Six Flags Entertainment Corporation

11/07/2025 | Press release | Distributed by Public on 11/07/2025 13:56

Quarterly Report for Quarter Ending September 28, 2025 (Form 10-Q)

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 as of September 28, 2025, December 31, 2024 and September 29, 2024, for the three and nine months ended September 28, 2025, and for the three months ended September 29, 2024 reflect the Combined Company's operations. Financial results and disclosures for the nine months ended September 29, 2024 include only Cedar Fair's results before giving effect to the Mergers through June 30, 2024 and include Combined Company results from July 1, 2024 through September 29, 2024.
Business Overview:
The Combined Company is North America's largest regional amusement park operator with 26 amusement parks, 15 separately gated water parks and nine resorts. See Note 4for additional information regarding the closure of Six Flags America. Of the 41 amusement and water parks, 37 are located in the United States, two are located in Mexico and two are located in Canada. The parks generate revenues from sales of (1) admission to amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. The Combined Company's principal costs and expenses, which include salaries and wages, operating and maintenance supplies, insurance, advertising and lease payments, are relatively fixed for a typical operating season and do not vary significantly with attendance. The Combined Company's principal costs and expenses have recently been impacted by increased wage rates, driven both by market rates and statutory rates, higher insurance costs, and general inflation affecting the costs of inventory, services and supplies. The Combined Company acquires rides, attractions, inventory, and supplies from foreign countries, of which many rides and attractions require specialized manufacturing. Changes in import tariffs and trade policies have resulted and may continue to result in increased costs. Potential market disruptions could result in the inability to acquire certain goods timely or at all.
The Combined Company's operations are seasonal. 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-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.
Attendanceis 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 spendingis 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 spendingis 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 revenuesare 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 nine months ended September 29, 2024 include only Cedar Fair's results before giving effect to the Mergers through June 30, 2024 and include Combined Company results from July 1, 2024 through September 29, 2024.
Three months ended Nine months ended
(In thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024
In-park admissions revenues $ 664,480 $ 716,483 $ 1,255,968 $ 1,043,172
In-park product revenues 582,626 568,392 1,061,873 851,594
In-park revenues 1,247,106 1,284,875 2,317,841 1,894,766
Out-of-park revenues 108,135 102,265 203,959 184,623
Concessionaire remittance (37,488) (38,755) (71,600) (57,773)
Net revenues $ 1,317,753 $ 1,348,385 $ 2,450,200 $ 2,021,616
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, modifying operating calendars, improving its marketing strategy and focusing on increasing season pass visits through average visits per season pass and renewal rates. Management plans to increase in-park per capita spending by expanding the use of revenue management tools to drive dynamic pricing, refreshing food and beverage facilities to improve efficiency and quality of offerings, improving seasonal staffing to increase guest satisfaction and spending, and increasing attendance levels which leads to higher demand for premium products and a longer length of stay. 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 third quarter of 2025, there were no changes to the above critical accounting policies from those previously disclosed in the Combined Company's Annual Report on Form 10-K for the year ended December 31, 2024. As discussed in Note 5, the Former Six Flags and Schlitterbahn reporting units experienced a decline in estimated future cash flows as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, and the Combined Company experienced a more significant, sustained decline in its share price through the third quarter when compared to industry peers. In connection with the preparation of the financial statements for the third quarter, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results. As a result, a triggering event occurred and impairment charges were recognized for these reporting units and related trade names, with the exception of Six Flags New England, during the three months ended September 28, 2025. Valuation assumptions about future performance could adversely change and result in further goodwill and/or trade name impairment that would have a material effect on the Combined Company's financial position and results of operations in future periods. Future valuation assumptions are dependent on numerous factors, including
the Combined Company's operating plans for fiscal year 2026 and future years, changes to the Combined Company's long-term strategy and other market conditions.
Results of Operations:
Nine months ended September 28, 2025 vs. Nine months ended September 29, 2024
The results for the nine-month period ended September 28, 2025 are not directly comparable with the results for the nine-month period ended September 29, 2024 because the nine-month period ended September 29, 2024 only includes the results of Former Six Flags operations from July 1, 2024 through September 29, 2024. The current nine-month period included 4,959 operating days compared with 3,491 operating days for the nine-month period ended September 29, 2024, an increase of 1,468 operating days. There were 1,513 operating days for the six-month period ended June 29, 2025 at Former Six Flags parks. The remaining 45 operating day decrease was primarily driven by the planned removal of lower-volume operating days from the 2025 operating calendar.
The following table presents key financial information for the Combined Company for the nine months ended September 28, 2025 and September 29, 2024:
Nine months ended Increase (Decrease)
September 28, 2025 September 29, 2024 $ %
(Amounts in thousands, except per capita and operating days)
Net revenues $ 2,450,200 $ 2,021,616 $ 428,584 21.2 %
Operating costs and expenses 1,894,999 1,496,436 398,563 26.6 %
Depreciation and amortization 365,011 211,887 153,124 72.3 %
Loss on retirement of fixed assets, net 21,413 11,406 10,007 87.7 %
Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,475,637 N/M
Loss on other assets 791 - 791 100.0 %
Operating (loss) income $ (1,350,113) $ 259,425 $ (1,609,538) (620.4) %
Other Data:
Attendance 38,118 30,955 7,163 23.1 %
In-park per capita spending $ 60.81 $ 61.21 $ (0.40) (0.7) %
Admissions per capita spending $ 32.95 $ 33.70 $ (0.75) (2.2) %
Per capita spending on in-park products $ 27.86 $ 27.51 $ 0.35 1.3 %
Out-of-park revenues $ 203,959 $ 184,623 $ 19,336 10.5 %
Operating days 4,959 3,491 1,468 42.1 %
Net income margin (1) (59.5) % 2.8 % (62.3) %
N/M Not meaningful
(1) Net income margin is calculated as net (loss) income divided by net revenues.
For the nine months ended September 28, 2025, net revenues increased $428.6 million compared with the nine months ended September 29, 2024. Of the increase in net revenues, $499.7 million in net revenues were contributed by Former Six Flags operations during the six months ended June 29, 2025. The increase in net revenues reflected the impact of a 7.2 million-visit increase in attendance and a $19.3 million increase in out-of-park revenues slightly offset by the impact of a $0.40, or 0.7%, decrease in in-park per capita spending. The 7.2 million-visit increase in attendance included 7.8 million-visits at Former Six Flags parks during the six months ended June 29, 2025. The offsetting 0.6 million-visit decline in attendance was largely driven by a decline in attendance during the second quarter which was impacted by inclement weather at Former Cedar Fair parks, particularly in the Midwest and which also resulted in fewer season pass sales, and fewer operating days primarily due to the planned removal of lower-volume operating days from the 2025 operating calendar. The $19.3 million increase in out-of-park revenues was primarily due to $19.6 million contributed by Former Six Flags operations during the six months ended June 29, 2025. The $0.40 decrease in in-park per capita spending was primarily due to lower admissions per capita spending driven by higher visitation per season pass holder and a higher mix of season pass visitation as a percentage of total visitation somewhat offset by higher per capita spending on in-park products driven by increased extra-charge and food and beverage spending. The $0.40 decrease in in-park per capita spending was net of a $0.68 increase in in-park per capita spending due to the inclusion of the Former Six Flags parks during the six months ended June 29, 2025. The increase in net revenues was partially offset by a $0.6 million unfavorable impact of foreign currency exchange rates.
Operating costs and expenses for the nine months ended September 28, 2025 increased $398.6 million compared with the nine months ended September 29, 2024. The increase in operating costs and expenses was the result of a $349.8 million increase in operating expenses, a $38.9 million increase in cost of goods sold and a $9.9 million increase in selling, general and
administrative ("SG&A") expenses. The $349.8 million increase in operating expenses was due to a $384.6 million increase related to Former Six Flags operations during the six months ended June 29, 2025 and increased utility costs of $5.0 million offset by $15.9 million in lower full-time wages, the impact of a $14.9 million increase to Former Cedar Fair's self-insurance reserves in the prior year (see Note 1), and $10.5 million of planned fewer seasonal labor hours. The decrease in full-time wages was driven by a decrease in full-time head count related to recent reorganization efforts and a reduction in expected bonus payments due to changes in expected Combined Company performance partially offset by severance expense in the period. Cost of goods sold as a percentage of food, merchandise and games revenue increased 20 bps. The 20 bps increase was attributable to a non-recurring charge to cost of goods sold recorded to align inventory standards following the Mergers. The $9.9 million increase in SG&A expenses included $68.0 million of additional expenses related to Former Six Flags operations during the six months ended June 29, 2025 offset by a $68.7 million decrease in costs related to the Mergers. Excluding these factors, SG&A expense increased as a result of $19.5 million of higher IT costs, including integration related costs, and $4.1 million of higher employee benefits offset by a $15.5 million planned decrease in advertising costs. The increase in operating costs and expenses was partially offset by a $0.9 million favorable impact of foreign currency exchange rates.
Depreciation and amortization expense for the nine months ended September 28, 2025 increased $153.1 million compared with the nine months ended September 29, 2024, which was due to $155.5 million of depreciation expense attributable to Former Six Flags during the six months ended June 29, 2025, the impact of a higher fair value for Former Six Flags property and equipment during the third quarter of 2024, and the impact of a change in interim depreciation method for Former Cedar Fair (see Note 1). The loss on retirement of fixed assets for both periods and the loss on other assets in the current period were due to retirement of assets in the normal course of business. The loss on retirement of fixed assets in the current period included $12.3 million of losses related to Former Six Flags operations during the six months ended June 29, 2025.
In connection with the preparation of the financial statements for the third quarter of 2025, management tested the Former Six Flags and Schlitterbahn reporting units, as well as the Six Flags trade name and Schlitterbahn trade name, for impairment due to a decline in estimated future cash flows as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter and due to a more significant, sustained decline in the Combined Company's share price through the third quarter when compared to industry peers. In connection with the preparation of the financial statements for the third quarter, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results. Management concluded the estimated fair value of these reporting units and trade names, with the exception of Six Flags New England, no longer exceeded their carrying values resulting in a cumulative $1.52 billion impairment recorded during the third quarter of 2025 (see Note 5).
During the third quarter of 2024, management tested the Schlitterbahn reporting unit for impairment due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Combined Company portfolio following the Mergers. Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer exceeded its carrying value resulting in a $42.5 million impairment recorded during the third quarter of 2024.
After the items above, operating loss for the nine months ended September 28, 2025 totaled $1.35 billion compared with operating income of $259.4 million for the nine months ended September 29, 2024. The amount for the nine months ended September 28, 2025 included $162.9 million of operating loss attributable to the Former Six Flags operations during the six months ended June 29, 2025.
Net interest expense for the nine months ended September 28, 2025 increased $114.6 million as a result of $93.9 million of interest incurred during the six months ended June 29, 2025 on debt acquired in the Mergers, additional revolver borrowings in 2025, and interest accretion related to the Six Flags Over Georgia call option liability (see Note 7). The loss on early debt extinguishment of $8.0 million in the prior period was attributable to the full redemption of the 2025 senior notes (see Note 6). Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency.
During the nine months ended September 28, 2025, a benefit for income taxes of $148.5 million was recorded compared with a provision for income taxes of $31.1 million for the nine months ended September 29, 2024. The decrease in provision for income taxes was primarily attributable to discrete non-cash provision to return adjustments related to the Merger-related windup of the Former Cedar Fair partnership, and the impact of impairment charges, the effects of non-controlling interest distributions, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation which was partially offset by lower pre-tax book income relative to the comparable period.
After the items above and income attributable to non-controlling interests (see Note 7), net loss attributable to Six Flags Entertainment Corporation for the nine months ended September 28, 2025 totaled $1.51 billion, or $14.99 per diluted share of common stock. The net loss included $259.4 million of net loss related to the Former Six Flags operations during the six months ended June 29, 2025. Net income attributable to Six Flags Entertainment Corporation for the nine months ended September 29, 2024 totaled $33.1 million, or $0.49 per diluted share of common stock and limited partner unit. Net income margin decreased 62.3%.
Three months ended September 28, 2025 vs. Three months ended September 29, 2024
The results for the three-month period ended September 28, 2025 included 2,573 operating days compared with 2,585 operating days for the three-month period ended September 29, 2024, a decrease of 12 operating days. The operating day decrease primarily impacted small parks.
The following table presents key financial information for the Combined Company for the three months ended September 28, 2025 and September 29, 2024:
Three months ended Increase (Decrease)
September 28, 2025 September 29, 2024 $ %
(Amounts in thousands, except per capita and operating days)
Net revenues $ 1,317,753 $ 1,348,385 $ (30,632) (2.3) %
Operating costs and expenses 772,369 894,182 (121,813) (13.6) %
Depreciation and amortization 128,053 144,560 (16,507) (11.4) %
Loss on retirement of fixed assets, net 2,797 4,671 (1,874) (40.1) %
Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,475,637 N/M
Operating (loss) income $ (1,103,565) $ 262,510 $ (1,366,075) (520.4) %
Other Data:
Attendance 21,109 20,971 138 0.7 %
In-park per capita spending $ 59.08 $ 61.27 $ (2.19) (3.6) %
Admissions per capita spending $ 31.48 $ 34.16 $ (2.68) (7.8) %
Per capita spending on in-park products $ 27.60 $ 27.10 $ 0.50 1.8 %
Out-of-park revenues $ 108,135 $ 102,265 $ 5,870 5.7 %
Operating days 2,573 2,585 (12) (0.5) %
Net income margin (1) (88.2) % 10.0 % (98.2) %
N/M Not meaningful
(1) Net income margin is calculated as net (loss) income divided by net revenues.
For the three months ended September 28, 2025, net revenues decreased $30.6 million compared with the three months ended September 29, 2024. The decrease in net revenues reflected the impact of a $2.19, or 3.6%, decrease in in-park per capita spending offset by a 0.1 million-visit increase in attendance and a $5.9 million increase in out-of-park revenues. The $2.19 decrease in in-park per capita spending was due to lower admissions per capita spending driven by higher visitation per season pass holder, a higher mix of season pass visitation as a percentage of total visitation and lower single day pricing driven by promotional offers. The decrease in admissions per capita spending was somewhat offset by higher per capita spending on in-park products driven by increased extra-charge and food and beverage spending. The 0.1 million-visit increase in attendance was driven by parks with significant capital projects during the year, particularly Canada's Wonderland, Kings Island and Cedar Point. The $5.9 million increase in out-of-park revenues was due to higher revenues from sponsorships and international agreements. The increase in net revenues was partially offset by a $0.3 million unfavorable impact of foreign currency exchange rates.
Operating costs and expenses for the three months ended September 28, 2025 decreased $121.8 million compared with the three months ended September 29, 2024. The decrease in operating costs and expenses was the result of a $97.4 million decrease in SG&A expenses and a $25.7 million decrease in operating expenses offset by a $1.3 million increase in cost of goods sold. The $97.4 million decrease in SG&A expenses included a $56.3 million decrease in costs related to the Mergers and a $20.4 million decrease in equity compensation expense primarily due to prior period accelerated expense as a result of the Mergers. Excluding these factors, SG&A expense decreased as a result of a $26.2 million planned decrease in advertising costs and a $6.3 million reduction in expected bonus payments due to changes in expected Combined Company performance offset by $7.8 million of higher IT costs, including integration related costs. The $25.7 million decrease in operating expenses was driven by the impact of the $14.9 million increase to Former Cedar Fair's self-insurance reserves in the prior year (see Note 1), a $13.0 million reduction in expected bonus payments due to changes in expected Combined Company performance, and $5.8 million in planned fewer seasonal labor hours offset by higher utility and maintenance costs. Cost of goods sold as a percentage of food, merchandise and games revenue decreased 10 bps due to menu mix and vendor sourcing efficiencies. The decrease in operating costs and expenses was not materially impacted by foreign currency exchange rates.
Depreciation and amortization expense for the three months ended September 28, 2025 decreased $16.5 million compared with the three months ended September 29, 2024, which was due to the impact of a higher fair value for Former Six Flags property and equipment during the third quarter of 2024 and the impact of a change in interim depreciation method for Former Cedar Fair
(see Note 1). The loss on retirement of fixed assets for both periods was due to retirement of assets in the normal course of business.
In connection with the preparation of the financial statements for the third quarter of 2025, management tested the Former Six Flags and Schlitterbahn reporting units, as well as the Six Flags trade name and Schlitterbahn trade name, for impairment due to a decline in estimated future cash flows as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter and due to a more significant, sustained decline in the Combined Company's share price through the third quarter when compared to industry peers. In connection with the preparation of the financial statements for the third quarter, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results. Management concluded the estimated fair value of these reporting units and trade names, with the exception of Six Flags New England, no longer exceeded their carrying values resulting in a cumulative $1.52 billion impairment recorded during the third quarter of 2025 (see Note 5).
During the third quarter of 2024, management tested the Schlitterbahn reporting unit for impairment due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Combined Company portfolio following the Mergers. Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer exceeded its carrying value resulting in a $42.5 million impairment recorded during the third quarter of 2024.
After the items above, operating loss for the three months ended September 28, 2025 totaled $1.10 billion compared with operating income of $262.5 million for the three months ended September 29, 2024.
Interest expense, net for the three months ended September 28, 2025 increased $9.3 million primarily as a result of interest accretion related to the Six Flags Over Georgia call option liability (see Note 7). The loss on early debt extinguishment of $2.1 million in the prior period was attributable to the full redemption of the 2025 senior notes, specifically representing consent payments on the 2025 senior notes (see Note 6). Other expense (income), net primarily represented the remeasurement of U.S. dollar denominated notes to an entity's functional currency.
During the three months ended September 28, 2025, a benefit for income taxes of $38.0 million was recorded compared with a provision for taxes of $43.3 million for the three months ended September 29, 2024. The decrease in provision for income taxes was primarily attributable to a change in forecasted pre-tax book income. The effective tax rate differed from the federal statutory rate due primarily to the impact of impairment charges, the effects of non-controlling interest distributions, accretion on the Six Flags Over Georgia call option liability, and non-deductible executive compensation.
After the items above and income attributable to non-controlling interests (see Note 7), net loss attributable to Six Flags Entertainment Corporation for the three months ended September 28, 2025 totaled $1.19 billion, or $11.77 per diluted share of common stock, compared with net income attributable to Six Flags Entertainment Corporation $111.0 million, or $1.10 per diluted share of common stock, for the three months ended September 29, 2024. Net income margin decreased 98.2%.
October Update
Preliminary attendance for the five-week period ended November 2, 2025 totaled 5.8 million guests, a decrease of 11% compared to the five-week period ended November 3, 2024 and an increase of 7% compared to the five-week period ended November 5, 2023.
Modified EBITDA and Adjusted EBITDA
Modified EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Combined Company's credit agreement. Adjusted EBITDA represents Modified EBITDA less net (loss) income 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 (loss) income for the three and nine-month periods ended September 28, 2025 and September 29, 2024. The results for the nine months ended September 29, 2024 include only Cedar Fair's results before giving effect to the Mergers through June 30, 2024 and include Combined Company results from July 1, 2024 through September 29, 2024.
Three months ended Nine months ended
(In thousands) September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024
Net (loss) income $ (1,162,532) $ 135,465 $ (1,457,082) $ 57,551
Interest expense, net 91,056 81,742 270,500 155,903
(Benefit) provision for taxes (38,043) 43,341 (148,520) 31,135
Depreciation and amortization 128,053 144,560 365,011 211,887
EBITDA (981,466) 405,108 (970,091) 456,476
Loss on early debt extinguishment - 2,063 - 7,974
Non-cash foreign currency loss (gain) 6,625 (1,122) (15,575) 5,880
Non-cash equity compensation expense 14,948 39,131 40,959 53,550
Loss on retirement of fixed assets, net 2,797 4,671 21,413 11,406
Loss on impairment of goodwill and other intangibles 1,518,099 42,462 1,518,099 42,462
Loss on other assets - - 791 -
Costs related to the Mergers (1)
10,486 73,335 37,156 94,610
Severance (2)
8,592 126 35,792 676
Self-insurance adjustment (3) - 14,865 - 14,865
Other (4)
(577) 1,893 7,604 2,917
Modified EBITDA 579,504 582,532 676,148 690,816
Net income attributable to non-controlling interests 24,816 24,499 49,632 24,499
Adjusted EBITDA $ 554,688 $ 558,033 $ 626,516 $ 666,317
Modified EBITDA margin (5)
44.0 % 43.2 % 27.6 % 34.2 %
(1) Consists of integration costs related to the Mergers, including third-party consulting costs, retention bonuses, integration team salaries and benefits, costs to integrate information technology systems, maintenance costs to update Former Six Flags parks to Cedar Fair standards and certain legal costs. Amounts in 2024 also include third-party legal and consulting transaction costs. These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA as defined in the Combined Company's credit agreement.
(2) Consists of severance and related employer taxes and benefits. During 2025, certain employees, including certain executive level employees, were terminated as part of recent reorganization efforts.
(3) During the third quarter of 2024, an actuarial analysis of Former Cedar Fair's self-insurance reserves resulted in a change in estimate that increased IBNR reserves by $14.9 million. The increase was driven by an observed pattern of increasing litigation and settlement costs.
(4) Consists of certain costs as defined in the Combined Company's credit agreement. These costs are added back to net (loss) income to calculate Modified EBITDA and Adjusted EBITDA and include certain legal and consulting expenses unrelated to the Mergers, cost of goods sold recorded to align inventory standards following the Mergers, Mexican VAT taxes on intercompany activity, gains/losses related to the Partnership Parks and contract termination costs. This balance also includes unrealized gains and losses on pension assets and short-term investments.
(5) Modified EBITDA margin (Modified EBITDA divided by net revenues) is not a measurement computed in accordance with GAAP and may not be comparable to similarly titled measures of other companies. Modified EBITDA margin is provided because management believes the measure provides a meaningful metric of operating profitability. Modified EBITDA margin has been disclosed as opposed to Adjusted EBITDA margin because management believes Modified EBITDA margin more accurately reflects the park-level operations of the Combined Company as it does not give effect to distributions to non-controlling interests.
For the nine months ended September 28, 2025, Adjusted EBITDA decreased $39.8 million and Modified EBITDA margin decreased 6.6% compared with the nine months ended September 29, 2024. For the three months ended September 28, 2025, Adjusted EBITDA decreased $3.3 million and Modified EBITDA margin increased 0.8% compared with the three months ended September 29, 2024. The variances in Adjusted EBITDA and Modified EBITDA margin were entirely due to lower revenues driven by lower attendance and in-park per capita spending, which were somewhat offset by a reduction in expense, particularly lower labor and advertising costs.
Liquidity and Capital Resources:
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 fourth 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 $510 million and $520 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 $325 million to $330 million in 2025. Cash payments for income taxes for the Combined Company are expected to range from $35 million to $40 million in 2025.
As of September 28, 2025, deferred revenue totaled $365.4 million, including non-current deferred revenue. This represented an increase of $6.2 million compared with total deferred revenue as of September 29, 2024. The increase in total deferred revenue was largely attributable to higher 2026 season-long product sales offset by the timing of sponsorship billing.
Cash Flows
The following table presents key cash flow information for the nine months ended September 28, 2025 and September 29, 2024:
Nine months ended
September 28, 2025 September 29, 2024
(Amounts in thousands)
Net cash from operating activities $ 365,140 $ 405,983
Net cash for investing activities (408,075) (378,705)
Net cash from (for) financing activities 32,631 (1,166)
Effect of exchange rate on cash and cash equivalents (2,187) (1,895)
Net (decrease) increase in cash and cash equivalents $ (12,491) $ 24,217
Net cash from operating activities for the first nine months of 2025 totaled $365.1 million, a decrease of $40.8 million compared with the same period in the prior year. The decrease was primarily due to lower earnings.
Net cash for investing activities for the first nine months of 2025 totaled $408.1 million, an increase of $29.4 million compared with the same period in the prior year. The increase was due to the inclusion of capital expenditures for Former Six Flags parks during the first six months of 2025 and incremental capital expenditures in the current period offset by net cash consideration paid for the Mergers in the prior period.
Net cash from financing activities for the first nine months of 2025 totaled $32.6 million, an increase of $33.8 million compared with the same period in the prior year. The increase was primarily attributable to additional term debt borrowings incurred offset by the redemption of the remaining 2025 Six Notes and higher payments on outstanding revolver credit facility borrowings.
Contractual Obligations
As of September 28, 2025, the Combined Company's primary contractual obligations consisted of outstanding long-term debt agreements and related interest, certain obligations pertaining to the Partnership Parks (see Note 7), and various commitments under lease agreements. The Combined Company has also committed to certain capital expenditures, most of which will be paid within twelve months, and license commitments through 2035. Before reduction for debt issuance costs, original issue discount and acquisition fair value layers, the Combined Company's long-term debt agreements as of September 28, 2025 consisted of the following:
$1,489 million of senior secured term debt, maturing in May 2031 under the 2024 Credit Agreement, as amended. 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 28, 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.
$112 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 $45.8 million as of September 28, 2025, the Combined Company had $692.2 million of availability under the former revolving credit facility. Letters of credit are primarily in place to backstop insurance arrangements.
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 September 28, 2025.
On November 9, 2023, Cedar Fair entered into supplemental indentures related to the 2025 senior notes, 2027 senior notes, 2028 senior notes and 2029 senior notes (the "Amendments") following receipt of requisite consents from the holders of the notes. The Amendments enabled Cedar Fair to select November 2, 2023, the date the Merger Agreement with Former Six Flags was entered into, as the testing date for purposes of calculating, with respect to the Mergers and related transactions, any and all ratio tests under those notes, each of which was satisfied when tested on November 2, 2023. 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 September 28, 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 September 28, 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 $133.3 million and $123.6 million as of September 28, 2025 and December 31, 2024, 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 28, 2025
Current Assets $ 656 $ 74,319 $ 70,829 $ 686,563 $ 2,026,965
Non-Current Assets 851,451 2,764,368 763,375 1,407,464 6,507,246
Current Liabilities 232,409 2,185,064 32,026 267,859 463,639
Non-Current Liabilities 365,621 11,402 366,572 1,985,207 3,130,815
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
Nine Months Ended September 28, 2025
Net revenues $ - $ 355 $ 135,205 $ 1,060,574 $ 1,002,211
Operating (loss) income (10,299) (538,200) 50,986 602,541 (1,091,111)
Net (loss) income (1,064,018) 67,284 92,101 413,191 (561,486)
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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