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EX-32.2 - EXHIBIT 32.2 - Six Flags Entertainment Corpex322_063017.htm
EX-32.1 - EXHIBIT 32.1 - Six Flags Entertainment Corpex321_063017.htm
EX-31.2 - EXHIBIT 31.2 - Six Flags Entertainment Corpex312_063017.htm
EX-31.1 - EXHIBIT 31.1 - Six Flags Entertainment Corpex311_063017.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q
 
ý Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended June 30, 2017 or
o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from to
Commission file number: 1-13703
 
sflogo2017.jpg
SIX FLAGS ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
 
13-3995059
(I.R.S. Employer Identification No.)
 
 
 
924 Avenue J East, Grand Prairie, TX  75050
(Address of Principal Executive Offices, Including Zip Code)
 
(972) 595-5000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ý  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
 
Accelerated filer o
 
Non-accelerated filer o
(Do not check if a
smaller reporting company)
 
Smaller reporting company o
 
Emerging growth company o
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. o  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  At July 21, 2017, Six Flags Entertainment Corporation had 85,570,064 outstanding shares of common stock, par value $0.025 per share.
 



SIX FLAGS ENTERTAINMENT CORPORATION
FORM 10-Q
INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Quarterly Report") and the documents incorporated herein by reference contain 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. Forward-looking statements include all statements that are not historical facts and can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "may," "should," "could" and variations of such words or similar expressions. Forward-looking statements are based on our current beliefs, expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are, by their nature, subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. Therefore, we caution you that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. 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, but are not limited to, statements we make regarding: (i) the adequacy of cash flows from operations, available cash and available amounts under our credit facilities to meet our future liquidity needs, (ii) our ability to roll out our capital enhancements in a timely and cost effective manner, (iii) our ability to improve operating results by implementing strategic cost reductions and organizational and personnel changes without adversely affecting our business, and (iv) our operations and results of operations. Additional important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and include, but are not limited to, the following:
factors impacting attendance, such as local conditions, contagious diseases, events, disturbances and terrorist activities;
recall of food, toys and other retail products sold at our parks;
accidents occurring at our parks or other parks in the industry and adverse publicity concerning our parks or other parks in the industry;
inability to achieve desired improvements and our aspirational financial performance goals;
adverse weather conditions such as excess heat or cold, rain and storms;
general financial and credit market conditions;
economic conditions (including customer spending patterns);
changes in public and consumer tastes;
construction delays in capital improvements or ride downtime;
competition with other theme 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, and healthcare reform;
pending, threatened or future legal proceedings and the significant expenses associated with litigation;
cyber security risks; and
other factors described in "Item 1A. Risk Factors" set forth in our Annual Report on Form 10-K for the year ended December 31, 2016 (the "2016 Annual Report").
A more complete discussion of these factors and other risks applicable to our business is contained in "Part I, Item 1A. Risk Factors" of the 2016 Annual Report. All forward-looking statements in this Quarterly Report, or that are made on our behalf by our directors, officers or employees related to the information contained herein, apply only as of the date of this Quarterly Report or as of the date they were made. While we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will be realized and actual results could vary materially. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation, except as required by applicable law, to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
Available Information
Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available free of charge through our website at investors.sixflags.com. References to our website in this Quarterly Report are provided as a convenience and do not constitute an incorporation by reference of the information contained on, or accessible through, the website. Therefore, such information should not be considered part of this Quarterly Report. These reports, and any amendments to these reports, are made available on our website as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the United States Securities and Exchange Commission (the "SEC"). Copies are also available, without charge, by sending a written request to Six Flags Entertainment Corporation, 924 Avenue J East, Grand Prairie, TX 75050, Attn: Investor Relations.
*              *              *              *              *
As used herein, unless the context requires otherwise, the terms "we," "our," "Company" and "Six Flags" refer collectively to Six Flags Entertainment Corporation and its consolidated subsidiaries, and "Holdings" refers only to Six Flags Entertainment Corporation, without regard to its consolidated subsidiaries.

1



PART I — FINANCIAL INFORMATION 
ITEM 1.   FINANCIAL STATEMENTS
SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Balance Sheets
 
As of
 
June 30, 2017
 
December 31, 2016
(Amounts in thousands, except share data)
(unaudited)
 
 
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
68,279

 
$
137,385

Restricted-use investment securities
2,784

 
3,926

Accounts receivable, net
109,636

 
69,018

Inventories
40,261

 
24,156

Prepaid expenses and other current assets
58,202

 
44,306

Total current assets
279,162

 
278,791

Property and equipment, net:
 
 
 
Property and equipment, at cost
2,073,684

 
1,968,565

Accumulated depreciation
(807,455
)
 
(757,310
)
Total property and equipment, net
1,266,229

 
1,211,255

Other assets:
 

 
 

Debt issuance costs
3,589

 
4,188

Deposits and other assets
11,718

 
9,218

Goodwill
630,248

 
630,248

Intangible assets, net of accumulated amortization of $18,568 and $17,135 as of June 30, 2017 and December 31, 2016, respectively
352,741

 
353,972

Total other assets
998,296

 
997,626

Total assets
$
2,543,687

 
$
2,487,672

 
 
 
 
LIABILITIES AND DEFICIT
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
75,180

 
$
26,209

Accrued compensation, payroll taxes and benefits
20,565

 
31,039

Accrued insurance reserves
40,803

 
42,443

Accrued interest payable
26,483

 
27,684

Other accrued liabilities
42,413

 
35,461

Deferred revenue
195,319

 
123,955

Current portion of long-term debt
28,867

 
29,161

Total current liabilities
429,630

 
315,952

Noncurrent liabilities:
 
 
 
Long-term debt
2,019,190

 
1,624,486

Other long-term liabilities
47,952

 
48,568

Deferred income taxes
96,328

 
199,280

Total noncurrent liabilities
2,163,470

 
1,872,334

Total liabilities
2,593,100

 
2,188,286

 
 
 
 
Redeemable noncontrolling interests
505,321

 
485,876

 
 
 
 
Stockholders' deficit:
 

 
 

Preferred stock, $1.00 par value

 

Common stock, $0.025 par value, 140,000,000 shares authorized; 85,563,377 and 90,849,428 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
2,139

 
2,271

Capital in excess of par value
1,094,658

 
1,116,227

Accumulated deficit
(1,589,693
)
 
(1,237,804
)
Accumulated other comprehensive loss, net of tax
(61,838
)
 
(67,184
)
Total stockholders' deficit
(554,734
)
 
(186,490
)
Total liabilities and deficit
$
2,543,687

 
$
2,487,672

See accompanying notes to unaudited condensed consolidated financial statements.

2



SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended
(Amounts in thousands, except per share data)
June 30, 2017
 
June 30, 2016
Theme park admissions
$
221,913

 
$
215,762

Theme park food, merchandise and other
174,012

 
168,336

Sponsorship, licensing and other fees
22,706

 
19,220

Accommodations revenue
3,741

 
3,748

Total revenues
422,372

 
407,066

Operating expenses (excluding depreciation and amortization shown separately below)
145,768

 
142,096

Selling, general and administrative (including stock-based compensation of ($15,305) and $4,244 
 in 2017 and 2016, respectively, and excluding depreciation and amortization shown separately below)
38,118

 
58,711

Costs of products sold
37,489

 
36,020

Depreciation
26,171

 
25,273

Amortization
651

 
651

Loss on disposal of assets
1,657

 
597

Interest expense
27,213

 
20,206

Interest income
(57
)
 
(16
)
Loss on debt extinguishment
37,109

 
2,377

Other expense (income), net
568

 
(8
)
Income before income taxes
107,685

 
121,159

Income tax expense
36,054

 
41,059

Net income
71,631

 
80,100

Less: Net income attributable to noncontrolling interests
(19,605
)
 
(19,213
)
Net income attributable to Six Flags Entertainment Corporation
$
52,026

 
$
60,887

 
 
 
 
Weighted-average number of common shares outstanding:
 
 
 
Weighted-average common shares outstanding — basic:
87,136

 
93,054

Weighted-average common shares outstanding — diluted:
88,832

 
95,412

 
 
 
 
Net income per average common share outstanding:
 
 
 
Net income per average common share outstanding — basic:
$
0.60

 
$
0.65

Net income per average common share outstanding — diluted:
$
0.59

 
$
0.64

 
 
 
 
Cash dividends declared per common share
$
0.64

 
$
0.58

See accompanying notes to unaudited condensed consolidated financial statements.


3



SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
 
Six Months Ended
(Amounts in thousands, except per share data)
June 30, 2017
 
June 30, 2016
Theme park admissions
$
272,861

 
$
273,843

Theme park food, merchandise and other
205,172

 
206,626

Sponsorship, licensing and other fees
35,996

 
33,652

Accommodations revenue
7,871

 
8,364

Total revenues
521,900

 
522,485

Operating expenses (excluding depreciation and amortization shown separately below)
237,880

 
236,207

Selling, general and administrative (including stock-based compensation of ($3,315) and $6,250 in 2017 and 2016, respectively, and excluding depreciation and amortization shown separately below)
85,033

 
94,974

Costs of products sold
45,070

 
46,158

Depreciation
52,814

 
50,651

Amortization
1,299

 
1,301

Loss on disposal of assets
2,327

 
114

Interest expense
48,430

 
39,807

Interest income
(273
)
 
(159
)
Loss on debt extinguishment
37,109

 
2,377

Other (income) expense, net
(335
)
 
691

Income before income taxes
12,546

 
50,364

Income tax (benefit) expense
(1,537
)
 
17,199

Net income
14,083

 
33,165

Less: Net income attributable to noncontrolling interests
(19,605
)
 
(19,213
)
Net (loss) income attributable to Six Flags Entertainment Corporation
$
(5,522
)
 
$
13,952

 
 
 
 
Weighted-average number of common shares outstanding:
 
 
 
Weighted-average common shares outstanding — basic:
89,133

 
92,707

Weighted-average common shares outstanding — diluted:
89,133

 
94,953

 
 
 
 
Net (loss) income per average common share outstanding:
 
 
 
Net (loss) income per average common share outstanding — basic:
$
(0.06
)
 
$
0.15

Net (loss) income per average common share outstanding — diluted:
$
(0.06
)
 
$
0.15

 
 
 
 
Cash dividends declared per common share
$
1.28

 
$
1.16

See accompanying notes to unaudited condensed consolidated financial statements.

4



SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
 
Three Months Ended
(Amounts in thousands)
June 30, 2017
 
June 30, 2016
Net income
$
71,631

 
$
80,100

Other comprehensive income (loss), net of tax:
 
 
 
Foreign currency translation adjustment (1)
1,881

 
(1,693
)
Defined benefit retirement plan (2)
128

 
151

Change in cash flow hedging (3)
96

 
(3
)
Other comprehensive income (loss), net of tax
2,105

 
(1,545
)
Comprehensive income
73,736

 
78,555

Less: Comprehensive income attributable to noncontrolling interests
(19,605
)
 
(19,213
)
Comprehensive income attributable to Six Flags Entertainment Corporation
$
54,131

 
$
59,342

 
(1)
Foreign currency translation adjustment is presented net of tax expense of $1.0 million and net of tax benefit of $0.9 million for the three months ended June 30, 2017 and June 30, 2016, respectively.
(2)
Defined benefit retirement plan is presented net of tax expense of $0.1 million for each of the three months ended June 30, 2017 and June 30, 2016, respectively.
(3)
Change in cash flow hedging is presented net of tax expense of $0.1 million for the three months ended June 30, 2017 and net of a nominal tax benefit for the three months ended June 30, 2016.
See accompanying notes to unaudited condensed consolidated financial statements.


5



SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
 
Six Months Ended
(Amounts in thousands)
June 30, 2017
 
June 30, 2016
Net income
$
14,083

 
$
33,165

Other comprehensive income (loss), net of tax:
 
 
 
Foreign currency translation adjustment (1)
4,779

 
(599
)
Defined benefit retirement plan (2)
257

 
302

Change in cash flow hedging (3)
310

 
(395
)
Other comprehensive income (loss), net of tax
5,346

 
(692
)
Comprehensive income
19,429

 
32,473

Less: Comprehensive income attributable to noncontrolling interests
(19,605
)
 
(19,213
)
Comprehensive (loss) income attributable to Six Flags Entertainment Corporation
$
(176
)
 
$
13,260

 
(1)
Foreign currency translation adjustment is presented net of tax expense of $2.6 million and net of tax benefit of $0.3 million for the six months ended June 30, 2017 and June 30, 2016, respectively.
(2)
Defined benefit retirement plan is presented net of tax expense of $0.2 million for each of the six months ended June 30, 2017 and June 30, 2016, respectively.
(3)
Change in cash flow hedging is presented net of tax expense of $0.2 million for the six months ended June 30, 2017 and net of tax benefit of $0.3 million for the six months ended June 30, 2016.
See accompanying notes to unaudited condensed consolidated financial statements.

6



SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Equity (Deficit)
(Unaudited)
 
Common stock
 
Capital in excess of par value
 
Accumulated deficit
 
Accumulated other comprehensive loss
 
Total Equity (Deficit)
(Amounts in thousands, except share data)
Shares issued
 
Amount
 
 
 
 
Balances at December 31, 2015
91,550,851

 
$
2,289

 
$
1,041,710

 
$
(953,225
)
 
$
(66,558
)
 
$
24,216

Issuance of common stock
2,084,101

 
51

 
14,077

 

 

 
14,128

Stock-based compensation

 

 
6,250

 

 

 
6,250

Dividends declared to common stockholders

 

 

 
(106,919
)
 

 
(106,919
)
Repurchase of common stock
(777,606
)
 
(19
)
 
(5,984
)
 
(38,088
)
 

 
(44,091
)
Employee stock purchase plan
19,863

 
1

 
974

 

 

 
975

Fresh start valuation adjustment for SFOG units purchased

 

 

 
36

 

 
36

Net income attributable to Six Flags Entertainment Corporation

 

 

 
13,952

 

 
13,952

Net other comprehensive loss, net of tax

 

 

 

 
(692
)
 
(692
)
Balances at June 30, 2016
92,877,209

 
$
2,322

 
$
1,057,027

 
$
(1,084,244
)
 
$
(67,250
)
 
$
(92,145
)
 
 
 
 
 
 
 
 
 
 
 
 
Balances at December 31, 2016
90,849,428

 
$
2,271

 
$
1,116,227

 
$
(1,237,804
)
 
$
(67,184
)
 
$
(186,490
)
Cumulative effect adjustment (Note 1)

 

 

 
101,057

 

 
101,057

Balances at January 1, 2017
90,849,428

 
2,271

 
1,116,227

 
(1,136,747
)
 
(67,184
)
 
(85,433
)
Issuance of common stock
902,670

 
22

 
25,753

 

 

 
25,775

Stock-based compensation

 

 
(3,315
)
 

 

 
(3,315
)
Dividends declared to common stockholders

 

 

 
(113,271
)
 

 
(113,271
)
Repurchase of common stock
(6,208,091
)
 
(155
)
 
(45,046
)
 
(334,185
)
 

 
(379,386
)
Employee stock purchase plan
19,370

 
1

 
1,039

 

 

 
1,040

Fresh start valuation adjustment for SFOT units purchased

 

 

 
32

 

 
32

Net loss attributable to Six Flags Entertainment Corporation

 

 

 
(5,522
)
 

 
(5,522
)
Net other comprehensive income, net of tax

 

 

 

 
5,346

 
5,346

Balances at June 30, 2017
85,563,377

 
$
2,139

 
$
1,094,658

 
$
(1,589,693
)
 
$
(61,838
)
 
$
(554,734
)
See accompanying notes to unaudited condensed consolidated financial statements.

7



SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six Months Ended
(Amounts in thousands)
June 30, 2017
 
June 30, 2016
Cash flows from operating activities:
 

 
 

Net income
$
14,083

 
$
33,165

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation and amortization
54,113

 
51,952

Stock-based compensation
(3,315
)
 
6,250

Interest accretion on notes payable
390

 
232

Loss on debt extinguishment
37,109

 
2,377

Amortization of debt issuance costs
2,141

 
2,158

Other, including loss on disposal of assets
617

 
(143
)
Increase in accounts receivable
(39,246
)
 
(39,613
)
Increase in inventories, prepaid expenses and other current assets
(28,881
)
 
(29,850
)
Increase in deposits and other assets
(2,485
)
 
(481
)
Increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities
105,576

 
103,365

(Decrease) increase in accrued interest payable
(1,201
)
 
591

Deferred income taxes
(6,035
)
 
8,575

Net cash provided by operating activities
132,866

 
138,578

 
 
 
 
Cash flows from investing activities:
 

 
 

Additions to property and equipment
(97,200
)
 
(81,015
)
Property insurance recoveries

 
320

Purchase of restricted-use investments, net
1,142

 
(482
)
Proceeds from sale of assets
10

 
1,552

Net cash used in investing activities
(96,048
)
 
(79,625
)
 
 
 
 
Cash flow from financing activities:
 

 
 

Repayment of borrowings
(920,294
)
 
(333,026
)
Proceeds from borrowings
1,313,000

 
481,000

Payment of debt issuance costs
(37,262
)
 
(5,229
)
Payment of cash dividends
(113,284
)
 
(106,937
)
Proceeds from issuance of common stock
26,815

 
15,103

Stock repurchases
(379,386
)
 
(44,091
)
Purchase of redeemable noncontrolling interests
(128
)
 
(223
)
Net cash (used in) provided by financing activities
(110,539
)
 
6,597

 
 
 
 
Effect of exchange rate on cash
4,615

 
(1,762
)
 
 
 
 
Net (decrease) increase in cash and cash equivalents
(69,106
)
 
63,788

Cash and cash equivalents at beginning of period
137,385

 
99,760

Cash and cash equivalents at end of period
$
68,279

 
$
163,548

 
 
 
 
Supplemental cash flow information
 

 
 

Cash paid for interest
$
47,099

 
$
36,814

Cash paid for income taxes
$
5,859

 
$
10,673

See accompanying notes to unaudited condensed consolidated financial statements.

8


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


 
1.
General — Basis of Presentation
We own and operate regional theme and water parks and are the largest regional theme park operator in the world. Of the 20 parks we currently own or operate, 17 parks are located in the United States, two are located in Mexico and one is located in Montreal, Canada. We are also involved in the development of Six Flags-branded theme parks outside of North America.
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the SEC.
"Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" contains a discussion of our results of operations and our financial position and should be read in conjunction with the unaudited condensed consolidated financial statements and notes. The 2016 Annual Report includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this Quarterly Report. The information furnished in this Quarterly Report reflects all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.
Results of operations for the six months ended June 30, 2017 are not indicative of the results expected for the full year. In particular, our park operations contribute a substantial majority of their annual revenue during the period from Memorial Day to Labor Day each year, while expenses are incurred year round.
a.
Consolidated U.S. GAAP Presentation
Our accounting policies reflect industry practices and conform to U.S. GAAP.
The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of those entities that most significantly impact the entities' economic performance and we have the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities. The equity interests owned by non-affiliated parties in the Partnership Parks are reflected in the accompanying condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 7 for further discussion.
b.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $94.2 million and $92.3 million as of June 30, 2017 and December 31, 2016, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to utilize all of our federal net operating loss carryforwards before they expire.
In determining the effective tax rate for interim periods, we consider the expected changes in our valuation allowance from current year originating or reversing timing differences between financial accounting and tax purposes and the taxable income or loss expected for the current year. For interim periods, we also account for the tax effect of significant non-recurring items in the period in which they occur as well as changes in the valuation allowance relating to a change in the assessment of the probability of utilization of the deferred income tax assets.
Our liability for income taxes is finalized as auditable tax years pass their respective statutes of limitations in the various jurisdictions in which we are subject to tax. However, these jurisdictions may audit prior years for which the statute of limitations is closed for the purpose of making an adjustment to our taxable income in a year for which the statute of limitations

9


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


has not closed. Accordingly, taxing authorities of these jurisdictions may audit prior years of the Company and its predecessors for the purpose of adjusting net operating loss carryforwards to years for which the statute of limitations has not closed.
We classify interest and penalties attributable to income taxes as part of income tax expense. As of June 30, 2017 and December 31, 2016, we had no accrued interest and penalties liability.
Because we do not permanently reinvest foreign earnings, United States deferred income taxes have been provided on unremitted foreign earnings to the extent that such foreign earnings are expected to be taxable upon repatriation.
In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”) to simplify the accounting for employee share-based payments. Upon the adoption of ASU 2016-09, all excess tax benefits and tax deficiencies are to be recognized within income tax expense when the awards vest or are settled. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017. As a result, we recognized $1.4 million and $7.5 million in excess tax benefits related to employee share-based payments for the three and six months ended June 30, 2017, respectively. Additionally, we recorded a cumulative effect adjustment to opening retained earnings of $101.1 million to recognize United States net operating loss carryforwards attributable to income tax deductions taken in prior periods related to employee share-based payments that were in excess of amounts recognized in our financial statements. Prior to the adoption of ASU 2016-09, we used the "with and without" method when determining when excess tax benefits had been realized, and as a result of our utilization of United States net operating loss carryforwards, any excess tax benefits generated to date have not reduced any taxes that would have otherwise been required to be paid. As such, no excess tax benefits had been previously recognized in our financial statements.
c.
Long-Lived Assets
We review long-lived assets, including finite-lived intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the asset or group of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
d.
Derivative Instruments and Hedging Activities
We account for derivatives and hedging activities in accordance with FASB Accounting Standards Codification ("ASC") Topic 815, Derivatives and Hedging. This accounting guidance establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the condensed consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge for accounting purposes. The accounting for changes in the fair value of a derivative (e.g., gains and losses) depends on the intended use of the derivative and the resulting designation.
We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and our strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. We also assess, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.
Changes in the fair value of a derivative that is effective and that is designated and qualifies as a cash flow hedge are recorded in other comprehensive income (loss) until operations are affected by the variability in cash flows of the designated hedged item, at which point they are reclassified to interest expense. Changes in the fair value of derivatives that do not qualify for hedge accounting or that were de-designated are recorded in other (income) expense, net in the unaudited condensed consolidated statements of operations on a current basis. See Note 2 for further discussion.
e.
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) attributable to Holdings' common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share is computed by dividing net income (loss) attributable to Holdings' common stockholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents using

10


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


the treasury stock method. In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.
Upon the adoption of ASU 2016-09, excess tax benefits and tax deficiencies should no longer be included as assumed proceeds in the calculation of diluted shares outstanding. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017.
The computation of diluted earnings per share included the effect of 1,696,000 and 2,358,000 dilutive stock options and restricted shares and excluded the effect of 387,000 and 27,000 antidilutive stock options for the three months ended June 30, 2017 and June 30, 2016, respectively. We incurred a net loss for the six months ended June 30, 2017, and therefore, diluted shares outstanding equaled basic shares outstanding. The computation of diluted earnings (loss) per share included the effect of 2,246,000 dilutive stock options and restricted shares for the six months ended June 30, 2016 and excluded the effect of 5,020,000 and 306,000 antidilutive stock options for the six months ended June 30, 2017 and June 30, 2016, respectively.
Earnings (loss) per common share for the three and six months ended June 30, 2017 and June 30, 2016 was calculated as follows:
 
Three Months Ended
 
Six Months Ended
(Amounts in thousands, except per share data)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net income (loss) attributable to Six Flags Entertainment Corporation
$
52,026

 
$
60,887

 
$
(5,522
)
 
$
13,952

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding — basic:
87,136

 
93,054

 
89,133

 
92,707

Effect of dilutive stock options and restricted shares
1,696

 
2,358

 

 
2,246

Weighted-average common shares outstanding — diluted:
88,832

 
95,412

 
89,133

 
94,953

 
 
 
 
 
 
 
 
Earnings (loss) per share — basic:
$
0.60

 
$
0.65

 
$
(0.06
)
 
$
0.15

Earnings (loss) per share — diluted:
$
0.59

 
$
0.64

 
$
(0.06
)
 
$
0.15

f.
Stock Benefit Plans
Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates. In May 2017 and May 2015, our stockholders approved amendments to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 4,000,000 shares and 5,000,000 shares, respectively.
We recognize the fair value of each grant as compensation expense on a straight-line basis over the vesting period using the graded vesting terms of the respective grant. The fair value of stock option grants is estimated using the Black-Scholes option pricing valuation model. The fair value of stock, restricted stock units and restricted stock awards is the quoted market price of Holdings' common stock on the date of grant.
During the year ended December 31, 2011, a performance award was established based on our goal to achieve Modified EBITDA of $500 million by 2015 (the "2015 Performance Award"). "Modified EBITDA" is defined as the Company's consolidated income from continuing operations excluding 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. Based on the results of operations for the years ended December 31, 2014 and 2015, the 2015 Performance Award was earned, resulting in the issuance of 1,511,100 shares and 1,314,000 shares, plus associated DERs, in February 2015 and 2016, respectively. We recognized a reduction in stock-based compensation expense of $1.6 million during 2016 as a result of the decline in the closing market price of Holdings' common stock on the date of issuance in February 2016 relative to December 31, 2015.
During the year ended December 31, 2014, a performance award was established based on our goal to achieve Modified EBITDA of $600 million by 2017 (the "2017 Performance Award"). The compensation committee of Holdings' Board of Directors determined that, since the incremental investment in the new Mexico waterpark was not planned when the 2017

11


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Performance Award goal was determined, the 2017 Performance Award goal will be increased by an amount based on the Company’s cost of capital times the incremental investment, prorated for the number of months in 2017 the waterpark is open less pre-opening expenses incurred in 2017. On this basis, the 2017 Performance Award goal has increased by $1.1 million to $601.1 million. If the goal is achieved in 2017, the aggregate payout under this award to key employees would be approximately 2,300,000 shares. During the quarter ended September 30, 2016, it was determined that achievement of the Modified EBITDA performance goal was probable by 2017, primarily based on the success of our fall sales campaign for 2017 season passes, memberships and all-season dining passes, as well as a growth in deferred revenue and growth in our business once weather normalized in the second half of the third quarter of 2016. However, the adverse weather experienced during the quarter ended June 30, 2017 has made achieving the goal more challenging and, in accordance with FASB ASC Topic 718, Stock Compensation, full achievement of the 2017 Performance Award is no longer deemed probable. We are now recognizing stock-based compensation expense based on partial achievement of the 2017 Performance Award. As such, we have reduced previously recognized stock-based compensation expense by $25.0 million, plus an additional $2.9 million for the associated DERs, to reflect partial achievement of the 2017 Performance Award. During the three months ended June 30, 2017, we recognized a reduction in stock-based compensation expense of $16.9 million and $2.0 million, related to the 2017 Performance Award and related DERs, respectively. During the six months ended June 30, 2017, we recognized a reduction in stock-based compensation expense of $8.4 million and $1.2 million, related to the 2017 Performance Award and associated DERs, respectively. In total, we have recognized $83.0 million and $9.8 million in stock-based compensation expense related to the 2017 Performance Award and associated DERs, respectively, since we began recognizing stock-based compensation expense for this award during the third quarter of 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended June 30, 2017, the total unrecognized compensation expense related to the 2017 Performance Award was $17.9 million, plus approximately $3.3 million for the associated DERs, that will be recognized over the remaining service period.
During the three and six months ended June 30, 2017 and June 30, 2016, stock-based compensation expense consisted of the following: 
 
Three Months Ended
 
Six Months Ended
(Amounts in thousands)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Long-Term Incentive Plan
$
(15,320
)
 
$
4,167

 
$
(3,430
)
 
$
6,073

Employee Stock Purchase Plan
15

 
77

 
115

 
177

Total Stock-Based Compensation
$
(15,305
)
 
$
4,244

 
$
(3,315
)
 
$
6,250

As of June 30, 2017, options to purchase approximately 5,020,000 shares of common stock of Holdings and approximately 12,000 shares of restricted stock or restricted stock units were outstanding under the Long-Term Incentive Plan, and approximately 5,590,000 shares were available for future grant.
The new guidance in ASU 2016-09, which we adopted in the quarter ended March 31, 2017, allows companies to elect to account for forfeitures as they occur rather than estimating the number of awards that are not expected to vest because the requisite service period will not be rendered. We have elected to continue to estimate the number of awards that are expected to vest.
g.
Revenue Recognition
We recognize revenue upon admission into our parks, provision of our services, or when products are delivered to our guests. Revenues are presented in the accompanying consolidated statements of operations net of sales taxes collected from our guests that are remitted or payable to government taxing authorities. In contrast to our season pass and other multi-use offerings (such as our all-season dining pass program, which enables season pass holders and members to eat meals and snacks any day they visit the park for one upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime the parks are open as long as the guest remains enrolled in the membership program. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in deferred revenue. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of June 30, 2017, deferred revenue was primarily comprised of (i) unredeemed season pass and all-

12


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program that will be recognized in 2017 and (iv) sponsorship revenue that will primarily be recognized in 2017.
We have entered into multiple agreements to assist third parties in the planning, design, development and operation of Six Flags-branded theme parks outside of North America. Pursuant to these agreements, we provide exclusivity, brand licensing and other services to assist in the design, development and project management of Six Flags-branded theme parks, as well as initial and ongoing management services. Each significant deliverable qualifies as a separate unit of accounting. We recognize revenue under these agreements over the relevant service period of each unit of accounting based on its relative selling price, as determined by our best estimate of selling price. Our best estimate of selling price is established consistent with our overall pricing strategy and includes, but is not limited to, consideration of current market conditions, various risk factors and our required return and profit objectives. We review the service period of each unit of accounting on an ongoing basis and revise it as necessary throughout the year. Revisions to the relevant service periods of the units of accounting may result in revisions to revenue in future periods and are recognized in the period in which the change is identified.
h.
Accounts Receivable, Net
Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, such as season passes and the membership program. We are not exposed to a significant concentration of credit risk; however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of June 30, 2017 and December 31, 2016, we have recorded an allowance for doubtful accounts of $12.9 million and $3.0 million, respectively, which is primarily comprised of estimated defaults under our membership plans. To the extent that our membership plans have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership plans is offset with a corresponding reduction in deferred revenue.
i.
Recently Adopted Accounting Pronouncements
In March 2016, the FASB issued ASU 2016-09. The amendments in ASU 2016-09 intend to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 requires that companies elect to account for forfeitures based on an estimate of the number of awards for which the requisite service period will not be rendered or to account for forfeitures as they occur. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. We adopted the new guidance in ASU 2016-09 in the quarter ended March 31, 2017. The impact of the adoption of ASU 2016-09 on our consolidated financial statements is as follows:
Condensed Consolidated Balance Sheets - a $101.1 million reduction in the January 1, 2017 accumulated deficit and deferred income taxes balances resulting from the recognition (modified retrospective) of all previously unrecognized excess tax benefits and tax deficiencies related to employee share-based payments;
Condensed Consolidated Statements of Operations - all excess tax benefits and tax deficiencies related to employee share-based payments will be recognized through income tax expense (prospectively); and
Condensed Consolidated Statements of Cash Flows - all excess tax benefits related to employee share-based payments will be presented as operating activities along with other income tax cash flows (prospectively).
j.
Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("ASU 2015-14"), to defer the effective date of ASU 2014-09 for one year. Therefore, the new guidance will be effective for annual and interim periods beginning after December 15, 2017, and will replace most existing revenue recognition guidance under U.S. GAAP. In March and April 2016, the FASB issued Accounting Standards Update No. 2016-08 and No. 2016-10, Revenue from Contracts with Customers (Topic 606) and Principal versus Agent Considerations and Identifying Performance Obligations and Licensing, respectively (together, "ASU 2016-08/10"). The amendments in ASU 2016-08/10 state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity

13


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


expects to be entitled in exchange for those goods or services. The effective date and transition requirements for the amendments in ASU 2016-08/10 are the same as the effective date and transition requirements in ASU 2015-14. ASU 2016 08/10 permits the use of either a retrospective or cumulative effect transition method and early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We have undertaken a review of our key revenue drivers as they relate to ASU 2014-09. We will not be early adopting these standards and we have not selected a transition method upon adoption. Based on our initial evaluation, we are determining if performance obligations under the revenue standards will change the categorization of certain admission or in-park items based on specific commitments. As it relates to sponsorship and international licensing, we continue to evaluate the impact of the standards on these revenue accounts.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The main amendments in ASU 2016-02 require recognition on the balance sheet of lease assets and lease liabilities by lessees for those leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years, with early application permitted. We have not yet selected a transition method; however, we note that with the adoption of the amendments in ASU 2016-02, operating leases related to certain of our land leases will require recognition in our consolidated balance sheet under ASU 2016-02. This could have a material effect on our consolidated statement of financial position, but we do not anticipate this will have a material effect on our results of operations or cash flows.
In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The amendments in ASU 2016-15 address eight classification issues related to the statement of cash flows:
debt prepayment or debt extinguishment costs;
settlement of zero-coupon bonds;
contingent consideration payments made after a business combination;
proceeds from the settlement of insurance claims;
proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;
distributions received from equity method investees;
beneficial interests in securitization transactions; and
separately identifiable cash flows and application of the predominance principle.
ASU 2016-15 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2016-15 using a retrospective transition method to each period presented. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our statement of cash flows.
In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2016-18 using a retrospective transition method to each period presented. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our statement of cash flows.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles-Goodwill and Other (Topic 350) ("ASU 2017-04"). The amendments in ASU 2017-04 intend to simplify the subsequent measurement of goodwill, eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early application permitted. An entity should apply ASU 2017-04 using a prospective transition method. We do not anticipate that the adoption of this pronouncement will result in a material impact to our financial position, results of operations or cash flows.

14


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715) “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements, interim or annual, have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statements. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. We do not anticipate that the adoption of this pronouncement will result in a material impact to the presentation of our net periodic pension cost and net periodic postretirement benefit cost.
2.
Derivative Financial Instruments
By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instrument is placed with counterparties that we believe pose minimal credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, commodity prices or currency exchange rates. We manage the market risk associated with derivative instruments by establishing and monitoring parameters that limit the types and degree of market risk that we may undertake. We hold and issue derivative instruments for risk management purposes only and do not utilize derivatives for trading or speculative purposes.
We record derivative instruments at fair value on our unaudited and audited condensed consolidated balance sheets. When in qualifying relationships, the effective portion of all cash flow designated derivatives are deferred in accumulated other comprehensive income (loss) ("AOCI") and are reclassified to interest expense when the forecasted transaction takes place. Ineffective changes, if any, and changes in the fair value of derivatives that are not designated as hedging instruments are recorded directly to interest expense and other (income) expense, net, respectively. Our derivatives are measured on a recurring basis using Level 2 inputs. The fair value measurements of our derivatives are based on market prices that generally are observable for similar assets or liabilities at commonly quoted intervals. Derivative assets and derivative liabilities that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and derivative liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively.
In April 2014, we entered into three separate interest rate swap agreements (collectively, the "Interest Rate Swap Agreements") with an aggregate notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B (as defined in "Item 1. Financial Statements – Notes to Consolidated Financial Statements (Unaudited) – Note 4" in this Quarterly Report). The term of the Interest Rate Swap Agreements began in June 2014 and expires in December 2017. Upon execution, we designated and documented the Interest Rate Swap Agreements as cash flow hedges. On March 31, 2017, the Interest Rate Swap Agreements were de-designated due to a change in the forecasted borrowings. The Interest Rate Swap Agreements continue to serve as economic hedges and provide protection against rising interest rates. Subsequent to the de-designation, the amounts recorded in accumulated other comprehensive income (loss) will be amortized into earnings through the original December 2017 maturity date.
Derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of June 30, 2017 and December 31, 2016, respectively, consisted of the following:
 
Derivative Liabilities
(Amounts in thousands)
June 30, 2017
 
December 31, 2016
Derivatives Designated as Cash Flow Hedges
 
 
 
Interest Rate Swap Agreements - Current
$

 
$
871

Derivatives Not Designated as Hedging Instruments
 
 
 
Interest Rate Swap Agreements - Current
291

 

 
$
291

 
$
871


15


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Gains and losses before taxes on derivatives not designated as hedging instruments included in our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2017 and June 30, 2016 were as follows:
Three Months Ended June 30, 2017 and June 30, 2016
 
Amount of Loss Recognized in Income on Derivative
(Amounts in thousands)
2017
 
2016
Interest Rate Swap Agreements
$
(55
)
 
$

Total
$
(55
)
 
$

Six Months Ended June 30, 2017 and June 30, 2016
 
Amount of Loss Recognized in Income on Derivative
(Amounts in thousands)
2017
 
2016
Interest Rate Swap Agreements
$
(55
)
 
$

Total
$
(55
)
 
$

Gains and losses before taxes on derivatives designated as cash flow hedges included in our unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2017 and June 30, 2016 were as follows:
Three Months Ended June 30, 2017 and June 30, 2016
 
Gain (Loss) Recognized in AOCI
(Effective Portion)
 
Loss Reclassified from
AOCI into Operations
(Effective Portion)
 
Loss Recognized in
Operations on Derivatives
(Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Interest Rate Swap Agreements
$

 
$
(446
)
 
$
(158
)
 
$
(441
)
 
$

 
$

Total
$

 
$
(446
)
 
$
(158
)
 
$
(441
)
 
$

 
$

Six Months Ended June 30, 2017 and June 30, 2016
 
Gain (Loss) Recognized in AOCI
(Effective Portion)
 
Loss Reclassified from
AOCI into Operations
(Effective Portion)
 
Gain Recognized in
Operations on Derivatives
(Ineffective Portion and Amount Excluded from Effectiveness Testing)
(Amounts in thousands)
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Interest Rate Swap Agreements
$
57

 
$
(1,530
)
 
$
(451
)
 
$
(883
)
 
$
30

 
$

Total
$
57

 
$
(1,530
)
 
$
(451
)
 
$
(883
)
 
$
30

 
$

The Interest Rate Swap Agreements were de-designated on March 31, 2017, and the amounts previously recorded in accumulated other comprehensive income will be amortized into earnings through the original December 2017 maturity date. As of June 30, 2017, approximately $0.3 million of unrealized losses related to the Interest Rate Swap Agreements prior to de-designation remain in accumulated other comprehensive income (loss), all of which is expected to be reclassified from accumulated other comprehensive income (loss) to operations within the next twelve months.
3.
Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The following table and accompanying information present the estimated fair values and classifications of our financial instruments in accordance with FASB ASC Topic 820, Fair Value Measurement, as of June 30, 2017 and December 31, 2016:

16


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


 
As of
 
June 30, 2017
 
December 31, 2016
(Amounts in thousands)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Financial assets (liabilities):
 

 
 

 
 

 
 

Restricted-use investment securities
$
2,784

 
$
2,784

 
$
3,926

 
$
3,926

Interest Rate Swap Agreements
(291
)
 
(291
)
 
(871
)
 
(871
)
Long-term debt (including current portion)
(2,048,057
)
 
(2,077,087
)
 
(1,653,647
)
 
(1,679,525
)
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
The carrying values of cash and cash equivalents, accounts receivable, notes receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.
Restricted-use investment securities consist of interest bearing bank accounts for which their carrying value approximates their fair value because of their short term maturity. The measurement of restricted-use investment securities is considered a Level 2 fair value measurement.
The measurement of the fair value of derivative assets and liabilities is based on market prices that generally are observable for similar assets and liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. Derivative assets and liabilities that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively. See Note 2 for additional information on our derivative instruments and related Company policies.
The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement.
4.
Long-Term Indebtedness
Credit Facility
On December 20, 2011, we entered into a $1,135.0 million credit agreement (the "2011 Credit Facility") with several lenders including Wells Fargo Bank National Association, as administrative agent, and related loan and security documentation agents. The 2011 Credit Facility was comprised of a 5-year $200.0 million revolving credit loan facility (the "Revolving Loan"), a 5-year $75.0 million Tranche A Term Loan facility ("Term Loan A") and a 7-year $860.0 million Tranche B Term Loan facility ("Term Loan B" and together with the Term Loan A, the "Term Loans"). In certain circumstances, the Term Loan B could be increased by $300.0 million. The proceeds from the $935.0 million Term Loans were used, along with $15.0 million of existing cash, to retire the $950.0 million senior term loan from the prior facility. Interest on the 2011 Credit Facility accrued based on pricing rates corresponding with the senior secured leverage ratios of Six Flags Theme Parks Inc. ("SFTP") as set forth in the credit agreement.
On December 21, 2012, we entered into an amendment to the 2011 Credit Facility (the "2012 Credit Facility Amendment") that among other things, permitted us to (i) issue $800.0 million of senior unsecured notes (see 2021 Notes, 2024 Notes and 2027 Notes below), (ii) use $350.0 million of the proceeds of the senior unsecured notes to repay the $72.2 million that was outstanding under the Term Loan A and $277.8 million of the outstanding balance of the Term Loan B, (iii) use the remaining $450.0 million of proceeds for share repurchases and other corporate matters and (iv) reduce the interest rate payable on the Term Loan B by 25 basis points.
On December 23, 2013, we entered into an amendment to the 2011 Credit Facility (the "2013 Credit Facility Amendment") that reduced the overall borrowing rate on the Term Loan B by 50 basis points through (i) a 25 basis point reduction in the applicable margin from LIBOR plus 3.00% to LIBOR plus 2.75% and (ii) a 25 basis point reduction in the minimum LIBOR rate from 1.00% to 0.75%. Additionally, the 2013 Credit Facility Amendment permitted us to use up to $200.0 million of our excess cash on hand, over time, for general corporate purposes, including potential share repurchases.
On June 30, 2015, we amended and restated the 2011 Credit Facility (as amended by the 2012 Credit Facility Amendment and the 2013 Credit Facility Amendment, the "Amended and Restated Credit Facility"). The Amended and Restated Credit Facility is comprised of a $250.0 million revolving credit loan facility (the "Amended and Restated Revolving Loan") and a $700.0 million Tranche B Term Loan facility (the "Amended and Restated Term Loan B"). In connection with entering into the

17


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Amended and Restated Credit Facility, we fully repaid the outstanding Term Loan B. The remaining proceeds from the Amended and Restated Credit Facility were used for share repurchases and payment of refinancing fees.
On June 16, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.75% to LIBOR plus 2.50%. We capitalized $1.0 million of debt issuance costs directly associated with the issuance of this amendment. Additionally, we used $150.0 million of the proceeds from the issuance of the 2024 Notes discussed below to reduce our borrowings under the Amended and Restated Term Loan B and recognized a loss on debt extinguishment of $2.4 million. The paydown of borrowings under the Amended and Restated Term Loan B will eliminate any required quarterly amortization payments thereunder until its final maturity on June 30, 2022.
On December 20, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement. We capitalized a nominal amount of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.5 million.
On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.25% to LIBOR plus 2.00%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.2 million.
As of June 30, 2017 and December 31, 2016, no amounts under the Amended and Restated Revolving Loan were outstanding (excluding amounts reserved for letters of credit in the amount of $19.7 million). Interest on the Amended and Restated Revolving Loan accrues at an annual rate of LIBOR plus an applicable margin with an unused commitment fee based on our senior secured leverage ratio. As of June 30, 2017, the Amended and Restated Revolving Loan unused commitment fee was 0.375%. The principal amount of the Amended and Restated Revolving Loan is due and payable on June 30, 2020.
As of June 30, 2017 and December 31, 2016, $544.8 million was outstanding under the Amended and Restated Term Loan B. Interest on the Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, based on our consolidated leverage ratio. In April 2014, we entered into the Interest Rate Swap Agreements with a notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B. The Interest Rate Swap Agreements continue to mitigate an increase in the LIBOR rate in effect on the Amended and Restated Term Loan B. See Note 2 for further discussion. As of June 30, 2017, the applicable interest rate on the Amended and Restated Term Loan B was 3.15%. The Amended and Restated Term Loan B was payable in equal quarterly installments of $1.8 million, but the $150.0 million prepayment with proceeds from the 2024 Notes discussed below was applied to the quarterly amortization payments and eliminated the future quarterly amortization payments until maturity. The outstanding principal of the Amended and Restated Term Loan B is due and payable on June 30, 2022.
Amounts outstanding under the Amended and Restated Credit Facility are guaranteed by Holdings, Six Flags Operations Inc. ("SFO") and certain of the domestic subsidiaries of SFTP (collectively, the "Loan Parties"). The Amended and Restated Credit Facility is secured by a first priority security interest in substantially all of the assets of the Loan Parties. The Amended and Restated Credit Facility agreement contains certain representations, warranties, affirmative covenants and financial covenants (specifically, (i) a minimum interest coverage covenant and (ii) a maximum senior leverage maintenance covenant). In addition, the Amended and Restated Credit Facility agreement contains restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the incurrence of indebtedness and liens, fundamental changes, restricted payments, capital expenditures, investments, prepayments of certain indebtedness, transactions with affiliates, changes in fiscal periods, modifications of certain documents, activities of the Company and SFO and hedging agreements, subject, in each case, to certain carve-outs.
2021 Notes, 2024 Notes and 2027 Notes
On December 21, 2012, Holdings issued $800.0 million of 5.25% senior unsecured notes due January 15, 2021 (the "2021 Notes"). The proceeds from the 2021 Notes were used to repay the $72.2 million that was outstanding under the Term Loan A and to repay $277.8 million of the outstanding balance of the Term Loan B. The remaining proceeds were used for share repurchases. Interest payments of $21.0 million were due semi-annually on January 15 and July 15 (except in 2013 when we only made one interest payment of $22.3 million on July 15).
On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024 (the "2024 Notes"). We capitalized $4.7 million of debt issuance costs directly associated with the issuance of the 2024 Notes. We used

18


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


approximately $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated Term Loan B and we used the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which primarily included repurchases of our common stock.
On April 13, 2017, we issued an additional $700.0 million of 4.875% Senior Notes due 2024 (the "2024 Notes Add-on"). We capitalized $3.9 million of debt issuance costs directly associated with the issuance of the 2024 Notes Add-on. Interest payments of $24.4 million for the 2024 Notes and the 2024 Notes Add-on are due semi-annually on January 31 and July 31 of each year, with the exception of the first payment for the 2024 Notes on January 31, 2017, which was $9.1 million.
On April 13, 2017, we issued $500.0 million of 5.50% Senior Notes due 2027 (the "2027 Notes"). We capitalized $2.6 million of debt issuance costs directly associated with the issuance of the 2027 Notes. Interest payments of $13.8 million are due semi-annually on April 15 and October 15 of each year, with the exception of the first payment on October 15, 2017, which will be approximately $13.9 million.
A portion of the net proceeds from the issuance of the 2024 Notes Add-on and 2027 Notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes, including to pay the accrued and unpaid interest to the redemption date, the related redemption premium on the 2021 Notes, and related fees and expenses. The remaining net proceeds were used for general corporate and working capital purposes, which primarily included repurchases of our common stock. In connection with the redemption of all of the outstanding 2021 Notes, in the second quarter of 2017 we recognized a loss on debt extinguishment of $36.9 million in addition to certain fees associated with the closing of the transaction.
The 2024 Notes, 2024 Notes Add-on and 2027 Notes are guaranteed by the Loan Parties. The 2024 Notes, 2024 Notes Add-on and 2027 Notes contain restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the ability of the Loan Parties to incur additional indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments, engage in transactions with affiliates, pay dividends and repurchase capital stock. The 2024 Notes, 2024 Notes Add-on and 2027 Notes contain certain events of default, including payment defaults, breaches of covenants and representations, cross defaults to other material indebtedness, judgment, and changes of control and bankruptcy events of default.
HWP Refinance Loan
On November 5, 2007, HWP Development LLC ("HWP") entered into a $33.0 million term loan (the "Refinance Loan"). Borrowings under the Refinance Loan bear interest at 6.72%. Monthly payments of principal and interest of $0.2 million are payable through November 1, 2017. On December 1, 2017, all unpaid principal and interest is due and payable. Due to significant early pre-payment penalties under the Refinance Loan, we do not currently intend to pre-pay the Refinance Loan prior to its scheduled maturity. HWP is subject to various covenants under the Refinance Loan that place certain restrictions limiting or prohibiting engaging in certain types of transactions. Pursuant to the Refinance Loan, HWP deposited into escrow $2.8 million and $3.9 million as of June 30, 2017 and December 31, 2016, respectively, and will make additional monthly deposits to cover annual amounts owed for insurance, taxes and furniture, fixture and equipment purchases.
Long-Term Indebtedness Summary
As of June 30, 2017 and December 31, 2016, long-term debt consisted of the following: 
 
As of
(Amounts in thousands)
June 30, 2017
 
December 31, 2016
Amended and Restated Term Loan B
$
544,750

 
$
544,750

2021 Notes

 
800,000

2024 Notes
1,000,000

 
300,000

2027 Notes
500,000

 

HWP Refinance Loan
28,867

 
29,161

Net discount
(8,803
)
 
(2,192
)
Deferred financing costs
(16,757
)
 
(18,072
)
Long-term debt and Short-term borrowings
2,048,057

 
1,653,647

Less current portion
(28,867
)
 
(29,161
)
Total long-term debt
$
2,019,190

 
$
1,624,486


19


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


5.
Accumulated Other Comprehensive Income (Loss)
Changes in the composition of AOCI during the six months ended June 30, 2017 were as follows:
(Amounts in thousands)
Cumulative
Translation
Adjustment
 
Cash Flow
Hedges
 
Defined Benefit
Plans
 
Income
Taxes
 
Accumulated
Other
Comprehensive
Income (Loss)
Balances at December 31, 2016
$
(31,942
)
 
$
(826
)
 
$
(43,960
)
 
$
9,544

 
$
(67,184
)
Amounts reclassified from accumulated other comprehensive income (loss)

 
451

 
421

 
(340
)
 
532

Current period other comprehensive income (loss) activity
7,362

 
57

 

 
(2,605
)
 
4,814

Balances at June 30, 2017
$
(24,580
)
 
$
(318
)
 
$
(43,539
)
 
$
6,599

 
$
(61,838
)
The Company had the following reclassifications out of accumulated other comprehensive income (loss) during the three and six months ended June 30, 2017 and June 30, 2016:
 
 
Location of Reclassification into Income
 
Amount of Reclassification from AOCI
 
Amount of Reclassification from AOCI
 
 
 
Three Months Ended
 
Six Months Ended
Component of AOCI 
 
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
 
 
 
 
(Amounts in thousands)
Amortization of loss on interest rate hedge
 
Interest expense
 
$
158

 
$
441

 
$
451

 
$
883

 
 
Income tax expense
 
(62
)
 
(172
)
 
(176
)
 
(345
)
 
 
Net of tax
 
$
96

 
$
269

 
$
275

 
$
538

 
 
 
 
 
 
 
 
 
 
 
Amortization of deferred actuarial loss and prior service cost
 
Operating expenses
 
$
210

 
$
247

 
$
421

 
$
494

 
 
Income tax expense
 
(82
)
 
(96
)
 
(164
)
 
(192
)
 
 
Net of tax
 
$
128

 
$
151

 
$
257

 
$
302

 
 
 
 
 
 
 
 
 
 
 
Total reclassifications
 
 
 
$
224

 
$
420

 
$
532

 
$
840


20


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


6.
Commitments and Contingencies
Partnership Parks
On April 1, 1998, we acquired all of the capital stock of the former Six Flags Entertainment Corporation (a corporation that has been merged out of existence and that has always been a separate corporation from Holdings, "Former SFEC") for $976.0 million, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Former SFEC acquisition, we also guaranteed certain contractual obligations relating to the Partnership Parks. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions (including rent) of approximately $69.7 million in 2017 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of June 30, 2017, our share of the distribution will be approximately $30.5 million) and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Parks' revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put"). The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park's weighted average four year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously paid for the units of the Partnership Parks by certain entities. Pursuant to the valuation methodologies described in the preceding sentence, the Specified Price for the Partnership Parks, if determined as of June 30, 2017, is $374.6 million in the case of SFOG and $433.8 million in the case of SFOT. As of June 30, 2017, we owned approximately 31.0% and 53.1% of the Georgia limited partner interests and Texas limited partner interests, respectively. Our obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.
In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia limited partner and the Texas limited partner, respectively, at a price based on the Specified Price, increased by a cost of living adjustment. Pursuant to the 2017 annual offer, we did not purchase any units from the Georgia partnership and we purchased 0.0708 units from the Texas partnership for approximately $0.1 million in May 2017. Pursuant to the 2016 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.0650 units from the Georgia partnership for approximately $0.2 million in May 2016. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions. The maximum unit purchase obligations for 2018 at both parks will be approximately $461.5 million, representing approximately 69.0% of the outstanding units of SFOG and 46.9% of the outstanding units of SFOT. An additional $350.0 million of the Amended and Restated Term Loan B under the Amended and Restated Credit Facility is available for borrowing for future "put" obligations, if necessary.
In connection with our acquisition of the Former SFEC, we entered into the Subordinated Indemnity Agreement with certain of the Company's entities, Time Warner and an affiliate of Time Warner, pursuant to which, among other things, we transferred to Time Warner (which has guaranteed all of our obligations under the Partnership Park arrangements) record title to the corporations which own the entities that have purchased and will purchase limited partnership units of the Partnership Parks, and we received an assignment from Time Warner of all cash flow received on such limited partnership units, and we otherwise control such entities. In addition, we issued preferred stock of the managing partner of the partnerships to Time Warner. In the event of a default by us under the Subordinated Indemnity Agreement or of our obligations to our partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. If we satisfy all such obligations, Time Warner is required to transfer to us the entire equity interests of these entities.
We incurred $27.8 million of capital expenditures at these parks during the 2016 season and intend to incur approximately $17.0 million of capital expenditures at these parks for the 2017 season, an amount in excess of the minimum required expenditure. Cash flows from operations at the Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The Partnership Parks generated approximately $79.5 million of cash in 2016 from operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of June 30, 2017 and December 31, 2016, we had total loans receivable outstanding of $239.3 million from the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements to the Partnership Parks and distributions to the limited partners in prior years.

21


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Insurance
We maintain insurance of the types and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents arising after November 15, 2003 but prior to December 31, 2008, our self-insured retention is $2.5 million per occurrence ($2.0 million per occurrence for the twelve months ended November 15, 2003 and $1.0 million per occurrence for the twelve months ended November 15, 2002) for our domestic parks and a nominal amount per occurrence for our international parks. For incidents arising after November 1, 2004 but prior to December 31, 2008, we have a one-time additional $0.5 million self-insured retention, in the aggregate, applicable to all claims in the policy year. For incidents arising on or after December 31, 2008, our self-insured retention is $2.0 million, followed by a $0.5 million deductible per occurrence applicable to all claims in the policy year for our domestic parks and our park in Canada and a nominal amount per occurrence for our park in Mexico. Defense costs are in addition to these retentions. Our general liability policies cover the cost of punitive damages only in certain jurisdictions. Based upon reported claims and an estimate for incurred, but not reported claims, we accrue a liability for our self-insured contingencies. For workers' compensation claims arising after November 15, 2003, our deductible is $0.75 million ($0.5 million deductible for the period from November 15, 2001 to November 15, 2003). We also maintain fire and extended coverage, business interruption, terrorism and other forms of insurance typical to businesses in this industry. The all peril property coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. Additionally, we maintain information security and privacy liability insurance in the amount of $10.0 million with a $0.25 million self-insured retention per event.
The majority of our current insurance policies expire on December 31, 2017. We generally renegotiate our insurance policies on an annual basis. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.
Litigation
We are party to various legal actions arising in the normal course of business, including the cases discussed below. Matters that are probable of unfavorable outcome to us and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, our estimate of the outcomes of such matters and our experience in contesting, litigating and settling similar matters. None of the actions are believed by management to involve amounts that would be material to our consolidated financial position, results of operations or liquidity after consideration of recorded accruals.
On January 6, 2009, a civil action against us was commenced in the State Court of Cobb County, Georgia. The plaintiff sought damages for personal injuries, including an alleged brain injury, as a result of an altercation with a group of individuals on property adjacent to SFOG on July 3, 2007. Certain of the individuals were employees of the park, but were off-duty and not acting within the course or scope of their employment with SFOG at the time the altercation occurred. The plaintiff, who had exited the park, claimed that we were negligent in our security of the premises. Four of the individuals who allegedly participated in the altercation were also named as defendants in the litigation. Our motion for summary judgment was denied by the trial court on May 19, 2011. Pursuant to the trial that concluded on November 20, 2013, the jury returned a verdict in favor of the plaintiff for $35.0 million. The jury allocated 92% of the verdict against Six Flags and the judgment was entered on February 11, 2014. Following the verdict, we paid the full amount of our $2.5 million self-insurance retention to our insurers and they assumed all remaining financial obligations to the plaintiff, if any.  A notice of appeal was filed on September 19, 2014, which our insurers were pursuing on Six Flags' and the insurers' behalf, and on October 2, 2014, the plaintiff filed a notice of cross appeal. On November 20, 2015, the Georgia Court of Appeals reversed the jury verdict and remanded for a new trial on both liability and damages. On December 16, 2015, the Georgia Court of Appeals denied the parties’ various motions for reconsideration. A petition for writ of certiorari in the Georgia Supreme Court was filed on behalf of Six Flags on January 19, 2016. The Six Flags petition asked the Georgia Supreme Court to grant further review and rule that Six Flags was entitled to judgment as a matter of law without the need for a new trial. On January 19, 2016, the plaintiff also filed a petition for writ of certiorari asking the Georgia Supreme Court to review the Court of Appeals’ reversal of the jury verdict. On September 6, 2016, the Georgia Supreme Court granted both parties' certiorari petitions and oral arguments were heard on February 13, 2017. On June 5, 2017, the Georgia Supreme Court affirmed in part and reversed in part the decision of the Court of Appeals and remanded the case for further proceedings consistent with the Georgia Supreme Court’s decision. The Georgia Supreme Court held that we were entitled to a new trial to determine apportionment of damages among various tortfeasors.  On June 5, 2017, the trial court entered an order approving a confidential settlement agreement reached by the parties. The amount set forth in the settlement agreement will be paid by our insurance carriers.
On June 27, 2012, Wishtoyo Foundation and its Ventura Coastkeeper program, Los Angeles Coastkeeper d/b/a Santa Monica Baykeeper, and Friends of the Santa Clara River, all non-profit corporations, filed a complaint against Holdings, SFTP

22


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


and Magic Mountain LLC in the United States District Court for the Central District of California seeking declaratory and injunctive relief and civil penalties under, among others, the Federal Water Pollution Control Act (more commonly known as the Clean Water Act). The plaintiffs alleged that Six Flags Magic Mountain discharged water in violation of its water discharge permits into the Santa Clara River. In January 2015, the parties to the lawsuit entered into a consent decree to settle the lawsuit, and on March 26, 2015, the consent decree was approved and entered by the District Court. In connection with settlement of the lawsuit, pending permitting, we intend to install at Six Flags Magic Mountain an on-site infiltration basin to retain, manage and infiltrate stormwater runoff from the park in certain instances.
On July 3, 2012, a civil action was commenced against us in the Superior Court of Solano County, California. The plaintiffs sought damages for personal injuries when a guest at Six Flags Discovery Kingdom jumped on a swinging gate arm that entered a passing tram carrying the plaintiffs on July 3, 2010. On October 24, 2014, the litigation was dismissed without prejudice with respect to one of the plaintiffs, a minor, who may reinstate the lawsuit at any time prior to 2 years following the date such plaintiff reaches the age of majority. In January 2015, an agreement was reached to settle the lawsuit with the remaining plaintiffs. We previously expensed the full amount of our $2.5 million self-insurance retention. Based on the passage of time without ongoing litigation and the advice of counsel, the retention was reduced.
On September 12, 2014, a civil action was commenced against us in the Circuit Court of Cook County, Illinois.  The plaintiff sought damages for personal injuries after riding a water slide at Six Flags Great America. In 2015, the venue for the action was transferred to Lake County. Pursuant to the trial that concluded on April 26, 2016, the jury returned a verdict in favor of the plaintiff for $1.5 million. In May 2016 we filed a post-trial motion to vacate the jury verdict, however, on May 31, 2017, the Appellate Court of the Second District denied our appeal and we paid the judgment amount plus interest.
On January 7, 2016, a potential class action complaint was filed against Six Flags Entertainment Corporation in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act in connection with the admission of season pass holders and members through the finger scan program at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorneys' fees and an injunction. The program commenced at the park in the 2014 operating season. The complaint does not allege that any information was misused or disseminated. On June 17, 2016, the court denied our motion to dismiss and allowed the case to proceed. On January 6, 2017, the court denied our motion to certify questions for interlocutory appeal, but on April 7, 2017, the court granted our motion for reconsideration of the motion for interlocutory appeal and certified two questions for consideration by the Illinois Appellate Court of the Second District. On June 7, 2017, the Illinois Appellate Court granted our motion to appeal. Accordingly, two questions regarding the interpretation of the Illinois Biometric Information Privacy Act have been certified for consideration by the Appellate Court. We intend to continue to vigorously defend ourselves against this litigation. Since this litigation is still in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss in excess of the immaterial amount that we have recorded for this litigation cannot be made.
Tax and Other Contingencies
As of June 30, 2017 and December 31, 2016, we had a nominal amount of accrued liabilities for tax and other indemnification contingencies related to certain parks sold in previous years that could be recognized as recovery of losses in the future if such liabilities are not requested to be paid.

23


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


7.
Noncontrolling Interests, Partnerships and Joint Ventures
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests represent the non-affiliated parties' share of the assets of the Partnership Parks that are less than wholly-owned: SFOT, SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG. As of June 30, 2017, redeemable noncontrolling interests in the SFOT and SFOG partnerships was $237.3 million and $268.0 million, respectively.
The following table presents a rollforward of redeemable noncontrolling interests in the Partnership Parks:
(Amounts in thousands)
SFOT
 
SFOG
 
Total
Balance at December 31, 2016
$
227,620

 
$
258,256

 
$
485,876

Purchase of redeemable units of SFOT and SFOG
(128
)
 

 
(128
)
Fresh start accounting fair market value adjustment for purchased units
(32
)
 

 
(32
)
Net income attributable to noncontrolling interests
9,850

 
9,755

 
19,605

Balance at June 30, 2017
$
237,310

 
$
268,011

 
$
505,321

See Note 6 for a description of the partnership arrangements applicable to the Partnership Parks, the accounts of which are included in the accompanying unaudited condensed consolidated financial statements. The redemption value of the noncontrolling partnership units in SFOT and SFOG as of June 30, 2017 was approximately $203.5 million and $258.3 million, respectively.
8.
Business Segments
We manage our operations on an individual park location basis, including operations from parks owned, managed and branded. Discrete financial information is maintained for each park and provided to our corporate management for review and as a basis for decision making. The primary performance measure used to allocate resources is Park EBITDA (defined as park-related operating earnings, excluding the impact of interest, taxes, depreciation, amortization and any other non-cash income or expenditures). Primarily all of our parks provide similar products and services through a similar process to the same class of customer through a consistent method. We also believe that the parks share common economic characteristics. Based on these factors, we have only one reportable segment—theme parks.
The following table presents segment financial information and a reconciliation of net income to Park EBITDA. Park level expenses exclude all non-cash operating expenses, principally depreciation and amortization and all non-operating expenses.
 
Three Months Ended
 
Six Months Ended
(Amounts in thousands)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net income
$
71,631

 
$
80,100

 
$
14,083

 
$
33,165

Interest expense, net
27,156

 
20,190

 
48,157

 
39,648

Income tax expense (benefit)
36,054

 
41,059

 
(1,537
)
 
17,199

Depreciation and amortization
26,822

 
25,924

 
54,113

 
51,952

Corporate expenses
11,448

 
13,648

 
26,490

 
27,692

Stock-based compensation
(15,305
)
 
4,244

 
(3,315
)
 
6,250

Non-operating park level expense (income), net:
 
 
 
 
 
 
 
Loss on disposal of assets
1,657

 
597

 
2,327

 
114

Loss on debt extinguishment
37,109

 
2,377

 
37,109

 
2,377

Other expense (income), net
568

 
(8
)
 
(335
)
 
691

Park EBITDA
$
197,140

 
$
188,131

 
$
177,092

 
$
179,088

All of our owned or managed parks are located in the United States with the exception of two parks in Mexico and one park in Montreal, Canada. We also have revenue and expenses related to the development of Six Flags-branded theme parks outside of North America. The following information reflects our long-lived assets (which consists of property and equipment and intangible assets), revenues and income before income taxes by domestic and foreign categories as of or for the six months ended June 30, 2017 and June 30, 2016:

24


Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


 
Domestic
 
Foreign
 
Total
2017
(Amounts in thousands)
Long-lived assets
$
2,146,867

 
$
102,351

 
$
2,249,218

Revenues
479,515

 
42,385

 
521,900

Income before income taxes
11,184

 
1,362

 
12,546

2016
 

 
 

 
 

Long-lived assets
$
2,127,713

 
$
85,990

 
$
2,213,703

Revenues
480,182

 
42,303

 
522,485

Income before income taxes
45,493

 
4,871

 
50,364

9.
Pension Benefits
We froze our pension plan effective March 31, 2006, pursuant to which most participants no longer earned future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. The following summarizes our pension costs during the three and six months ended June 30, 2017 and June 30, 2016:
 
Three Months Ended
 
Six Months Ended
(Amounts in thousands)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Service cost
$
425

 
$
600

 
$
850

 
$
1,200

Interest cost
2,066

 
2,242

 
4,131

 
4,484

Expected return on plan assets
(3,210
)
 
(3,117
)
 
(6,421
)
 
(6,233
)
Amortization of net actuarial loss
210

 
247

 
421

 
494

Total net periodic benefit
$
(509
)
 
$
(28
)
 
$
(1,019
)
 
$
(55
)
Weighted-Average Assumptions Used To Determine Net Cost
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Discount rate
3.90
%
 
4.10
%
 
3.90
%
 
4.10
%
Rate of compensation increase
N/A

 
N/A

 
N/A

 
N/A

Expected return on plan assets
7.25
%
 
7.25
%
 
7.25
%
 
7.25
%
Employer Contributions
During the six months ended June 30, 2017 and June 30, 2016, we made pension contributions of $1.5 million and $3.0 million, respectively.
10.
Stock Repurchase Plans
On November 20, 2013, Holdings announced that its Board of Directors approved a new stock repurchase program that permitted Holdings to repurchase up to $500.0 million in shares of Holdings' common stock over a four-year period (the "November 2013 Stock Repurchase Plan"). Holdings fully utilized the availability under the November 2013 Stock Repurchase Plan by August 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative cost of approximately $500.0 million and an average price per share of $43.75.
On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). Holdings fully utilized the availability under the June 2016 Stock Repurchase Plan by April 2017. Throughout the program, Holdings repurchased 8,392,000 shares at a cumulative cost of approximately $500.0 million and an average price per share of $59.58.
On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "March 2017 Stock

25



Repurchase Plan"). As of July 21, 2017, Holdings had repurchased 606,000 shares at a cumulative cost of approximately $37.2 million and an average price per share of $61.36 under the March 2017 Stock Repurchase Plan, leaving approximately $462.8 million available for permitted repurchases.
The timing of share repurchases is limited by the covenants in the Amended and Restated Credit Facility, the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes. We will continue to evaluate the share repurchase limits per the covenants on an on-going basis to determine our ability to utilize the remaining amount authorized for share repurchases. See Note 4 for further discussion.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis contains forward-looking statements that are based on our current beliefs, expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are, by their nature, subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. 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 2016 Annual 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 consolidated financial position and results of operations. This information should be read in conjunction with our unaudited 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 2016 Annual Report.
Overview
General
We are the largest regional theme park operator in the world based on the number of parks we operate. Of our 20 regional theme and water parks, 17 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 they 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, thereby 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 six months ended June 30, 2017 and June 30, 2016 are not indicative of the results expected for the full year. In particular, our park operations generate a significant majority of their annual revenue during the period from Memorial Day to Labor Day each year while expenses are incurred year round.
Our revenue is primarily derived from (i) the sale of tickets for entrance to our parks (which accounted for approximately 52% of total revenues during each of the six months ended June 30, 2017 and June 30, 2016), (ii) the sale of food and beverages, merchandise, games and attractions, parking and other services inside our parks, (iii) sponsorship, licensing and other fees, including revenue earned under international development contracts, and (iv) accommodations revenue. Revenues from ticket sales and in-park sales are primarily impacted by park attendance. Revenues from sponsorship, licensing and other fees can be impacted by the term, timing and extent of services and fees under these arrangements, which can result in fluctuations from year to year. During the first six months of 2017, our park earnings before interest, taxes, depreciation and amortization ("Park EBITDA") decreased primarily as a result of a 2% decrease in total revenue per capita coupled with an increase in cash operating costs partially offset by a 2% increase in attendance and a 7% increase in sponsorship and international licensing revenue. The decrease in total revenue per capita (representing total revenue divided by total attendance) was primarily attributable to the adverse impact of unfavorable weather, which impacts attendance mix, particularly one-day ticket sales, and the negative foreign currency impact related to the weaker Mexican Peso and Canadian Dollar. Our cash operating costs increased primarily as a result of start-up and operating costs associated with our two new waterparks in Mexico and California and the investments we have made to successfully drive our international business. These increases in cash operating costs were partially offset by the weaker Mexican Peso and Canadian Dollar, which favorably impacted expenses.
Our principal costs of operations include salaries and wages, employee benefits, advertising, third party services, repairs and maintenance, utilities and insurance. A large portion of our expenses is relatively fixed as our costs for full-time employees, maintenance, utilities, advertising and insurance do not vary significantly with attendance.

26



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 our 2016 Annual Report.
Recent Events
On February 21, 2017, we announced that we signed definitive agreements with our current partner in China to develop two additional Six Flags-branded parks in China. The theme park and waterpark will be located in Bishan, a district of Chongqing. Similar to the agreements for the parks in Haiyan previously disclosed, the agreements do not require us to make any capital investments in the parks. As compensation for our design and management services, we will receive fees over the design and development period as well as ongoing remuneration once the parks open to the public.
On March 30, 2017, we announced that Holdings' board of directors approved a stock repurchase plan that allows us to repurchase an incremental $500.0 million of our common stock. The amount of shares of common stock authorized to be repurchased under the plan was in addition to the amount remaining under our existing stock repurchase plan on that date, which has since been fully utilized. We have repurchased over $1.8 billion of Holdings' common stock since February 2011 and have approximately $462.8 million available for repurchases under our current plans.
On March 30, 2017, we also announced that we completed an analysis of the costs and benefits of pursuing a spin-off of our real estate assets into a Real Estate Investment Trust ("REIT") and determined that it would not be in the best interest of our stockholders to proceed with such a transaction at this time. The cost of the REIT transaction, the ongoing operational complexity, the limitations on future strategic flexibility and our significant future growth opportunities were the primary factors in making this determination. However, we could revisit the merits of pursuing such a transaction should circumstances change.
On April 13, 2017, we issued an additional $700.0 million of 4.875% Senior Notes due 2024 (the "2024 Notes Add-on") and $500.0 million of 5.50% Senior Notes due 2027 (the "2027 Notes"). A portion of the net proceeds from the issuance of these notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes. The remaining net proceeds were used to repurchase shares of our common stock.
On April 22, 2017, we announced the opening of a new 60-acre water park in Oaxtepec, Mexico, located about 50 miles southwest of Six Flags Mexico.
On April 27, 2017, we announced that we entered into an agreement with EPR Properties to operate Waterworld California, Northern California's largest waterpark, located 18 miles southeast of Six Flags Discovery Kingdom.
On April 28, 2017, we announced that we entered into an agreement to repurchase approximately five million shares of Holdings' common stock from H Partners and affiliated funds. H Partners acquired its shares in Holdings in 2010 and, prior to the repurchase, was Holdings' largest stockholder.
On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.25% to LIBOR plus 2.00%.
On July 18, 2017, we announced that Holdings' board of directors has appointed James Reid-Anderson, who has been serving as Executive Chairman of Holdings since February 2016, as Holdings' Chairman, President and Chief Executive Officer effective July 18, 2017.  Mr. Reid-Anderson is replacing John M. Duffey, who has retired as Chief Executive Officer of the Company and as a director.  Mr. Reid-Anderson formerly served as Chairman, President and CEO of Holdings from August 2010 through February 2016.

27



Results of Operations
Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016
The following table sets forth summary financial information for the three months ended June 30, 2017 and June 30, 2016:
 
Three Months Ended
 
Percentage
Change (%)
(Amounts in thousands, except per capita data)
June 30, 2017
 
June 30, 2016
 
Total revenue
$
422,372

 
$
407,066

 
4
 %
Operating expenses
145,768

 
142,096

 
3
 %
Selling, general and administrative
38,118

 
58,711

 
(35
)%
Costs of products sold
37,489

 
36,020

 
4
 %
Depreciation and amortization
26,822

 
25,924

 
3
 %
Loss on disposal of assets
1,657

 
597

 
N/M

Interest expense, net
27,156

 
20,190

 
35
 %
Loss on extinguishment of debt
37,109

 
2,377

 
N/M

Other expense (income), net
568

 
(8
)
 
N/M

Income before income taxes
107,685

 
121,159

 
(11
)%
Income tax expense
36,054

 
41,059

 
(12
)%
Net income
71,631

 
80,100

 
(11
)%
Less: Net income attributable to noncontrolling interests
(19,605
)
 
(19,213
)
 
2
 %
Net income attributable to Six Flags Entertainment Corporation
$
52,026

 
$
60,887

 
(15
)%
 
 
 
 
 
 
Other Data:
 

 
 

 
 

Attendance
9,501

 
9,029

 
5
 %
Total revenue per capita
$
44.46

 
$
45.08

 
(1
)%
Revenue
Revenue for the three months ended June 30, 2017 totaled $422.4 million, an increase of $15.3 million, or 4%, compared to $407.1 million for the three months ended June 30, 2016. The increase in revenue was primarily attributable to a 5% increase in attendance, driven by the timing of the Easter holiday and the associated shift of the Company's operating calendar from the first quarter of last year into the second quarter of this year, offset by a reduction in total revenue per capita, calculated as total revenue divided by total attendance. Per capita guest spending, which excludes sponsorship, licensing, accommodations and other fees, decreased to $41.67 during the three months ended June 30, 2017 from $42.54 during the three months ended June 30, 2016 primarily as a result of the impact of adverse weather, which impacts attendance mix, particularly one-day ticket sales, and the negative foreign currency impact of the weaker Mexican Peso and Canadian Dollar.
Admissions and non-admissions revenue per capita decreased $0.54 and $0.33, respectively, during the three months ended June 30, 2017 relative to the comparable period in the prior year. The decreases in admissions and non-admissions revenue per capita were both primarily driven by the higher mix of season pass and membership attendance, driven by the impact of adverse weather, and the continued weakening of the Mexican Peso and Canadian Dollar. On a constant currency basis, admissions and non-admissions revenue per capita decreased $0.49 and $0.29, respectively.
Operating Expenses
Operating expenses for the three months ended June 30, 2017 increased $3.7 million, or 3%, relative to the comparable period in the prior year, primarily as a result of an increase in salaries, wages and benefits costs driven primarily by the operating calendar shift resulting from the Easter holiday and associated Spring Breaks falling in the second quarter and start-up and operating costs associated with our new waterparks. The continued weakening of the Mexican Peso favorably impacted expenses.
Selling, general and administrative expenses
Selling, general and administrative expenses for the three months ended June 30, 2017 decreased $20.6 million, or 35%, compared to the three months ended June 30, 2016, primarily as a result of a reduction in stock-based compensation expense

28



related to the 2017 Performance Award. During the three months ended June 30, 2017, it was determined that full achievement of the 2017 Performance Award is no longer deemed probable, which resulted in an adjustment to the stock-based compensation expense incurred to date to reflect partial achievement. This decrease was partially offset by an increase in advertising expense related to the Easter and Spring Break shifts and the investments we have made to successfully drive our international business.
Cost of products sold
Cost of products sold in the three months ended June 30, 2017 increased $1.5 million, or 4%, compared to the three months ended June 30, 2016. Cost of products sold as a percentage of non-admissions revenue for the three months ended June 30, 2017 increased slightly relative to the comparable period in the prior year.
Depreciation and amortization expense
Depreciation and amortization expense for the three months ended June 30, 2017 increased $0.9 million, or 3%, compared to the three months ended June 30, 2016. The increase in depreciation and amortization expense is primarily the result of asset additions made in conjunction with our ongoing capital program.
Loss on disposal of assets
Loss on disposal of assets for the three months ended June 30, 2017 increased $1.1 million compared to the same period in the prior year primarily as a result of the disposal of more assets during the current period in conjunction with our ongoing capital program relative to the comparable period in the prior year.
Interest expense, net
Interest expense, net increased $7.0 million, or 35%, for the three months ended June 30, 2017 relative to the comparable period in the prior year as a result of the incremental interest incurred on a higher debt balance resulting from the issuance of the 2024 Notes Add-on and 2027 Notes.
Loss on debt extinguishment
On April 13, 2017, we issued the 2024 Notes Add-on and the 2027 Notes. A portion of the net proceeds from the issuance of these notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes. In connection with the redemption of all of the outstanding 2021 Notes, we recognized a loss on debt extinguishment of $36.9 million for the three months ended June 30, 2017.
On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points. In conjunction with this amendment, we recognized a loss on debt extinguishment of $0.2 million for the three months ended June 30, 2017.
Income Tax Expense
Income tax expense was $36.1 million for the three months ended June 30, 2017 compared to an income tax expense of $41.1 million for the three months ended June 30, 2016. The change in income tax expense is primarily the result of lower income before income taxes during the three months ended June 30, 2017.

29



Results of Operations
Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016
The following table sets forth summary financial information for the six months ended June 30, 2017 and June 30, 2016:
 
Six Months Ended
 
Percentage
Change (%)
(Amounts in thousands, except per capita data)
June 30, 2017
 
June 30, 2016
 
Total revenue
$
521,900

 
$
522,485

 
 %
Operating expenses
237,880

 
236,207

 
1
 %
Selling, general and administrative
85,033

 
94,974

 
(10
)%
Costs of products sold
45,070

 
46,158

 
(2
)%
Depreciation and amortization
54,113

 
51,952

 
4
 %
Loss on disposal of assets
2,327

 
114

 
N/M

Interest expense, net
48,157

 
39,648

 
21
 %
Loss on extinguishment of debt
37,109

 
2,377

 
N/M

Other (income) expense, net
(335
)
 
691

 
N/M

Income before income taxes
12,546

 
50,364

 
(75
)%
Income tax (benefit) expense
(1,537
)
 
17,199

 
(109
)%
Net income
14,083

 
33,165

 
(58
)%
Less: Net income attributable to noncontrolling interests
(19,605
)
 
(19,213
)
 
2
 %
Net (loss) income attributable to Six Flags Entertainment Corporation
$
(5,522
)