies.
During the nine months ended September 27, 2026, a benefit for income taxes of $41.6 million was recorded compared with $148.5 million for the nine months ended September 28, 2025. The decrease in the tax benefit primarily reflected non-recurring items in both periods. The 2026 tax rate was affected by a change in the estimated annual effective tax rate, goodwill impairment, and tax benefits related to the 2026 Sale Transaction and the associated impairment of the Six Flags and Schlitterbahn trade names. The 2025 tax benefit included non-cash provision-to-return adjustments related to the Merger-related windup of the Former Cedar Fair partnership.
After the items above and income attributable to non-controlling interests (see Note 7 to the accompanying consolidated financial statements), net loss attributable to Six Flags Entertainment Corporation for the nine months ended September 27, 2026 totaled $837.3 million, or $8.23 per diluted share of common stock, compared with $1.51 billion, or $14.99 per diluted share of common stock, for the nine months ended September 28, 2025. Net loss margin increased 24.50%.
SAME-PARK BASIS
The following table presents key financial information for the Company for the nine months ended September 27, 2026 and September 28, 2025 on a Same-Park Basis. On a Same-Park Basis, operating days decreased 14 days primarily due to the removal of low volume operating days offset by additional days in August and September, partially due to the timing of Labor Day.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
|
Increase (Decrease)
|
|
|
|
September 27, 2026
|
|
September 28, 2025
|
|
$
|
|
%
|
|
|
|
(Amounts in thousands, except per capita and operating days)
|
|
Net revenues
|
|
$
|
2,258,402
|
|
|
$
|
2,196,788
|
|
|
$
|
61,614
|
|
|
2.8
|
%
|
|
Operating costs and expenses
|
|
1,647,580
|
|
|
1,683,394
|
|
|
(35,814)
|
|
|
(2.1)
|
%
|
|
Depreciation and amortization
|
|
311,553
|
|
|
317,736
|
|
|
(6,183)
|
|
|
(1.9)
|
%
|
|
Loss on retirement of fixed assets, net
|
|
18,843
|
|
|
19,865
|
|
|
(1,022)
|
|
|
(5.1)
|
%
|
|
Loss on impairment of fixed assets
|
|
9,029
|
|
|
-
|
|
|
9,029
|
|
|
100.0
|
%
|
|
Loss on impairment of goodwill and other intangibles
|
|
717,307
|
|
|
1,510,212
|
|
|
(792,905)
|
|
|
(52.5)
|
%
|
|
Loss on disposal group
|
|
41,027
|
|
|
-
|
|
|
41,027
|
|
|
100.0
|
%
|
|
Loss on other assets
|
|
-
|
|
|
791
|
|
|
(791)
|
|
|
(100.0)
|
%
|
|
Operating loss
|
|
$
|
(486,937)
|
|
|
$
|
(1,335,210)
|
|
|
$
|
848,273
|
|
|
63.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
Attendance
|
|
34,246
|
|
|
33,737
|
|
|
509
|
|
|
1.5
|
%
|
|
Per capita spending
|
|
$
|
62.13
|
|
|
$
|
61.54
|
|
|
$
|
0.59
|
|
|
1.0
|
%
|
|
Admissions per capita spending
|
|
$
|
33.21
|
|
|
$
|
33.14
|
|
|
$
|
0.07
|
|
|
0.2
|
%
|
|
In-park product per capita spending
|
|
$
|
28.92
|
|
|
$
|
28.40
|
|
|
$
|
0.52
|
|
|
1.8
|
%
|
|
Out-of-park revenues
|
|
$
|
190,490
|
|
|
$
|
184,469
|
|
|
$
|
6,021
|
|
|
3.3
|
%
|
|
Operating days
|
|
4,106
|
|
|
4,120
|
|
|
(14)
|
|
|
(0.3)
|
%
|
|
Net loss margin (1)
|
|
(35.46)
|
%
|
|
(67.90)
|
%
|
|
|
|
32.44
|
%
|
(1) Net loss margin is calculated as net loss attributable to Six Flags Entertainment Corporation divided by net revenues.
For the nine months ended September 27, 2026, net revenues on a Same-Park Basis increased $61.6 million compared with the nine months ended September 28, 2025. The Same-Park Basis increase in net revenues reflected the impact of a 0.5 million-visit increase in attendance, the impact of a $0.59, or 1.0%, increase in per capita spending and a $6.0 million increase in out-of-park revenues. The 0.5 million-visit increase in attendance was driven by an increase in season pass and membership visitation as a result of a larger active pass base and higher cross park visitation. The $0.59 increase in per capita spending was due to a $0.52 increase in in-park product per capita spending and a $0.07 increase in admissions per capita spending. Out-of-park revenues increased $6.0 million primarily due to higher revenues from international agreements, some of which were impacted by the timing of the opening of the related parks, and one-time out-of-park events at California's Great America.
Operating costs and expenses on a Same-Park Basis for the nine months ended September 27, 2026 decreased $35.8 million compared with the nine months ended September 28, 2025. The Same-Park Basis decrease in operating costs and expenses was the result of a $41.1 million decrease in SG&A expenses offset by a $4.7 million increase in operating expenses and a $0.6 million increase in cost of goods sold. The decrease in SG&A expenses was driven by a $26.5 million decrease in full-time wages and related benefits, primarily attributable to efficiency initiatives and equity compensation, and a $13.8 million decrease in advertising costs, some of which is expected to be spent in the fourth quarter. The increase in operating expenses was primarily due to a $6.7 million increase in insurance costs as a result of claims incurred, $6.6 million of higher costs for operating supplies driven by an investment in guest experience, and $4.9 million of increased costs of utilities. These amounts were somewhat offset by $11.0 million of less severance costs. Cost of goods sold as a percentage of food, merchandise and games revenue decreased 100 bps on a Same-Park Basis.
Depreciation and amortization expense on a Same-Park Basis for the nine months ended September 27, 2026 decreased $6.2 million compared with the nine months ended September 28, 2025 largely due to the change in estimated useful life of a specific attraction in the prior period and the full depreciation of certain 20-year useful lived property and equipment from the 2006 acquisition of Paramount Parks, Inc. The difference between the loss on impairment of goodwill and other intangibles as disclosed on a Reported Basis and as disclosed on a Same-Park Basis was due to goodwill that was specifically allocated and impaired at Schlitterbahn Waterpark Galveston, and which was sold as part of the 2026 Sale Transaction. There was not a meaningful difference in the fluctuations for loss on impairment of fixed assets or loss on disposal group on a Same-Park Basis as compared with the Reported Basis.
After the items above, operating loss on a Same-Park Basis for the nine months ended September 27, 2026 totaled $486.9 million compared with $1.34 billion for the nine months ended September 28, 2025.
There were no meaningful differences in the fluctuations for net interest expense, loss on early debt extinguishment, other expense (income), and the benefit for income taxes on a Same-Park Basis as compared with the Reported Basis.
After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation on a Same-Park Basis for the nine months ended September 27, 2026 totaled $800.8 million, or $7.87 per diluted share of common stock, compared with $1.49 billion, or $14.84 per diluted share of common stock, for the nine months ended September 28, 2025. Net loss margin increased 32.44%.
Three months ended September 27, 2026 vs. Three months ended September 28, 2025
The results for the three-month period ended September 27, 2026 are not directly comparable to the results for the three-month period ended September 28, 2025 due to the non-operational parks as defined and described above. As a result, two analyses have been presented below: (1) on a Reported Basis consistent with the results presented in the unaudited consolidated financial statements, and (2) on a Same-Park Basis or excluding the closed park and the parks sold in the 2026 Sale Transaction.
REPORTED BASIS
The following table presents key financial information for the Company for the three months ended September 27, 2026 and September 28, 2025 on a Reported Basis. The results for the three-month period ended September 27, 2026 included 2,122 operating days compared with 2,573 operating days for the three-month period ended September 28, 2025, a decrease of 451 operating days. The 451 operating day decrease included 505 operating days attributable to the non-operational parks.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Increase (Decrease)
|
|
|
|
September 27, 2026
|
|
September 28, 2025
|
|
$
|
|
%
|
|
|
|
(Amounts in thousands, except per capita and operating days)
|
|
Net revenues
|
|
$
|
1,173,078
|
|
|
$
|
1,317,753
|
|
|
$
|
(144,675)
|
|
|
(11.0)
|
%
|
|
Operating costs and expenses
|
|
676,776
|
|
|
772,369
|
|
|
(95,593)
|
|
|
(12.4)
|
%
|
|
Depreciation and amortization
|
|
102,486
|
|
|
128,053
|
|
|
(25,567)
|
|
|
(20.0)
|
%
|
|
Loss on retirement of fixed assets, net
|
|
2,782
|
|
|
2,797
|
|
|
(15)
|
|
|
(0.5)
|
%
|
|
Loss on impairment of fixed assets
|
|
9,029
|
|
|
-
|
|
|
9,029
|
|
|
100.0
|
%
|
|
Loss on impairment of goodwill and other intangibles
|
|
678,667
|
|
|
1,518,099
|
|
|
(839,432)
|
|
|
(55.3)
|
%
|
|
Loss on disposal group
|
|
3,189
|
|
|
-
|
|
|
3,189
|
|
|
100.0
|
%
|
|
Operating loss
|
|
$
|
(299,851)
|
|
|
$
|
(1,103,565)
|
|
|
$
|
803,714
|
|
|
72.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
Attendance
|
|
18,195
|
|
|
21,109
|
|
|
(2,914)
|
|
|
(13.8)
|
%
|
|
Per capita spending
|
|
$
|
60.51
|
|
|
$
|
59.08
|
|
|
$
|
1.43
|
|
|
2.4
|
%
|
|
Admissions per capita spending
|
|
$
|
32.07
|
|
|
$
|
31.48
|
|
|
$
|
0.59
|
|
|
1.9
|
%
|
|
In-park product per capita spending
|
|
$
|
28.44
|
|
|
$
|
27.60
|
|
|
$
|
0.84
|
|
|
3.0
|
%
|
|
Out-of-park revenues
|
|
$
|
101,360
|
|
|
$
|
108,135
|
|
|
$
|
(6,775)
|
|
|
(6.3)
|
%
|
|
Operating days
|
|
2,122
|
|
|
2,573
|
|
|
(451)
|
|
|
(17.5)
|
%
|
|
Net loss margin (1)
|
|
(31.21)
|
%
|
|
(90.10)
|
%
|
|
|
|
58.89
|
%
|
(1) Net loss margin is calculated as net loss attributable to Six Flags Entertainment Corporation divided by net revenues.
For the three months ended September 27, 2026, net revenues decreased $144.7 million compared with the three months ended September 28, 2025. The $144.7 million decrease in net revenues reflected the impact of a 2.9 million-visit decrease in attendance and a $6.8 million decrease in out-of-park revenues offset by the impact of a $1.43, or 2.4%, increase in per capita spending. The decrease in net revenues included a $1.4 million favorable impact of foreign currency exchange rates.
Operating costs and expenses for the three months ended September 27, 2026 decreased $95.6 million compared with the three months ended September 28, 2025. The decrease in operating costs and expenses was the result of a $51.1 million decrease in operating expenses, a $29.4 million decrease in SG&A expenses and a $15.0 million decrease in cost of goods sold. The decrease in operating costs and expenses included a $1.1 million unfavorable impact of foreign currency exchange rates.
Depreciation and amortization expense for the three months ended September 27, 2026 decreased $25.6 million compared with the three months ended September 28, 2025 driven by prior period depreciation expense at the non-operational parks. The Company tested its long-lived assets for recoverability in connection with the preparation of the financial statements for the third quarter of 2026 and determined that the carrying amounts of certain assets were not recoverable. As a result, the Company recognized a $9.0 million impairment loss, representing the amount by which the carrying amounts of those assets exceeded their fair value.
In connection with the preparation of the financial statements for the third quarter of 2026 and the third quarter of 2025, management concluded the estimated fair value of certain Former Six Flags reporting units (and the Schlitterbahn reporting unit in 2025) and the Six Flags trade name (and the Schlitterbahn trade name in 2025) no longer exceeded their carrying values resulting in a cumulative $678.7 million impairment and $1.52 billion impairment recorded during the third quarter of 2026 and the third quarter of 2025, respectively.
In connection with the 2026 Sale Transaction, the Company recognized $3.2 million of additional loss equal to changes in estimated working capital and other closing related adjustments.
After the items above, operating loss for the three months ended September 27, 2026 totaled $299.9 million compared with $1.10 billion for the three months ended September 28, 2025.
Net interest expense for the three months ended September 27, 2026 decreased $1.4 million. Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated debt to the foreign entities' functional currencies.
During the three months ended September 27, 2026, a benefit for income taxes of $50.6 million was recorded compared with $38.0 million for the three months ended September 28, 2025. The increase in the benefit for income taxes was primarily attributable to a change in estimated annual effective tax rate, the effects of the non-controlling interest distribution, the impairment of goodwill during the period, 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, net loss attributable to Six Flags Entertainment Corporation for the three months ended September 27, 2026 totaled $366.1 million, or $3.59 per diluted share of common stock, compared with $1.19 billion, or $11.77 per diluted share of common stock, for the three months ended September 28, 2025. Net loss margin increased 58.89%.
SAME-PARK BASIS
The following table presents key financial information for the Company for the three months ended September 27, 2026 and September 28, 2025 on a Same-Park Basis. On a Same-Park Basis, operating days increased 54 days primarily driven by additional operations in August and September, partially due to the timing of Labor Day.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Increase (Decrease)
|
|
|
|
September 27, 2026
|
|
September 28, 2025
|
|
$
|
|
%
|
|
|
|
(Amounts in thousands, except per capita and operating days)
|
|
Net revenues
|
|
$
|
1,173,078
|
|
|
$
|
1,156,589
|
|
|
$
|
16,489
|
|
|
1.4
|
%
|
|
Operating costs and expenses
|
|
676,776
|
|
|
676,283
|
|
|
493
|
|
|
0.1
|
%
|
|
Depreciation and amortization
|
|
102,486
|
|
|
107,504
|
|
|
(5,018)
|
|
|
(4.7)
|
%
|
|
Loss on retirement of fixed assets, net
|
|
2,782
|
|
|
3,555
|
|
|
(773)
|
|
|
(21.7)
|
%
|
|
Loss on impairment of fixed assets
|
|
9,029
|
|
|
-
|
|
|
9,029
|
|
|
100.0
|
%
|
|
Loss on impairment of goodwill and other intangibles
|
|
678,667
|
|
|
1,510,212
|
|
|
(831,545)
|
|
|
(55.1)
|
%
|
|
Loss on disposal group
|
|
3,189
|
|
|
-
|
|
|
3,189
|
|
|
100.0
|
%
|
|
Operating loss
|
|
$
|
(299,851)
|
|
|
$
|
(1,140,965)
|
|
|
$
|
841,114
|
|
|
73.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
Attendance
|
|
18,195
|
|
|
18,240
|
|
|
(45)
|
|
|
(0.2)
|
%
|
|
Per capita spending
|
|
$
|
60.51
|
|
|
$
|
59.75
|
|
|
$
|
0.76
|
|
|
1.3
|
%
|
|
Admissions per capita spending
|
|
$
|
32.07
|
|
|
$
|
31.53
|
|
|
$
|
0.54
|
|
|
1.7
|
%
|
|
In-park product per capita spending
|
|
$
|
28.44
|
|
|
$
|
28.23
|
|
|
$
|
0.21
|
|
|
0.7
|
%
|
|
Out-of-park revenues
|
|
$
|
101,360
|
|
|
$
|
98,919
|
|
|
$
|
2,441
|
|
|
2.5
|
%
|
|
Operating days
|
|
2,122
|
|
|
2,068
|
|
|
54
|
|
|
2.6
|
%
|
|
Net loss margin (1)
|
|
(31.21)
|
%
|
|
(105.89)
|
%
|
|
|
|
74.68
|
%
|
(1) Net loss margin is calculated as net loss attributable to Six Flags Entertainment Corporation divided by net revenues.
For the three months ended September 27, 2026, net revenues on a Same-Park Basis increased $16.5 million compared with the three months ended September 28, 2025. The Same-Park Basis increase in net revenues reflected the impact of $0.76, or 1.3%, increase in per capita spending and a $2.4 million increase in out-of-park revenues somewhat offset by the impact of a 45,000-visit decrease in attendance. The decrease in attendance reflected less single day visitation, including complementary tickets, partially offset by higher season pass and membership visitation as a result of a larger active pass base and higher cross park visitation. The per capita spending increase was due to a $0.54 increase in admissions per capita spending and a $0.21 increase in in-park product per capita spending. The $2.4 million increase in out-of-park revenues was primarily driven by higher resort revenue in the current period.
Operating costs and expenses on a Same-Park Basis for the three months ended September 27, 2026 increased $0.5 million compared with the three months ended September 28, 2025. The Same-Park Basis increase in operating costs and expenses was the result of a $29.4 million increase in operating expenses offset by a $27.3 million decrease in SG&A expenses and a $1.6 million decrease in cost of goods sold. Operating expenses increased primarily as a result of $11.6 million of higher full-time wages and related benefits, $10.1 million of higher costs for operating supplies driven by added days and an investment in guest experience, and a $7.3 million increase in insurance costs as a result of claims incurred. SG&A expenses decreased primarily due to a $21.7 million decrease in full-time wages and related benefits, including a decrease in equity compensation and severance, and $4.7 million of lower technology related costs. Cost of goods sold as a percentage of food, merchandise and games revenue decreased 80 bps on a Same-Park Basis.
Depreciation and amortization expense on a Same-Park Basis for the three months ended September 27, 2026 decreased $5.0 million compared with the three months ended September 28, 2025. The decrease in depreciation and amortization expense was primarily due to the change in estimated useful life of a specific attraction in the prior quarter. The difference between the loss on impairment of goodwill and other intangibles as disclosed on a Reported Basis and as disclosed on a Same-Park Basis was due to goodwill that was specifically allocated and impaired at Schlitterbahn Waterpark Galveston, and which was sold as part of the 2026 Sale Transaction. There was not a meaningful difference in the fluctuations for loss on impairment of fixed assets or loss on disposal group on a Same-Park Basis as compared with the Reported Basis.
After the items above, operating loss on a Same-Park Basis for the three months ended September 27, 2026 totaled $299.9 million compared with $1.14 billion for the three months ended September 28, 2025.
There were no meaningful differences in the fluctuations for net interest expense, other expense (income), and the benefit for income taxes on a Same-Park Basis as compared with the Reported Basis.
After the items above and income attributable to non-controlling interests, net loss attributable to Six Flags Entertainment Corporation on a Same-Park Basis for the three months ended September 27, 2026 totaled $366.1 million, or $3.59 per diluted share of common stock, compared with $1.22 billion, or $12.14 per diluted share of common stock, for the three months ended September 28, 2025. Net loss margin increased 74.68%.
Modified EBITDA and Adjusted EBITDA
Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Company's credit agreement. Adjusted EBITDA represents Modified EBITDA less net loss attributable to non-controlling interests. Both measures have been included to disclose the effect of 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 Company's operating results and may not be comparable to similarly titled measures of other companies.
REPORTED BASIS
The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three and nine-month periods ended September 27, 2026 and September 28, 2025 on a Reported Basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
|
(In thousands)
|
September 27, 2026
|
|
September 28, 2025
|
|
September 27, 2026
|
|
September 28, 2025
|
|
Net loss
|
$
|
(341,036)
|
|
|
$
|
(1,162,532)
|
|
|
$
|
(787,172)
|
|
|
$
|
(1,457,082)
|
|
|
Interest expense, net
|
89,634
|
|
|
91,056
|
|
|
286,614
|
|
|
270,500
|
|
|
Benefit for taxes
|
(50,633)
|
|
|
(38,043)
|
|
|
(41,586)
|
|
|
(148,520)
|
|
|
Depreciation and amortization
|
102,486
|
|
|
128,053
|
|
|
317,610
|
|
|
365,011
|
|
|
EBITDA
|
(199,549)
|
|
|
(981,466)
|
|
|
(224,534)
|
|
|
(970,091)
|
|
|
Loss on early debt extinguishment
|
-
|
|
|
-
|
|
|
4,053
|
|
|
-
|
|
|
Non-cash foreign currency loss (gain)
|
1,019
|
|
|
6,625
|
|
|
12,813
|
|
|
(15,575)
|
|
|
Non-cash equity compensation expense
|
8,606
|
|
|
14,948
|
|
|
31,963
|
|
|
40,959
|
|
|
Loss on retirement of fixed assets, net
|
2,782
|
|
|
2,797
|
|
|
19,105
|
|
|
21,413
|
|
|
Loss on impairment of fixed assets
|
9,029
|
|
|
-
|
|
|
9,029
|
|
|
-
|
|
|
Loss on impairment of goodwill and other intangibles
|
678,667
|
|
|
1,518,099
|
|
|
717,307
|
|
|
1,518,099
|
|
|
Loss on disposal group
|
3,189
|
|
|
-
|
|
|
41,027
|
|
|
-
|
|
|
Loss on other assets
|
-
|
|
|
-
|
|
|
-
|
|
|
791
|
|
|
Costs related to the Mergers (1)
|
2,070
|
|
|
10,486
|
|
|
10,700
|
|
|
37,156
|
|
|
Severance (2)
|
6,169
|
|
|
8,592
|
|
|
23,133
|
|
|
35,792
|
|
|
Other (3)
|
6,272
|
|
|
(577)
|
|
|
18,776
|
|
|
7,604
|
|
|
Modified EBITDA
|
518,254
|
|
|
579,504
|
|
|
663,372
|
|
|
676,148
|
|
|
Net income attributable to non-controlling interests
|
25,085
|
|
|
24,816
|
|
|
50,169
|
|
|
49,632
|
|
|
Adjusted EBITDA
|
$
|
493,169
|
|
|
$
|
554,688
|
|
|
$
|
613,203
|
|
|
$
|
626,516
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA margin (4)
|
42.04
|
%
|
|
42.09
|
%
|
|
27.09
|
%
|
|
25.57
|
%
|
(1) Consists of integration costs related to the Mergers, including third-party consulting costs, costs to integrate information technology systems, integration team salaries and benefits, retention bonuses, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA as defined in the Company's credit agreement.
(2) Consists of severance and related employer taxes and benefits. Certain employees, including certain executive level employees, were terminated as part of executive leadership transitions, as well as post-merger productivity and efficiency efforts.
(3) Consists of certain costs as defined in the Company's credit agreement. These costs are added back to net loss to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses; certain costs at the non-operational parks; certain recruiting and relocation costs; cost of goods sold recorded to align inventory standards following the Mergers; administrative payments related to the Partnership Parks; Mexican VAT taxes on intercompany activity; and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments.
(4) Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) is not a measurement computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies. Adjusted EBITDA margin is provided because management believes the measure provides a meaningful metric of operating profitability.
For the nine months ended September 27, 2026, Adjusted EBITDA decreased $13.3 million and Adjusted EBITDA margin increased 1.52% compared with the nine months ended September 28, 2025. For the three months ended September 27, 2026, Adjusted EBITDA decreased $61.5 million and Adjusted EBITDA margin decreased 0.05% compared with the three months ended September 28, 2025.
SAME-PARK BASIS
The table below sets forth a reconciliation of Modified EBITDA and Adjusted EBITDA to net loss for the three and nine-month periods ended September 27, 2026 and September 28, 2025 on a Same-Park Basis, or excluding the closed park and the parks sold in the 2026 Sale Transaction. Same-Park Basis amounts and comparisons are presented as supplemental information. Management believes Same-Park Basis information is meaningful to help evaluate operating performance related only to the operational parks and uses it for this purpose.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Nine months ended
|
|
(In thousands)
|
September 27, 2026
|
|
September 28, 2025
|
|
September 27, 2026
|
|
September 28, 2025
|
|
Net loss
|
$
|
(341,036)
|
|
|
$
|
(1,199,904)
|
|
|
$
|
(750,608)
|
|
|
$
|
(1,442,077)
|
|
|
Interest expense, net
|
89,634
|
|
|
91,048
|
|
|
286,606
|
|
|
270,435
|
|
|
Benefit for taxes
|
(50,633)
|
|
|
(38,048)
|
|
|
(41,586)
|
|
|
(148,525)
|
|
|
Depreciation and amortization
|
102,486
|
|
|
107,504
|
|
|
311,553
|
|
|
317,736
|
|
|
EBITDA
|
(199,549)
|
|
|
(1,039,400)
|
|
|
(194,035)
|
|
|
(1,002,431)
|
|
|
Loss on early debt extinguishment
|
-
|
|
|
-
|
|
|
4,053
|
|
|
-
|
|
|
Non-cash foreign currency loss (gain)
|
1,019
|
|
|
6,608
|
|
|
12,812
|
|
|
(15,606)
|
|
|
Non-cash equity compensation expense
|
8,606
|
|
|
14,948
|
|
|
31,963
|
|
|
40,959
|
|
|
Loss on retirement of fixed assets, net
|
2,782
|
|
|
3,555
|
|
|
18,843
|
|
|
19,865
|
|
|
Loss on impairment of fixed assets
|
9,029
|
|
|
-
|
|
|
9,029
|
|
|
-
|
|
|
Loss on impairment of goodwill and other intangibles
|
678,667
|
|
|
1,510,212
|
|
|
717,307
|
|
|
1,510,212
|
|
|
Loss on disposal group
|
3,189
|
|
|
-
|
|
|
41,027
|
|
|
-
|
|
|
Loss on other assets
|
-
|
|
|
-
|
|
|
-
|
|
|
791
|
|
|
Costs related to the Mergers (1)
|
2,070
|
|
|
9,679
|
|
|
10,700
|
|
|
35,179
|
|
|
Severance (2)
|
6,169
|
|
|
8,542
|
|
|
23,095
|
|
|
32,202
|
|
|
Other (3)
|
6,272
|
|
|
(1,601)
|
|
|
14,919
|
|
|
6,194
|
|
|
Modified EBITDA
|
518,254
|
|
|
512,543
|
|
|
689,713
|
|
|
627,365
|
|
|
Net income attributable to non-controlling interests
|
25,085
|
|
|
24,816
|
|
|
50,169
|
|
|
49,632
|
|
|
Adjusted EBITDA
|
$
|
493,169
|
|
|
$
|
487,727
|
|
|
$
|
639,544
|
|
|
$
|
577,733
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA margin (4)
|
42.04
|
%
|
|
42.17
|
%
|
|
28.32
|
%
|
|
26.30
|
%
|
See footnote definitions above under "Reported Basis".
For the nine months ended September 27, 2026, Adjusted EBITDA on a Same-Park Basis increased $61.8 million and Adjusted EBITDA margin on a Same-Park Basis increased 2.02% compared with the nine months ended September 28, 2025. The increases were driven by an increase in net revenues attributable to higher attendance, per capita spending and out-of-park revenues, as well as a reduction in expense primarily due to planned lower expenses for full-time wages and advertising. For the three months ended September 27, 2026, Adjusted EBITDA on a Same-Park Basis increased $5.4 million and Adjusted EBITDA Margin on a Same-Park Basis decreased 0.13% compared with the three months ended September 28, 2025. The Adjusted EBITDA increase and Adjusted EBITDA Margin decrease were driven by an increase in net revenues attributable to higher per capita spending somewhat offset by an increase in expenses, including insurance and supplies.
Liquidity and Capital Resources:
The 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 Company's revolving credit facility and cash on hand, the Company has sufficient liquidity to satisfy existing cash obligations at least through one year of the filing date of this Form 10-Q. The Company's capital allocation priorities include reducing outstanding debt and reinvesting in the business. As such, the Company has not declared a dividend and has no immediate plans to do so.
Capital expenditures for the Company are expected to total between $350 million and $375 million in 2026. Cash interest payments for the Company are expected to range from $305 million to $315 million in 2026. Cash payments for income taxes for the Company, excluding $43.5 million of income tax refunds received related to the 2024 federal tax return, are expected to range from $25 million to $35 million in 2026.
As of September 27, 2026, total deferred revenue totaled $331.3 million, including non-current deferred revenue. This represented a decrease of $34.0 million compared with total deferred revenue as of September 28, 2025. The decrease in deferred revenue was partially due to the non-operational parks. Deferred revenue at the operational parks decreased $14.4 million, or 4.2%. The decrease in deferred revenue at the operational parks was largely attributable to an increased mix of memberships beyond the initial 12-month commitment resulting in greater recurring monthly revenue and due to the later launch of 2027 season pass sales, as well as lower sponsorship deferred revenue due to a one-time benefit in the prior year.
Cash Flows
The following table presents key cash flow information for the nine months ended September 27, 2026 and September 28, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended
|
|
|
|
September 27, 2026
|
|
September 28, 2025
|
|
|
|
(Amounts in thousands)
|
|
Net cash from operating activities
|
|
$
|
498,451
|
|
|
$
|
365,140
|
|
|
Net cash from (for) investing activities
|
|
16,552
|
|
|
(408,075)
|
|
|
Net cash (for) from financing activities
|
|
(337,091)
|
|
|
32,631
|
|
|
Effect of exchange rate on cash and cash equivalents
|
|
(1,188)
|
|
|
(2,187)
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
176,724
|
|
|
$
|
(12,491)
|
|
Net cash from operating activities for the first nine months of 2026 totaled $498.5 million, an increase of $133.3 million compared with the same period in the prior year. The increase was primarily due to a $69.4 million decrease in cash taxes which includes the 2024 federal tax refund, favorable working capital partially driven by fewer installment sales and less merger integration related costs.
Net cash from investing activities for the first nine months of 2026 totaled $16.6 million, an increase of $424.6 million compared with net cash for investing activities for the same period in the prior year. The increase was due to proceeds from the 2026 Sale Transaction and a planned reduction in capital expenditures in the current period, particularly for marketable rides and attractions.
Net cash for financing activities for the first nine months of 2026 totaled $337.1 million, an increase of $369.7 million compared with net cash from financing activities for the same period in the prior year. The increase was primarily attributable to the additional $500 million of incremental term debt facility borrowings in the prior year offset by the redemption of the 2025 Six Notes in the prior year, as well as higher revolving credit facility payments in the current year.
Contractual Obligations
As of September 27, 2026, the 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 to the accompanying consolidated financial statements), and various commitments under lease agreements. The Company has also committed to certain capital expenditures, most of which will be paid within twelve months, and license commitments through 2034. Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Company's long-term debt agreements as of September 27, 2026 consisted of the following:
•$1.47 billion 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 September 27, 2026 related to the senior secured term debt facility.
•$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.
•$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.
•$1.00 billion of 8.625% senior unsecured notes, maturing in January 2032. Interest is payable under the 2032 senior notes semi-annually in January and July.
•No 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, 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 $57.2 million as of September 27, 2026, the Company had $792.8 million of availability under the 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. The maximum Net First Lien Leverage Ratio is 5.0x beginning with the test period ending on or about December 31, 2025, 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 Company was in compliance with the financial maintenance covenant as of September 27, 2026. The 2024 Credit Agreement and the Company's senior notes contain restricted payment provisions, which limit the Company's ability to pay dividends. See Note 6 to the accompanying consolidated financial statements for further detail regarding restricted payment provisions.
Financial and Non-Financial Disclosure About Issuers and Guarantors of Registered Senior Notes
Two tranches of fixed rate senior notes outstanding as of September 27, 2026 were registered under the Securities Act of 1933: the 2028 and 2029 senior notes, or the "registered senior notes". The 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. The registered senior notes are irrevocably and unconditionally guaranteed, on a joint and several basis, by each wholly owned subsidiary of the 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 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 2029 senior notes and from its guarantee under the 2028 senior notes. In addition, the co-issuers (except for the 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 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 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 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 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 September 27, 2026 and December 31, 2025. 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 balances from non-guarantors of $57.9 million and $188.3 million as of September 27, 2026 and December 31, 2025, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 September 27, 2026
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
272,309
|
|
|
$
|
455,641
|
|
|
$
|
86,813
|
|
|
$
|
1,144,454
|
|
|
$
|
2,213,003
|
|
|
Non-Current Assets
|
|
1,995,521
|
|
|
3,360,521
|
|
|
858,085
|
|
|
1,146,879
|
|
|
6,050,390
|
|
|
Current Liabilities
|
|
26,340
|
|
|
2,642,737
|
|
|
32,851
|
|
|
291,946
|
|
|
1,032,114
|
|
|
Non-Current Liabilities
|
|
2,919,078
|
|
|
-
|
|
|
340,647
|
|
|
1,845,005
|
|
|
441,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2025
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
$
|
59,668
|
|
|
$
|
2,111
|
|
|
$
|
56,479
|
|
|
$
|
887,723
|
|
|
$
|
1,820,677
|
|
|
Non-Current Assets
|
|
3,439,598
|
|
|
2,811,157
|
|
|
781,219
|
|
|
1,402,519
|
|
|
4,015,427
|
|
|
Current Liabilities
|
|
338,597
|
|
|
2,204,997
|
|
|
22,285
|
|
|
221,884
|
|
|
245,819
|
|
|
Non-Current Liabilities
|
|
2,942,007
|
|
|
12,648
|
|
|
363,109
|
|
|
2,129,633
|
|
|
437,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 27, 2026
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
370
|
|
|
$
|
-
|
|
|
$
|
130,274
|
|
|
$
|
929,135
|
|
|
$
|
962,230
|
|
|
Operating (loss) income
|
|
(46,145)
|
|
|
(3,645)
|
|
|
47,108
|
|
|
559,871
|
|
|
(797,070)
|
|
|
Net (loss) income
|
|
(455,742)
|
|
|
551,332
|
|
|
115,850
|
|
|
375,856
|
|
|
(285,920)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2025
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
$
|
-
|
|
|
$
|
416
|
|
|
$
|
158,708
|
|
|
$
|
1,331,570
|
|
|
$
|
1,239,646
|
|
|
Operating (loss) income
|
|
(12,255)
|
|
|
(699,605)
|
|
|
53,902
|
|
|
761,762
|
|
|
(1,131,531)
|
|
|
Net (loss) income
|
|
(1,131,755)
|
|
|
3,573
|
|
|
110,407
|
|
|
510,909
|
|
|
(515,965)
|
|
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," "outlook," "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 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 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 Company's parks, future financial performance, and/or the 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 expected amount and timing of benefits related to the sale of the amusement and water park located in Bowie, Maryland; adverse weather conditions; general economic, political and market conditions, including global trade; 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; accidents or other incidents occurring at amusement and water parks; 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 Company's operations; the impact of any potential shareholder activism; failure to attract, motivate and retain qualified domestic and international employees and key personnel; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting the Company; acts of terrorism or outbreak or escalation of war, hostilities, civil unrest, and other political or security disturbances; and other risks and uncertainties discussed in the 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 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.