Six Flags Entertainment Corp - FORM 10-Q - October 26, 2016

Attached files

file filename
EX-32.2 - EXHIBIT 32.2 - Six Flags Entertainment Corpex322_093016.htm
EX-32.1 - EXHIBIT 32.1 - Six Flags Entertainment Corpex321_093016.htm
EX-31.2 - EXHIBIT 31.2 - Six Flags Entertainment Corpex312_093016.htm
EX-31.1 - EXHIBIT 31.1 - Six Flags Entertainment Corpex311_093016.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 September 30, 2016 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
 
sflogo2016.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 or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting 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
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 October 21, 2016, Six Flags Entertainment Corporation had 92,056,977 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 (the "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 financial performance targets set forth in our aspirational 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, 2015 (the "2015 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 2015 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
 
September 30, 2016
 
December 31, 2015
(Amounts in thousands, except share data)
(unaudited)
 
 
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
238,757

 
$
99,760

Accounts receivable, net
112,580

 
63,803

Inventories
30,704

 
21,535

Prepaid expenses and other current assets
50,507

 
42,879

Total current assets
432,548

 
227,977

Property and equipment, net:
 
 
 
Property and equipment, at cost
1,949,352

 
1,862,764

Accumulated depreciation
(734,357
)
 
(664,610
)
Total property and equipment, net
1,214,995

 
1,198,154

Other assets:
 

 
 

Debt issuance costs
4,487

 
5,386

Restricted-use investment securities
3,840

 
3,036

Deposits and other assets
8,013

 
7,211

Goodwill
630,248

 
630,248

Intangible assets, net of accumulated amortization of $16,542 and $14,676 as of September 30, 2016 and December 31, 2015, respectively
354,661

 
356,428

Total other assets
1,001,249

 
1,002,309

Total assets
$
2,648,792

 
$
2,428,440

 
 
 
 
LIABILITIES AND EQUITY (DEFICIT)
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
40,928

 
$
25,570

Accrued compensation, payroll taxes and benefits
23,572

 
46,583

Accrued insurance reserves
42,989

 
40,796

Accrued interest payable
13,303

 
19,555

Other accrued liabilities
39,240

 
34,714

Deferred income
147,732

 
97,334

Current portion of long-term debt
533

 
7,506

Total current liabilities
308,297

 
272,058

Noncurrent liabilities:
 
 
 
Long-term debt
1,652,190

 
1,498,022

Other long-term liabilities
53,523

 
58,150

Deferred income taxes
198,508

 
140,273

Total noncurrent liabilities
1,904,221

 
1,696,445

Total liabilities
2,212,518

 
1,968,503

 
 
 
 
Redeemable noncontrolling interests
454,674

 
435,721

 
 
 
 
Stockholders' equity (deficit):
 

 
 

Common stock, $0.025 par value, 140,000,000 shares authorized; 92,041,655 and 91,550,851 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively
2,301

 
2,289

Capital in excess of par value
1,147,453

 
1,041,710

Accumulated deficit
(1,100,472
)
 
(953,225
)
Accumulated other comprehensive loss, net of tax
(67,682
)
 
(66,558
)
Total stockholders' (deficit) equity
(18,400
)
 
24,216

Total liabilities and equity (deficit)
$
2,648,792

 
$
2,428,440

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)
September 30, 2016
 
September 30, 2015
Theme park admissions
$
311,427

 
$
325,758

Theme park food, merchandise and other
220,667

 
228,014

Sponsorship, licensing and other fees
20,284

 
16,450

Accommodations revenue
5,221

 
5,039

Total revenues
557,599

 
575,261

Operating expenses (excluding depreciation and amortization shown separately below)
151,169

 
152,728

Selling, general and administrative (including stock-based compensation of $89,994 and $9,803 in 2016 and 2015, respectively, and excluding depreciation and amortization shown separately below)
134,132

 
61,895

Costs of products sold
44,277

 
43,489

Depreciation
26,740

 
25,693

Amortization
653

 
655

Loss on disposal of assets
799

 
1,991

Interest expense
21,276

 
19,268

Interest income
(110
)
 
(62
)
Other income, net
1,318

 
400

Income before income taxes
177,345

 
269,204

Income tax expense
55,651

 
92,821

Net income
121,694

 
176,383

Less: Net income attributable to noncontrolling interests
(19,212
)
 
(19,083
)
Net income attributable to Six Flags Entertainment Corporation
$
102,482

 
$
157,300

 
 
 
 
Weighted-average number of common shares outstanding:
 
 
 
Weighted-average common shares outstanding — basic:
92,204

 
93,913

Weighted-average common shares outstanding — diluted:
94,155

 
96,183

 
 
 
 
Net income per average common share outstanding:
 
 
 
Net income per average common share outstanding — basic:
$
1.11

 
$
1.67

Net income per average common share outstanding — diluted:
$
1.09

 
$
1.64

 
 
 
 
Cash dividends declared per common share
$
0.58

 
$
0.52

See accompanying notes to unaudited condensed consolidated financial statements.


3

SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
 
Nine Months Ended
(Amounts in thousands, except per share data)
September 30, 2016
 
September 30, 2015
Theme park admissions
$
585,270

 
$
573,302

Theme park food, merchandise and other
427,293

 
417,658

Sponsorship, licensing and other fees
53,936

 
41,568

Accommodations revenue
13,585

 
13,953

Total revenues
1,080,084

 
1,046,481

Operating expenses (excluding depreciation and amortization shown separately below)
387,376

 
368,861

Selling, general and administrative (including stock-based compensation of $96,244 and $36,518 in 2016 and 2015, respectively, and excluding depreciation and amortization shown separately below)
229,106

 
171,884

Costs of products sold
90,435

 
84,856

Depreciation
77,391

 
76,755

Amortization
1,954

 
1,970

Loss on disposal of assets
913

 
4,224

Interest expense
61,083

 
56,949

Interest income
(269
)
 
(218
)
Loss on debt extinguishment
2,377

 
6,557

Other expense (income), net
2,009

 
(79
)
Income before income taxes
227,709

 
274,722

Income tax expense
72,850

 
84,051

Net income
154,859

 
190,671

Less: Net income attributable to noncontrolling interests
(38,425
)
 
(38,165
)
Net income attributable to Six Flags Entertainment Corporation
$
116,434

 
$
152,506

 
 
 
 
Weighted-average number of common shares outstanding:
 
 
 
Weighted-average common shares outstanding — basic:
92,538

 
94,201

Weighted-average common shares outstanding — diluted:
94,654

 
96,616

 
 
 
 
Net income per average common share outstanding:
 
 
 
Net income per average common share outstanding — basic:
$
1.26

 
$
1.62

Net income per average common share outstanding — diluted:
$
1.23

 
$
1.58

 
 
 
 
Cash dividends declared per common share
$
1.74

 
$
1.56

See accompanying notes to unaudited condensed consolidated financial statements.

4

SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended
(Amounts in thousands)
September 30, 2016
 
September 30, 2015
Net income
$
121,694

 
$
176,383

Other comprehensive (loss) income, net of tax:


 


Foreign currency translation adjustment (1)
(990
)
 
(3,760
)
Defined benefit retirement plan (2)
133

 
123

Change in cash flow hedging (3)
425

 
(519
)
Other comprehensive loss, net of tax
(432
)
 
(4,156
)
Comprehensive income
121,262

 
172,227

Less: Comprehensive income attributable to noncontrolling interests
(19,212
)
 
(19,083
)
Comprehensive income attributable to Six Flags Entertainment Corporation
$
102,050

 
$
153,144

 
(1)
Foreign currency translation adjustment is presented net of tax benefit of $0.6 million and $2.0 million for the three months ended September 30, 2016 and September 30, 2015, respectively.
(2)
Defined benefit retirement plan is presented net of tax expense of $0.1 million for the three months ended September 30, 2016 and September 30, 2015, respectively.
(3)
Change in cash flow hedging is presented net of tax expense $0.3 million for the three months ended September 30, 2016 and net of tax benefit of $0.4 million for the three months ended September 30, 2015.
See accompanying notes to unaudited condensed consolidated financial statements.




5

SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
 
Nine Months Ended
(Amounts in thousands)
September 30, 2016
 
September 30, 2015
Net income
$
154,859

 
$
190,671

Other comprehensive (loss) income, net of tax:
 
 
 
Foreign currency translation adjustment (1)
(1,589
)
 
(7,029
)
Defined benefit retirement plan (2)
435

 
408

Change in cash flow hedging (3)
30

 
(997
)
Other comprehensive loss, net of tax
(1,124
)
 
(7,618
)
Comprehensive income
153,735

 
183,053

Less: Comprehensive income attributable to noncontrolling interests
(38,425
)
 
(38,165
)
Comprehensive income attributable to Six Flags Entertainment Corporation
$
115,310

 
$
144,888

 
(1)
Foreign currency translation adjustment is presented net of tax benefit of $0.9 million and $3.8 million for the nine months ended September 30, 2016 and September 30, 2015, respectively.
(2)
Defined benefit retirement plan is presented net of tax expense of $0.3 million for the nine months ended September 30, 2016 and September 30, 2015, respectively.
(3)
Change in cash flow hedging is presented net of nominal tax expense for the nine months ended September 30, 2016 and net of tax benefit of $0.7 million for the nine months ended September 30, 2015.
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, 2014
92,937,619

 
$
2,323

 
$
983,317

 
$
(702,116
)
 
$
(59,629
)
 
$
223,895

Issuance of common stock
2,904,006

 
74

 
24,501

 
—

 
—

 
24,575

Stock-based compensation
—

 
—

 
36,518

 
—

 
—

 
36,518

Dividends declared to common stockholders
—

 
—

 
—

 
(146,262
)
 
—

 
(146,262
)
Repurchase of common stock
(2,712,510
)
 
(68
)
 
(20,277
)
 
(103,095
)
 
—

 
(123,440
)
Employee stock purchase plan
19,584

 
—

 
764

 
—

 
—

 
764

Fresh start valuation adjustment for SFOG units purchased
—

 
—

 
—

 
272

 
—

 
272

Net income attributable to Six Flags Entertainment Corporation
—

 
—

 
—

 
152,506

 
—

 
152,506

Net other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
(7,618
)
 
(7,618
)
Balances at September 30, 2015
93,148,699

 
$
2,329

 
$
1,024,823

 
$
(798,695
)
 
$
(67,247
)
 
$
161,210

 
 
 
 
 
 
 
 
 
 
 
 
Balances at December 31, 2015
91,550,851

 
$
2,289

 
$
1,041,710

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

Issuance of common stock
2,625,146

 
65

 
24,688

 
—

 
—

 
24,753

Stock-based compensation
—

 
—

 
96,244

 
—

 
—

 
96,244

Dividends declared to common stockholders
—

 
—

 
—

 
(160,271
)
 
—

 
(160,271
)
Repurchase of common stock
(2,154,205
)
 
(54
)
 
(16,163
)
 
(103,446
)
 
—

 
(119,663
)
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
—

 
—

 
—

 
116,434

 
—

 
116,434

Net other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
(1,124
)
 
(1,124
)
Balances at September 30, 2016
92,041,655

 
$
2,301

 
$
1,147,453

 
$
(1,100,472
)
 
$
(67,682
)
 
$
(18,400
)
See accompanying notes to unaudited condensed consolidated financial statements.

7

SIX FLAGS ENTERTAINMENT CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Nine Months Ended
(Amounts in thousands)
September 30, 2016
 
September 30, 2015
Cash flows from operating activities:
 

 
 

Net income
$
154,859

 
$
190,671

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

 
 

Depreciation and amortization
79,345

 
78,725

Stock-based compensation
96,244

 
36,518

Interest accretion on notes payable
322

 
739

Loss on debt extinguishment
2,377

 
6,557

Amortization of debt issuance costs
3,331

 
3,451

Other, including loss on disposal of assets
2,719

 
4,514

Increase in accounts receivable
(49,458
)
 
(50,113
)
Increase in inventories, prepaid expenses and other current assets
(17,260
)
 
(9,452
)
Increase in deposits and other assets
(805
)
 
(2,311
)
Increase in accounts payable, deferred income, accrued liabilities and other long-term liabilities
49,108

 
63,880

Decrease in accrued interest payable
(6,252
)
 
(10,487
)
Deferred income taxes
60,224

 
72,717

Net cash provided by operating activities
374,754

 
385,409

 
 
 
 
Cash flows from investing activities:
 

 
 

Additions to property and equipment
(101,234
)
 
(91,392
)
Property insurance recoveries
320

 
173

Purchase of identifiable intangible assets
(125
)
 
(29
)
Purchase of restricted-use investments, net
(804
)
 
(244
)
Proceeds from sale of assets
2,204

 
163

Net cash used in investing activities
(99,639
)
 
(91,329
)
 
 
 
 
Cash flow from financing activities:
 

 
 

Repayment of borrowings
(333,162
)
 
(702,685
)
Proceeds from borrowings
481,000

 
828,250

Payment of debt issuance costs
(5,737
)
 
(11,898
)
Payment of cash dividends
(161,498
)
 
(147,862
)
Proceeds from issuance of common stock
25,728

 
25,339

Stock repurchases
(119,663
)
 
(123,440
)
Purchase of redeemable noncontrolling interests
(223
)
 
(1,552
)
Distributions to noncontrolling interests
(19,213
)
 
(19,082
)
Net cash used in financing activities
(132,768
)
 
(152,930
)
 
 
 
 
Effect of exchange rate on cash
(3,350
)
 
(4,206
)
 
 
 
 
Net increase in cash and cash equivalents
138,997

 
136,944

Cash and cash equivalents at beginning of period
99,760

 
73,884

Cash and cash equivalents at end of period
$
238,757

 
$
210,828

 
 
 
 
Supplemental cash flow information
 

 
 

Cash paid for interest
$
63,670

 
$
63,246

Cash paid for income taxes
$
14,000

 
$
8,539

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 18 parks we currently own or operate, 16 parks are located in the United States, one is located in Mexico City, 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 2015 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 nine months ended September 30, 2016 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 $91.2 million and $88.4 million as of September 30, 2016 and December 31, 2015, 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 group 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 September 30, 2016 and December 31, 2015, 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.
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 Financial Accounting Standards Board ("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 a derivative that is not designated as a hedge 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 Per Common Share
Basic earnings per common share is computed by dividing net income attributable to Holdings' common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income 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 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.
The computation of diluted earnings per share included the effect of 1,951,000 and 2,270,000 dilutive stock options and restricted shares and excluded the effect of 960,000 and 781,000 antidilutive stock options for the three months ended September 30, 2016 and September 30, 2015, respectively. The computation of diluted earnings per share included the effect of 2,116,000 and 2,415,000 dilutive stock options and restricted shares and excluded the effect of 656,000 and 657,000 antidilutive stock options for the nine months ended September 30, 2016 and September 30, 2015, respectively.
Earnings per common share for the three and nine months ended September 30, 2016 and September 30, 2015 was calculated as follows:

10
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


 
Three Months Ended
 
Nine Months Ended
(Amounts in thousands, except per share data)
September 30, 2016
 
September 30, 2015
 
September 30, 2016
 
September 30, 2015
Net income attributable to Six Flags Entertainment Corporation
$
102,482

 
$
157,300

 
$
116,434

 
$
152,506

 
 
 
 
 
 
 
 
Weighted-average common shares outstanding — basic:
92,204

 
93,913

 
92,538

 
94,201

Effect of dilutive stock options and restricted shares
1,951

 
2,270

 
2,116

 
2,415

Weighted-average common shares outstanding — diluted:
94,155

 
96,183

 
94,654

 
96,616

 
 
 
 
 
 
 
 
Earnings per share — basic:
$
1.11

 
$
1.67

 
$
1.26

 
$
1.62

Earnings per share — diluted:
$
1.09

 
$
1.64

 
$
1.23

 
$
1.58

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 2015, our stockholders approved an amendment to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 5,000,000 shares from 28,133,332 shares to 33,133,332 shares.
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' stock on the date of grant.
During the year ended December 31, 2011, a performance award was established based on our target 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 issued, resulting in the issuance of 1,511,100 shares and 1,314,000 shares, plus associated DERs, in February 2015 and 2016, respectively. During the nine months ended September 30, 2016, we recognized a reduction in stock-based compensation expense of $1.6 million 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"). If the target is achieved in 2017, an aggregate payout under this award to key employees would be approximately 2,400,000 shares but could be more or fewer shares depending on the level of achievement and the timing thereof. For the quarter ended September 30, 2016, it was determined that achievement of the Modified EBITDA performance target is probable by 2017, primarily based on the success of our fall sales campaign for 2017 season passes, memberships and all-season dining pass sales, as well as a growth in deferred revenue along with growth in our business once weather normalized in the second half of the third quarter. As such, in accordance with FASB ASC Topic 718, Stock Compensation, we have accrued $75.7 million, plus an additional $10.1 million for the associated DERs, for stock-based compensation expense related to the 2017 Performance Award as of September 30, 2016. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended September 30, 2016, the total unrecognized compensation expense related to the 2017 Performance Award was $51.2 million, plus approximately $6.9 million for the associated DERs, that will be expensed over the remaining service period.
During the three and nine months ended September 30, 2016 and September 30, 2015, stock-based compensation expense consisted of the following: 

11
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


 
Three Months Ended
 
Nine Months Ended
(Amounts in thousands)
September 30, 2016
 
September 30, 2015
 
September 30, 2016
 
September 30, 2015
Long-Term Incentive Plan
$
89,894

 
$
9,728

 
$
95,967

 
$
36,329

Employee Stock Purchase Plan
100

 
75

 
277

 
189

Total Stock-Based Compensation
$
89,994

 
$
9,803

 
$
96,244

 
$
36,518

As of September 30, 2016, options to purchase approximately 6,070,000 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 2,609,000 shares were available for future grant.
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 unaudited condensed consolidated statements of operations net of sales taxes collected from our guests and 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 lunch and dinner 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 they 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 income. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received. As of September 30, 2016, deferred income was primarily comprised of (i) unredeemed season pass and all-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 2016 and 2017 and (iv) sponsorship revenue that will primarily be recognized in 2016.
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, including 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 September 30, 2016 and December 31, 2015, we have recorded an allowance for doubtful accounts of $6.2 million and $2.4 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 income.
i.
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 Updated 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date, to defer the effective date of ASU

12
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


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 when it becomes effective. 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 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. It 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 not yet selected a transition method and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.
In July 2015, the FASB issued Accounting Standards Update No. 2015-12 (“ASU 2015-12”), Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), and Health and Welfare Benefit Plans (Topic 965). The amendments in Part II: Plan Investment Disclosures of ASU 2015-12 seek to simplify and increase the effectiveness of the required disclosures for investments related to employee benefit plans. The amendments in Part II of ASU 2015-12 will require that investments of employee benefit plans be grouped only by general type, eliminating the need to disaggregate the investments in multiple ways. Part II of ASU 2015-12 is effective for annual periods beginning on or after December 15, 2015, with early application permitted, and should be applied retrospectively for all financial statements presented. 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.
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 and are in the process of evaluating the effect this standard will have on our consolidated financial statements and related disclosures.
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“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 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early application permitted. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. In conjunction with the adoption of ASU 2016-09, which we plan on adopting in the first quarter of 2017, we anticipate a retrospective adjustment to beginning equity and deferred tax liabilities. Additionally, for periods subsequent to the retrospective adjustment, we anticipate adjustments to previously reported amounts for income tax expense and deferred tax liabilities to account for the recognition of the income tax consequences of share-based payment transactions.
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

13
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


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.
2.
Derivative Financial Instruments
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. 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. The Interest Rate Swap Agreements will continue to mitigate risk in connection with the interest rate for the Amended and Restated Term Loan B (as defined in Note 4).
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 the Interest Rate Swap Agreements 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 with the effective portion of all cash flow designated derivatives deferred in other comprehensive income and the ineffective portion, if any, recognized immediately in earnings. 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.
Derivative instruments recorded at fair value in our unaudited and audited condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015, respectively, consisted of the following:
 
Derivative Liabilities
(Amounts in thousands)
September 30, 2016
 
December 31, 2015
Derivatives Designated as Cash Flow Hedges
 
 
 
Interest Rate Swap Agreements - Current
$
1,295

 
$
1,372

Interest Rate Swap Agreements - Noncurrent
253

 
226

 
$
1,548

 
$
1,598

As of September 30, 2016 and December 31, 2015, we held no derivatives other than derivatives designated as hedging instruments.
Effective changes in the fair value of derivatives that are designated as hedges are recorded in accumulated other comprehensive income ("AOCI") on the condensed consolidated balance sheet when in qualifying relationships 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 hedges are recorded directly in interest expense and other (income) expense, net, respectively.
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 nine months ended September 30, 2016 and September 30, 2015 were as follows:

14
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Three Months Ended September 30, 2016 and September 30, 2015
 
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)
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Interest Rate Swap Agreements
$
256

 
$
(1,299
)
 
$
(441
)
 
$
(441
)
 
$
—

 
$
—

Total
$
256

 
$
(1,299
)
 
$
(441
)
 
$
(441
)
 
$
—

 
$
—

Nine Months Ended September 30, 2016 and September 30, 2015
 
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)
2016
 
2015
 
2016
 
2015
 
2016
 
2015
Interest Rate Swap Agreements
$
(1,274
)
 
$
(2,971
)
 
$
(1,324
)
 
$
(1,324
)
 
$
—

 
$
—

Total
$
(1,274
)
 
$
(2,971
)
 
$
(1,324
)
 
$
(1,324
)
 
$
—

 
$
—

As of September 30, 2016, approximately $1.3 million of unrealized losses associated with the Interest Rate Swap Agreements are expected to be reclassified from AOCI to operations during the next twelve months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying these unrealized losses to operations are the periodic interest payments that are required to be made on the Amended and Restated Term Loan B. For the nine months ended September 30, 2016, no hedge ineffectiveness was recorded for the Interest Rate Swap Agreements.
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 September 30, 2016 and December 31, 2015:
 
As of
 
September 30, 2016
 
December 31, 2015
(Amounts in thousands)
Carrying Amount
 
Fair Value
 
Carrying Amount
 
Fair Value
Financial assets (liabilities):
 

 
 

 
 

 
 

Restricted-use investment securities
$
3,840

 
$
3,840

 
$
3,036

 
$
3,036

Interest Rate Swap Agreements liabilities
(1,548
)
 
(1,548
)
 
(1,598
)
 
(1,598
)
Long-term debt (including current portion)
(1,652,723
)
 
(1,687,878
)
 
(1,505,528
)
 
(1,510,304
)
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.

15
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


•
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 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 3.00% plus LIBOR to 2.75% plus LIBOR 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 Amended and Restated Credit Facility, we fully repaid the outstanding Term Loan B and we recognized a loss on debt extinguishment of $6.6 million. 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 2.75% plus LIBOR to 2.50% plus LIBOR. 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.
As of September 30, 2016 and December 31, 2015, 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 and $20.1 million, respectively). 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 September 30, 2016, 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 September 30, 2016 and December 31, 2015, $544.8 million and $696.5 million was outstanding under the Amended and Restated Term Loan B, respectively. Interest on the Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, with a 0.75% LIBOR floor, 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

16
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


2 for further discussion. As of September 30, 2016, the applicable interest rate on the Amended and Restated Term Loan B was 3.31%. 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 and 2024 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 are 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 and in 2021 when we will only make one payment of $21.0 million on January 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 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. We intend to use the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which we expect to primarily include repurchases of our common stock from time to time, subject to compliance with our financing agreements, and to the extent we do not use such net proceeds for that purpose, we may use such amounts for strategic initiatives that we may undertake from time to time. Interest payments of $7.3 million are due semi-annually on January 31 and July 31 of each year, with the exception of the first payment on January 31, 2017, which will be approximately $9.1 million.
The 2021 Notes and 2024 Notes are guaranteed by the Loan Parties. The 2021 Notes and 2024 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 2021 Notes and 2024 Notes contain certain events of default, including payment, 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 $3.8 million and $3.0 million as of September 30, 2016 and December 31, 2015, respectively, and will make additional monthly deposits to cover annual amounts owed for insurance, taxes and furniture, fixture and equipment purchases.

17
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


Long-Term Indebtedness Summary
As of September 30, 2016 and December 31, 2015, long-term debt consisted of the following: 
 
As of
(Amounts in thousands)
September 30, 2016
 
December 31, 2015
Amended and Restated Term Loan B
$
544,750

 
$
696,500

2021 Notes
800,000

 
800,000

2024 Notes
300,000

 
—

HWP Refinance Loan
29,255

 
29,667

Net discount
(2,297
)
 
(3,281
)
Deferred financing costs
(18,985
)
 
(17,358
)
Long-term debt and Short-term borrowings
1,652,723

 
1,505,528

Less current portion
(533
)
 
(7,506
)
Total long-term debt
$
1,652,190

 
$
1,498,022

5.
Accumulated Other Comprehensive Income (Loss)
Changes in the composition of AOCI during the nine months ended September 30, 2016 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, 2015
$
(24,800
)
 
$
(1,598
)
 
$
(49,772
)
 
$
9,612

 
$
(66,558
)
Amounts reclassified from accumulated other comprehensive income (loss)
—

 
1,324

 
713

 
(794
)
 
1,243

Current period other comprehensive (loss) income activity
(2,444
)
 
(1,274
)
 
—

 
1,351

 
(2,367
)
Balances at September 30, 2016
$
(27,244
)
 
$
(1,548
)
 
$
(49,059
)
 
$
10,169

 
$
(67,682
)
The Company had the following reclassifications out of accumulated other comprehensive income (loss) during the three and nine months ended September 30, 2016 and September 30, 2015:
 
 
Location of Reclassification into Income
 
Amount of Reclassification from AOCI
 
 
 
Three Months Ended
 
Nine Months Ended
Component of AOCI 
 
 
September 30, 2016
 
September 30, 2015
 
September 30, 2016
 
September 30, 2015
 
 
 
 
 
 
 
 
(Amounts in thousands)
Amortization of loss on interest rate hedge
 
Interest expense
 
$
441

 
$
441

 
$
1,324

 
$
1,324

 
 
Income tax expense
 
(171
)
 
(175
)
 
(516
)
 
(523
)
 
 
Net of tax
 
$
270

 
$
266

 
$
808

 
$
801

 
 
 
 
 
 
 
 
 
 
 
Amortization of deferred actuarial loss and prior service cost
 
Operating expenses
 
$
219

 
$
205

 
$
713

 
$
675

 
 
Income tax expense
 
(86
)
 
(82
)
 
(278
)
 
(267
)
 
 
Net of tax
 
$
133

 
$
123

 
$
435

 
$
408

 
 
 
 
 
 
 
 
 
 
 
Total reclassifications
 
 
 
$
403

 
$
389

 
$
1,243

 
$
1,209


18
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 $68.3 million in 2016 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of September 30, 2016, our share of the distribution will be approximately $29.8 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 September 30, 2016 is $343.0 million in the case of SFOG and $392.5 million in the case of SFOT. As of September 30, 2016, 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 2016 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.065 units from the Georgia partnership for approximately $0.2 million in May 2016. Pursuant to the 2015 annual offer, we did not purchase any units from the Texas partnership and we purchased 0.500 units from the Georgia partnership for approximately $1.6 million in May 2015. 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 2017 at both parks will be approximately $420.7 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 $14.8 million of capital expenditures at these parks during the 2015 season and intend to incur approximately $26.0 million of capital expenditures at these parks for the 2016 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 $79.8 million of cash in 2015 from operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of September 30, 2016 and December 31, 2015, 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 and distributions to the limited partners in prior years.

19
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, 2016. 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. A notice of appeal was filed on September 19, 2014, which our insurers are 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 asks the Georgia Supreme Court to grant further review and rule that Six Flags is 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. We have paid the full amount of our $2.5 million self-insurance retention to our insurers.
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 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

20
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


lawsuit, 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. We have previously expensed the full amount of our $2.5 million self-insurance retention plus estimated litigation costs in connection with this incident. 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.
On September 12, 2014, a civil action against us was commenced 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. We intend to vigorously challenge the verdict and in May 2016 we filed a post-trial motion to vacate the jury verdict.
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, however 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 September 30, 2016 and December 31, 2015, 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.
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 September 30, 2016 and December 31, 2015, redeemable noncontrolling interests in the Partnership Parks was $454.7 million and $435.7 million, respectively.
The following table presents a rollforward of redeemable noncontrolling interests in the Partnership Parks:
(Amounts in thousands)
 
Balance at December 31, 2015
$
435,721

Purchase of redeemable units
(223
)
Fresh start accounting fair market value adjustment for purchased units
(36
)
Net income attributable to noncontrolling interests
38,425

Distributions to noncontrolling interests
(19,213
)
Balance at September 30, 2016
$
454,674

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 partnership units as of September 30, 2016 and December 31, 2015 was approximately $420.7 million and $420.9 million, respectively.
8.
Business Segments

21
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


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
 
Nine Months Ended
(Amounts in thousands)
September 30, 2016
 
September 30, 2015
 
September 30, 2016
 
September 30, 2015
Net income
$
121,694

 
$
176,383

 
$
154,859

 
$
190,671

Interest expense, net
21,166

 
19,206

 
60,814

 
56,731

Income tax expense
55,651

 
92,821

 
72,850

 
84,051

Depreciation and amortization
27,393

 
26,348

 
79,345

 
78,725

Corporate expenses
9,674

 
18,082

 
37,366

 
41,524

Stock-based compensation
89,994

 
9,803

 
96,244

 
36,518

Non-operating park level expense (income), net:
 
 
 
 
 
 
 
Loss on disposal of assets
799

 
1,991

 
913

 
4,224

Loss on debt extinguishment
—

 
—

 
2,377

 
6,557

Other expense (income), net
1,318

 
400

 
2,009

 
(79
)
Park EBITDA
$
327,689

 
$
345,034

 
$
506,777

 
$
498,922

All of our owned or managed parks are located in the United States with the exception of one park in Mexico City, 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 nine months ended September 30, 2016 and September 30, 2015:
 
Domestic
 
Foreign
 
Total
2016
(Amounts in thousands)
Long-lived assets
$
2,116,275

 
$
83,629

 
$
2,199,904

Revenues
997,854

 
82,230

 
1,080,084

Income before income taxes
208,396

 
19,313

 
227,709

2015
 

 
 

 
 

Long-lived assets
$
2,122,921

 
$
80,345

 
$
2,203,266

Revenues
961,492

 
84,989

 
1,046,481

Income before income taxes
250,524

 
24,198

 
274,722


22
Six Flags Entertainment Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)


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 nine months ended September 30, 2016 and September 30, 2015:
 
Three Months Ended
 
Nine Months Ended
(Amounts in thousands)
September 30, 2016
 
September 30, 2015
 
September 30, 2016
 
September 30, 2015
Service cost
$
600

 
$
400

 
$
1,800

 
$
1,600

Interest cost
2,209

 
2,258

 
6,693

 
6,859

Expected return on plan assets
(3,129
)
 
(3,364
)
 
(9,362
)
 
(10,075
)
Amortization of net actuarial loss
219

 
205

 
713

 
675

Total net periodic benefit
$
(101
)
 
$
(501
)
 
$
(156
)
 
$
(941
)
Weighted-Average Assumptions Used To Determine Net Cost
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2016
 
September 30, 2015
 
September 30, 2016
 
September 30, 2015
Discount rate
4.10
%
 
3.80
%
 
4.10
%
 
3.80
%
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 nine months ended September 30, 2016 and September 30, 2015, we made pension contributions of $6.0 million.
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 utilized the remaining availability under the November 2013 Stock Repurchase Plan in August 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative price 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"). As of October 21, 2016, Holdings had repurchased 1,202,000 shares at a cumulative price of approximately $65.7 million and an average price per share of $54.68 under the June 2016 Stock Repurchase Plan, leaving approximately $434.3 million available for permitted repurchases.
The timing of share repurchases is limited by the covenants in the Amended and Restated Credit Facility, the 2021 Notes and the 2024 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 on Form 10-Q (the "Quarterly Report") and "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Annual Report") for further discussion of the uncertainties, risks and assumptions associated with these statements.

23

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 2015 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 18 regional theme and water parks, 16 are located in the United States, one is located in Mexico City, 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 nine months ended September 30, 2016 and September 30, 2015 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 54% and 55% of total revenues during the nine months ended September 30, 2016 and September 30, 2015, respectively), (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 nine months of 2016, our park earnings before interest, taxes, depreciation and amortization ("Park EBITDA") improved primarily as a result of revenue growth, partially offset by an increase in cash operating costs. The increase in revenue was primarily driven by a 2% increase in attendance coupled with a 1% increase in total revenue per capita (representing total revenue divided by total attendance), partially offset by the negative foreign currency impact related to the weaker Mexican Peso and Canadian Dollar. Our cash operating costs increased primarily as a result of (i) an increase in salary and wage expenses, driven by statutory and market-based wage rate increases, (ii) an increase in credit card processing fees and operating taxes related to our increased revenue and (iii) an increase in insurance and international development costs. These increases were partially offset by savings in advertising and other operating costs as well as the continued weakening of the Mexican Peso and Canadian Dollar, which favorably impacts 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.
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 2015 Annual Report.
Recent Events

24

On July 20, 2016, we announced that we signed a letter agreement with our existing partner to potentially develop a second Six Flags-branded theme park, together with a water park, in China.

Results of Operations
Three Months Ended September 30, 2016 Compared to Three Months Ended September 30, 2015
The following table sets forth summary financial information for the three months ended September 30, 2016 and September 30, 2015:
 
Three Months Ended
 
Percentage
Change (%)
(Amounts in thousands, except per capita data)
September 30, 2016
 
September 30, 2015
 
Total revenue
$
557,599

 
$
575,261

 
(3
)%
Operating expenses
151,169

 
152,728

 
(1
)%
Selling, general and administrative
134,132

 
61,895

 
117
 %
Costs of products sold
44,277

 
43,489

 
2
 %
Depreciation and amortization
27,393

 
26,348

 
4
 %
Loss on disposal of assets
799

 
1,991

 
(60
)%
Interest expense, net
21,166

 
19,206

 
10
 %
Other expense, net
1,318

 
400

 
N/M

Income before income taxes
177,345

 
269,204

 
(34
)%
Income tax expense
55,651

 
92,821

 
(40
)%
Net income
121,694

 
176,383

 
(31
)%
Less: Net income attributable to noncontrolling interests
(19,212
)
 
(19,083
)
 
1
 %
Net income attributable to Six Flags Entertainment Corporation
$
102,482

 
$
157,300

 
(35
)%
 
 
 
 
 
 
Other Data:
 

 
 

 
 

Attendance
12,599

 
12,917

 
(2
)%
Total revenue per capita
$
44.26

 
$
44.53

 
(1
)%
Revenue
Revenue for the three months ended September 30, 2016 totaled $557.6 million, a decrease of $17.7 million, or 3%, compared to $575.3 million for the three months ended September 30, 2015. The decrease in revenue is primarily attributable to a 2% decrease in attendance primarily related to the adverse impact of unfavorable weather in July and early August coupled with a 1% decrease in total revenue per capita, calculated as total revenue divided by attendance. Per capita guest spending, which excludes sponsorship, licensing, Six Flags Great Escape Lodge & Indoor Waterpark accommodations and other fees, decreased to $42.23 during the three months ended September 30, 2016 from $42.87 during the three months ended September 30, 2015. Per capita guest spending was adversely impacted by (i) a substantially higher mix of season pass holder and member attendance, which put downward pressure on per capita spending, and (ii) the continued weakening of the Mexican Peso and the Canadian Dollar.
Admissions revenue per capita decreased $0.50, or 2%, during the three months ended September 30, 2016 relative to the comparable period in the prior year. The decrease in admissions revenue per capita was primarily driven by the substantially higher mix of season pass holder and member attendance and the continued weakening of the Mexican Peso and Canadian Dollar. On a constant currency basis, admissions revenue per capita decreased $0.40 or 2%. Non-admissions revenue per capita decreased $0.14 or 1% during the three months ended September 30, 2016 relative to the comparable period in the prior year, primarily as a result of the higher percentage of season pass holder and member attendance previously discussed and the adverse impact of the weakened Mexican Peso and Canadian Dollar. On a constant currency basis, non-admissions revenue per capita decreased $0.04, or less than 1%, during the three months ended September 30, 2016.
Operating Expenses
Operating expenses for the three months ended September 30, 2016 decreased $1.6 million, or 1%, relative to the comparable period in the prior year, primarily as a result of a decrease in salaries, wages and benefits along with the continued

25

weakening of the Mexican Peso and Canadian Dollar, which favorably impacted operating expenses. These savings were partially offset by increases in operating taxes, credit card processing fees and outside professional services.
Selling, general and administrative expenses
Selling, general and administrative expenses for the three months ended September 30, 2016 increased $72.2 million, or 117%, compared to the three months ended September 30, 2015, primarily as a result of (i) a net increase in incentive based compensation expense resulting primarily from the 2017 Performance Award, which we began recognizing and accruing during the three months ended September 30, 2016, as achievement of this award is now deemed probable, (ii) an increase in salaries, wages and benefits and (iii) an increase in expenses related to our growing international development operations. These increases were partially offset by a reduction in advertising costs and the continued weakening of the Mexican Peso and Canadian Dollar, which favorably impacted expenses.
Cost of products sold
Cost of products sold in the three months ended September 30, 2016 increased $0.8 million, or 2%, compared to the three months ended September 30, 2015, primarily due to increased food and merchandise sales. Cost of products sold as a percentage of non-admissions revenue for the three months ended September 30, 2016 increased relative to the comparable period in the prior year, primarily as a result of product mix including the increase in our all-season dining pass program.
Depreciation and amortization expense
Depreciation and amortization expense for the three months ended September 30, 2016 increased $1.0 million, or 4%, compared to the three months ended September 30, 2015, primarily as a 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 September 30, 2016 decreased $1.2 million compared to the same period in the prior year, primarily as a result of a gain recognized on the sale of underutilized assets in the current year.
Interest expense, net
Interest expense, net increased $2.0 million, or 10%, for the three months ended September 30, 2016 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 increased borrowings under the Amended and Restated Revolving Loan and the 2024 Notes.
Income Tax Expense
Income tax expense was $55.7 million for the three months ended September 30, 2016 compared to $92.8 million for the three months ended September 30, 2015. The change in income tax expense is primarily the result of a reduction of income before income taxes resulting from the recognition of 2017 Performance Award in the quarter.

26

Results of Operations
Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015
The following table sets forth summary financial information for the nine months ended September 30, 2016 and September 30, 2015:
 
Nine Months Ended
 
Percentage
Change (%)
(Amounts in thousands, except per capita data)
September 30, 2016
 
September 30, 2015
 
Total revenue
$
1,080,084

 
$
1,046,481

 
3
 %
Operating expenses
387,376

 
368,861

 
5
 %
Selling, general and administrative
229,106

 
171,884

 
33
 %
Costs of products sold
90,435

 
84,856

 
7
 %
Depreciation and amortization
79,345

 
78,725

 
1
 %
Loss on disposal of assets
913

 
4,224

 
(78
)%
Interest expense, net
60,814

 
56,731

 
7
 %
Loss on extinguishment of debt
2,377

 
6,557

 
(64
)%
Other expense (income), net
2,009

 
(79
)
 
N/M

Income before income taxes
227,709

 
274,722

 
(17
)%
Income tax expense
72,850

 
84,051

 
(13
)%
Net income
154,859

 
190,671

 
(19
)%
Less: Net income attributable to noncontrolling interests
(38,425
)
 
(38,165
)
 
1
 %
Net income attributable to Six Flags Entertainment Corporation
$
116,434

 
$
152,506

 
(24
)%
 
 
 
 
 
 
Other Data:
 

 
 

 
 

Attendance
23,778

 
23,353

 
2
 %
Total revenue per capita
$
45.42

 
$
44.81

 
1
 %
Revenue
Revenue for the nine months ended September 30, 2016 totaled $1,080.1 million, an increase of $33.6 million, or 3%, compared to $1,046.5 million for the nine months ended September 30, 2015. The increase in revenue was primarily attributable to (i) a 2% increase in attendance driven by strong season pass and membership sales coupled with a 1% increase in total revenue per capita, calculated as total revenue divided by total attendance. Per capita guest spending, which excludes sponsorship, licensing, Six Flags Great Escape Lodge & Indoor Waterpark accommodations and other fees, increased to $42.58 during the nine months ended September 30, 2016 from $42.43 during the nine months ended September 30, 2015. The increase in per capita guest spending was primarily driven by (i) the continued success of our all-season dining pass, (ii) modest ticket price increases on all ticket types and (iii) post-twelve month ongoing membership payments. These increases were partially offset by a higher mix of season pass and member attendance and the continued weakening of the Mexican Peso and Canadian Dollar.
Admissions revenue per capita increased $0.06, during the nine months ended September 30, 2016 relative to the comparable period in the prior year. The increase in admissions revenue per capita was primarily driven by ticket price increases on all ticket types and membership revenue for memberships past the initial twelve-month term during which time members continue to pay their membership fees on a month-to-month basis, partially offset by a higher mix of season pass and membership attendance and the continued weakening of the Mexican Peso and Canadian Dollar. On a constant currency basis, admissions revenue per capita increased $0.24, or 1%. Non-admissions revenue per capita increased $0.09 during the nine months ended September 30, 2016 relative to the comparable period in the prior year, primarily as a result of an increase in food and beverage sales driven by the continued success of our all-season dining pass, partially offset by the continued weakening of the Mexican Peso and Canadian Dollar. On a constant currency basis, non-admissions revenue per capita increased $0.27, or 2%.

27

Operating Expenses
Operating expenses for the nine months ended September 30, 2016 increased $18.5 million, or 5%, relative to the comparable period in the prior year, primarily as a result of increases in statutory and market-based wage rates as well as an increase in credit card processing fees and operating taxes related to our increased revenue. These increases were partially offset by a decrease in utility and other operating costs, as well as the continued weakening of the Mexican Peso and Canadian Dollar, which favorably impacted expenses.
Selling, general and administrative expenses
Selling, general and administrative expenses for the nine months ended September 30, 2016 increased $57.2 million, or 33%, compared to the nine months ended September 30, 2015, primarily as a result of (i) a net increase in incentive based compensation expense resulting primarily from the 2017 Performance Award, which we began recognizing and accruing during the three months ended September 30, 2016, as achievement of this award is now deemed probable, (ii) an increase in insurance costs and (iii) an increase in expenses related to our growing international development business. These increases were partially offset by a reduction in advertising costs, as well as the continued weakening of the Mexican Peso and Canadian Dollar, which favorably impacted expenses.
Cost of products sold
Cost of products sold in the nine months ended September 30, 2016 increased $5.6 million, or 7%, compared to the nine months ended September 30, 2015, primarily as a result of the increase in food and merchandise sales. Cost of products sold as a percentage of non-admissions revenue for the nine months ended September 30, 2016 increased relative to the comparable period in the prior year, primarily as a result of product mix including the increase in our all-season dining pass program.
Depreciation and amortization expense
Depreciation and amortization expense for the nine months ended September 30, 2016 increased $0.6 million, or 1%, compared to the nine months ended September 30, 2015. 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 nine months ended September 30, 2016 decreased $3.3 million, primarily as a result of the sale of underutilized assets in the current year, coupled with the disposal of fewer assets in conjunction with the execution of our ongoing capital program during the current year relative to the prior year.
Interest expense, net
Interest expense, net increased $4.1 million, or 7%, for the nine months ended September 30, 2016 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 increased borrowings under the Amended and Restated Revolving Loan and to a lesser degree the 2024 Notes.
Loss on debt extinguishment
On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes. We used $150.0 million of the proceeds from the issuance of the notes to reduce our borrowings under the Amended and Restated Term Loan and we recognized a loss on debt extinguishment of $2.4 million. See Note 4 to the unaudited condensed consolidated financial statements included in this Quarterly Report for further discussion.
Income Tax Expense
Income tax expense was $72.9 million for the nine months ended September 30, 2016 compared to an income tax expense of $84.1 million for the nine months ended September 30, 2015. The change in income tax expense is primarily the result of a decrease in income before income taxes.
Liquidity, Capital Commitments and Resources
On an annual basis, our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash include the funding of working capital obligations, debt service, investments in parks (including capital projects), common stock dividends, payments to our partners in the Partnership Parks and common stock repurchases.

28

In November 2015, Holdings' Board of Directors increased the quarterly cash dividend from $0.52 per share of common stock to $0.58 per share of common stock. During the nine months ended September 30, 2016 and September 30, 2015, Holdings paid $161.5 million and $147.9 million, respectively, in cash dividends on its common stock. The amount and timing of any future dividends payable on Holdings' common stock are within the sole discretion of Holdings' Board of Directors. Based on (i) the dividends per share authorized by Holdings' Board of Directors, (ii) the current number of shares of Holdings' common stock outstanding and (iii) estimates of share repurchases, restricted stock vesting and option exercises, we currently anticipate paying approximately $215.0 million in total cash dividends on our common stock for the 2016 calendar year.
On November 20, 2013, Holdings announced that its Board of Directors approved a 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 utilized the remaining availability under the November 2013 Stock Repurchase Plan in August of 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative price 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"). As of October 21, 2016, Holdings had repurchased 1,202,000 shares at a cumulative price of approximately $65.7 million and an average price per share of $54.68 under the June 2016 Stock Repurchase Plan, leaving approximately $434.3 million available for permitted repurchases.
Based on historical and anticipated operating results, we believe that cash flows from operations, available unrestricted cash and amounts available under the Amended and Restated Credit Facility will be adequate to meet our liquidity needs, including any anticipated requirements for working capital, capital expenditures, common stock dividends, scheduled debt service, obligations under arrangements relating to the Partnership Parks and discretionary common stock repurchases. Additionally, based on our current federal net operating loss carryforwards, we believe we will continue to pay minimal United States cash taxes for the next three years.
Our current and future liquidity is greatly dependent upon our operating results, which are driven largely by overall economic conditions as well as the price and perceived quality of the entertainment experience at our parks. Our liquidity could also be adversely affected by a disruption in the availability of credit as well as unfavorable weather, contagious diseases, such as Ebola, Zika, or swine or avian flu, accidents or the occurrence of an event or condition at our parks, including terrorist acts or threats inside or outside of our parks, negative publicity or significant local competitive events, which could significantly reduce paid attendance and revenue related to that attendance at any of our parks. While we work with local police authorities on security-related precautions to prevent certain types of disturbances, we can make no assurance that these precautions will be able to prevent these types of occurrences. However, we believe that our ownership of many parks in different geographic locations reduces the effects of adverse weather and these other types of occurrences on our consolidated results. If such an adverse event were to occur, we may be unable to borrow under the Amended and Restated Revolving Loan or may be required to repay amounts outstanding under the Amended and Restated Credit Facility and/or may need to seek additional financing. In addition, we expect that we may be required to refinance all or a significant portion of our existing debt on or prior to maturity and potentially seek additional financing. The degree to which we are leveraged could adversely affect our ability to obtain any additional financing. See "Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" in the 2015 Annual Report.
On June 30, 2015, we entered into the Amended and Restated Credit Facility, which is comprised of the $250.0 million Amended and Restated Revolving Loan and the $700.0 million Amended and Restated Term Loan B. In connection with entering into the Amended and Restated Credit Facility, we repaid the outstanding Term Loan B. The remaining proceeds from the Amended and Restated Credit Facility were primarily used for share repurchases.
On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024. We used $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. We intend to use the remaining net proceeds for general corporate and working capital purposes, which we expect to primarily include repurchases of our common stock from time to time, subject to compliance with our financing agreements, and to the extent we do not use such net proceeds for that purpose, we may use such amounts for strategic initiatives that we may undertake from time to time.
Also, 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 2.75% plus LIBOR to 2.50% plus LIBOR. In addition to the rate reduction, the $150.0 million prepayment made with proceeds from the 2024 Notes eliminated all future quarterly amortization payments on the Amended and Restated Term Loan B until maturity in 2022.

29

As of September 30, 2016, our total indebtedness, net of discount and deferred financing costs, was approximately $1,652.7 million. Based on (i) non-revolving credit debt outstanding on that date, (ii) anticipated levels of working capital revolving borrowings during 2017, (iii) estimated interest rates for floating-rate debt and (iv) the 2021 Notes and the 2024 Notes, we anticipate annual cash interest payments of approximately $70 million and $85 million during 2016 and 2017, respectively. Under the Amended and Restated Credit Facility, all remaining outstanding principal of the Amended and Restated Term Loan B is due and payable on June 30, 2022.
As of September 30, 2016, we had approximately $238.8 million of unrestricted cash and $230.3 million available for borrowing under the Amended and Restated Revolving Loan. Our ability to borrow under the Amended and Restated Revolving Loan is dependent upon compliance with certain conditions, including a maximum senior leverage maintenance covenant, a minimum interest coverage covenant and the absence of any material adverse change in our business or financial condition. If we were to become unable to borrow under the Amended and Restated Revolving Loan, and we failed to meet our projected results from operations significantly, we might be unable to pay in full our off-season obligations. A default under the Amended and Restated Revolving Loan could permit the lenders under the Amended and Restated Credit Facility to accelerate the obligations thereunder. The Amended and Restated Revolving Loan expires on June 30, 2020. The terms and availability of the Amended and Restated Credit Facility and other indebtedness are not affected by changes in the ratings issued by rating agencies in respect of our indebtedness. For a more detailed description of our indebtedness, see Note 4 to the unaudited condensed consolidated financial statements included in this Quarterly Report.
We currently plan on spending approximately 9% of annual revenues on capital expenditures during the 2016 calendar year plus a portion of an additional $15 million to $18 million for attractions and other improvements for a major expansion of the waterpark located in Oaxtepec, Mexico for which our public bid was accepted by the Mexican Social Security Institute in February 2016. The waterpark is expected to open to the public in early 2017 and the remaining portion of the $15 million to $18 million in planned improvements will be incurred in addition to our 2017 planned capital expenditures.
During the nine months ended September 30, 2016, net cash provided by operating activities was $374.8 million. Net cash used in investing activities during the nine months ended September 30, 2016 was $99.6 million, consisting primarily of $101.2 million in capital expenditures, partially offset by $2.2 million of proceeds received from the disposal of assets. Net cash used by financing activities during the nine months ended September 30, 2016 was $132.8 million, primarily attributable to the payment of $161.5 million in cash dividends and the repurchase of shares of Holdings' common stock totaling $119.7 million, partially offset by the proceeds from the 2024 Notes, of which $150 million was used to reduce our borrowings under the Amended and Restated Term Loan B.
Since our business is both seasonal in nature and involves significant levels of cash transactions, our net operating cash flows are largely driven by attendance and per capita spending levels because most of our cash-based expenses are relatively fixed and do not vary significantly with either attendance or per capita spending. These cash-based operating expenses include salaries and wages, employee benefits, advertising, third party services, repairs and maintenance, utilities and insurance.
Contractual Obligations
Since December 31, 2015, there have been no material changes to the contractual obligations of the Company, outside the ordinary course of the Company’s business, except with respect to the issuance of the 2024 Notes and the amendment to the Amended and Restated Credit Facility as described in Note 4 to the unaudited condensed consolidated financial statements contained in this Quarterly Report. Set forth below is certain updated information regarding our debt obligations as of September 30, 2016:
 
Payment Due by Period
(Amounts in thousands)
2016
 
2017-2018
 
2019-2020
 
2021 and beyond
 
Total
Long term debt — including current portion (1)
$
94

 
$
29,161

 
$
—

 
$
1,644,750

 
$
1,674,005

Interest on long-term debt (2)
5,558

 
156,869

 
150,626

 
106,057

 
419,110

 
(1)
Payments are shown at principal amount. See Note 4 to the consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt.
(2)
See Note 4 to the consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt. Amounts shown reflect variable interest rates in effect at September 30, 2016.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

30

As of September 30, 2016, there have been no material changes in our market risk exposure from that disclosed in the 2015 Annual Report. For a discussion of our market risk exposure, please see "Item 7A. Quantitative and Qualitative Disclosure About Market Risk" contained in the 2015 Annual Report.
ITEM 4.
CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation, as of September 30, 2016, of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15(d)-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting, as such term is defined under Rule 13a-15(f) or 15(d)-15(f) promulgated under the Exchange Act, that occurred during our fiscal quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
The nature of the industry in which we operate tends to expose us to claims by guests, generally for injuries. Accordingly, we are party to various legal actions arising in the normal course of business. Historically, the great majority of these claims have been minor. Although we believe that we are adequately insured against guests' claims, if we become subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by employees, there may be a material adverse effect on our operations.
Certain legal proceedings in which we are involved are discussed in Item 3 of the 2015 Annual Report and in Note 6 to the unaudited condensed consolidated financial statements contained in this Quarterly Report. Except as set forth below, there were no material developments concerning our legal proceedings during the quarter ended September 30, 2016.
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. A notice of appeal was filed on September 19, 2014, which our insurers are 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 asks the Georgia Supreme Court to grant further review and rule that Six Flags is 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. We have paid the full amount of our $2.5 million self-insurance retention to our insurers.
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, however we intend to continue to vigorously defend ourselves against this litigation. Since this

31

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.
ITEM 1A.
RISK FACTORS
There have been no material changes to the principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the 2015 Annual Report. For a discussion on these risk factors, please see "Item 1A. Risk Factors" contained in the 2015 Annual Report.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On November 20, 2013, Holdings announced that its Board of Directors approved a 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 utilized the remaining availability under the November 2013 Stock Repurchase Plan in August of 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative price 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"). As of October 21, 2016, Holdings had repurchased 1,202,000 shares at a cumulative price of approximately $65.7 million and an average price per share of $54.68 under the June 2016 Stock Repurchase Plan, leaving approximately $434.3 million available for permitted repurchases.
The following table sets forth information regarding purchases of Holdings' common stock during the three months ended September 30, 2016 under the November 2013 and June 2016 Stock Repurchase Plans: 
 
Period
 
Total
number of
shares
purchased
 
Average
price
paid per
share
 
Total number of
 shares purchased
as part of publicly
announced plans
or programs
 
Approximate dollar 
value of shares that 
may yet be purchased
under the plans
or programs
Month 1
July 1 - July 31
 
100,000

 
$
56.69

 
100,000

 
$
504,202,000

Month 2
August 1 - August 31
 
1,276,599

 
$
54.76

 
1,276,599

 
$
434,300,000

Month 3
September 1 - September 30
 
—

 
$
—

 
—

 
$
434,300,000

 
 
 
1,376,599

 
$
54.90

 
1,376,599

 
$
434,300,000

ITEM 6.
EXHIBITS
Exhibit 31.1*
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2*
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1*
Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2*
Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.INS**
XBRL Instance Document
Exhibit 101.SCH**
XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB**
XBRL Taxonomy Extension Labels Linkbase Document
Exhibit 101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document
 
*                    Filed herewith
**             Furnished herewith


32



33

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SIX FLAGS ENTERTAINMENT CORPORATION
 
 
(Registrant)
 
 
 
Date:
October 26, 2016
/s/ John M. Duffey
 
 
John M. Duffey
 
 
President and Chief Executive Officer, Director
 
 
 
Date:
October 26, 2016
/s/ Marshall Barber
 
 
Marshall Barber
 
 
Executive Vice President and Chief Financial Officer


34

EXHIBIT INDEX
Exhibit No.
 
Description
31.1*
 
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
 
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
 
Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
 
Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**
 
XBRL Instance Document
101.SCH**
 
XBRL Taxonomy Extension Schema Document
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
 
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
*                    Filed herewith
**             Furnished herewith

35

Stock widget

Investing forum

Six Flags Entertainment Corp Reports