Business Context and Reporting Period
This Form 10-Q covers the quarterly period ended September 28, 2025, for Six Flags Entertainment Corporation (the "Combined Company"). The Company operates as North America's largest regional amusement park operator with 26 amusement parks, 15 water parks, and nine resorts. The reporting period reflects the full integration of the July 1, 2024, merger of equals between Cedar Fair and Former Six Flags. The Company operates within a single reportable segment and is subject to significant seasonality, with approximately 70% of annual attendance and revenue typically occurring in the second and third quarters.
Key Financial Metrics
| Metric | Three Months Ended Sept 28, 2025 | Nine Months Ended Sept 28, 2025 |
|---|---|---|
| Net Revenues | $1.32 billion | $2.45 billion |
| Operating (Loss) Income | $(1.10) billion | $(1.35) billion |
| Net (Loss) Income | $(1.16) billion | $(1.46) billion |
| Net (Loss) Income Attributable to Six Flags | $(1.19) billion | $(1.51) billion |
| Diluted EPS | $(11.77) | $(14.99) |
| Adjusted EBITDA | $554.7 million | $626.5 million |
| Cash and Cash Equivalents | $70.7 million | $70.7 million (Ending Balance) |
| Total Debt (Long-term + Current) | $5.03 billion | $5.03 billion (Ending Balance) |
| Revolving Credit Availability | $692.2 million | $692.2 million |
Material Changes vs. Prior Period
- Revenue: For the nine months ended September 28, 2025, net revenues increased 21.2% to $2.45 billion compared to $2.02 billion in the prior year. This increase was driven by the inclusion of Former Six Flags operations for the full period and a 23.1% increase in attendance (38.1 million vs. 31.0 million). However, in-park per capita spending decreased slightly by 0.7% to $60.81.
- Profitability: The Company reported a significant operating loss of $1.35 billion for the nine months ended September 28, 2025, compared to operating income of $259.4 million in the prior year. This deterioration is primarily due to a $1.52 billion non-cash impairment charge recorded in the third quarter of 2025.
- Impairment Charges: Management tested Former Six Flags reporting units and trade names for impairment due to a decline in estimated future cash flows and a sustained decline in share price. Impairment charges were recorded for Six Flags Fiesta Texas, Great Adventure, Great America, Magic Mountain, Mexico, New England, Over Georgia, Over Texas, Schlitterbahn, and the Six Flags trade name. Six Flags New England was the only reporting unit not impaired.
- Attendance: For the three months ended September 28, 2025, attendance increased 0.7% to 21.1 million. However, in-park per capita spending decreased 3.6% to $59.08, driven by lower admissions per capita spending due to a higher mix of season pass visitation and promotional pricing.
Guidance, Outlook, and Risks
- Capital Expenditures: The Company expects 2025 capital expenditures to total between $510 million and $520 million, focusing on new high-thrill roller coasters, water park renovations, and food/beverage upgrades.
- Liquidity: The Company maintains sufficient liquidity to satisfy obligations through at least the fourth quarter of 2026. It has not declared a dividend and has no immediate plans to do so. Cash interest payments for 2025 are expected to range from $325 million to $330 million.
- Debt Structure: The Company amended its credit agreement in June 2025 to incur an additional $500 million in term debt, which was used to redeem the remaining 2025 Six Flags Notes. The pro forma Total Indebtedness to Consolidated Cash Flow Ratio was greater than 5.25x as of September 28, 2025, limiting restricted payments.
- Legal Proceedings:
- Canada's Wonderland: Responding to a Competition Tribunal application alleging deceptive "drip pricing" regarding online transaction fees. Mediation is scheduled for March 2026.
- Securities Class Action: A new putative securities class action was filed in November 2025 alleging the merger registration statement contained misleading financial plans. The Company intends to defend vigorously.
- Asset Optimization: The Company announced the closure of Six Flags America and Hurricane Harbor in Bowie, Maryland, following the 2025 season to market the property for redevelopment.
Investor Verification Checklist
- Impairment Methodology: Verify the assumptions used in the discounted cash flow analysis that led to the $1.52 billion impairment charge, specifically regarding future revenue growth and discount rates.
- Season Pass Mix Impact: Assess the long-term impact of the higher mix of season pass visitation on future in-park per capita spending and revenue stability.
- Debt Covenants: Monitor the Net First Lien Leverage Ratio and Total Indebtedness to Consolidated Cash Flow Ratio to ensure compliance with the 2024 Credit Agreement and note indentures.
- Partnership Park Obligations: Review the financial impact of the End-of-Term Option exercise for Six Flags Over Georgia and the potential redemption costs for Six Flags Over Texas.
- Legal Exposure: Track the status of the Canada's Wonderland "drip pricing" case and the new securities class action regarding the merger.