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 our 2019 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 our
2019 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 26 regional theme parks and waterparks, 23 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 June 30, 2020 and
June 30, 2019 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. Due to the COVID-19 pandemic, we temporarily suspended
operations at our parks beginning March 13, 2020. We continue to monitor
government guidelines and requirements in each geographic region in which we
operate and are resuming operations on a park-by-park basis based on local
conditions. As of June 30, 2020, in consultation with local health officials we
have reopened parks in Oklahoma, Georgia, Texas and Missouri with limited
capacity, enhanced sanitization, social distancing and additional preventative
measures to help minimize the spread of COVID-19. Additionally, we have reopened
the drive-through Safari at Six Flags Great Adventure in New Jersey, our
campground at Six Flags Darien Lake in New York and our hotel in Lake George,
New York. In July, we have reopened parks in Maryland, New Jersey, Illinois,
Montreal, Canada and an animal only experience at our Six Flags Discovery
Kingdom park in Vallejo, California.

Our revenue is primarily derived from (i) the sale of tickets (including season
passes and memberships) for entrance to our parks (which accounted for
approximately 58% and 53% of total revenues during the six months ended
June 30, 2020 and June 30, 2019, 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,
including revenue earned under international development contracts. Revenues
from ticket sales and in-park sales are primarily impacted by park attendance.
Revenues 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 first six months of 2020, our park earnings before

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interest, taxes, depreciation and amortization ("Park EBITDA") decreased relative to the comparable period in the prior year, as a result of the temporary suspension of park operations related to the COVID-19 pandemic outbreak and the resulting decrease in attendance related to the reduction in operating days.



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, advertising and insurance do not vary significantly with attendance. While
our parks were temporarily closed due to the COVID-19 pandemic, we reduced a
significant portion of these expenses, including eliminating the majority of our
seasonal labor and advertising expense. These cost-saving measures remain in
effect with respect to parks that continue to be temporarily closed. These
cost-savings were partially offset by the increased costs related to enhanced
sanitization and preventative measures initiated at the reopened parks to help
minimize the spread of COVID-19. We may face additional costs in the future in
complying with any new federal, state or local regulations or industry best
practices established in response to the COVID-19 pandemic.

Critical 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 2019
Annual Report.

Recent Events

On March 13, 2020, we temporarily suspended operations of our theme parks and
waterparks due to the COVID-19 pandemic. We continue to monitor government
guidelines and requirements in each geographic region in which we operate and we
will resume operations on a park-by-park basis as soon as possible based on
local conditions. In response to the uncertainty caused by the pandemic, we took
several actions after we suspended operations to increase our liquidity position
and to prepare for multiple contingencies.

Effective April 6, 2020, we reduced the base salaries of executive officers and
full-time salaried employees by 25% and reduced scheduled hours for full-time
hourly employees by 25%, to 30 hours per week, subject to federal and state
minimum requirements. Salaries for full-time salaried employees employed at the
parks are restored to 100% two weeks prior to the announced park opening date.
Full-time hourly employees are paid for all hours worked as they prepare parks
to reopen and as our parks are operating.

On April 8, 2020, we announced that certain of our revolving credit lenders
agreed to provide an incremental $131.0 million of revolving credit commitments
to the Second Amended and Restated Revolving Loan, increasing the facility from
$350.0 million to $481.0 million.

On April 22, 2020, we announced that our indirect, wholly-owned subsidiary, Six
Flags Theme Parks Inc. ("SFTP") had closed its private offering of $725 million
in aggregate principal amount of 7.00% senior secured notes (the "2025 Notes").
The net proceeds from this offering were used to repay the outstanding balance
of the Second Amended and Restating Revolving Loan and $315.0 million of the
Second Amended and Restated Term Loan B and for general corporate and working
capital purposes, including expenses relating to the transaction. Additionally,
in connection with the offering, we amended the Second Amended and Restated
Credit Facility which among other things, (i) permitted the

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issuance of the 2025 Notes to mature inside SFTP's Second Amended and Restated
Term Loan B, (ii) suspended the senior secured leverage ratio financial
maintenance covenant in the Second Amended and Restated Credit Facility through
the end of 2020, (iii) re-established the financial maintenance covenant
thereafter (provided that for each quarter in 2021 (other than the fourth
quarter) that such covenant is tested, SFTP will be permitted to use its
quarterly Borrower Consolidated Adjusted EBITDA (as defined in Second Amended
and Restated Credit Facility) from the second, third and fourth quarter of 2019
in lieu of the actual Borrower Consolidated Adjusted EBITDA for the
corresponding quarters of 2020) and (iv) added a minimum liquidity covenant that
will apply from the date of the amendment through December 31, 2021.

In connection with the increase to the Second Amended and Restated Revolving
Loan in April 2020 and the Credit Agreement Amendment, we agreed to suspend the
repurchase of our common stock and payment of dividends until the earlier of
December 31, 2021, or such time as the incremental revolving credit facility
commitments are terminated.

On June 24, 2020, we appointed Sandeep Reddy as Executive Vice President and
Chief Financial Officer, effective July 1, 2020. Leonard Russ, who acted as
Interim Chief Financial Officer since February 2020, will transition to an
operational role and continue to report to Michael Spanos, President and Chief
Executive Officer.

As of June 30, 2020, in consultation with local health officials, we have
reopened parks in Oklahoma, Georgia, Texas and Missouri with limited capacity,
enhanced sanitization, social distancing and additional preventative measures to
help minimize the spread of COVID-19. Additionally, we have reopened the
drive-through Safari at Six Flags Great Adventure in New Jersey, our campground
at Six Flags Darien Lake in New York and our hotel in Lake George, New York. In
July, we have reopened parks in Maryland, New Jersey, Illinois, Montreal, Canada
and an animal only experience at our Six Flags Discovery Kingdom park in
Vallejo, California.

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Results of Operations

Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019

The following table sets forth summary financial information for the three months ended June 30, 2020 and 2019.






                                                             Three Months Ended            Percentage
(Amounts in thousands, except percentage and per
capita data)                                          June 30, 2020      June 30, 2019     Change (%)
Total revenue                                        $        19,143    $       477,210        (96) %
Operating expenses                                            62,681            178,348        (65) %
Selling, general and administrative expenses                  36,820             59,723        (38) %
Cost of products sold                                          2,214             43,513        (95) %
Other net periodic pension benefit                             (994)            (1,055)         (6) %
Depreciation and amortization                                 29,434             29,275           1 %
Loss (gain) on disposal of assets                                513              (690)         N/M
Interest expense, net                                         51,047             29,572          73 %
Loss on extinguishment of debt                                 5,087              6,231        (18) %
Other expense (income), net                                    4,252            (1,278)         N/M
(Loss) income before income taxes                          (171,911)            133,571         N/M
Income tax (benefit) expense                                (55,661)             33,675         N/M
Net (loss) income                                          (116,250)             99,896         N/M
Less: Net income attributable to noncontrolling
interests                                                   (20,644)           (20,377)           1 %
Net (loss) income attributable to Six Flags
Entertainment Corporation                            $     (136,894)    $        79,519         N/M

Other Data:
Attendance                                                       433             10,508        (96) %
Total revenue per capita                             $         44.21    $         45.41         (3) %




Revenue

Revenue for the three months ended June 30, 2020 totaled $19.1 million, a
decrease of $458.1 million, or 96%, compared to $477.2 million for the three
months ended June 30, 2019. The decrease was driven primarily by a 96% decrease
in attendance resulting from the temporary suspension of operations of our theme
parks and waterparks on March 13, 2020 due to the COVID-19 pandemic and the
limited capacity at recently reopened parks. The decrease in revenue was also
attributable to a decrease in sponsorship, international agreements and
accommodations revenues, due primarily to the termination of our contracts in
China and Dubai, reduced revenue from sponsorships and the suspension of nearly
all of our accommodations operations.

Total guest spending per capita, which excludes sponsorship, international
agreements and accommodations revenue, for the three months ended June 30, 2020
decreased by $6.50 to $35.77 compared to the prior period due to a $7.79, or
43%, decrease in non-admissions revenue per capita offset by a $1.29, or 5%,
increase in admissions revenue per capita. The decrease in non-admissions
revenue per capita was driven primarily by the lack of in-park spending
opportunities at our drive-through Safari at Six Flags Great Adventure, which
represented approximately half of our attendance during the quarter. The
decrease was also attributable to the deferral of approximately $6 million of
monthly membership revenue that is recognized for non-admission membership
products, such as all season dining memberships, that continue past the initial
twelve-month commitment period, as described below. The increase in admissions
revenue per capita was primarily the result of a higher mix of single day paid
admissions, offset by the deferral of approximately $24 million of monthly
membership revenue. After a member's initial twelve-month commitment period
ends, we ordinarily recognize revenue from those membership payments on a
monthly basis; however, in response to the pandemic-related park closures, we
added one additional month of membership privileges for every month a member
paid but could not visit their home park or use their non-admission membership
product. The membership payments received while parks were temporarily closed
due to the pandemic were deferred and will be recognized as revenue when these
additional months are utilized by members at the end of their respective
membership periods.



Operating expenses

Operating expenses for the three months ended June 30, 2020 decreased $115.7
million, or 65%, compared to the same period in the prior year, primarily as a
result of a reduction in operating days and the cost mitigation measures put

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in place in response to the COVID-19 pandemic, including a 25% reduction in
full-time salaries and wages and the elimination of nearly all seasonal labor
costs while our parks were not operational. These reductions continue at our
parks that are currently not operating. These savings were partially offset by
the increased costs related to enhanced sanitization and additional preventative
measures to help minimize the spread of COVID-19 and an increase in reserves
associated with several legal claims.

Selling, general and administrative expenses



Selling, general and administrative expenses for the three months ended June 30,
2020 decreased $22.9 million, or 38%, compared to the same period in the prior
year, driven by a reduction in salary, wage and benefit expense, including
incentive compensation accruals, in the current period due to the temporary
suspension of park operations in response to the COVID-19 pandemic. Executive
officer salaries and the salaries of many other corporate employees continue to
be temporarily reduced by 25%.

Cost of products sold



Cost of products sold in the three months ended June 30, 2020 decreased $41.3
million, or 95%, compared to the same period in the prior year, primarily as a
result of reduced sales of food and merchandise due to the temporary suspension
of park operations in response to the COVID-19 pandemic.

Depreciation and amortization expense



Depreciation and amortization expense for the three months ended June 30, 2020,
increased $0.2 million, or 1%, compared to the same period in the prior year.
The increase in depreciation and amortization expense is primarily the result of
asset additions made in conjunction with our ongoing capital program, partially
offset by asset retirements.

Loss (gain) on disposal of assets

Loss (gain) on disposal of assets for the three months ended June 30, 2020 increased $1.2 million compared to the same period in the prior year. The increase was primarily driven by the write-off of assets in conjunction with our ongoing capital plan.



Interest expense, net

Interest expense, net increased $21.5 million, or 73%, for the three months
ended June 30, 2020, compared to the same period in the prior year, primarily as
a result of increased interest expense related to the 2025 Notes issued in April
2020 and the de-designation of the June 2019 Swap Agreements and the Modified
June 2019 Swap Agreement, which resulted in a $14.9 million reclassification
from accumulated other comprehensive income to interest expense in the unaudited
condensed consolidated statement of operations. For a more detailed description
of our interest rate swap agreements, see Note 5 to the unaudited condensed
consolidated financial statements included in this Quarterly Report. These
increases were partially offset by lower borrowings under the Second Amended and
Restated Revolving Loan and the Second Amended and Restated Term Loan B and the
interest savings related to the $50.5 million of the outstanding 2024 Notes
principal prepaid in March 2020.

Other expense (income), net



Other expense (income), net for the three months ended June 30, 2020 increased
$5.5 million compared to the same period in the prior year. The increase was
primarily driven by costs associated with our transformation initiative.



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Income tax (benefit) expense

Income tax benefit for the three months ended June 30, 2020 was $56.6 million.
In the same period in the prior year, we recorded a tax expense of $33.7
million. The difference in income tax (benefit) expense is driven by our loss
before income taxes for 2020 related to the COVID-19 pandemic.

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Results of Operations

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

The following table sets forth summary financial information for the six months ended June 30, 2020 and 2019:






                                                              Six Months Ended             Percentage

(Amounts in thousands, except per capita data) June 30, 2020 June 30, 2019 Change (%) Total revenue

$       121,646    $       605,403        (80) %
Operating expenses                                           168,545            292,870        (42) %
Selling, general and administrative expenses                  73,010             99,833        (27) %
Costs of products sold                                         9,974             53,788        (81) %
Other net periodic pension benefit                           (1,990)       

    (2,110)         (6) %
Depreciation and amortization                                 60,098             58,348           3 %
Loss on disposal of assets                                       393                446        (12) %
Interest expense, net                                         78,204             57,920          35 %
Loss on debt extinguishment                                    6,106              6,231         (2) %
Other expense (income), net                                    5,812            (1,705)         N/M

(Loss) income before income taxes                          (278,506)             39,782         N/M
Income tax (benefit) expense                                (77,710)              9,018         N/M
Net (loss) income                                          (200,796)             30,764         N/M
Less: Net income attributable to noncontrolling
interests                                                   (20,644)           (20,377)           1 %
Net (loss) income attributable to Six Flags
Entertainment Corporation                            $     (221,440)    $        10,387         N/M

Other Data:
Attendance                                                     2,016             12,675        (84) %
Total revenue per capita                             $         60.34    $         47.76          26 %




Revenue

Revenue for the six months ended June 30, 2020 totaled $121.6 million, a
decrease of $483.8 million, 80%, compared to $605.4 million for the six months
ended June 30, 2019. The decrease was driven by an 84% decrease in attendance
resulting from the temporary suspension of operations of our theme parks and
waterparks on March 13, 2020 due to the COVID-19 pandemic and the limited
capacity at recently reopened parks. The decrease in revenue was also
attributable to a decrease in sponsorship, international agreements and
accommodations revenues, due primarily to the termination of our contracts in
China and Dubai, reduced revenue from sponsorships and the suspension of nearly
all of our accommodations operations.

Total guest spending per capita, which excludes sponsorship, international
agreements and accommodations revenue, for the six months ended June 30, 2020
increased $8.80 to $52.13 compared to the prior period due to a $9.97, or 40%,
increase in admissions revenue per capita offset by a $1.17, or 6%, decrease in
non-admissions revenue per capita. The increase in admissions revenue per capita
was primarily due to recurring monthly membership revenue in the first quarter
of 2020 from memberships that continued on a monthly basis past the initial
twelve-month commitment period. Prior to the temporary suspension of park
operations, these monthly payments were recognized as received. As discussed
above, following the temporary park closures due to the COVID-19 pandemic, the
revenue from these monthly payments was deferred. The decrease in non-admissions
revenue per capita was primarily driven by attendance at our drive-through
Safari at Six Flags Great Adventure, which does not provide an opportunity

for
in-park spending.



Operating expenses


Operating expenses for the six months ended June 30, 2020 decreased $124.3
million, or 42%, compared to the same period in the prior year, primarily as a
result of a reduction in park operating days and the cost mitigation measures
put in place in response to the COVID-19 pandemic, including a 25% reduction in
full-time salaries and wages and the elimination of nearly all seasonal labor
costs while our parks are not operating. These savings were partially offset by
the increased costs related to enhanced sanitization and additional preventative
measures to help minimize the spread of COVID-19 and an increase in reserves
associated with several legal claims.

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Selling, general and administrative expenses


Selling, general and administrative expenses for the six months ended June 30,
2020 decreased $26.8 million, or 27%, compared to the same period in the prior
year, driven by a reduction in salary, wage and benefit expense, including
incentive compensation accruals, in the current period due to the temporary
suspension of park operations in response to the COVID-19 pandemic. Executive
officer salaries and the salaries of many other corporate employees continue to
be reduced by 25% while many of our parks are not in operation.

Cost of products sold


Cost of products sold in the six months ended June 30, 2020 decreased $43.8
million, or 81%, compared to the same period in the prior year, primarily as a
result of reduced sales of food and merchandise due to the temporary suspension
of park operations in response to the COVID-19 pandemic.

Depreciation and amortization expense



Depreciation and amortization expense for the six months ended June 30, 2020,
increased $1.8 million, or 3%, compared to the same period in the prior year.
The increase in depreciation and amortization expense is primarily the result of
asset additions made in conjunction with our ongoing capital program, partially
offset by asset retirements.

Loss on disposal of assets

Loss on disposal of assets for the six months ended June 30, 2020 decreased $0.1 million compared to the same period in the prior year. The decrease was primarily driven by the write-off of assets in conjunction with our ongoing capital plan.

Interest expense, net



Interest expense, net increased $20.3 million, or 35%, for the six months ended
June 30, 2020, compared to the same period in the prior year, primarily as a
result of increased interest expense related to the 2025 Notes issued in April
2020 and the de-designation of the June 2019 Swap Agreements and the Modified
June 2019 Swap Agreement, which resulted in a $14.9 million reclassification
from accumulated other comprehensive income to interest expense in the unaudited
condensed consolidated statement of operations for the period ended June 30,
2020. For a more detailed description of our interest rate swap agreements, see
Note 5 to the unaudited condensed consolidated financial statements included in
this Quarterly Report. These increases were partially offset by lower borrowings
under the Second Amended and Restated Revolving Loan and the Second Amended and
Restated Term Loan B and the interest savings related to the $50.5 million of
the outstanding 2024 Notes principal prepaid in March 2020.

Other expense (income), net



Other expense (income), net for the six months ended June 30, 2020 increased
$7.5 million compared to the same period in the prior year. The increase was
primarily driven by costs associated with our transformation initiative.

Income tax (benefit) expense



Income tax benefit for the six months ended June 30, 2020 was $78.6 million. In
the same period in the prior year, we recorded a tax expense of $9.0 million.
The difference in income tax (benefit) expense is driven by our loss before
income taxes for 2020 related to the COVID-19 pandemic.



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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 working capital obligations, the funding of common
stock dividends, investments in parks (including capital projects), debt
service, payments to our partners in the Partnership Parks and common stock
repurchases. Our principal uses of cash also include the cash operating expenses
and selling, general and administrative expenses that are typically less than
revenues. To enhance our liquidity in response to the temporary suspension of
park operations due to the COVID-19 pandemic, we have taken proactive steps to
decrease capital spending for calendar year 2020, including deferring or
eliminating at least $50 to $60 million of discretionary capital projects
planned for 2020.

Prior to the temporary suspension of park operations on March 13, 2020 due to
the COVID-19 pandemic, Holdings announced a quarterly cash dividend of $0.25 per
share of common stock, representing a 70% reduction from the dividend declared
in February 2019. Holdings did not declare a dividend during the three months
ended June 30, 2020 compared to an $0.82 dividend declared in the three months
ended June 30, 2020. During the six months ended June 30, 2020, and June 30,
2019, Holdings paid $21.4 million and $138.3 million, respectively, in cash
dividends on its common stock.

As of July 24, 2020, Holdings has repurchased 4,605,000 shares of common stock
at a cumulative cost of approximately $268.3 million and an average cost per
share of $58.26 under its previously approved stock repurchase program, leaving
approximately $231.7 million available for permitted repurchases. Pursuant to
amendments to the Second Amended and Restated Credit Facility in April 2020, we
agreed to temporarily suspend the payment of dividends and the repurchase of
common stock.

Based on historical and anticipated operating results, including the negative
impact of the reduced capacity at our parks that are operating and the continued
temporary suspension of operations in response to COVID-19 at many of our parks,
we believe available cash and amounts available under the Second Amended and
Restated Credit Facility will be adequate to meet our liquidity needs through
2021, including any anticipated requirements for working capital, capital
expenditures, scheduled debt service and obligations under arrangements relating
to the Partnership Parks. However, if park closures continue through 2021, we
will likely require additional covenant relief during 2021 under the Second
Amended and Restated Credit Facility.

On April 8, 2020, we announced that we increased the Second Amended and Restated
Revolving Loan by $131.0 million, increasing the facility from $350.0 million to
$481.0 million. On April 22, 2020, we announced that SFTP issued $725.0 million
in aggregate principal amount of 7.00% senior secured notes (the "2025 Notes")
in a private offering, a portion of which was used to repay $315.0 million of
the Second Amended and Restated Term Loan B. Based on our current federal net
operating loss carryforwards and reduced operations due to the COVID-19
pandemic, we anticipate paying minimal federal income taxes in 2020 and do not
anticipate becoming a full cash taxpayer until 2024. During the years 2021
through 2024, we have significant federal operating loss carryforwards that will
offset the majority of our taxable income.

On April 22, 2020, we entered into an amendment to the Second Amended and Restated Credit Facility that suspended testing of the senior secured leverage ratio financial maintenance covenant through the end of 2020 and modified testing of the senior secured leverage ratio financial maintenance covenant through December 31, 2021. The amendment also added a minimum liquidity covenant.



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. An
extended suspension of operations of our parks, due to the COVID-19 pandemic or
otherwise, would materially and adversely impact our liquidity positions. 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 or COVID-19; 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 significantly 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

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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 refinance all
or a significant portion of our existing debt on or prior to maturity, requiring
us to potentially seek additional financing. 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 2019 Annual Report and in this Quarterly Report.

As of June 30, 2020, our total indebtedness, net of discount and deferred
financing costs, was approximately $2,619.9 million. based on (i) non-revolving
credit debt outstanding on that date, (ii) anticipated levels of working capital
revolving borrowings during 2020 and 2021, (iii) estimated interest rates for
floating-rate debt, and (iv) the 2024 Notes, the 2024 Notes Add-on, the 2025
Notes and the 2027 Notes, we anticipate annual cash interest payments of
approximately $105 million and $160 million during 2020 and 2021, respectively.

As of June 30, 2020, we had approximately $296.0 million of unrestricted cash
and $459.7 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 our compliance with certain conditions, including a
maximum senior leverage maintenance covenant, and the absence of any material
adverse change in our business or financial condition. If we are unable to
borrow under the Second Amended and Restated Revolving Loan, and we failed
significantly to meet our projected results from operations, 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 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
to (i) enhance our food, retail, games and other in-park areas, (ii) enhance the
theming and landscaping of our parks in order to provide a more complete
family-oriented entertainment experience and (iii) attain operational
efficiencies through our information technology infrastructure. In addition, we
perform maintenance capital projects on an annual basis with most expenditures
made during the off-season, although we have recently taken steps to reduce
capital expenditures for calendar year 2020 including deferring or eliminating
at least $50 to $60 million of discretionary capital projects planned for 2020
in response to the COVID-19 pandemic. 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 June 30, 2020, net cash used in operating activities
was $110.7 million. During the six months ended June 30, 2019, net cash provided
by operating activities was $126.1 million. The difference is due to the
decrease in operations during the first half of 2020 attributable to COVID-19.
Net cash used in investing activities during the six months ended June 30, 2020
and June 30, 2019 was $73.1 million and $95.1 million, respectively, consisting
primarily of capital expenditures, net of property insurance recoveries. The
decrease is attributable to the reduction in spending on capital expenditures
due to COVID-19. Net cash provided by financing activities during the six months
ended June 30, 2020 and June 30, 2019 was $310.9 million and $37.5 million,
respectively. The June 30, 2020 balance is primarily attributable to the
issuance of the 2025 Notes, partially offset by the $315.0 million repayment of
the Second Amended and Restated Term Loan B, the $50.5 million of the
outstanding 2024 Notes principal we prepaid in June 2020, and the payment of
$21.4 million in cash dividends. During the first six months of 2019, the
balance was mostly attributable to our repayment of the Amended and Restated
Credit Facility, entering into the Second Amended and Restated Credit Facility,
and the payment of $138.3 million in dividends.

Our business is both seasonal in nature and involves significant levels of cash
transactions. Most of our cash-based expenses are relatively fixed when our
parks are operating and do not vary significantly with either attendance or per
capita spending. As a result, our net operating cash flows are largely driven by
attendance and per capita spending levels. These cash-based operating expenses
include salaries and wages, employee benefits, advertising, third party
services,

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repairs and maintenance, utilities and insurance. While our parks were
temporarily closed due to the COVID-19 pandemic, we reduced a significant
portion of these expenses including eliminating the majority of our seasonal
labor and advertising expense. These cost-saving measures remain in effect with
respect to parks that continue to be temporarily closed.

Contractual Obligations



Since December 31, 2019, there have been no material changes to the contractual
obligations of the Company outside the ordinary course of the Company's business
except for a reduction in the principal of long-term debt and the interest
related to the prepayment of $50.5 million on the 2024 Notes in March 2020, and
the issuance and interest payments related to 2025 Notes in April 2020. Set
forth below is certain updated information regarding our debt obligations as of
June 30, 2020.


                                                                       Payment Due by Period
(Amounts in thousands)                        2020       2021 - 2022      2023 - 2024      2025 and beyond       Total
Long-term debt including current portion
(2024 Notes) (1)                            $      -    $           -    $     949,490    $               -    $ 949,490
Interest on 2024 Notes (1)                    23,445           92,528           92,527                    -      208,500
Long-term debt including current portion
(2025 Notes) (1)                                   -                -                -              725,000      725,000
Interest on 2025 Notes (1)                         -          111,227          101,500               50,750      263,477

(1) See Note 3 to the condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt.

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