0000701374false00007013742024-02-292024-02-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 29, 2024
Six Flags Entertainment Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-1370313-3995059
(Commission File Number)(IRS Employer Identification No.)
1000 Ballpark Way Suite 400
Arlington, Texas
76011
(Address of principal executive offices)(Zip Code)
(972) 595-5000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.025 par value per shareSIXNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02    Results of Operations and Financial Condition
On February 29, 2024, Six Flags Entertainment Corporation (the "Company") issued a press release announcing its financial results for the fourth quarter and full fiscal year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1.


Item 9.01Financial Statements and Exhibits
(d)Exhibits
104Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

Forward Looking Statements

This communication contains certain 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 all statements that are not historical facts and often use words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "may," "should," "could" and variations of such words or similar expressions. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, among others, factors impacting attendance, such as local conditions, natural disasters, contagious diseases, or the perceived threat of contagious diseases, events, disturbances and terrorist activities; economic impact of political instability and conflicts globally, including the war in Ukraine and the Middle East; recall of food, toys and other retail products sold at our parks; accidents or incidents involving the safety of guests and employees, or contagious disease outbreaks occurring at our parks or other parks in the industry and adverse publicity concerning our parks or other parks in the industry; availability of commercially reasonable insurance policies at reasonable rates; inability to achieve desired improvements and our financial performance targets; adverse weather conditions such as excess heat or cold, rain and storms; general financial and credit market conditions, including our ability to access credit or raise capital; the increased cost of capital due to high interest rates; macro-economic conditions (including supply chain issues and the impact of inflation on customer spending patterns); changes in public and consumer tastes; construction delays in capital improvements or ride downtime; competition with other theme parks, water parks and entertainment alternatives; dependence on a seasonal workforce; unionization activities and labor disputes; laws and regulations affecting labor and employee benefit costs, including increases in state and federally mandated minimum wages; environmental laws and regulations; laws and regulations affecting corporate taxation; pending, threatened or future legal proceedings and the significant expenses associated with litigation; cybersecurity risks; the expected timing and likelihood of completion of the proposed transaction with Cedar Fair, L.P (“Cedar Fair”) including the timing, receipt and terms and conditions of any required regulatory approvals and stockholder approval; 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 and other conditions to the completion of the proposed transaction, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Cedar Fair, the Company or their respective directors and others following announcement of the merger agreement and proposed transaction; the inability to consummate the transaction due to the failure to satisfy other conditions to complete the transaction; risks that the proposed transaction disrupts and/or harms current plans and operations of Cedar Fair or the Company, including that management’s time and attention will be diverted on transaction-related issues; the amount of the costs, fees, expenses and charges related to the transaction, including the possibility that the transaction may be more expensive to complete than anticipated; the ability of Cedar Fair and the Company to successfully integrate their businesses and to achieve anticipated synergies and value creation; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting Cedar Fair and the Company; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction that could affect Cedar Fair’s and/or the Company’s financial performance and operating results; and other factors could cause actual results to differ materially from the Company’s expectations, including the risk factors or uncertainties listed from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”) and the Registration Statement filed by CopperSteel HoldCo, Inc. (“Holdco”) with the


SEC in connection with the proposed transaction. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we make no assurance that such expectations will be realized and actual results could vary materially. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in our Annual and Quarterly Reports on Forms 10-K and 10-Q, and our other filings and submissions with the SEC, and the Registration Statement, each of which are available free of charge on the Company’s investor relations website at investors.sixflags.com and on the SEC’s website at www.sec.gov.

Important Information about the Transaction and Where to Find It

In connection with the proposed transaction with Cedar Fair, the Company and Cedar Fair have caused HoldCo to file with the SEC the Registration Statement that includes a proxy statement of the Company and a prospectus of HoldCo. The Registration Statement was declared effective by the SEC and, a definitive proxy statement/prospectus was mailed to stockholders of the Company on or about February 1, 2024. Cedar Fair, the Company and HoldCo may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, proxy statement/prospectus or any other document that Cedar Fair, Six Flags or HoldCo (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING AND/OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CEDAR FAIR AND SIX FLAGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus, as each may be amended from time to time, as well as other filings containing important information about Cedar Fair or Six Flags, without charge at the SEC’s Internet website (http://www.sec.gov). Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by Cedar Fair, Six Flags and HoldCo through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Cedar Fair or Six Flags at the following:

Six Flags
Evan Bertrand
Vice President, Investor Relations and Treasurer
+1-972-595-5180
investorrelations@sftp.com

The information included on, or accessible through, the Company’s website is not incorporated by reference into this communication.

Participants in the Solicitation

Cedar Fair, the Company, HoldCo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from company stockholders in respect of the proposed transaction. Information regarding Cedar Fair’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Cedar Fair’s Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024 and its proxy statement filed with the SEC on April 13, 2023, and subsequent statements of changes in beneficial ownership on file with the SEC. Information regarding the Company’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Six Flags’ Form 10-K for the year ended January 1, 2023 filed with the SEC on March 7, 2023 and its proxy statement filed with the SEC on March 28, 2023, and subsequent statements of changes in beneficial ownership on file with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, are contained in the proxy statement/prospectus and other relevant materials filed with the SEC when they become available.

No Offer or Solicitation

This communication is for informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SIX FLAGS ENTERTAINMENT CORPORATION
By:/s/ Christopher Neumann
Name:Christopher Neumann
Title:General Counsel and Corporate Secretary
Date: February 29, 2024


Exhibit 99.1
Contact:
Evan Bertrand
Vice President, Investor Relations and Treasurer
+1-972-595-5180
investorrelations@sftp.com
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Six Flags Reports Fourth Quarter and Full Year 2023 Performance

ARLINGTON, Texas — February 29, 2024 — Six Flags Entertainment Corporation (NYSE: SIX), the world’s largest regional theme park company and the largest operator of water parks in North America, today reported fourth quarter Revenue of $293 million, Net Loss of $22 million, and Adjusted EBITDA(1) of $98 million. For the full year, the company reported revenue of $1,426 million, Net Income of $39 million, and Adjusted EBITDA(1) of $462 million.

"As we close out our second year pursuing our premiumization strategy, we are encouraged by the progress we have made to date. Since 2021, we have grown guest spending per capita by 17%, lowered cash expense in the face of historical levels of inflation, leveraged key partnerships to expand sponsorship revenue, and paid down debt," said Selim Bassoul, President and CEO. “Looking ahead to 2024, we have seen early success in sales of our 2024 passes, which are ahead of last year, and should provide a solid foundation as we head into the core operating season. We have laid the groundwork long-term for profitable growth, and we have many exciting new developments in store for the 2024 season, including new innovative rides, immersive experiences, and new guest-facing technological innovations that will create a more seamless in-park experience, drive guest spending and improve operational efficiency.”


Fourth Quarter 2023 Results
Three Months Ended
(Amounts in millions, except per share data)December 31, 2023January 1, 2023% Change vs. 2022
Total revenue$293 $280 5 %
Net (loss) income attributable to Six Flags Entertainment (2)
$(22)$10 N/M
Net (loss) income per share, diluted (2)
$(0.27)$0.12 N/M
Adjusted EBITDA (1) , (3)
$98 $99 — %
Attendance4.34.16 %
Spending per capita figures: (4)
Total guest spending per capita$64.19 $65.15 (1)%
Admissions spending per capita$33.06 $34.50 (4)%
In-park spending per capita$31.13 $30.65 2 %

Total revenue for fourth quarter 2023 increased $13 million, or 5%, compared to fourth quarter 2022, driven by higher attendance, partially offset by lower guest spending per capita. The increase in attendance was driven both by higher season pass and single-day ticket attendance during the Fall events line-up versus the prior year.

The $0.96 decrease in guest spending per capita compared to fourth quarter 2022 consisted of a $1.44 decrease in admissions spending per capita and a $0.48 increase in In-park spending per capita. The decrease in guest spending per capita was driven by lower revenue from memberships beyond the initial 12-month commitment period, which is recognized evenly each month. Due to discontinuing the sale of new memberships in the prior year, there were fewer memberships in fourth quarter 2023 versus fourth quarter 2022. Lower membership revenue, which includes a portion of revenue allocated to Park food, merchandise, and other, decreased admissions spending per capita by $2.48, and in-park spending per capita by $0.84, when compared to the prior year fourth quarter. This was partially offset by higher average ticket pricing and higher spend on food and beverage and attractions in fourth quarter 2023 versus prior year.

The company had a net loss of $22 million in fourth quarter 2023, compared to net income of $10 million in fourth quarter 2022. The loss per share was $0.27 compared to income per share of $0.12 in fourth quarter 2022, driven by $15 million in merger-related transaction costs and higher cash operating costs(5) in fourth quarter 2023 versus the prior year, partially offset by an increase in revenue. The increase in cash operating costs was driven by higher variable costs associated with higher attendance, higher investments in new entertainment events and digital guest-facing innovations, and inflationary impacts on operating expenses. Adjusted EBITDA, which excludes $15 million in merger-related transaction costs, was $98 million, essentially flat compared to fourth quarter 2022.



Full Year 2023 Results
Year Ended
(Amounts in millions, except per share data)December 31, 2023January 1, 2023% Change vs. 2022
Total revenue$1,426 $1,358 5 %
Net income attributable to Six Flags Entertainment (2)
$39 $101 (61)%
Net income per share, diluted (2)
$0.46 $1.20 (61)%
Adjusted EBITDA (1) , (3)
$462 $461 — %
Attendance22.220.49 %
Spending per capita figures (2)
Total guest spending per capita$61.03 $63.93 (5)%
Admissions spending per capita$33.43 $35.99 (7)%
In-park spending per capita$27.60 $27.94 (1)%

Total revenue for full year 2023 increased $68 million, or 5%, compared to full year 2022, driven by higher attendance and higher sponsorship revenue, partially offset by lower guest spending per capita. The increase in attendance was driven by increased season pass sales versus the prior year and increased attendance from an expanded events calendar during the 2023 season.

The $2.90 decrease in guest spending per capita compared to full year 2022 consisted of a $2.56 decrease in admissions spending per capita and a $0.34 decrease in In-park spending per capita. The decrease in admissions spending per capita was driven primarily by lower average pricing on season passes in first nine months 2023 versus the prior year comparable period. The decrease in in-park spending per capita was driven primarily by lower average spending per visit on parking, retail, and flash passes, resulting from a higher mix of attendance from season passes in full year 2023 versus the prior year. Due to certain benefits available to season pass holders, guests visiting on a season pass spend less per visit on certain in-park products than guests visiting on a single-day ticket. The season pass mix-driven decline in in-park spending per capita was partially offset by higher average pending per visit on food and beverage for full year 2023 versus the prior year and higher average spending per visit on attractions during Fright Fest in fourth quarter 2023 versus the prior year fourth quarter.

The company had a net income of $39 million in full year 2023, compared to net income of $101 million in full year 2022. The income per share was $0.46 compared to income per share of $1.20 in full year 2022. In second quarter 2023, we incurred a $38 million charge in self-insurance reserves. Self-insurance reserves are periodically reviewed for changes in facts and circumstances and adjustments are made as necessary. During the second quarter of 2023, the company revised the estimate of its ultimate loss indications for both identified claims and incurred but not reported (“IBNR”) claims in connection with our general liability and worker’s compensation self-insurance reserves. The increase in the revised estimate was based on greater than previously estimated reserve adjustments on certain identified claims as well as an observed pattern of increasing litigation and settlement costs and changes to key actuarial assumptions utilized in determining estimated ultimate losses, including loss development factors. Also, in fourth quarter 2023, the company incurred $15 million in merger-related transaction costs. Finally, cash operating costs(5) increased in full year 2023 versus prior year due to several factors, including an increase in cost of sales and seasonal labor driven by higher attendance, increased advertising to promote season passes, increased investments in new entertainment, shows, events, and guest-facing digital initiatives, and inflationary impact on operating expenses. Adjusted EBITDA, which excludes the $38 million self-insurance reserves estimate adjustment and $15 million in merger-related transaction costs, was $462 million, an increase of $1 million, or less than 1%, compared to the prior year(3).


Balance Sheet and Capital Allocation

As of December 31, 2023, the company had total reported debt of $2,365 million, and cash or cash equivalents of $78 million. Deferred revenue was $128 million as of December 31, 2023, a decrease of $1 million, or 1%, from January 1, 2023. In full year 2023, the company invested $171 million in new capital, net of insurance recoveries, a $59 million increases over the prior year.


Cedar Fair Transaction

On November 2, 2023, the company and Cedar Fair (NYSE: FUN) entered into a definitive merger agreement to combine in a merger of equals transaction. On January 31, 2024, the Registration Statement on Form S-4 containing the proxy statement/prospectus relating to the transaction ("Registration Statement") was declared effective by the Securities and Exchange Commission ("SEC") and mailed to the company's shareholders on or about February 1, 2024. A shareholder meeting relating to the merger agreement and other related matters is scheduled for March 12, 2024. The merger is expected to close in the first half of 2024, following the receipt of aforementioned Six Flags shareholder approval, regulatory approvals, including the pending antitrust review in the United States, and the satisfaction of customary closing conditions.


Six Flags' largest shareholder, which owns approximately 13.6% of Six Flags' shares outstanding, has signed a voting and support agreement to vote in favor of the transaction. Please refer to the company's definitive proxy statement for further detail.


Conference Call

At 7:00 a.m. Central Time today, February 29, 2024, the company will host a conference call to discuss its fourth quarter and full year 2023 financial performance. The call is accessible through either the Six Flags Investor Relations website at investors.sixflags.com, or by dialing 1-833-629-0614 in the United States or +1-412-317-9257 outside the United States and requesting the Six Flags earnings call. A replay of the call will be available on the company’s investor relations site investors.sixflags.com.

About Six Flags Entertainment Corporation

Six Flags Entertainment Corporation is the world’s largest regional theme park company with 27 parks across the United States, Mexico and Canada. For 63 years, Six Flags has entertained hundreds of millions of guests with world-class coasters, themed rides, thrilling water parks and unique attractions. Six Flags is committed to creating an inclusive environment that fully embraces the diversity of our team members and guests. For more information, visit www.sixflags.com.
___________________________________
Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding (i) the adequacy of our cash flows from operations, available cash and available amounts under our credit facilities to meet our liquidity needs, including in the event of a prolonged closure of one or more of our parks, (ii) our ability to execute our strategy to significantly improve our financial performance and the guest experience, (iii) expectations regarding consumer demand for regional, outdoor, out-of-home entertainment, including for our parks, and (iv) expectations regarding our annual income tax liability and the availability and effect of net operating loss carryforwards and other tax benefits.

Forward-looking statements include all statements that are not historical facts and often use words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "may," "should," "could" and variations of such words or similar expressions. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, among others, factors impacting attendance, such as local conditions, natural disasters, contagious diseases, or the perceived threat of contagious diseases, events, disturbances and terrorist activities; economic impact of political instability and conflicts globally, including the war in Ukraine and the Middle East; recall of food, toys and other retail products sold at our parks; accidents or incidents involving the safety of guests and employees, or contagious disease outbreaks occurring at our parks or other parks in the industry and adverse publicity concerning our parks or other parks in the industry; availability of commercially reasonable insurance policies at reasonable rates; inability to achieve desired improvements and our financial performance targets; adverse weather conditions such as excess heat or cold, rain and storms; general financial and credit market conditions, including our ability to access credit or raise capital; the increased cost of capital due to high interest rates; macro-economic conditions (including supply chain issues and the impact of inflation on customer spending patterns); changes in public and consumer tastes; construction delays in capital improvements or ride downtime; competition with other theme parks, water parks and entertainment alternatives; dependence on a seasonal workforce; unionization activities and labor disputes; laws and regulations affecting labor and employee benefit costs, including increases in state and federally mandated minimum wages; environmental laws and regulations; laws and regulations affecting corporate taxation; pending, threatened or future legal proceedings and the significant expenses associated with litigation; cybersecurity risks; the expected timing and likelihood of completion of the proposed transaction with Cedar Fair, including the timing, receipt and terms and conditions of any required regulatory approvals and stockholder approval; 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 and other conditions to the completion of the proposed transaction, including the possibility that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected time period; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that may be instituted against Cedar Fair, the company or their respective directors and others following announcement of the merger agreement and proposed transaction; the inability to consummate the transaction due to the failure to satisfy other conditions to complete the transaction; risks that the proposed transaction disrupts and/or harms current plans and operations of Cedar Fair or the company, including that management’s time and attention will be diverted on transaction-related issues; the amount of the costs, fees, expenses and charges related to the transaction, including the possibility that the transaction may be more expensive to complete than anticipated; the ability of Cedar Fair and the company to successfully integrate their businesses and to achieve anticipated synergies and value creation; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; legislative, regulatory and economic developments and changes in laws, regulations, and policies affecting Cedar Fair and the company; potential business uncertainty, including the outcome of commercial negotiations and changes to existing business relationships during the pendency of the proposed transaction


that could affect Cedar Fair’s and/or the company’s financial performance and operating results; and other factors could cause actual results to differ materially from the company’s expectations, including the risk factors or uncertainties listed from time to time in the company’s filings with the SEC and the Registration Statement filed by CopperSteel HoldCo, Inc. ("Holdco") with the SEC in connection with the proposed transaction. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we make no assurance that such expectations will be realized and actual results could vary materially. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in our Annual and Quarterly Reports on Forms 10-K and 10-Q, and our other filings and submissions with the SEC, and the Registration Statement, each of which are available free of charge on the company’s investor relations website at investors.sixflags.com and on the SEC’s website at www.sec.gov.


Important Information about the Transaction and Where to Find It

In connection with the proposed transaction with Cedar Fair, the company and Cedar Fair have caused HoldCo to file with the SEC the Registration Statement that includes a proxy statement of the company and a prospectus of HoldCo. The Registration Statement was declared effective by the SEC and, a definitive proxy statement/prospectus was mailed to stockholders of the company on or about February 1, 2024. Cedar Fair, the company and HoldCo may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Registration Statement, proxy statement/prospectus or any other document that Cedar Fair, Six Flags or HoldCo (as applicable) may file with the SEC in connection with the proposed transaction. BEFORE MAKING ANY VOTING AND/OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF CEDAR FAIR AND SIX FLAGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus, as each may be amended from time to time, as well as other filings containing important information about Cedar Fair or Six Flags, without charge at the SEC’s Internet website (http://www.sec.gov). Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by Cedar Fair, Six Flags and HoldCo through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Cedar Fair or Six Flags at the following:


Six Flags

Evan Bertrand
Vice President, Investor Relations and Treasurer
+1-972-595-5180
investorrelations@sftp.com

The information included on, or accessible through, the company’s website is not incorporated by reference into this communication.


Participants in the Solicitation

Cedar Fair, the company, HoldCo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from company stockholders in respect of the proposed transaction. Information regarding Cedar Fair’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Cedar Fair’s Form 10-K for the year ended December 31, 2023 filed with the SEC on February 16, 2024 and its proxy statement filed with the SEC on April 13, 2023, and subsequent statements of changes in beneficial ownership on file with the SEC. Information regarding the company’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Six Flags’ Form 10-K for the year ended January 1, 2023 filed with the SEC on March 7, 2023 and its proxy statement filed with the SEC on March 28, 2023, and subsequent statements of changes in beneficial ownership on file with the SEC. Additional information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security holdings or otherwise, are contained in the proxy statement/prospectus and other relevant materials filed with the SEC when they become available.


No Offer or Solicitation

This communication is for informational purposes and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


Footnotes
(1)See the following financial statements and Note 4 to those financial statements for a discussion of Adjusted EBITDA (a non-GAAP financial measure) and its reconciliation to net income (loss).
(2)Reflects revisions to be made to previously issued financial statements for immaterial errors in the unaudited interim financial statements for the periods ended April 3, 2022 and July 3, 2022 and revisions reflected herein for the unaudited financial statements for the quarterly periods ended October 2, 2022 and the audited annual financial statements for the period ended January 1, 2023 related to the recognition of stock-based compensation in the Company's annual report on Form 10-K for the three months ended January 1, 2023. As a result of these revisions, selling, general and administrative expense for the three-month and twelve-month periods ended January 1, 2023, increased by $3.3 million and $7.6 million, respectively, as compared to the previously reported figures in the statements of operations. Stock-based compensation increased by $7.6 million in the statement of cash flows. Accumulated deficit decreased and capital in excess of par value increased by $15.2 million as of January 1, 2023 on our balance sheet.
(3)During 2023, the company reclassified the net pension-related expense (benefit) to “Other (income) expense, net”, in our consolidated statements of operations. This reclassification has been reflected in all periods presented. As a result, Adjusted EBITDA for the three-month period and the twelve-month period ended January 1, 2023, declined by $0.3 million and $4.2 million, respectively, as compared to the previously reported figures.
(4)The company uses certain per capita operational metrics that measure the performance of our business on a per guest basis and believe that these metrics provide relevant and useful information for investors because they assist in comparing our operating performance on a consistent basis, make it easier to compare our results with those of other companies and our industry and allows investors to review performance in the same manner as our management.
•Total guest spending per capita is the total revenue generated from our guests, on a per guest basis, through admissions and in-park spending. Total guest spending per capita is calculated by dividing the sum of Park admissions revenue and Park food merchandise and other revenue by total attendance.
•Admissions revenue per capita is the total revenue generated from our guests, on a per guest basis, to enter our parks. Admissions revenue per capita is calculated by dividing Park admission revenue by total attendance.
•Non-admissions revenue per capita is the total revenue generated from our guests, on a per guest basis, on items sold within our parks, such as food, games and merchandise. Non-admission revenue per capita is calculated by dividing Park food, merchandise and other revenue by total attendance.
(5)“Cash operating costs” includes operating expenses (excluding depreciation and amortization) and selling, general and administrative expenses (excluding stock-based compensation). "Cash operating costs" also excludes the $38 million self-insurance reserves estimate adjustment in second quarter 2023 and the $15 million in merger-related transaction costs in fourth quarter 2023.


Statement of Operations Data
Three Months Ended Year Ended
(Amounts in thousands, except per share data)December 31, 2023January 1, 2023December 31, 2023January 1, 2023
Park admissions$142,072 $140,149 $743,657 $735,415 
Park food, merchandise and other133,755 124,516 614,036 570,965 
Sponsorship, international agreements and accommodations16,724 15,211 68,210 51,856 
Total revenues292,551 279,876 1,425,903 1,358,236 
Operating expenses (excluding depreciation and amortization shown separately below)133,952 126,647 622,952 590,660 
Selling, general and administrative expenses (excluding depreciation and amortization shown separately below) (1) (2)
55,204 34,296 247,883 169,403 
Costs of products sold22,960 22,157 110,397 108,146 
Depreciation and amortization29,120 30,352 115,086 117,124 
Impairment of park assets22,956 16,943 22,956 16,943 
Loss on disposal of assets9,648 891 16,393 3,927 
Operating income18,711 48,590 290,236 352,033 
Interest expense, net40,196 33,885 158,256 141,590 
Loss on debt extinguishment— — 13,982 17,533 
Other (income) expense, net11,146 1,985 9,208 (84)
(Loss) income before income taxes(32,631)12,720 108,790 192,994 
Income tax (benefit) expense(10,235)2,703 22,290 46,960 
Net (loss) income$(22,396)$10,017 $86,500 $146,034 
Less: Net income attributable to noncontrolling interests— — (47,501)(44,651)
Net (loss) income attributable to Six Flags Entertainment Corporation$(22,396)$10,017 $38,999 $101,383 
Weighted-average common shares outstanding:
Basic:83,55683,15683,41084,366
Diluted:84,08483,23083,93584,695
(Loss) earnings per average common share outstanding:
Basic:$(0.27)$0.12 $0.47 $1.20 
Diluted:$(0.27)$0.12 $0.46 $1.20 
____________________________________________________________________________
(1)Includes stock-based compensation of $2,369 and $1,814 for the three-month periods ended December 31, 2023, and January 1, 2023, respectively, and stock-based compensation of $11,387 and $15,218 for the twelve-month periods ended December 31, 2023, and January 1, 2023.
(2)Reflects revisions to be made to previously issued financial statements for immaterial errors in the unaudited interim financial statements for the periods ended April 3, 2022 and July 3, 2022 and revisions reflected herein for the unaudited financial statements for the quarterly periods ended October 2, 2022 and the audited annual financial statements for the period ended January 1, 2023 related to the recognition of stock-based compensation in the Company's annual report on Form 10-K for the three months ended January 1, 2023. As a result of these revisions, selling, general and administrative expense for the three-month and twelve-month periods ended January 1, 2023, increased by $3.3 million and $7.6 million, respectively, as compared to the previously reported figures in the statements of operations. Stock-based compensation increased by $7.6 million in the statement of cash flows. Accumulated deficit decreased and capital in excess of par value increased by $15.2 million as of January 1, 2023 on our balance sheet.



As of
(Amounts in thousands, except share data)December 31, 2023January 1, 2023
ASSETS
Current assets:
Cash and cash equivalents$77,585 $80,122 
Accounts receivable, net62,660 49,405 
Inventories31,624 44,811 
Prepaid expenses and other current assets80,897 66,452 
Total current assets252,766 240,790 
Property and equipment, net:
Property and equipment, at cost2,733,094 2,592,485 
Accumulated depreciation(1,447,861)(1,350,739)
Total property and equipment, net1,285,233 1,241,746 
Goodwill659,618 659,618 
Intangible assets, net of accumulated amortization344,141 344,164 
Right-of-use operating leases, net134,857 158,838 
Other assets, net34,859 20,669 
Total assets$2,711,474 $2,665,825 
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable$27,235 $38,887 
Accrued compensation, payroll taxes and benefits18,957 15,224 
Self-insurance reserves64,605 34,053 
Accrued interest payable28,704 38,484 
Other accrued liabilities73,087 67,346 
Deferred revenue127,556 128,627 
Short-term borrowings56,867 — 
Current portion of long-term debt180,000 100,000 
Short-term lease liabilities10,514 11,688 
Total current liabilities587,525 434,309 
Noncurrent liabilities:
Long-term debt2,128,612 2,280,531 
Long-term lease liabilities155,335 164,804 
Other long-term liabilities27,263 30,714 
Deferred income taxes189,700 184,637 
Total liabilities3,088,435 3,094,995 
Redeemable noncontrolling interests520,998 521,395 
Stockholders' deficit:
Preferred stock, $1.00 par value— — 
Common stock, $0.025 par value, 280,000,000 shares authorized; 83,540,861, 83,178,294 and 83,152,582 shares issued and outstanding at October 1, 2023, January 1, 2023 and October 2, 2022, respectively2,112 2,079 
Capital in excess of par value (2)
1,131,208 1,119,222 
Accumulated deficit (2)
(1,961,603)(2,000,671)
Accumulated other comprehensive loss, net of tax(69,676)(71,195)
Total stockholders' deficit(897,959)(950,565)
Total liabilities and stockholders' deficit$2,711,474 $2,665,825 


Year Ended
(Amounts in thousands)December 31, 2023January 1, 2023
Cash flows from operating activities:
Net income$86,500 $146,034 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization115,086 117,124 
Stock-based compensation (2)
11,387 15,218 
Interest accretion on notes payable924 1,111 
Loss on debt extinguishment13,982 17,533 
Amortization of debt issuance costs5,356 7,097 
Loss on disposal of assets16,393 3,927 
Deferred income tax expense1,320 30,638 
Loss on impairment of park assets22,956 16,943 
Other(4,195)(3,088)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable(13,831)48,648 
(Increase) decrease inventories, prepaid expenses and other current assets(2,785)(28,856)
(Increase) decrease in deposits and other assets6,700 (11,720)
Decrease in ROU operating leases11,773 11,410 
(Decrease) increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities6,297 (79,585)
Decrease in operating lease liabilities(10,610)(11,003)
Decrease in accrued interest payable(9,780)(12,070)
Net cash provided by operating activities257,473 269,361 
Cash flows from investing activities:
Additions to property and equipment(171,814)(116,589)
Property insurance recoveries1,089 5,080 
Proceeds from sale of assets488 — 
Net cash used in investing activities(170,237)(111,509)
Cash flows from financing activities:
Repayment of borrowings(1,163,623)(460,000)
Proceeds from borrowings1,144,984 200,000 
Payment of debt issuance costs(19,678)— 
Stock repurchases— (96,774)
Redemption premium payments on debt extinguishment— (200)
Payment of cash dividends— 1,039 
Proceeds from issuance of common stock(8,587)— 
Payment of tax withholdings on equity-based compensation through shares withheld— (12,600)
Reduction in finance lease liability(999)(1,016)
Purchase of redeemable noncontrolling interest(328)(556)
Distributions to noncontrolling interests(47,533)(44,651)
Net cash used in financing activities(95,764)(414,758)
Effect of exchange rate on cash5,991 1,443 
Net decrease in cash and cash equivalents(2,537)(255,463)
Cash and cash equivalents at beginning of period80,122 335,585 
Cash and cash equivalents at end of period$77,585 $80,122 
Supplemental cash flow information
Cash paid for interest$164,571 $146,693 
Cash paid for income taxes$21,238 $10,637 


Definition and Reconciliation of Non-GAAP Financial Measures
We prepare our financial statements in accordance with United States generally accepted accounting principles ("GAAP"). In our press release, we make reference to non-GAAP financial measures including Modified EBITDA and Adjusted EBITDA. The definition for each of these non-GAAP financial measures is set forth below in the notes to the reconciliation tables. We believe that these non-GAAP financial measures provide important and useful information for investors to facilitate a comparison of our operating performance on a consistent basis from period to period and make it easier to compare our results with those of other companies in our industry. We use these measures for internal planning and forecasting purposes, to evaluate ongoing operations and our performance generally, and in our annual and long-term incentive plans. By providing these measures, we provide our investors with the ability to review our performance in the same manner as our management.
However, because these non-GAAP financial measures are not determined in accordance with GAAP, they are susceptible to varying calculations, and not all companies calculate these measures in the same manner. As a result, these non-GAAP financial measures as presented may not be directly comparable to a similarly titled non-GAAP financial measure presented by another company. These non-GAAP financial measures are presented as supplemental information and not as alternatives to any GAAP financial measures. When reviewing a non-GAAP financial measure, we encourage our investors to fully review and consider the related reconciliation as detailed below.
The following tables set forth a reconciliation of net income to Adjusted EBITDA for the three-month periods and twelve-month periods ended December 31, 2023, and January 1, 2023:
Three Months EndedTwelve Months Ended
(Amounts in thousands, except per share data)December 31, 2023January 1, 2023December 31, 2023January 1, 2023
Net (loss) income$(22,396)$10,017 $86,500 $146,034 
Income tax (benefit) expense(10,235)2,703 22,290 46,960 
Other (income) expense, net (3)
11,146 1,985 9,208 (84)
Loss on debt extinguishment— — 13,982 17,533 
Interest expense, net40,196 33,885 158,256 141,590 
Loss on disposal of assets9,648 891 16,393 3,927 
Depreciation and amortization29,120 30,352 115,086 117,124 
Impairment of park assets22,956 16,943 22,956 16,943 
Stock-based compensation (2)
2,369 1,814 11,387 15,218 
Merger-related transaction costs15,386 — 15,386 — 
Self-insurance reserve adjustment (4)
— — 37,558 — 
Modified EBITDA (5)
$98,190 $98,590 $509,002 $505,245 
Third party interest in EBITDA of certain operations (6)
— — (47,501)(44,651)
Adjusted EBITDA (5)
$98,190 $98,590 $461,501 $460,594 
____________________________________________________________________________
(3)Amounts recorded as “Other (income) expense, net” include certain non-recurring costs incurred in conjunction with changes made to our organizational structure in December 2021. During 2023, we reclassified the net pension-related expense (benefit) to other (income) expense, net. in our consolidated statements of operations. This reclassification has been reflected in all periods presented. As a result of this reclassification, Adjusted EBITDA for the three-month and twelve-month periods ended January 1, 2023, declined by $0.3 million and $4.2 million, respectively, as compared to the previously reported figures.
(4)Amount relates to an adjustment to our self-insurance reserves resulting from a change in accounting estimate that increased our ultimate loss indications on both identified claims and incurred but not reported claims, as discussed in more detail above in our review of second quarter 2023 results. We have excluded this adjustment from our reported Adjusted EBITDA because we believe (i) the change in actuarial assumptions and related change in accounting estimate that gave rise to the adjustment is unusual and not expected to be recurring; (ii) excluding it provides more meaningful comparisons to our historical results; and (iii) excluding it provides more meaningful comparisons to other companies in our industry.
(5)Modified EBITDA,” a non-GAAP measure, is defined as our consolidated income (loss) from continuing operations: excluding the following: the cumulative effect of changes in accounting principles, discontinued operations gains or losses, income tax expense or benefit, restructure costs or recoveries, reorganization items (net), other income or expense, gain or loss on early extinguishment of debt, equity in income or loss of investees, interest expense (net), gain or loss on disposal of assets, gain or loss on the sale of investees, amortization, depreciation, stock-based compensation, fresh start accounting valuation adjustments and other significant non-recurring items. Modified EBITDA, as defined herein, may differ from similarly titled measures presented by other companies. Management uses non-GAAP measures for budgeting purposes, measuring actual results, allocating resources and in determining employee incentive compensation. We believe that Modified EBITDA provides relevant and useful information for investors because it assists in comparing our operating performance on a consistent basis, makes it easier to compare our results with those of other companies in our industry as it most closely ties our performance to that of our competitors from a park-level perspective and allows investors to review performance in the same manner as our management.


"Adjusted EBITDA," a non-GAAP measure, is defined as Modified EBITDA minus the interests of third parties in the Modified EBITDA of properties that are less than wholly owned (consisting of Six Flags Over Georgia, Six Flags White Water Atlanta and Six Flags Over Texas). Adjusted EBITDA is approximately equal to “Parent Consolidated Adjusted EBITDA” as defined in our secured credit agreement, except that Parent Consolidated Adjusted EBITDA excludes Adjusted EBITDA from equity investees that is not distributed to us in cash on a net basis and has limitations on the amounts of certain expenses that are excluded from the calculation. Adjusted EBITDA as defined herein may differ from similarly titled measures presented by other companies. Our board of directors and management use Adjusted EBITDA to measure our performance and our current management incentive compensation plans are based largely on Adjusted EBITDA. We believe that Adjusted EBITDA is frequently used by all our sell-side analysts and most investors as their primary measure of our performance in the evaluation of companies in our industry. In addition, the instruments governing our indebtedness use Adjusted EBITDA to measure our compliance with certain covenants and, in certain circumstances, our ability to make certain borrowings. Adjusted EBITDA, as computed by us, may not be comparable to similar metrics used by other companies in our industry.
(6)Represents interests of non-controlling interests in the Adjusted EBITDA of Six Flags Over Georgia, Six Flags Over Texas and Six Flags White Water Atlanta.





v3.24.0.1
Document and Entity Information
Feb. 29, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 29, 2024
Entity Registrant Name Six Flags Entertainment Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 1-13703
Entity Tax Identification Number 13-3995059
Entity Address, Address Line One 1000 Ballpark Way Suite 400
Entity Address, City or Town Arlington
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76011
City Area Code 972
Local Phone Number 595-5000
Written Communications true
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.025 par value per share
Trading Symbol SIX
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000701374
Amendment Flag false
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