SIX FLAGS ENTERTAINMENT CORP MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

The following discussion and analysis contains forward-looking statements
relating to future events or our future financial performance, which involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements. Please see the discussion
regarding forward-looking statements included under the caption "Cautionary
Note Regarding Forward-Looking Statements" included elsewhere in this Quarterly
Report and "Item 1A. Risk Factors" in the 2021 Annual Report and in this
Quarterly Report for further discussion of the uncertainties, risks and
assumptions associated with these statements.

The following discussion and analysis presents information that we believe is
relevant to an assessment and understanding of our condensed consolidated
balance sheets and results of operations. This information should be read in
conjunction with the condensed consolidated financial statements, and the notes
thereto, and other financial data included elsewhere in this Quarterly Report.
The following information should also be read in conjunction with our audited
consolidated financial statements, and the notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
2021 Annual Report.

Overview

General

We are the largest regional theme park operator in the world and the largest
operator of waterparks in North America based on the number of parks we operate.
Of our 27 regional theme parks and waterparks, 24 are located in the United
States, two are located in Mexico and one is located in Montreal, Canada. Our
parks are located in geographically diverse markets across North America and
generally offer a broad selection of state-of-the-art and traditional thrill
rides, water attractions, themed areas, concerts and shows, restaurants, game
venues and retail outlets, providing a complete family-oriented entertainment
experience. We work continuously to improve our parks and our guests'
experiences and to meet our guests' evolving needs and preferences.

The results of operations for the three and six months ended July 3, 2022 and
July 4, 2021, are not indicative of the results expected for the full year.
Typically, our park operations generate more than half of their annual revenue
during the period from Memorial Day to Labor Day each year while expenses are
incurred year-round. During the first quarter of 2021, many of our parks
remained closed or had capacity limits or other restrictions affecting
attendance; however, we had a lesser amount of COVID-19 related impact to the
second quarter of 2021.

Our revenue is derived from (i) the sale of tickets (including season passes,
summer passes, annual passes and memberships) for entrance to our parks (which
accounted for approximately 55% and 53% of total revenue during the six months
ended July 3, 2022 and July 4, 2021, respectively), (ii) the sale of food and
beverages, merchandise, games and attractions, parking and other services inside
our parks, and (iii) sponsorship, international agreements and accommodations.
Revenue from ticket sales and in-park sales are primarily impacted by park
attendance and guest spending. Revenue from sponsorship, international
agreements and accommodations can be impacted by the term, timing and extent of
services and fees under these arrangements, which can result in fluctuations
from quarter to quarter and year to year. During the six months ended July 3,
2022, our earnings before interest, taxes, depreciation and amortization
increased $15.0 million compared to the prior year. The increase was driven by
increased guest spending per capita and cost savings in both operating expenses
and sales, general and administrative expenses.

Our principal costs of operations include salaries and wages, employee benefits,
advertising, third party services, repairs and maintenance, utilities, rent and
insurance. A large portion of our expenses is relatively fixed when our parks
are operating, as our costs for full-time employees, maintenance, utilities,
rent, and insurance do not vary significantly with attendance.

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Significant Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States ("U.S. GAAP") requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses earned
and incurred during the reporting period. Critical accounting estimates are
fundamental to the portrayal of both our financial condition and results of
operations and often require difficult, subjective and complex estimates and
judgments. We evaluate our estimates and assumptions on an ongoing basis using
historical experience and other factors, including the current economic
environment, which we believe to be reasonable under the circumstances. We
adjust such estimates and assumptions when facts and circumstances dictate. As
future events and their effects cannot be determined with precision, actual
results could differ significantly from these estimates. Changes in these
estimates resulting from the continuing changes in the economic environment will
be reflected in the financial statements in future periods. With respect to our
critical accounting policies and estimates, there have been no material
developments or changes from the policies and estimates discussed in the 2021
Annual Report.

Recent Events

On June 20, 2022, justin huntVice President, Controller and Chief Accountant of Six Flags Entertainment Company resigned from the Company with effect July 15, 2022.



Effective July 16, 2022, the Company's Chief Financial Officer, Mr. Gary Mick
assumed the roles of Controller and Principal Accounting Officer on an interim
basis while the Company conducts a search process to identify its next
Controller and Principal Accounting Officer.

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Results of Operations

Three months completed July 3, 2022 Compared to the three months ended July 4, 2021

The following table presents summarized financial information for the three months ended July 3, 2022 and July 4, 2021:

                                                            Three Months Ended            Percentage Change (%)
(Amounts in thousands, except percentage and per
capita data)                                          July 3, 2022      July 4, 2021          2022 to 2021
Total revenue                                        $      435,422    $      459,787                  (5)     %
Operating expenses                                          173,582           183,768                  (6)     %
Selling, general and administrative expenses                 53,573            50,205                    7     %
Cost of products sold                                        35,710            39,194                  (9)     %
Other net periodic pension benefit                          (1,920)           (1,690)                   14     %
Depreciation and amortization                                27,537            28,052                  (2)     %
Loss on disposal of assets                                       98               719                   NM
Interest expense, net                                        35,978            38,048                  (5)     %
Loss on extinguishment of debt                               17,533                 -                  N/M
Other expense, net                                              898               831                    8     %
Income before income taxes                                   92,433        
  120,660                 (23)     %
Income tax expense                                           24,716            29,257                 (16)     %
Net income                                                   67,717            91,403                 (26)     %
Less: Net income attributable to noncontrolling
interests                                                  (22,325)          (20,883)                    7     %
Net income attributable to Six Flags
Entertainment Corporation                            $       45,392    $   
   70,520                 (36)     %

Other Data:
Attendance                                                    6,652             8,550                 (22)     %


Revenue
Revenue recognized for the three months ended July 3, 2022, totaled $435.4
million, a decrease of $24.4 million, or 5%, compared to the $459.8 million
recognized for the three months ended July 4, 2021. The decrease was
attributable to an attendance decrease of 22% and a $5.0 million decrease in
"Sponsorship, international agreements and accommodations" revenue. The decrease
in attendance was net of a favorable visitation shift of approximately 200
thousand guests from the first quarter to the second quarter of 2022 due to the
later timing of the Easter holiday in 2022, which caused some schools to
schedule spring-break vacations in the second quarter of 2022 versus the first
quarter in 2021.

Total guest spending per capita, which excludes sponsorship, international
agreements and accommodations revenue, for the three months ended July 3, 2022,
increased by $11.93, to $63.87, compared to the three months ended July 4, 2021,
driven by a $7.67, or 27%, increase in admissions revenue per capita and a
$4.26, or 18%, increase in In-park spending per capita. The higher admissions
per capita reflects higher realized ticket pricing and a higher mix of single
day guests. The increase in In-park spending per capita reflects the benefits of
our revenue management initiatives related to our premiumization strategy and
in-park initiatives.

Operating expenses
Operating expenses for the three months ended July 3, 2022, decreased $10.2
million, or 6%, compared to the three months ended July 4, 2021, primarily as a
result of lower labor expenditures at the parks due to a reduction in operating
hours and more efficient labor scheduling, which offset higher wage rates, as
well as the moving of some back-office functions to a shared-services center,
which shifted some operating costs to selling, general and administrative
expenses.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended July 3,
2022, increased $3.4 million, or 7%, compared to the three months ended July 4,
2021. The increase was primarily related to the moving of some back-office
functions to a shared-services center, which shifted a portion of costs from
operating expenses to selling, general and

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administrative costs, offset by lower advertising costs. All business expenses are included in selling, general and administrative expenses rather than operating expenses.

Cost of products sold

Cost of products sold in the three months ended July 3, 2022, decreased $3.5
million, or 9%, compared to the three months ended July 4, 2021, primarily as a
result of a decrease in total sales. Costs of products sold as a percentage of
in-park revenue for the three months ended July 3, 2022 decreased slightly
relative to the prior year period, primarily as a result of the mix of in-park
revenue, an increase in retail prices, and a reduction in membership discounts,
offset by higher unit costs for food and retail items.

Depreciation and amortization

Depreciation and amortization expense for the three months ended July 3, 2022,
decreased $0.5 million, or 2%, compared to the three months ended July 4, 2021.
The decrease in depreciation and amortization expense is primarily the result of
decreased capital expenditures during 2020 due to the COVID-19 pandemic.

Capital loss on disposal of assets

We recognized a $0.1 million loss on disposal of assets for the three months
ended July 3, 2022, compared to a loss on disposal of assets of $0.7 million for
the three months ended July 4, 2021. These losses on disposal of assets were
primarily driven by the write-off of assets in conjunction with our ongoing
capital plan.

Interest expense, net

Interest expense, net decreased $2.1 million, or 5%, for the three months ended
July 3, 2022. The decrease is primarily attributable to lower effective interest
rates on the unhedged portion of our Second Amended and Restated Term Loan B due
to the termination of the August 2019 Swap Agreements on March 24, 2022.

Loss on extinguishment of debt

Loss on debt extinguishment was $17.5 million for the six months ended July 3,
2022. We incurred a $17.5 million charge upon the repayment of $360.0 million of
the 2025 Notes containing $12.6 million for the premium paid above par and $5.0
million for the write-off of deferred financing costs related to the
transaction.

Income tax expense (benefit)

Income tax expense for the three months ended July 3, 2022 was $24.7 million
reflecting an effective tax rate of 27%. The difference between our effective
tax rate and the federal statutory rate primarily results from state and foreign
income taxes and certain nondeductible expenses, including nondeductible
executive compensation and a $4.0 million discrete tax assessment in Mexico.

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Operating results

Semester completed July 3, 2022 Compared to the half-year ended July 4, 2021

The following table presents summarized financial information for the six months ended July 3, 2022 and July 4, 2021:

                                                             Six Months Ended             Percentage Change (%)
(Amounts in thousands, except per capita data)        July 3, 2022      July 4, 2021          2022 to 2021
Total revenue                                        $      573,529    $      541,811                    6 %
Operating expenses                                          283,526           276,411                    3 %
Selling, general and administrative expenses                 92,905            86,331                    8 %
Costs of products sold                                       45,825            46,409                  (1) %
Other net periodic pension benefit                          (3,371)           (3,333)                    1 %
Depreciation and amortization                                56,586            56,885                  (1) %
(Gain) loss on disposal of assets                           (2,002)             1,239                  (1) %
Interest expense, net                                        73,508            76,468                  (4) %
Loss on debt extinguishment                                  17,533                 -                  N/M
Other expense, net                                            1,361             8,450                 (84) %
Income (loss) before income taxes                             7,658           (7,049)                  N/M
Income tax expense (benefit)                                  5,603           (2,613)                  N/M
Net income (loss)                                             2,055           (4,436)                  N/M
Less: Net income attributable to noncontrolling
interests                                                  (22,325)          (20,883)                    7 %
Net loss attributable to Six Flags Entertainment
Corporation                                          $     (20,270)    $     (25,319)                 (20)     %

Other Data:
Attendance                                                    8,339             9,895                 (16)     %


Revenue

Revenue recognized for the six months ended July 3, 2022, totaled $573.5
million, an increase of $31.7 million, or 6%, compared to the $541.8 million
recognized for the six months ended July 4, 2021. The increase was attributable
to an increase in operating days in the first quarter of 2022 compared to the
first quarter of 2021, which was negatively impacted by pandemic-related
closures and restrictions.

Total guest spending per capita, which excludes sponsorship, international
agreements and accommodations revenue, for the six months ended July 3, 2022,
increased by $13.70, to $66.21, compared to the six months ended July 4, 2021,
driven by a $8.49, or 29%, increase in admissions revenue per capita and a
$5.21, or 22%, increase in In-park spending per capita. The higher admissions
per capita reflects higher realized ticket pricing and a higher mix of single
day guests. The increase in In-park spending per capita reflects the benefits of
our revenue management initiatives related to our premiumization strategy and
in-park initiatives.

Operating expenses

Operating expenses for the six months ended July 3, 2022, increased $7.1
million, or 3%, compared to the six months ended July 4, 2021. These increases
were primarily a result of increased operating days at our California and Mexico
parks in the first quarter of 2022, as these parks were closed due to COVID-19
during the first quarter of 2021. The additional operating days in the first
quarter and impacts from inflation drove the increase in salaries, wages,
utilities and maintenance. This increase was partially offset by a decrease in
operating days and operating hours in the second quarter, which was the result
of park optimization initiatives.

Selling, general and administrative expenses

Selling, general and administrative expenses for the six months ended July 3,
2022, increased $6.6 million, or 8%, compared to the six months ended July 4,
2021. The increase was primarily related to the moving of some back-office
functions to a shared-services center which shifted a portion of costs from
operating expenses to selling, general and

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administrative costs, offset by lower advertising costs. All business expenses are included in selling, general and administrative expenses rather than operating expenses.

Cost of products sold

Cost of products sold in the six months ended July 3, 2022, decreased $0.6
million, or 1%, compared to the six months ended July 4, 2021, primarily as a
result of a decrease in total items sold. Costs of products sold as a percentage
of in-park revenue for the six months ended July 3, 2022 decreased slightly
relative to the prior year period, primarily as a result of the mix of in-park
revenue, an increase in retail prices, and a reduction in membership discounts,
offset by higher unit costs of food and retail items

Depreciation and amortization

Depreciation and amortization expense for the six months ended July 3, 2022,
decreased $0.3 million, or 1%, compared to the six months ended July 4, 2021.
The decrease in depreciation and amortization expense is primarily the result of
decreased capital expenditures during 2020 due to the COVID-19 pandemic.

(Gain) loss on disposal of assets

We recognized a $2.0 million gain on disposal of assets for the six months ended
July 3, 2022, compared to a loss on disposal of assets of $1.2 million for the
six months ended July 4, 2021. The $2.0 million gain on disposal of assets for
the six months ended July 3, 2022 was driven by insurance proceeds reimbursing
for prior year losses at multiple parks.

Interest expense, net

Interest expense, net decreased $3.0 million, or 4%, for the six months ended
July 3, 2022. The decrease is primarily attributable to lower interest rates on
the unhedged portion of our Second Amended and Restated Term Loan B.

Loss on extinguishment of debt

Loss on debt extinguishment was $17.5 million for the six months ended July 3,
2022. We incurred a $17.5 million charge upon the repayment of $360.0 million of
the 2025 Notes containing $12.6 million for the premium paid above par and $5.0
million for the write-off of deferred financing costs related to the
transaction.

Income tax expense (benefit)

Income tax expense for the six months ended July 3, 2022, was $5.6 million. The
difference between the federal statuatory rate and our effective tax rate was
driven by a $4.0 million discrete tax assessment in Mexico. Our income tax
expense was also driven by state and foreign income taxes and nondeductible
expenses, including certain nondeductible executive compensation.

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Calculation of EBITDA for the three and six months ended July 3, 2022 and July 4, 2021

We run our business primarily with three different metrics; Modified EBITDA, Adjusted EBITDA and Adjusted EBITDA less capex.

"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, and fresh start
accounting valuation adjustments. 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.

"Adjusted EBITDA minus capex," a non-GAAP measure, is defined as Modified EBITDA
minus capital expenditures net of property insurance recoveries. 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 minus capex. Adjusted EBITDA minus capex as defined herein may differ
from similarly titled measures presented by other companies.

Modified EBITDA, Adjusted EBITDA and Adjusted EBITDA minus capex are not
recognized terms under US GAAP and should not be considered in isolation or as a
substitute for a measure of our financial performance prepared in accordance
with US GAAP. These metrics are not indicative of income or loss as determined
under US GAAP. Modified EBITDA, Adjusted EBITDA and Adjusted EBITDA minus capex
as presented may not be comparable to similarly titled measures of other
companies due to varying methods of calculation.

The following tables set forth a reconciliation of net income (loss) to Modified
EBITDA, Adjusted EBITDA and Adjusted EBITDA minus capex for the three and six
month periods ended July 3, 2022 and July 4, 2021:

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                                                                   Three Months Ended                   Six Months Ended
(Amounts in thousands, except per share data)                July 3, 2022      July 4, 2021      July 3, 2022      July 4, 2021
Net income (loss)                                           $       67,717 

$91,403 $2,055 ($4,436)
Income tax expense (benefit)

                                        24,716            29,257             5,603           (2,613)
Other expense, net                                                     898               831             1,361             8,450
Loss on debt extinguishment                                         17,533                 -            17,533                 -
Interest expense, net                                               35,978            38,048            73,508            76,468
Loss (gain) on disposal of assets                                       98 
             719           (2,002)             1,239
Amortization                                                             5                 5                11                11
Depreciation                                                        27,532            28,047            56,575            56,874
Stock-based compensation                                             3,223             3,001             7,448             9,638
Modified EBITDA                                                    177,700           191,311           162,092           145,631
Third party interest in EBITDA of certain operations              (22,325)          (20,883)          (22,325)          (20,883)
Adjusted EBITDA                                             $      155,375 

$170,428 $139,767 $124,748
Capital expenditures, net of property insurance recovery (26,352)

(19,117) (55,342) (42,250) Adjusted EBITDA less capex

                                 $      129,023  

$151,311 $84,425 $82,498


Adjusted EBITDA for the three months ended July 3, 2022, decreased $15.1 million
compared to the three months ended July 4, 2021. This was primarily driven by a
$24.3 million decrease in revenue for the period. This decrease was partially
offset by cost savings in both operating expenses and sales, general and
administrative expenses. Capital expenditures, net of property insurance
recovery, increased by $40.9 million due to decreased spending in the prior year
period when COVID-19 created economic uncertainty.

Adjusted EBITDA for the six months ended July 3, 2022, increased $15.0 million
compared to the six months ended July 4, 2021. This was primarily driven by a
$31.7 million increase in revenue due to the resumption of operations at our
parks in California and Mexico, which were not open during the first quarter
2021 due to the COVID-19 pandemic. Revenue gains were partially offset by higher
operating costs due to the increase in overall operating days. Capital
expenditures, net of property insurance recovery, increased by $46.7 million due
decreased spending in the prior year period when COVID-19 led to more
uncertainty and decreased capital spending during the first and second quarters.

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Liquidity, capital commitments and resources

On an annual basis, our principal sources of liquidity are cash generated from
operations, funds from borrowings and existing cash on hand. Our principal uses
of cash typically include the funding of working capital obligations, debt
service, investments in parks (including capital projects), common stock
dividends, payments to our partners in the Partnership Parks, and common stock
repurchases.

Holdings did not pay any dividends during the six months ended July 3, 2022 and
July 4, 2021. During the six months ended July 4, 2021, we paid $0.2 million to
employees with dividend equivalent rights for previously declared dividends due
upon the vesting of the related shares. These dividends were declared prior to
the suspension of dividend payments in connection with the increase in the
Second Amended and Restated Revolving Loan in April 2020.

As of August 8, 2022, Holdings has repurchased 8,071,000 shares of common stock
at a cumulative cost of approximately $365.1 million and an average cost per
share of $45.24 under its approved stock repurchase program, leaving
approximately $134.9 million available for permitted repurchases. The stock
price of Holdings' common stock could be adversely affected if our cash dividend
rate or common stock repurchase activity differs from investors' expectations.

Based on historical and anticipated operating results, we believe cash flow from
operations, available cash and amounts available under the Second Amended and
Restated Credit Facility will be adequate to meet our liquidity needs for at
least the next twelve months, including any anticipated requirements for working
capital, capital expenditures, scheduled debt service and obligations under
arrangements relating to the Partnership Parks. Additionally, we expect to be
able to use federal net operating loss carryforwards to reduce our federal
income tax liability for several years. For the years 2022 through 2024, we have
significant federal net operating loss carryforwards subject to an annual
limitation that will offset approximately $32.5 million of taxable income per
year. We expect taxable income in excess of the annual limitation in those years
will be offset by net operating losses generated during 2020. In accordance with
the CARES Act, net operating loss carryforwards generated in 2020 are not
subject to expiration and will carryforward indefinitely.

Our current and future liquidity is greatly dependent upon our operating
results, which are driven largely by overall economic conditions as well as the
price and perceived quality of the entertainment experience at our parks. Our
liquidity could also be adversely affected by a disruption in the availability
of credit as well as unfavorable weather; natural disasters; contagious
diseases, such as Ebola, Zika, swine flu, COVID-19, Monkeypox or other diseases;
accidents or the occurrence of an event or condition at our parks, including
terrorist acts or threats inside or outside of our parks; negative publicity; or
significant local competitive events, which could materially reduce paid
attendance and revenue related to that attendance at any of our parks. While we
work with local police authorities on security-related precautions to prevent
certain types of disturbances, we can make no assurance that these precautions
will be able to prevent these types of occurrences. However, we believe our
ownership of many parks in different geographic locations reduces the effects of
adverse weather and these other types of occurrences on our consolidated
results. If such an adverse event were to occur, we may be unable to borrow
under the Second Amended and Restated Revolving Loan or may be required to repay
amounts outstanding under the Second Amended and Restated Credit Facility and/or
may need to seek additional financing. In addition, we expect we may be required
to seek additional financing to refinance all or a significant portion of our
existing debt on or prior to maturity. The degree to which we are leveraged
could adversely affect our ability to obtain any additional financing. See
"Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk
Factors" in the 2021 Annual Report and in this Quarterly Report.

On July 1, 2022, we redeemed $360.0 million in aggregate principal amount of our
senior secured 7.000% Notes due 2025 at a redemption price of 103.5%. We
recorded a loss on debt extinguishment of $17.5 million in connection with the
redemption. As of July 3, 2022, our total indebtedness, net of discount and
deferred financing costs, was approximately $2,477.9 million. As of July 3,
2022, based on (i) non-revolving credit debt outstanding on that date,
(ii) estimated interest rates for floating-rate debt, and (iii) the 2024 Notes,
the 2025 Notes and the 2027 Notes, we anticipate annual cash interest payments
of approximately $150 million and $130 million during 2022 and 2023,
respectively.

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As of July 3, 2022, we had approximately $74.8 million of unrestricted cash and
$129.0 million available for borrowing under the Second Amended and Restated
Revolving Loan. Our ability to borrow under the Second Amended and Restated
Revolving Loan depends on compliance with certain conditions, including a
maximum senior secured net leverage maintenance covenant, a minimum liquidity
covenant, and the absence of any material adverse change in our business or
financial condition. If we were to become unable to borrow under the Second
Amended and Restated Revolving Loan, and we failed to meet our projected results
from operations significantly, we might be unable to pay in full our off-season
obligations. A default under the Second Amended and Restated Revolving Loan
could permit the lenders under the Second Amended and Restated Credit Facility
to accelerate the obligations thereunder. The Second Amended and Restated
Revolving Loan expires on April 17, 2024. The terms and availability of the
Second Amended and Restated Credit Facility and other indebtedness are not
affected by changes in the ratings issued by rating agencies in respect of our
indebtedness. For a more detailed description of our indebtedness, see Note 3 to
the unaudited condensed consolidated financial statements included in this
Quarterly Report.

We regularly make capital investments for new rides and attractions in our
parks. In addition, each year we make capital investments in the food, retail,
games and other in-park areas to increase guest spending per capita. We also
make annual enhancements to theming and landscaping of our parks in order to
provide a more complete family-oriented entertainment experience; and invest in
our information technology infrastructure to attain operational efficiencies. We
regularly perform maintenance capital enhancements, with most expenditures made
during the off-season. Repairs and maintenance costs for materials and services
associated with maintaining assets, such as painting and inspecting existing
rides, are expensed as incurred and are not included in capital expenditures.

During the six months ended July 3, 2022, net cash provided by operating
activities was $63.2 million, compared to net cash provided by operating
activities of $129.3 million in the prior year period. Net cash used in
investing activities during the six months ended July 3, 2022, and July 4, 2021,
was $55.3 million and $42.2 million, respectively, consisting primarily of
capital expenditures, net of property insurance recoveries. The additional
investment spending in during the six months ended July 3, 2022 reflects the
reduction in the effects of COVID-19 on our capital budget. Net cash used in
financing activities during the six months ended July 3, 2022, was $269.0
million and was primarily due to the repayment of $360.0 million repayment on
the 2025 Notes and $96.8 million in stock repurchases, which was partially
offset by borrowing of $200.0 million on the Second Amended and Restated
Revolving Loan. Net cash provided by financing activities was $7.9 million
during the six months ended July 4, 2021, primarily due to the exercise of stock
options.

Since our business is both seasonal in nature and involves significant levels of
cash transactions, our net operating cash flows are largely driven by attendance
and guest spending per capita levels. Most of our cash-based expenses are
relatively fixed and do not vary significantly with either attendance or
spending per capita assuming that the parks are operating in the normal course.

As the war in Ukraine has continued and sanctions, export controls and other
measures are imposed against Russia, Belarus and specific areas of Ukraine, the
war is increasingly affecting the global economy and financial markets, as well
as exacerbating ongoing economic challenges, including rising inflation and
global supply-chain disruption. We will continue to monitor the impacts of the
Russia-Ukraine war on macroeconomic conditions and continually assess the effect
these matters may have on consumer demand, our suppliers' ability to deliver
products, cybersecurity risks and our liquidity and access to capital.

                                       35

  Table of Contents

Contractual Obligations

Since January 2, 2022, there have been no material changes to the contractual
obligations of the Company outside the ordinary course of the Company's business
outside of the early paydown of $360 million on the 2025 Notes.

                                                                       Payment Due by Period
(Amounts in thousands)                        2022       2023 - 2024      2025 - 2026      2027 and beyond       Total
Long-term debt including current portion
(2025 Notes and Second Amended and
Restated Revolving Loan) (1)                $      -    $     200,000    $     365,000    $               -    $ 565,000
Interest on 2025 Notes (1)                    11,803           46,583            6,951                    -       65,337

(1) See note 3 of the condensed consolidated financial statements included elsewhere in this quarterly report for a more in-depth analysis of long-term debt.

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