Six Flags Entertainment Corporation/NEWFUN
Six Flags Entertainment Corporation/NEW Goodwill & Intangibles Disclosure
Goodwill and Other Intangible Assets:
The goodwill acquired in the Mergers has been allocated to the following reporting units: Six Flags Fiesta Texas, Six Flags Great Adventure (including Six Flags Hurricane Harbor New Jersey and Wild Safari Adventure), Six Flags Great America (including Six Flags Hurricane Harbor Chicago), Six Flags Magic Mountain (including Six Flags Hurricane Harbor Los Angeles), Six Flags Mexico (including Six Flags Hurricane Harbor Oaxtepec), Six Flags New England, Six Flags Over Georgia (including Six Flags White Water), and Six Flags Over Texas (including Six Flags Hurricane Harbor Arlington). These reporting units' fair value exceeded their carrying values by less than 10% upon allocation. The Six Flags trade name was also acquired in the Mergers and was valued at $850.0 million upon acquisition. The Six Flags trade name is an indefinite-lived intangible asset.
Goodwill and other indefinite-lived intangible assets, including trade names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. In connection with the preparation of the financial statements for the third quarter of 2025, management tested the Former Six Flags reporting units, including Six Flags Fiesta Texas, Six Flags Great Adventure, Six Flags Great America, Six Flags Magic Mountain, Six Flags Mexico, Six Flags New England, Six Flags Over Georgia and Six Flags Over Texas, and the Schlitterbahn reporting unit, as well as the Six Flags trade name and Schlitterbahn trade name for impairment. These reporting units and trade names were tested for impairment due to a decline in estimated future cash flows as a result of revenue and earnings not meeting expectations through the more seasonally significant third quarter, as well as due to a more significant, sustained decline in the Company's share price through the third quarter when compared to industry peers. In connection with the preparation of the financial statements for the third quarter, which includes the peak summer months of July and August and by itself can account for nearly half of full year attendance and over half of full year earnings, management had greater clarity regarding performance trends and full year results. Management concluded the estimated fair value of the Six Flags Fiesta Texas, Six Flags Great Adventure, Six Flags Great America, Six Flags Magic Mountain, Six Flags Mexico, Six Flags Over Georgia, Six Flags Over Texas, and the Schlitterbahn reporting units no longer exceeded their carrying values resulting in impairment charges recorded during the third quarter of 2025 of $103.8 million, $97.4 million, $192.8 million, $533.7 million, $89.3 million, $187.9 million, $86.8 million and $50.7 million, respectively. Management also concluded the estimated fair value of the Six Flags trade name and Schlitterbahn trade name no longer exceeded their carrying values resulting in impairment charges recorded during the third quarter of 2025 of $169.3 million and $6.4 million, respectively. The impairment charges were equal to the amount by which the carrying amounts exceeded fair value and were recorded in "" within the consolidated statements of operations and comprehensive (loss) income.
The Schlitterbahn trade name and Schlitterbahn reporting unit were also tested for impairment during the third quarter of 2024 due to a decline in estimated future cash flows as a result of changes in planned capital allocations across the Company portfolio following the Mergers. Management concluded the estimated fair value of the Schlitterbahn reporting unit no longer exceeded its
carrying value resulting in a $42.5 million impairment recorded during the third quarter of 2024. The impairment charge was equal to the amount by which the carrying amount exceeded fair value and was recorded in "Loss on impairment of goodwill and other intangibles" within the consolidated statements of operations and comprehensive (loss) income.
Subsequent to the impairment adjustments described above, management performed its annual impairment test as of the first day of the fourth quarter in 2025, and concluded there was no further impairment of the carrying value of goodwill or other indefinite-lived intangible assets. Management makes significant estimates calculating the fair value of reporting units and trade names. Actual results could materially differ from these estimates.
The fair value of reporting units in 2025 was established using an income (discounted cash flow) approach. The income approach uses each reporting unit's projection of estimated operating results and discounted cash flows using a weighted-average cost of capital that reflects current market conditions. Estimated operating results were established using best estimates of economic and market conditions over the projected period including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions included terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. Any impairment charges recognized were for the amount by which the reporting unit's carrying amount exceeded its fair value. The fair value of trade names was calculated using a relief-from-royalty method. Any impairment charges recognized were for the amount by which the trade name's carrying amount exceeded its fair value. Management makes significant estimates calculating the fair value of reporting units and trade names. Valuation assumptions about future performance could adversely change and result in further goodwill and/or trade name impairment that would have a material effect on the Company's financial position and results of operations in future periods. Future valuation assumptions are dependent on numerous factors, including the Company's operating plans for fiscal year 2026 and future years, changes to the Company's long-term strategy and other market conditions.
Changes in the carrying value of goodwill for the years ended December 31, 2025 and December 31, 2024 were:
| (In thousands) | Gross Goodwill | Accumulated Impairment Losses | Net Goodwill | |||||||||||||||||
| Balance as of December 31, 2023 | $ | 438,422 | $ | (173,797) | $ | 264,625 | ||||||||||||||
| Mergers | 3,079,169 | — | 3,079,169 | |||||||||||||||||
| Impairment | — | (42,462) | (42,462) | |||||||||||||||||
| Foreign currency translation | (4,809) | — | (4,809) | |||||||||||||||||
| Balance as of December 31, 2024 | 3,512,782 | (216,259) | 3,296,523 | |||||||||||||||||
| Mergers | 64,711 | — | 64,711 | |||||||||||||||||
| — | (1,343,013) | (1,343,013) | ||||||||||||||||||
| Foreign currency translation | 53,459 | — | 53,459 | |||||||||||||||||
| Balance as of December 31, 2025 | $ | 3,630,952 | $ | (1,559,272) | $ | 2,071,680 | ||||||||||||||
As of December 31, 2025 and December 31, 2024, other intangible assets consisted of the following:
| (In thousands) | Weighted Average Amortization Period | Gross Carrying Amount | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Trade names (1) | 5.5 years | $ | 722,702 | $ | (444) | $ | 722,258 | |||||||||||||||||||
| License / franchise agreements | 18.8 years | 709 | (474) | 235 | ||||||||||||||||||||||
| Total other intangible assets | $ | 723,411 | $ | (918) | $ | 722,493 | ||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Trade names (1) | 5.5 years | $ | 897,864 | $ | (317) | $ | 897,547 | |||||||||||||||||||
| License / franchise agreements | 15.9 years | 1,147 | (860) | 287 | ||||||||||||||||||||||
| Total other intangible assets | $ | 899,011 | $ | (1,177) | $ | 897,834 | ||||||||||||||||||||
(1) Trade name amortization represents amortization of the California's Great America trade name. The gross carrying amount of the California's Great America trade name totals $0.7 million and is being amortized through 2027, or through the sale-leaseback period for the land under California's Great America. Other trade names are indefinite-lived.
Amortization expense of finite-lived other intangible assets for 2025, 2024 and 2023 was immaterial and is expected to be immaterial going forward.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.