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ý
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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for the fiscal year ended December 31, 2013 or
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from to
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Delaware
(State or other jurisdiction of
incorporation or organization)
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13-3995059
(I.R.S. Employer Identification No.)
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924 Avenue J East
Grand Prairie, Texas
(Address of principal executive offices)
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75050
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.025 per share
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New York Stock Exchange
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page No.
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•
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factors impacting attendance, such as local conditions, contagious diseases, events, disturbances and terrorist activities;
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•
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recall of food, toys and other retail products which we sell;
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•
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accidents occurring at our parks or other parks in the industry and adverse publicity concerning our parks;
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•
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inability to achieve desired improvements and financial performance targets set forth in our aspirational goals;
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•
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adverse weather conditions such as excess heat or cold, rain, and storms;
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•
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general financial and credit market conditions;
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•
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economic conditions (including customer spending patterns);
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•
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changes in public and consumer tastes;
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•
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construction delays in capital improvements or ride downtime;
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•
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competition with other theme parks and other entertainment alternatives;
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•
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dependence on a seasonal workforce;
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•
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unionization activities and labor disputes;
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•
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laws and regulations affecting labor and employee benefit costs, including potential increases in state and federally mandated minimum wages, and healthcare reform;
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•
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pending, threatened or future legal proceedings and the significant expenses associated with litigation;
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•
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cyber security risks; and
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•
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other factors described in "Item 1A. Risk Factors" included elsewhere in this Annual Report.
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ITEM 1.
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BUSINESS
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Name of Park and Location
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Description
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Designated
Market Area and Rank*
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Population Within
Radius from
Park Location
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External Park Competition / Location /
Approximate Distance
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Six Flags America
Largo, MD
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515 acres—combination theme and water park and approximately 300 acres of potentially developable land
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Washington, D.C. (8)
Baltimore (27)
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8.3 million—50 miles
14.2 million—100 miles
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Kings Dominion /
Doswell, VA (near Richmond) / 120 miles
Hershey Park /
Hershey, PA / 125 miles
Busch Gardens /
Williamsburg, VA / 175 miles
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Six Flags Discovery Kingdom
Vallejo, CA
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135 acres—theme park plus marine and land animal exhibits
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San Francisco / Oakland (6)
Sacramento (20)
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6.9 million—50 miles
11.9 million—100 miles
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Aquarium of the Bay at Pier 39 /
San Francisco, CA / 30 miles
Academy of Science Center /
San Francisco, CA / 30 miles
California Great America /
Santa Clara, CA / 60 miles
Gilroy Gardens /
Gilroy, CA / 100 miles
Outer Bay at Monterey Bay Aquarium /
Monterey, CA / 130 miles
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Six Flags Fiesta Texas
San Antonio, TX
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216 acres—combination theme and water park
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Houston (10)
San Antonio (36)
Austin (40)
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2.5 million—50 miles
4.5 million—100 miles
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Sea World of Texas /
San Antonio, TX / 15 miles
Schlitterbahn /
New Braunfels, TX / 33 miles
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Six Flags Great Adventure &
Wild Safari /
Six Flags Hurricane Harbor
Jackson, NJ
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2,200 acres—separately gated theme park/safari and water park and approximately 556 acres of potentially developable land
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New York City (1)
Philadelphia (4)
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15.0 million—50 miles
29.8 million—100 miles
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Hershey Park /
Hershey, PA / 150 miles
Dorney Park /
Allentown, PA / 75 miles
Morey's Piers Wildwood /
Wildwood, NJ / 97 miles
Coney Island /
Brooklyn, NY / 77 miles
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Six Flags Great America
Gurnee, IL
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304 acres—combination theme and water park and approximately 30 acres of potentially developable land
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Chicago (3)
Milwaukee (34)
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9.4 million—50 miles
14.1 million—100 miles
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Kings Island /
Cincinnati, OH / 350 miles
Cedar Point /
Sandusky, OH / 340 miles
Several water parks /
Wisconsin Dells Area / 170 miles
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Six Flags St. Louis
Eureka, MO
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503 acres—combination theme and water park and approximately 220 acres of potentially developable land
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St. Louis (21)
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2.9 million—50 miles
4.3 million—100 miles |
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Worlds of Fun /
Kansas City, MO / 250 miles
Silver Dollar City /
Branson, MO / 250 miles
Holiday World /
Santa Claus, IN / 150 miles
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Name of Park and Location
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Description
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Designated
Market Area and Rank*
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Population Within
Radius from
Park Location
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External Park Competition / Location /
Approximate Distance
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Six Flags Magic Mountain /
Six Flags Hurricane Harbor
Valencia, CA
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262 acres—separately gated theme park and water park on 250 acres and 12 acres, respectively
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Los Angeles (2)
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11.1 million—50 miles
18.9 million—100 miles |
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Disneyland Resort /
Anaheim, CA / 60 miles
Universal Studios Hollywood /
Universal City, CA / 20 miles
Knott's Berry Farm /
Buena Park, CA / 50 miles
Sea World of California /
San Diego, CA / 150 miles
Legoland /
Carlsbad, CA / 130 miles
Soak City USA /
Buena Park, CA / 50 miles
Raging Waters /
San Dimas, CA / 50 miles
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Six Flags Mexico
Mexico City, Mexico
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110 acres—theme park
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N/A
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18.3 million—50 miles
37.2 million—100 miles
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Mexico City Zoo /
Mexico City, Mexico / 14 miles
Chapultepec /
Mexico City, Mexico / 11 miles
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Six Flags New England
Agawam, MA
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262 acres—combination theme and water park
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Boston (7)
Hartford / New Haven (30)
Providence (53)
Springfield (114)
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3.7 million—50 miles
16.9 million—100 miles
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Lake Compounce /
Bristol, CT / 50 miles
Canobie Lake Park /
Salem, New Hampshire / 140 miles
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Six Flags Over Georgia
Austell, GA /
Six Flags Whitewater
Marietta, GA
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352 acres—separately gated theme park and water park on 283 acres and 69 acres, respectively
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Atlanta (9)
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5.8 million—50 miles
8.9 million—100 miles
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Georgia Aquarium /
Atlanta, GA / 20 miles
Carowinds /
Charlotte, NC / 250 miles
Alabama Adventure /
Birmingham, AL / 160 miles
Dollywood and Splash Country /
Pigeon Forge, TN / 200 miles
Wild Adventures /
Valdosta, GA / 240 miles
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Six Flags Over Texas /
Six Flags Hurricane Harbor
Arlington, TX
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264 acres—separately gated theme park and water park on 217 and 47 acres, respectively
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Dallas/Fort Worth (5)
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6.7 million—50 miles
8.1 million—100 miles
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Sea World of Texas /
San Antonio, TX / 285 miles
NRH2O Waterpark /
North Richland Hills, TX / 13 miles
The Great Wolf Lodge /
Grapevine, TX / 17 miles
Hawaiian Falls Waterpark /
Mansfield, TX / 16 miles
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La Ronde
Montreal, Canada
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146 acres—theme park
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N/A
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4.8 million—50 miles
6.1 million—100 miles
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Quebec City Waterpark /
Quebec City, Canada / 130 miles
Canada's Wonderland /
Vaughan, Ontario / 370 miles
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The Great Escape and Splashwater Kingdom /
Six Flags Great Escape Lodge & Indoor Waterpark
Queensbury, NY
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345 acres—combination theme and water park, plus 200 room hotel and 38,000 square foot indoor waterpark
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Albany (58)
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1.2 million—50 miles
3.5 million—100 miles
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Darien Lake /
Darien Center, NY / 311 miles
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*
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Based on a September 28, 2013 survey of television households within designated market areas published by A.C. Nielsen Media Research.
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Name
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Age
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Title
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James Reid-Anderson*
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54
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Chairman, President and Chief Executive Officer
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John M. Duffey*
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53
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Chief Financial Officer
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Lance C. Balk*
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56
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General Counsel
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John Bement
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61
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Senior Vice President, In-Park Services
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Walter S. Hawrylak*
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66
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Senior Vice President, Administration
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Michael S. Israel
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47
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Senior Vice President and Chief Information Officer
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Tom Iven
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55
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Senior Vice President, Park Operations—West Coast
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Nancy A. Krejsa
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55
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Senior Vice President, Investor Relations and Corporate Communications
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David McKillips
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42
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Senior Vice President, Corporate Alliances
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John Odum
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56
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Senior Vice President, Park Operations—East Coast
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Brett Petit*
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50
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Senior Vice President, Marketing
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Leonard A. Russ*
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40
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Vice President and Chief Accounting Officer
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*
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Executive Officers
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ITEM 1A.
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RISK FACTORS
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•
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We must make annual distributions to our partners in the Partnership Parks, which will amount to approximately
$67.3 million
million in 2014 (based on our ownership of units as of December 31, 2013, our share of the distribution will be approximately
$29.2 million
), with similar amounts (adjusted for changes in cost of living) payable in future years.
|
•
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We must spend a minimum of approximately 6% of each of the Partnership Parks' annual revenues over specified periods for capital expenditures.
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•
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Each year we must offer to purchase all outstanding limited partnership units from our partners in the Partnership Parks. The remaining redeemable units of the Georgia limited partner and Texas limited partner, respectively, represent an ultimate redemption value for the limited partnership units of approximately
$372.5 million
as of December 31, 2013. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions. In future years, we may need to incur indebtedness under the 2011 Credit Facility to satisfy such unit purchase obligations.
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•
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We may not be able to satisfy all of our obligations, including, but not limited to, our obligations under the instruments governing our outstanding debt, which may cause a cross-default or cross-acceleration on other debt we may have incurred.
|
•
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We could have difficulties obtaining necessary financing in the future for working capital, capital expenditures, debt service requirements, refinancing or other purposes.
|
•
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We could have difficulties obtaining additional financing to fund our annual Partnership Park obligations if the amount of the 2011 Credit Facility is insufficient.
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•
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We will have to use a significant part of our cash flow to make payments on our debt and to satisfy the other obligations set forth above, which may reduce the capital available for operations and expansion.
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•
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Adverse economic or industry conditions may have more of a negative impact on us.
|
•
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Our operating and financial performance and prospects;
|
•
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Our ability to repay our debt;
|
•
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Our access to financial and capital markets to refinance our debt or replace the existing credit facilities;
|
•
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Investor perceptions of us and the industry and markets in which we operate;
|
•
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Our dividend policy;
|
•
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Our stock repurchase program;
|
•
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Future sales of equity or equity-related securities;
|
•
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Changes in earnings estimates or buy/sell recommendations by analysts; and
|
•
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General financial, domestic, economic and other market conditions.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
|
•
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Six Flags America, Largo, Maryland—515 acres (owned)
|
•
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Six Flags Discovery Kingdom, Vallejo, California—135 acres (owned)
|
•
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Six Flags Fiesta Texas, San Antonio, Texas—216 acres (owned)
|
•
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Six Flags Great Adventure & Wild Safari and Hurricane Harbor, Jackson, New Jersey—2,200 acres (owned)
|
•
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Six Flags Great America, Gurnee, Illinois—304 acres (owned)
|
•
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Six Flags Hurricane Harbor, Arlington, Texas—47 acres (owned)
|
•
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Six Flags Hurricane Harbor, Valencia, California—12 acres (owned)
|
•
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Six Flags Magic Mountain, Valencia, California—250 acres (owned)
|
•
|
Six Flags Mexico, Mexico City, Mexico—110 acres (occupied pursuant to concession agreement)
(1)
|
•
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Six Flags New England, Agawam, Massachusetts—262 acres (substantially all owned)
|
•
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Six Flags Over Georgia, Austell, Georgia—283 acres (leasehold interest)
(2)
|
•
|
Six Flags Over Texas, Arlington, Texas—217 acres (leasehold interest)
(2)
|
•
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Six Flags St. Louis, Eureka, Missouri—503 acres (owned)
|
•
|
Six Flags White Water Atlanta, Marietta, Georgia—69 acres (owned)
(3)
|
•
|
La Ronde, Montreal, Canada—146 acres (leasehold interest)
(4)
|
•
|
The Great Escape, Queensbury, New York—345 acres (owned)
|
(1)
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The concession agreement is with the Federal District of Mexico City. The agreement expires in 2017 but negotiations regarding the extension of the concession agreement are ongoing.
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(2)
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Lessor is the limited partner of the partnership that owns the park. The SFOG and SFOT leases expire in 2027 and 2028, respectively, at which time we have the option to acquire all of the interests in the respective lessor that we have not previously acquired.
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(3)
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Owned by the Georgia partnership.
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(4)
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The site is leased from the City of Montreal. The lease expires in 2065.
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ITEM 3.
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LEGAL PROCEEDINGS
|
ITEM
4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
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MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Sales Price
Per Share
|
|
Dividends Declared
Per Share
|
||||||||
|
High
|
|
Low
|
|
|||||||
2014
|
|
|
|
|
|
||||||
First Quarter (through February 14, 2014)
|
$
|
38.00
|
|
|
$
|
33.96
|
|
|
$
|
0.47
|
|
2013
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
38.90
|
|
|
$
|
31.86
|
|
|
$
|
0.47
|
|
Third Quarter
|
$
|
37.90
|
|
|
$
|
32.73
|
|
|
$
|
0.45
|
|
Second Quarter
|
$
|
40.31
|
|
|
$
|
34.64
|
|
|
$
|
0.45
|
|
First Quarter
|
$
|
36.34
|
|
|
$
|
30.50
|
|
|
$
|
0.45
|
|
2012
|
|
|
|
|
|
||||||
Fourth Quarter
|
$
|
32.48
|
|
|
$
|
26.60
|
|
|
$
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0.45
|
|
Third Quarter
|
$
|
31.18
|
|
|
$
|
26.24
|
|
|
$
|
0.30
|
|
Second Quarter
|
$
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27.12
|
|
|
$
|
21.56
|
|
|
$
|
0.30
|
|
First Quarter
|
$
|
24.52
|
|
|
$
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20.22
|
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|
$
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0.30
|
|
|
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
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October 1 - October 31
|
|
—
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$
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—
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|
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—
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|
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$
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14,370,000
|
|
Month 2
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November 1 - November 30
|
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400,000
|
|
|
$
|
37.37
|
|
|
400,000
|
|
|
$
|
499,427,000
|
|
Month 3
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December 1 - December 31
|
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139,000
|
|
|
$
|
35.98
|
|
|
139,000
|
|
|
$
|
494,434,000
|
|
|
|
|
539,000
|
|
|
$
|
37.01
|
|
|
539,000
|
|
|
$
|
494,434,000
|
|
*
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$100 invested on 5/10/10 in stock or 4/30/10 in index, including reinvestment of dividends.
|
|
5/10/2010
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|
12/31/2010
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12/31/2011
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12/31/2012
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12/31/2013
|
||||||||||
Six Flags Entertainment Corporation
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$
|
100.00
|
|
|
$
|
185.11
|
|
|
$
|
282.11
|
|
|
$
|
441.34
|
|
|
$
|
558.90
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
107.48
|
|
|
$
|
109.76
|
|
|
$
|
127.32
|
|
|
$
|
168.56
|
|
S&P Midcap 400
|
$
|
100.00
|
|
|
$
|
111.34
|
|
|
$
|
109.41
|
|
|
$
|
128.97
|
|
|
$
|
172.18
|
|
S&P Movies & Entertainment
|
$
|
100.00
|
|
|
$
|
101.83
|
|
|
$
|
113.38
|
|
|
$
|
152.66
|
|
|
$
|
237.48
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Eight Months
Ended
December 31,
|
|
|
Four Months
Ended
April 30,
|
|
Year Ended December 31,
|
||||||||||||||||
(Amounts in thousands, except per share data)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
|
2010
|
|
2009
|
||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Theme park admissions
|
$
|
602,204
|
|
|
$
|
576,708
|
|
|
$
|
541,744
|
|
|
$
|
452,189
|
|
|
|
$
|
59,270
|
|
|
$
|
482,670
|
|
Theme park food, merchandise and other
|
448,547
|
|
|
437,382
|
|
|
413,844
|
|
|
348,552
|
|
|
|
52,054
|
|
|
374,685
|
|
||||||
Sponsorship, licensing and other fees
|
42,179
|
|
|
39,977
|
|
|
42,380
|
|
|
37,877
|
|
|
|
11,259
|
|
|
41,577
|
|
||||||
Accommodations revenue
|
17,000
|
|
|
16,265
|
|
|
15,206
|
|
|
9,194
|
|
|
|
5,494
|
|
|
—
|
|
||||||
Total revenue
|
1,109,930
|
|
|
1,070,332
|
|
|
1,013,174
|
|
|
847,812
|
|
|
|
128,077
|
|
|
898,932
|
|
||||||
Operating expenses (excluding depreciation and amortization shown separately below)
|
417,482
|
|
|
411,679
|
|
|
397,874
|
|
|
292,550
|
|
|
|
115,636
|
|
|
413,817
|
|
||||||
Selling, general and administrative (excluding depreciation and amortization shown separately below)
|
189,218
|
|
|
225,875
|
|
|
215,059
|
|
|
142,079
|
|
|
|
47,608
|
|
|
192,618
|
|
||||||
Costs of products sold
|
86,663
|
|
|
80,169
|
|
|
77,286
|
|
|
66,965
|
|
|
|
12,132
|
|
|
75,296
|
|
||||||
Depreciation and amortization
|
128,075
|
|
|
148,045
|
|
|
168,999
|
|
|
118,349
|
|
|
|
45,675
|
|
|
141,707
|
|
||||||
Loss on disposal of assets
|
8,579
|
|
|
8,105
|
|
|
7,615
|
|
|
11,727
|
|
|
|
1,923
|
|
|
11,135
|
|
||||||
Gain on sale of investee
|
—
|
|
|
(67,319
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Interest expense, net
|
74,145
|
|
|
46,624
|
|
|
65,217
|
|
|
53,842
|
|
|
|
74,134
|
|
|
105,435
|
|
||||||
Equity in loss (income) of investee
|
—
|
|
|
2,222
|
|
|
3,111
|
|
|
1,372
|
|
|
|
(594
|
)
|
|
(3,122
|
)
|
||||||
Loss on debt extinguishment, net
|
789
|
|
|
587
|
|
|
46,520
|
|
|
18,493
|
|
|
|
—
|
|
|
—
|
|
||||||
Other expense (income), net
|
1,234
|
|
|
612
|
|
|
73
|
|
|
956
|
|
|
|
(802
|
)
|
|
17,304
|
|
||||||
Restructure (recovery) costs, net
|
—
|
|
|
(47
|
)
|
|
25,086
|
|
|
37,417
|
|
|
|
—
|
|
|
—
|
|
||||||
Income (loss) from continuing operations before reorganization items, income taxes and discontinued operations
|
203,745
|
|
|
213,780
|
|
|
6,334
|
|
|
104,062
|
|
|
|
(167,635
|
)
|
|
(55,258
|
)
|
||||||
Reorganization items, net
|
(180
|
)
|
|
2,168
|
|
|
2,455
|
|
|
7,479
|
|
|
|
(819,473
|
)
|
|
101,928
|
|
||||||
Income (loss) from continuing operations before income taxes, and discontinued operations
|
203,925
|
|
|
211,612
|
|
|
3,879
|
|
|
96,583
|
|
|
|
651,838
|
|
|
(157,186
|
)
|
||||||
Income tax expense (benefit)
|
47,601
|
|
|
(184,154
|
)
|
|
(8,065
|
)
|
|
11,177
|
|
|
|
112,648
|
|
|
2,902
|
|
||||||
Income (loss) from continuing operations before discontinued operations
|
156,324
|
|
|
395,766
|
|
|
11,944
|
|
|
85,406
|
|
|
|
539,190
|
|
|
(160,088
|
)
|
||||||
Income (loss) from discontinued operations
|
549
|
|
|
7,273
|
|
|
1,201
|
|
|
(565
|
)
|
|
|
9,759
|
|
|
(34,007
|
)
|
||||||
Net income (loss)
|
156,873
|
|
|
403,039
|
|
|
13,145
|
|
|
84,841
|
|
|
|
548,949
|
|
|
(194,095
|
)
|
||||||
Net income attributable to noncontrolling interests
|
(38,321
|
)
|
|
(37,104
|
)
|
|
(35,805
|
)
|
|
(34,788
|
)
|
|
|
(76
|
)
|
|
(35,072
|
)
|
||||||
Net income (loss) attributable to Six Flags Entertainment Corporation
|
$
|
118,552
|
|
|
$
|
365,935
|
|
|
$
|
(22,660
|
)
|
|
$
|
50,053
|
|
|
|
$
|
548,873
|
|
|
$
|
(229,167
|
)
|
Net income (loss) applicable to Six Flags Entertainment Corporation common stockholders
|
$
|
118,552
|
|
|
$
|
365,935
|
|
|
$
|
(22,660
|
)
|
|
$
|
50,053
|
|
|
|
$
|
548,873
|
|
|
$
|
(245,509
|
)
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Eight Months
Ended
December 31,
|
|
|
Four Months
Ended
April 30,
|
|
Year Ended December 31,
|
||||||||||||||||
(Amounts in thousands, except per share data)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
|
2010
|
|
2009
|
||||||||||||
Amounts applicable to Six Flags Entertainment Corporation common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
118,003
|
|
|
$
|
358,662
|
|
|
$
|
(23,861
|
)
|
|
$
|
50,618
|
|
|
|
$
|
539,114
|
|
|
$
|
(211,502
|
)
|
Income (loss) from discontinued operations
|
549
|
|
|
7,273
|
|
|
1,201
|
|
|
(565
|
)
|
|
|
9,759
|
|
|
(34,007
|
)
|
||||||
Net income (loss)
|
$
|
118,552
|
|
|
$
|
365,935
|
|
|
$
|
(22,660
|
)
|
|
$
|
50,053
|
|
|
|
$
|
548,873
|
|
|
$
|
(245,509
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average common shares outstanding
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted average common shares outstanding—basic:
|
96,940
|
|
|
107,684
|
|
|
110,150
|
|
|
110,600
|
|
|
|
98,054
|
|
|
97,720
|
|
||||||
Weighted average common shares outstanding—diluted:
|
100,371
|
|
|
110,936
|
|
|
110,150
|
|
|
110,600
|
|
|
|
98,054
|
|
|
97,720
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) per average common share outstanding—basic
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations applicable to Six Flags Entertainment Corporation common stockholders
|
$
|
1.21
|
|
|
$
|
3.33
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.46
|
|
|
|
$
|
5.50
|
|
|
$
|
(2.16
|
)
|
Income (loss) from discontinued operations applicable to Six Flags Entertainment Corporation common stockholders
|
0.01
|
|
|
0.07
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
|
0.10
|
|
|
(0.35
|
)
|
||||||
Net income (loss) applicable to Six Flags Entertainment Corporation common stockholders
|
$
|
1.22
|
|
|
$
|
3.40
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.45
|
|
|
|
$
|
5.60
|
|
|
$
|
(2.51
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) per average common share outstanding—diluted
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations applicable to Six Flags Entertainment Corporation common stockholders
|
$
|
1.17
|
|
|
$
|
3.23
|
|
|
$
|
(0.22
|
)
|
|
$
|
0.46
|
|
|
|
$
|
5.50
|
|
|
$
|
(2.16
|
)
|
Income (loss) from discontinued operations applicable to Six Flags Entertainment Corporation common stockholders
|
0.01
|
|
|
0.07
|
|
|
0.01
|
|
|
(0.01
|
)
|
|
|
0.10
|
|
|
(0.35
|
)
|
||||||
Net income (loss) applicable to Six Flags Entertainment Corporation common stockholders
|
$
|
1.18
|
|
|
$
|
3.30
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.45
|
|
|
|
$
|
5.60
|
|
|
$
|
(2.51
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash dividends declared per common share
(1)
|
$
|
1.82
|
|
|
$
|
1.35
|
|
|
$
|
0.09
|
|
|
$
|
0.015
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
All Successor share and per share amounts have been retroactively adjusted to reflect Holdings' two-for-one stock splits in June 2011 and June 2013, as described in Note
12
to the Consolidated Financial Statements included elsewhere in this Annual Report.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
December 31,
|
|
|
December 31,
|
||||||||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
|
2009
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
(1)
|
$
|
169,310
|
|
|
$
|
629,208
|
|
|
$
|
231,427
|
|
|
$
|
187,061
|
|
|
|
$
|
164,830
|
|
Total assets
|
2,607,814
|
|
|
3,056,391
|
|
|
2,648,178
|
|
|
2,733,253
|
|
|
|
2,907,652
|
|
|||||
Total long-term debt (excluding current maturities)
(2)
|
1,394,334
|
|
|
1,398,966
|
|
|
921,940
|
|
|
938,195
|
|
|
|
1,966,754
|
|
|||||
Total debt
(2)
|
1,400,603
|
|
|
1,405,206
|
|
|
957,236
|
|
|
971,154
|
|
|
|
2,406,580
|
|
|||||
Redeemable noncontrolling interests
|
437,569
|
|
|
437,941
|
|
|
440,427
|
|
|
441,655
|
|
|
|
355,933
|
|
|||||
Mandatorily redeemable preferred stock (represented by the PIERS)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
306,650
|
|
|||||
Stockholders' equity (deficit)
|
373,337
|
|
|
884,732
|
|
|
763,478
|
|
|
863,708
|
|
|
|
(584,174
|
)
|
|||||
Noncontrolling interests
(3)
|
—
|
|
|
3,934
|
|
|
3,670
|
|
|
4,455
|
|
|
|
—
|
|
(1)
|
Excludes restricted cash.
|
(2)
|
Includes debt classified in liabilities subject to compromise at December 31, 2009.
|
(3)
|
Reflects impact of the FASB ASC 810 adoption on January 1, 2010. See Note
6
to the Consolidated Financial Statements included elsewhere in this Annual Report.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview.
The overview section provides a summary of Six Flags and the principal factors affecting our results of operations.
|
•
|
Critical Accounting Policies.
The critical accounting policies section provides detail with respect to accounting policies that are considered by management to require significant judgment and use of estimates and that could have a significant impact on our financial statements.
|
•
|
Recent Events.
The recent events section provides a brief description of recent events occurring in our business.
|
•
|
Results of Operations.
The results of operations section provides an analysis of our results for the years ended December 31,
2013
,
2012
and
2011
and a discussion of items affecting the comparability of our financial statements.
|
•
|
Liquidity, Capital Commitments and Resources.
The liquidity, capital commitments and resources section provides a discussion of our cash flows for the year ended December 31,
2013
and our outstanding debt and commitments existing as of December 31,
2013
.
|
•
|
Market Risks and Security Analyses.
We are principally exposed to market risk related to interest rates and foreign currency exchange rates, which are described in the market risks and security analyses section.
|
•
|
Recently Issued Accounting Pronouncements.
This section provides a discussion of recently issued accounting pronouncements applicable to Six Flags, including a discussion of the impact or potential impact of such standards on our financial statements when applicable.
|
|
Year Ended December 31,
|
|
Percentage Changes
|
||||||||||||||
(Amounts in thousands, except per capita data)
|
2013
|
|
2012
|
|
2011
|
|
2013
vs
2012
|
|
2012
vs
2011
|
||||||||
Total revenue
|
$
|
1,109,930
|
|
|
$
|
1,070,332
|
|
|
$
|
1,013,174
|
|
|
4
|
%
|
|
6
|
%
|
Operating expenses
|
417,482
|
|
|
411,679
|
|
|
397,874
|
|
|
1
|
%
|
|
3
|
%
|
|||
Selling, general and administrative
|
189,218
|
|
|
225,875
|
|
|
215,059
|
|
|
(16
|
)%
|
|
5
|
%
|
|||
Cost of products sold
|
86,663
|
|
|
80,169
|
|
|
77,286
|
|
|
8
|
%
|
|
4
|
%
|
|||
Depreciation and amortization
|
128,075
|
|
|
148,045
|
|
|
168,999
|
|
|
(13
|
)%
|
|
(12
|
)%
|
|||
Loss on disposal of assets
|
8,579
|
|
|
8,105
|
|
|
7,615
|
|
|
6
|
%
|
|
6
|
%
|
|||
Gain on sale of investee
|
—
|
|
|
(67,319
|
)
|
|
—
|
|
|
N/M
|
|
|
N/M
|
|
|||
Interest expense, net
|
74,145
|
|
|
46,624
|
|
|
65,217
|
|
|
59
|
%
|
|
(29
|
)%
|
|||
Equity in loss of investee
|
—
|
|
|
2,222
|
|
|
3,111
|
|
|
N/M
|
|
|
(29
|
)%
|
|||
Loss on debt extinguishment
|
789
|
|
|
587
|
|
|
46,520
|
|
|
34
|
%
|
|
N/M
|
|
|||
Other expense, net
|
1,234
|
|
|
612
|
|
|
73
|
|
|
102
|
%
|
|
N/M
|
|
|||
Restructure (recovery) costs, net
|
—
|
|
|
(47
|
)
|
|
25,086
|
|
|
N/M
|
|
|
N/M
|
|
|||
Income from continuing operations before reorganization items and income taxes
|
203,745
|
|
|
213,780
|
|
|
6,334
|
|
|
(5
|
)%
|
|
3,275
|
%
|
|||
Reorganization items, net
|
(180
|
)
|
|
2,168
|
|
|
2,455
|
|
|
(108
|
)%
|
|
(12
|
)%
|
|||
Income from continuing operations before income taxes
|
203,925
|
|
|
211,612
|
|
|
3,879
|
|
|
(4
|
)%
|
|
5,355
|
%
|
|||
Income tax expense (benefit)
|
47,601
|
|
|
(184,154
|
)
|
|
(8,065
|
)
|
|
(126
|
)%
|
|
N/M
|
|
|||
Income from continuing operations
|
$
|
156,324
|
|
|
$
|
395,766
|
|
|
$
|
11,944
|
|
|
(61
|
)%
|
|
3,214
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||
Attendance
|
26,149
|
|
|
25,735
|
|
|
24,295
|
|
|
2
|
%
|
|
6
|
%
|
|||
Total revenue per capita
|
$
|
42.45
|
|
|
$
|
41.59
|
|
|
$
|
41.70
|
|
|
2
|
%
|
|
—
|
%
|
|
Payment Due by Period
|
||||||||||||||||||
(Amounts in thousands)
|
2014
|
|
2015 - 2016
|
|
2017 - 2018
|
|
2019 and beyond
|
|
Total
|
||||||||||
Long term debt — including current portion
(1)
|
$
|
6,269
|
|
|
$
|
12,709
|
|
|
$
|
588,061
|
|
|
$
|
800,000
|
|
|
$
|
1,407,039
|
|
Interest on long-term debt
(2)
|
65,283
|
|
|
129,719
|
|
|
124,735
|
|
|
105,000
|
|
|
424,737
|
|
|||||
Real estate and operating leases
(3)
|
6,141
|
|
|
12,116
|
|
|
9,704
|
|
|
151,286
|
|
|
179,247
|
|
|||||
Purchase obligations
(4)
|
126,312
|
|
|
8,600
|
|
|
8,300
|
|
|
8,000
|
|
|
151,212
|
|
|||||
Total
|
$
|
204,005
|
|
|
$
|
163,144
|
|
|
$
|
730,800
|
|
|
$
|
1,064,286
|
|
|
$
|
2,162,235
|
|
(1)
|
Payments are shown at principal amount. See Note
8
to the Consolidated Financial Statements included elsewhere in this Annual Report for further discussion on long-term debt.
|
(2)
|
See Note
8
to the Consolidated Financial Statements included elsewhere in this Annual Report for further discussion on long-term debt. Amounts shown reflect variable interest rates in effect at December 31,
2013
.
|
(3)
|
Assumes for lease payments based on a percentage of revenues, future payments at
2013
revenue levels. Also does not give effect to cost of living adjustments. Obligations not denominated in U.S. Dollars have been converted based on the exchange rates existing on December 31,
2013
.
|
(4)
|
Represents obligations as of December 31,
2013
with respect to insurance, inventory, media and advertising commitments, computer systems and hardware, estimated annual license fees to Warner Bros. (through 2020) and new rides and attractions. Of the amount shown for 2014, approximately $76.1 million represents capital items. The amounts in respect of new rides and attractions were computed as of December 31,
2013
and include estimates by us of costs needed to complete such improvements that, in certain cases, were not legally committed at that date. Amounts shown do not include obligations to employees that cannot be quantified as of December 31,
2013
, which are discussed below. Amounts shown also do not include purchase obligations existing at the individual park-level for supplies and other miscellaneous items. None of the park-level obligations are individually material.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
/s/ JAMES REID-ANDERSON
|
|
James Reid-Anderson
President and Chief Executive Officer
|
|
|
|
/s/ JOHN M. DUFFEY
|
|
John M. Duffey
Executive Vice President and Chief Financial Officer
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
169,310
|
|
|
$
|
629,208
|
|
Accounts receivable, net
|
51,609
|
|
|
29,523
|
|
||
Inventories
|
22,172
|
|
|
22,280
|
|
||
Prepaid expenses and other current assets
|
39,006
|
|
|
37,490
|
|
||
Deferred income taxes
|
71,761
|
|
|
44,973
|
|
||
Total current assets
|
353,858
|
|
|
763,474
|
|
||
Property and equipment, net:
|
|
|
|
||||
Property and equipment, at cost
|
1,716,975
|
|
|
1,635,190
|
|
||
Accumulated depreciation
|
(485,292
|
)
|
|
(380,561
|
)
|
||
Total property and equipment
|
1,231,683
|
|
|
1,254,629
|
|
||
Other assets:
|
|
|
|
||||
Debt issuance costs
|
23,821
|
|
|
26,043
|
|
||
Restricted-use investment securities
|
1,823
|
|
|
1,218
|
|
||
Deposits and other assets
|
4,268
|
|
|
4,214
|
|
||
Goodwill
|
630,248
|
|
|
630,248
|
|
||
Intangible assets, net of accumulated amortization
|
362,113
|
|
|
376,565
|
|
||
Total other assets
|
1,022,273
|
|
|
1,038,288
|
|
||
Total assets
|
$
|
2,607,814
|
|
|
$
|
3,056,391
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
24,464
|
|
|
$
|
23,580
|
|
Accrued compensation, payroll taxes and benefits
|
29,277
|
|
|
35,949
|
|
||
Accrued insurance reserves
|
50,771
|
|
|
35,369
|
|
||
Accrued interest payable
|
19,598
|
|
|
2,359
|
|
||
Other accrued liabilities
|
25,988
|
|
|
25,663
|
|
||
Deferred income
|
60,443
|
|
|
52,703
|
|
||
Current portion of long-term debt
|
6,269
|
|
|
6,240
|
|
||
Total current liabilities
|
216,810
|
|
|
181,863
|
|
||
Noncurrent Liabilities:
|
|
|
|
||||
Long-term debt
|
1,394,334
|
|
|
1,398,966
|
|
||
Other long-term liabilities
|
39,934
|
|
|
76,398
|
|
||
Deferred income taxes
|
145,830
|
|
|
72,557
|
|
||
Total noncurrent liabilities
|
1,580,098
|
|
|
1,547,921
|
|
||
Total liabilities
|
1,796,908
|
|
|
1,729,784
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
437,569
|
|
|
437,941
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock, $1.00 par value
|
—
|
|
|
—
|
|
||
Common stock, $0.025 par value, 140,000,000 shares authorized and 94,857,347 and 107,637,524 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively
(1)
|
2,371
|
|
|
1,345
|
|
||
Capital in excess of par value
|
842,488
|
|
|
904,713
|
|
||
(Accumulated deficit) retained earnings
|
(438,825
|
)
|
|
27,775
|
|
||
Accumulated other comprehensive loss, net of tax
|
(32,697
|
)
|
|
(49,101
|
)
|
||
Total Six Flags Entertainment Corporation stockholders' equity
|
373,337
|
|
|
884,732
|
|
||
Noncontrolling interests
|
—
|
|
|
3,934
|
|
||
Total equity
|
373,337
|
|
|
888,666
|
|
||
Total liabilities and equity
|
$
|
2,607,814
|
|
|
$
|
3,056,391
|
|
(1)
|
Issued and outstanding stock amounts as of December 31, 2012 have been retroactively adjusted to reflect Holdings’ two-for-one stock split in June 2013, as described in Note
12
to the Consolidated Financial Statements.
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands, except per share data)
|
2013
|
|
2012
|
|
2011
|
||||||
Theme park admissions
|
$
|
602,204
|
|
|
$
|
576,708
|
|
|
$
|
541,744
|
|
Theme park food, merchandise and other
|
448,547
|
|
|
437,382
|
|
|
413,844
|
|
|||
Sponsorship, licensing and other fees
|
42,179
|
|
|
39,977
|
|
|
42,380
|
|
|||
Accommodations revenue
|
17,000
|
|
|
16,265
|
|
|
15,206
|
|
|||
Total revenue
|
1,109,930
|
|
|
1,070,332
|
|
|
1,013,174
|
|
|||
Operating expenses (excluding depreciation and amortization shown separately below)
|
417,482
|
|
|
411,679
|
|
|
397,874
|
|
|||
Selling, general and administrative (including stock-based compensation of $27,034, $62,875 and $54,261 in 2013, 2012 and 2011, respectively, and excluding depreciation and amortization shown separately below)
|
189,218
|
|
|
225,875
|
|
|
215,059
|
|
|||
Costs of products sold
|
86,663
|
|
|
80,169
|
|
|
77,286
|
|
|||
Depreciation
|
113,682
|
|
|
132,397
|
|
|
150,952
|
|
|||
Amortization
|
14,393
|
|
|
15,648
|
|
|
18,047
|
|
|||
Loss on disposal of assets
|
8,579
|
|
|
8,105
|
|
|
7,615
|
|
|||
Gain on sale of investee
|
—
|
|
|
(67,319
|
)
|
|
—
|
|
|||
Interest expense
|
75,044
|
|
|
47,444
|
|
|
66,214
|
|
|||
Interest income
|
(899
|
)
|
|
(820
|
)
|
|
(997
|
)
|
|||
Equity in loss of investee
|
—
|
|
|
2,222
|
|
|
3,111
|
|
|||
Loss on debt extinguishment
|
789
|
|
|
587
|
|
|
46,520
|
|
|||
Other expense, net
|
1,234
|
|
|
612
|
|
|
73
|
|
|||
Restructure (recovery) costs, net
|
—
|
|
|
(47
|
)
|
|
25,086
|
|
|||
Income from continuing operations before reorganization items, income taxes and discontinued operations
|
203,745
|
|
|
213,780
|
|
|
6,334
|
|
|||
Reorganization items, net
|
(180
|
)
|
|
2,168
|
|
|
2,455
|
|
|||
Income from continuing operations before income taxes and discontinued operations
|
203,925
|
|
|
211,612
|
|
|
3,879
|
|
|||
Income tax expense (benefit)
|
47,601
|
|
|
(184,154
|
)
|
|
(8,065
|
)
|
|||
Income from continuing operations before discontinued operations
|
156,324
|
|
|
395,766
|
|
|
11,944
|
|
|||
Income from discontinued operations
|
549
|
|
|
7,273
|
|
|
1,201
|
|
|||
Net income
|
156,873
|
|
|
403,039
|
|
|
13,145
|
|
|||
Net income attributable to noncontrolling interests
|
(38,321
|
)
|
|
(37,104
|
)
|
|
(35,805
|
)
|
|||
Net income (loss) attributable to Six Flags Entertainment Corporation
|
$
|
118,552
|
|
|
$
|
365,935
|
|
|
$
|
(22,660
|
)
|
|
|
|
|
|
|
||||||
Amounts attributable to Six Flags Entertainment Corporation:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
118,003
|
|
|
$
|
358,662
|
|
|
$
|
(23,861
|
)
|
Income from discontinued operations
|
549
|
|
|
7,273
|
|
|
1,201
|
|
|||
Net income (loss)
|
$
|
118,552
|
|
|
$
|
365,935
|
|
|
$
|
(22,660
|
)
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
(1)
:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding—basic:
|
96,940
|
|
|
107,684
|
|
|
110,150
|
|
|||
Weighted average common shares outstanding—diluted:
|
100,371
|
|
|
110,936
|
|
|
110,150
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) per average common share outstanding—basic
(1)
:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
1.21
|
|
|
$
|
3.33
|
|
|
$
|
(0.22
|
)
|
Income from discontinued operations attributable to Six Flags Entertainment Corporation common stockholders
|
0.01
|
|
|
0.07
|
|
|
0.01
|
|
|||
Net income (loss) attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
1.22
|
|
|
$
|
3.40
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per average common share outstanding—diluted
(1)
:
|
|
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
1.17
|
|
|
$
|
3.23
|
|
|
$
|
(0.22
|
)
|
Income from discontinued operations attributable to Six Flags Entertainment Corporation common stockholders
|
0.01
|
|
|
0.07
|
|
|
0.01
|
|
|||
Net income (loss) attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
1.18
|
|
|
$
|
3.30
|
|
|
$
|
(0.21
|
)
|
|
|
|
|
|
|
||||||
Cash dividends declared per common share
(1)
|
$
|
1.82
|
|
|
$
|
1.35
|
|
|
$
|
0.09
|
|
(1)
|
All 2011 and 2012 share and per share amounts have been retroactively adjusted to reflect Holdings' two-for-one stock split in June 2013, as described in Note
12
to the Consolidated Financial Statements.
|
|
Years Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
156,873
|
|
|
$
|
403,039
|
|
|
$
|
13,145
|
|
Other comprehensive income (loss), net of tax in 2013 and 2012:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
(1)
|
(1,341
|
)
|
|
4,516
|
|
|
(9,154
|
)
|
|||
Defined benefit retirement plan
(2)
|
17,427
|
|
|
(3,204
|
)
|
|
(36,566
|
)
|
|||
Change in cash flow hedging
(3)
|
318
|
|
|
(501
|
)
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax in 2013 and 2012
|
16,404
|
|
|
811
|
|
|
(45,720
|
)
|
|||
Comprehensive income (loss)
|
173,277
|
|
|
403,850
|
|
|
(32,575
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
(38,321
|
)
|
|
(37,104
|
)
|
|
(35,805
|
)
|
|||
Comprehensive income (loss) attributable to Six Flags Entertainment Corporation
|
$
|
134,956
|
|
|
$
|
366,746
|
|
|
$
|
(68,380
|
)
|
(1)
|
Foreign currency translation adjustment presented net of tax benefit of
$0.7 million
and net of tax expense of
$2.4 million
for the years ended December 31,
2013
and
2012
, respectively.
|
(2)
|
Defined benefit retirement plan is presented net of tax expense of
$11.5 million
and net of tax benefit of
$2.1 million
for the years ended December 31,
2013
and
2012
, respectively.
|
(3)
|
Change in cash flow hedging is reported net of tax expense of
$0.2 million
and net of tax benefit of
$0.3 million
for the years ended December 31,
2013
and
2012
, respectively.
|
|
Common stock
(1)
|
|
Capital in excess of par value
|
|
Retained earnings (accumulated deficit)
|
|
Accumulated other comprehensive loss
|
|
Total Six Flags Entertainment Corporation
|
|
Noncontrolling interests
|
|
Total
|
|||||||||||||||||
(Amounts in thousands, except share data)
|
Shares issued
|
|
Amount
|
|
||||||||||||||||||||||||||
Balances at December 31, 2010
|
111,456,436
|
|
|
$
|
697
|
|
|
$
|
818,799
|
|
|
$
|
48,404
|
|
|
$
|
(4,192
|
)
|
|
$
|
863,708
|
|
|
$
|
4,455
|
|
|
$
|
868,163
|
|
Issuance of common stock
|
1,023,246
|
|
|
13
|
|
|
9,109
|
|
|
—
|
|
|
—
|
|
|
9,122
|
|
|
—
|
|
|
9,122
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
28,479
|
|
|
—
|
|
|
—
|
|
|
28,479
|
|
|
—
|
|
|
28,479
|
|
|||||||
Dividends declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,929
|
)
|
|
—
|
|
|
(9,929
|
)
|
|
—
|
|
|
(9,929
|
)
|
|||||||
Repurchase of common stock
|
(3,234,746
|
)
|
|
(26
|
)
|
|
(23,772
|
)
|
|
(36,200
|
)
|
|
—
|
|
|
(59,998
|
)
|
|
—
|
|
|
(59,998
|
)
|
|||||||
Two-for-one common stock split
|
—
|
|
|
682
|
|
|
(682
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Employee stock purchase plan
|
38,834
|
|
|
—
|
|
|
578
|
|
|
—
|
|
|
—
|
|
|
578
|
|
|
—
|
|
|
578
|
|
|||||||
Fresh start valuation adjustment for SFOT units purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
280
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,660
|
)
|
|
—
|
|
|
(22,660
|
)
|
|
—
|
|
|
(22,660
|
)
|
|||||||
Net other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,720
|
)
|
|
(45,720
|
)
|
|
—
|
|
|
(45,720
|
)
|
|||||||
Purchase of HWP ownership interests
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
17
|
|
|
—
|
|
|
(382
|
)
|
|
(602
|
)
|
|
(984
|
)
|
|||||||
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
(183
|
)
|
|||||||
Balances at December 31, 2011
|
109,283,770
|
|
|
$
|
1,366
|
|
|
$
|
832,112
|
|
|
$
|
(20,088
|
)
|
|
$
|
(49,912
|
)
|
|
$
|
763,478
|
|
|
$
|
3,670
|
|
|
$
|
767,148
|
|
Issuance of common stock
|
4,023,232
|
|
|
50
|
|
|
39,983
|
|
|
9
|
|
|
—
|
|
|
40,042
|
|
|
—
|
|
|
40,042
|
|
|||||||
Issuance of restricted stock units
|
2,786,720
|
|
|
35
|
|
|
31,311
|
|
|
—
|
|
|
—
|
|
|
31,346
|
|
|
—
|
|
|
31,346
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
62,556
|
|
|
—
|
|
|
—
|
|
|
62,556
|
|
|
—
|
|
|
62,556
|
|
|||||||
Dividends declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,111
|
)
|
|
—
|
|
|
(149,111
|
)
|
|
—
|
|
|
(149,111
|
)
|
|||||||
Repurchase of common stock
|
(8,498,568
|
)
|
|
(106
|
)
|
|
(62,455
|
)
|
|
(169,423
|
)
|
|
—
|
|
|
(231,984
|
)
|
|
—
|
|
|
(231,984
|
)
|
|||||||
Employee stock purchase plan
|
42,370
|
|
|
—
|
|
|
1,206
|
|
|
—
|
|
|
—
|
|
|
1,206
|
|
|
—
|
|
|
1,206
|
|
|||||||
Fresh start valuation adjustment for SFOG and SFOT units purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
453
|
|
|
—
|
|
|
453
|
|
|
—
|
|
|
453
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
365,935
|
|
|
—
|
|
|
365,935
|
|
|
—
|
|
|
365,935
|
|
|||||||
Net other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
811
|
|
|
811
|
|
|
—
|
|
|
811
|
|
|||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
264
|
|
|
264
|
|
|||||||
Balances at December 31, 2012
|
107,637,524
|
|
|
$
|
1,345
|
|
|
$
|
904,713
|
|
|
$
|
27,775
|
|
|
$
|
(49,101
|
)
|
|
$
|
884,732
|
|
|
$
|
3,934
|
|
|
$
|
888,666
|
|
Issuance of common stock
|
2,700,793
|
|
|
63
|
|
|
29,706
|
|
|
—
|
|
|
—
|
|
|
29,769
|
|
|
—
|
|
|
29,769
|
|
|||||||
Forfeiture of restricted stock units
|
(9,720
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
26,829
|
|
|
—
|
|
|
—
|
|
|
26,829
|
|
|
—
|
|
|
26,829
|
|
|||||||
Dividends declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,989
|
)
|
|
—
|
|
|
(175,989
|
)
|
|
—
|
|
|
(175,989
|
)
|
|||||||
Repurchase of common stock
|
(15,507,348
|
)
|
|
(235
|
)
|
|
(113,997
|
)
|
|
(409,357
|
)
|
|
—
|
|
|
(523,589
|
)
|
|
—
|
|
|
(523,589
|
)
|
|||||||
Two-for-one common stock split
|
—
|
|
|
1,197
|
|
|
(1,197
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Employee stock purchase plan
|
36,098
|
|
|
1
|
|
|
1,295
|
|
|
—
|
|
|
—
|
|
|
1,296
|
|
|
—
|
|
|
1,296
|
|
|||||||
Fresh start valuation adjustment for SFOT units and HWP ownership interests purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
118,552
|
|
|
—
|
|
|
118,552
|
|
|
—
|
|
|
118,552
|
|
|||||||
Net other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,404
|
|
|
16,404
|
|
|
—
|
|
|
16,404
|
|
|||||||
Purchase of HWP ownership interests
|
—
|
|
|
—
|
|
|
(4,861
|
)
|
|
110
|
|
|
—
|
|
|
(4,751
|
)
|
|
(4,803
|
)
|
|
(9,554
|
)
|
|||||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
869
|
|
|
869
|
|
|||||||
Balances at December 31, 2013
|
94,857,347
|
|
|
$
|
2,371
|
|
|
$
|
842,488
|
|
|
$
|
(438,825
|
)
|
|
$
|
(32,697
|
)
|
|
$
|
373,337
|
|
|
$
|
—
|
|
|
$
|
373,337
|
|
(1)
|
All 2011 and 2012 common stock amounts have been retroactively adjusted to reflect Holdings' two-for-one common stock split in June 2013, as described in Note
12
to the Consolidated Financial Statements.
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
156,873
|
|
|
$
|
403,039
|
|
|
$
|
13,145
|
|
Adjustments to reconcile net income to net cash provided by operating activities before reorganization activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
128,075
|
|
|
148,045
|
|
|
168,999
|
|
|||
Reorganization items, net
|
(180
|
)
|
|
2,168
|
|
|
2,455
|
|
|||
Stock-based compensation
|
27,034
|
|
|
62,875
|
|
|
54,261
|
|
|||
Interest accretion on notes payable
|
1,252
|
|
|
1,201
|
|
|
1,870
|
|
|||
Loss on debt extinguishment
|
789
|
|
|
587
|
|
|
46,520
|
|
|||
Amortization of debt issuance costs
|
4,285
|
|
|
2,411
|
|
|
7,751
|
|
|||
Other, including loss on disposal of assets
|
10,320
|
|
|
8,247
|
|
|
7,168
|
|
|||
Gain on sale of investee
|
—
|
|
|
(67,319
|
)
|
|
—
|
|
|||
(Increase) decrease in accounts receivable
|
(22,146
|
)
|
|
(10,497
|
)
|
|
844
|
|
|||
Increase in inventories, prepaid expenses and other current assets
|
(2,062
|
)
|
|
(2,352
|
)
|
|
(549
|
)
|
|||
Decrease in deposits and other assets
|
473
|
|
|
5,439
|
|
|
6,151
|
|
|||
Increase in accounts payable, deferred income, accrued liabilities and other long-term liabilities
|
12,147
|
|
|
12,455
|
|
|
817
|
|
|||
Increase (decrease) in accrued interest payable
|
17,239
|
|
|
1,288
|
|
|
(2,342
|
)
|
|||
Deferred income tax expense (benefit)
|
34,915
|
|
|
(194,167
|
)
|
|
(14,701
|
)
|
|||
Net cash provided by operating activities before reorganization activities
|
369,014
|
|
|
373,420
|
|
|
292,389
|
|
|||
Net cash used in reorganization activities
|
(332
|
)
|
|
(1,788
|
)
|
|
(17,452
|
)
|
|||
Total net cash provided by operating activities
|
368,682
|
|
|
371,632
|
|
|
274,937
|
|
|||
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|||
Additions to property and equipment
|
(101,853
|
)
|
|
(99,989
|
)
|
|
(91,680
|
)
|
|||
Property insurance recovery
|
—
|
|
|
1,494
|
|
|
536
|
|
|||
Purchase of identifiable intangible assets
|
(75
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of theme park assets
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Purchase of restricted-use investments
|
(621
|
)
|
|
(706
|
)
|
|
—
|
|
|||
Maturities of restricted-use investments
|
16
|
|
|
—
|
|
|
2,425
|
|
|||
Proceeds from sale of DCP
|
—
|
|
|
69,987
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
230
|
|
|
1,557
|
|
|
216
|
|
|||
Net cash used in investing activities
|
(102,303
|
)
|
|
(27,657
|
)
|
|
(88,528
|
)
|
|||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|||
Repayment of borrowings
|
(6,276
|
)
|
|
(353,230
|
)
|
|
(959,412
|
)
|
|||
Proceeds from borrowings
|
—
|
|
|
800,000
|
|
|
934,400
|
|
|||
Payment of debt issuance costs
|
(2,660
|
)
|
|
(16,878
|
)
|
|
(16,584
|
)
|
|||
Net proceeds from issuance of common stock
|
30,860
|
|
|
40,929
|
|
|
9,700
|
|
|||
Stock repurchases
|
(523,589
|
)
|
|
(231,984
|
)
|
|
(59,998
|
)
|
|||
Payment of cash dividends
|
(176,171
|
)
|
|
(148,286
|
)
|
|
(9,791
|
)
|
|||
Purchase of HWP ownership interests
|
(9,554
|
)
|
|
—
|
|
|
(984
|
)
|
|||
Purchase of redeemable noncontrolling interest
|
(288
|
)
|
|
(2,033
|
)
|
|
(948
|
)
|
|||
Noncontrolling interest distributions
|
(37,452
|
)
|
|
(36,840
|
)
|
|
(35,988
|
)
|
|||
Net cash (used in) provided by financing activities
|
(725,130
|
)
|
|
51,678
|
|
|
(139,605
|
)
|
|||
Effect of exchange rate on cash
|
(1,147
|
)
|
|
2,128
|
|
|
(2,438
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(459,898
|
)
|
|
397,781
|
|
|
44,366
|
|
|||
Cash and cash equivalents at beginning of period
|
629,208
|
|
|
231,427
|
|
|
187,061
|
|
|||
Cash and cash equivalents at end of period
|
$
|
169,310
|
|
|
$
|
629,208
|
|
|
$
|
231,427
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
52,268
|
|
|
$
|
42,545
|
|
|
$
|
58,935
|
|
Cash paid for income taxes
|
$
|
13,768
|
|
|
$
|
9,435
|
|
|
$
|
7,945
|
|
1
.
|
Description of Business
|
2
.
|
Chapter 11 Reorganization
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
(Recoveries) costs and expenses directly related to the reorganization
|
$
|
(180
|
)
|
|
$
|
2,168
|
|
|
$
|
2,455
|
|
3
.
|
Summary of Significant Accounting Policies
|
(a)
|
Basis of Presentation
|
(b)
|
Use of Estimates
|
(c)
|
Fair Value Measurement
|
•
|
Level 1:
quoted prices in active markets for identical assets;
|
•
|
Level 2:
inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument; and
|
•
|
Level 3:
inputs to the valuation methodology are unobservable for the asset or liability.
|
(d)
|
Cash Equivalents
|
(e)
|
Inventories
|
(f)
|
Prepaid Expenses and Other Current Assets
|
(g)
|
Advertising Costs
|
(h)
|
Debt Issuance Costs
|
(i)
|
Property and Equipment
|
Rides and attractions
|
5 - 25 years
|
Land improvements
|
10 - 15 years
|
Buildings and improvements
|
Approximately 30 years
|
Furniture and equipment
|
5 - 10 years
|
(j)
|
Goodwill and Intangible Assets
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2013
|
|
2012
|
||||
Indefinite-lived intangible assets:
|
|
|
|
||||
Trade names, trademarks and other
|
$
|
344,075
|
|
|
$
|
344,000
|
|
Accumulated amortization
|
—
|
|
|
—
|
|
||
Total indefinite-lived intangible assets
|
$
|
344,075
|
|
|
$
|
344,000
|
|
|
|
|
|
||||
Finite-lived intangible assets:
|
|
|
|
||||
Third party licensing rights
|
$
|
24,361
|
|
|
$
|
24,361
|
|
Accumulated amortization
|
(8,809
|
)
|
|
(6,407
|
)
|
||
Total third party licensing rights
|
$
|
15,552
|
|
|
$
|
17,954
|
|
Sponsorship agreements
|
$
|
—
|
|
|
$
|
43,000
|
|
Accumulated amortization
|
—
|
|
|
(31,273
|
)
|
||
Total sponsorship agreements
|
$
|
—
|
|
|
$
|
11,727
|
|
Other identifiable intangibles
|
$
|
3,346
|
|
|
$
|
3,576
|
|
Accumulated amortization
|
(860
|
)
|
|
(692
|
)
|
||
Total other identifiable intangibles
|
$
|
2,486
|
|
|
$
|
2,884
|
|
Total finite-lived intangible assets, cost
|
$
|
27,707
|
|
|
$
|
70,937
|
|
Total accumulated amortization
|
(9,669
|
)
|
|
(38,372
|
)
|
||
Total finite-lived intangible assets, net
|
$
|
18,038
|
|
|
$
|
32,565
|
|
|
|
|
|
||||
Total intangible assets, net
|
$
|
362,113
|
|
|
$
|
376,565
|
|
(k)
|
Valuation of Long-Lived Assets
|
(l)
|
Revenue Recognition
|
(m)
|
Accounts Receivable, Net
|
(n)
|
Derivative Instruments and Hedging Activities
|
(o)
|
Commitments and Contingencies
|
(p)
|
Income Taxes
|
(q)
|
Earnings (Loss) Per Common Share
|
(r)
|
Stock Benefit Plans
|
|
December 31, 2013
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
CEO
|
|
Employees
|
|
CEO
|
|
Employees
|
|
CEO
|
|
Employees
|
||||||
Risk-free interest rate
|
1.20
|
%
|
|
2.03
|
%
|
|
1.08
|
%
|
|
1.08
|
%
|
|
—
|
%
|
|
1.68
|
%
|
Expected life (in years)
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
|
6.25
|
|
|
0
|
|
|
6.25
|
|
Expected volatility
|
39.21
|
%
|
|
38.98
|
%
|
|
44.23
|
%
|
|
44.14
|
%
|
|
—
|
%
|
|
43.68
|
%
|
Expected dividend yield
|
5.24
|
%
|
|
5.08
|
%
|
|
4.51
|
%
|
|
3.48
|
%
|
|
—
|
%
|
|
0.65
|
%
|
(Amounts in thousands, expect per share data)
|
Shares
|
|
Weighted Avg. Exercise Price
($)
|
|
Weighted Avg. Remaining Contractual Term
|
|
Aggregate Intrinsic Value
($)
|
|||||
Balance at December 31, 2012
|
9,436
|
|
|
$
|
15.04
|
|
|
|
|
|
|
|
Granted
|
1,244
|
|
|
$
|
34.30
|
|
|
|
|
|
|
|
Exercised
|
(2,486
|
)
|
|
$
|
11.98
|
|
|
|
|
|
|
|
Canceled or exchanged
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Forfeited
|
(283
|
)
|
|
$
|
18.56
|
|
|
|
|
|
|
|
Expired
|
(1
|
)
|
|
$
|
15.86
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
7,910
|
|
|
$
|
18.90
|
|
|
7.73
|
|
$
|
141,747
|
|
Vested and expected to vest at December 31, 2013
|
7,615
|
|
|
$
|
18.86
|
|
|
7.73
|
|
$
|
136,727
|
|
Options exercisable at December 31, 2013
|
1,692
|
|
|
$
|
14.85
|
|
|
7.26
|
|
$
|
37,173
|
|
(Amounts in thousands, except per share amounts
)
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
($)
|
|||
Balance at December 31, 2012
|
694
|
|
|
$
|
9.73
|
|
Granted
|
19
|
|
|
$
|
38.26
|
|
Vested
|
(352
|
)
|
|
$
|
10.20
|
|
Forfeited
|
(10
|
)
|
|
$
|
8.12
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2013
|
351
|
|
|
$
|
10.84
|
|
(s)
|
Comprehensive Income (Loss)
|
(t)
|
Redeemable Noncontrolling Interest
|
(u)
|
Reclassifications
|
(v)
|
Recent Accounting Pronouncements
|
4
.
|
Disposition of Theme Parks
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Decrease in contingent liabilities from sale indemnities
|
$
|
549
|
|
|
$
|
7,273
|
|
|
$
|
1,201
|
|
Income from discontinued operations
|
$
|
549
|
|
|
$
|
7,273
|
|
|
$
|
1,201
|
|
5
.
|
Property and Equipment
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2013
|
|
2012
|
||||
Land
|
$
|
227,335
|
|
|
$
|
227,202
|
|
Land improvements
|
177,654
|
|
|
166,280
|
|
||
Buildings and improvements
|
264,853
|
|
|
256,967
|
|
||
Rides and attractions
|
857,426
|
|
|
809,006
|
|
||
Equipment
|
189,707
|
|
|
175,735
|
|
||
Property and equipment, at cost
|
1,716,975
|
|
|
1,635,190
|
|
||
Accumulated depreciation
|
(485,292
|
)
|
|
(380,561
|
)
|
||
Property and equipment, net
|
$
|
1,231,683
|
|
|
$
|
1,254,629
|
|
6
.
|
Noncontrolling Interests, Partnerships and Joint Ventures
|
(Amounts in thousands)
|
|
||
Balance at December 31, 2011
|
$
|
440,427
|
|
Fresh start accounting fair market value adjustment for purchased units
|
(453
|
)
|
|
Purchases of redeemable units of SFOT and SFOG
|
(2,033
|
)
|
|
Net income attributable to noncontrolling interests
|
36,840
|
|
|
Distributions to noncontrolling interests
|
(36,840
|
)
|
|
Balance at December 31, 2012
|
437,941
|
|
|
Fresh start accounting fair market value adjustment for purchased units
|
(84
|
)
|
|
Purchases of redeemable units of SFOT
|
(288
|
)
|
|
Net income attributable to noncontrolling interests
|
37,452
|
|
|
Distributions to noncontrolling interests
|
(37,452
|
)
|
|
Balance at December 31, 2013
|
$
|
437,569
|
|
7
.
|
Derivative Financial Instruments
|
8
.
|
Long-Term Indebtedness
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2013
|
|
2012
|
||||
Term Loan B
|
576,366
|
|
|
582,187
|
|
||
2021 Notes
|
800,000
|
|
|
800,000
|
|
||
HWP Refinance Loan
|
30,673
|
|
|
31,128
|
|
||
Net discount
|
(6,436
|
)
|
|
(8,109
|
)
|
||
Long-term debt
|
1,400,603
|
|
|
1,405,206
|
|
||
Less current portion
|
(6,269
|
)
|
|
(6,240
|
)
|
||
Total long-term debt
|
$
|
1,394,334
|
|
|
$
|
1,398,966
|
|
9
.
|
Selling, General and Administrative Expenses
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Park
|
$
|
121,735
|
|
|
$
|
118,162
|
|
|
$
|
118,887
|
|
Corporate
|
67,483
|
|
|
107,713
|
|
|
96,172
|
|
|||
Total selling, general and administrative expenses
|
$
|
189,218
|
|
|
$
|
225,875
|
|
|
$
|
215,059
|
|
10
.
|
Fair Value of Financial Instruments
|
|
December 31,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
(Amounts in thousands)
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Financial assets (liabilities):
|
|
|
|
|
|
|
|
||||||||
Restricted-use investment securities
|
$
|
1,823
|
|
|
$
|
1,823
|
|
|
$
|
1,218
|
|
|
$
|
1,218
|
|
Derivative instruments
|
—
|
|
|
—
|
|
|
32
|
|
|
32
|
|
||||
Long-term debt (including current portion)
|
(1,400,603
|
)
|
|
(1,384,603
|
)
|
|
(1,405,206
|
)
|
|
(1,410,255
|
)
|
•
|
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 fair value of derivative assets is based on market prices that generally are observable for similar assets at commonly quoted intervals and are considered Level 2 fair value measurements. Derivative assets that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid and other current assets. Derivative assets that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets. See Note 7 for additional information on our derivative instruments and related policies.
|
•
|
The fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and are considered Level 2 fair value measurements.
|
11
.
|
Income Taxes
|
(Amounts in thousands)
|
Current
|
|
Deferred
|
|
Total
|
||||||
2013:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
—
|
|
|
$
|
39,077
|
|
|
$
|
39,077
|
|
Foreign
|
9,868
|
|
|
(1,123
|
)
|
|
8,745
|
|
|||
State and local
|
2,818
|
|
|
(3,039
|
)
|
|
(221
|
)
|
|||
Income tax expense
|
$
|
12,686
|
|
|
$
|
34,915
|
|
|
$
|
47,601
|
|
2012:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
—
|
|
|
$
|
(193,457
|
)
|
|
$
|
(193,457
|
)
|
Foreign
|
6,281
|
|
|
1,181
|
|
|
7,462
|
|
|||
State and local
|
3,732
|
|
|
(1,891
|
)
|
|
1,841
|
|
|||
Income tax expense (benefit)
|
$
|
10,013
|
|
|
$
|
(194,167
|
)
|
|
$
|
(184,154
|
)
|
2011:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
—
|
|
|
$
|
(13,063
|
)
|
|
$
|
(13,063
|
)
|
Foreign
|
6,716
|
|
|
(599
|
)
|
|
6,117
|
|
|||
State and local
|
(80
|
)
|
|
(1,039
|
)
|
|
(1,119
|
)
|
|||
Income tax expense (benefit)
|
$
|
6,636
|
|
|
$
|
(14,701
|
)
|
|
$
|
(8,065
|
)
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Computed "expected" federal income tax expense
|
$
|
71,374
|
|
|
$
|
74,064
|
|
|
$
|
1,358
|
|
Change in valuation allowance
|
13,144
|
|
|
(246,469
|
)
|
|
(9,283
|
)
|
|||
Effect of state and local income taxes, net of federal tax benefit
|
(144
|
)
|
|
1,196
|
|
|
685
|
|
|||
Effect of noncontrolling interest income distribution
|
(13,412
|
)
|
|
(12,986
|
)
|
|
(12,532
|
)
|
|||
Nondeductible compensation
|
2,265
|
|
|
805
|
|
|
11,654
|
|
|||
Effect of foreign income taxes
|
(1,495
|
)
|
|
958
|
|
|
308
|
|
|||
Effect of foreign earnings earned and remitted in the same year
|
195
|
|
|
1,446
|
|
|
—
|
|
|||
Effect of foreign tax credits
|
(17,387
|
)
|
|
—
|
|
|
—
|
|
|||
Reorganization items and fresh start accounting adjustments, net
|
—
|
|
|
759
|
|
|
859
|
|
|||
Other, net
|
(6,939
|
)
|
|
(3,927
|
)
|
|
(1,114
|
)
|
|||
Income tax expense (benefit)
|
$
|
47,601
|
|
|
$
|
(184,154
|
)
|
|
$
|
(8,065
|
)
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2013
|
|
2012
|
||||
Deferred tax assets
|
$
|
544,466
|
|
|
$
|
561,216
|
|
Less: Valuation allowance
|
190,288
|
|
|
177,353
|
|
||
Net deferred tax assets
|
354,178
|
|
|
383,863
|
|
||
Deferred tax liabilities
|
428,247
|
|
|
411,447
|
|
||
Net deferred tax liability
|
$
|
74,069
|
|
|
$
|
27,584
|
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal net operating loss carryforwards
|
$
|
241,712
|
|
|
$
|
288,675
|
|
State net operating loss carryforwards
|
196,814
|
|
|
180,777
|
|
||
Foreign tax credits
|
17,387
|
|
|
—
|
|
||
Alternative minimum tax credits
|
6,591
|
|
|
6,591
|
|
||
Accrued insurance, pension liability and other
|
81,962
|
|
|
85,173
|
|
||
Total deferred tax assets
|
$
|
544,466
|
|
|
$
|
561,216
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
299,633
|
|
|
$
|
287,992
|
|
Intangible assets and other
|
128,614
|
|
|
123,455
|
|
||
Total deferred tax liabilities
|
$
|
428,247
|
|
|
$
|
411,447
|
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Continuing operations
|
$
|
13,144
|
|
|
$
|
(246,469
|
)
|
|
$
|
(9,283
|
)
|
Discontinued operations
|
(209
|
)
|
|
(2,763
|
)
|
|
(457
|
)
|
|||
Changes in other comprehensive loss and equity
|
—
|
|
|
—
|
|
|
16,226
|
|
|||
Total change in valuation allowance
|
$
|
12,935
|
|
|
$
|
(249,232
|
)
|
|
$
|
6,486
|
|
12
.
|
Preferred Stock, Common Stock and Other Stockholders' Equity (Deficit)
|
|
Dividends
Paid
Per Share
|
||
2013:
|
|
||
Fourth Quarter
|
$
|
0.470
|
|
Third Quarter
|
$
|
0.450
|
|
Second Quarter
|
$
|
0.450
|
|
First Quarter
|
$
|
0.450
|
|
2012:
|
|
||
Fourth Quarter
|
$
|
0.450
|
|
Third Quarter
|
$
|
0.300
|
|
Second Quarter
|
$
|
0.300
|
|
First Quarter
|
$
|
0.300
|
|
2011:
|
|
||
Fourth Quarter
|
$
|
0.030
|
|
Third Quarter
|
$
|
0.030
|
|
Second Quarter
|
$
|
0.015
|
|
First Quarter
|
$
|
0.015
|
|
|
Currency Translation Adjustment
|
|
Cash Flow
Hedges
|
|
Defined Benefit Plans
|
|
Income
Taxes
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance as of December 31, 2010
|
$
|
2,539
|
|
|
$
|
—
|
|
|
$
|
(6,731
|
)
|
|
$
|
—
|
|
|
$
|
(4,192
|
)
|
Net current period change
|
(9,154
|
)
|
|
—
|
|
|
(36,566
|
)
|
|
—
|
|
|
(45,720
|
)
|
|||||
Balance as of December 31, 2011
|
$
|
(6,615
|
)
|
|
$
|
—
|
|
|
$
|
(43,297
|
)
|
|
$
|
—
|
|
|
$
|
(49,912
|
)
|
Net current period change
|
6,953
|
|
|
(865
|
)
|
|
(4,627
|
)
|
|
(269
|
)
|
|
1,192
|
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
37
|
|
|
(666
|
)
|
|
248
|
|
|
(381
|
)
|
|||||
Balance as of December 31, 2012
|
$
|
338
|
|
|
$
|
(828
|
)
|
|
$
|
(48,590
|
)
|
|
$
|
(21
|
)
|
|
$
|
(49,101
|
)
|
Net current period change
|
(2,048
|
)
|
|
(31
|
)
|
|
29,646
|
|
|
(11,039
|
)
|
|
16,528
|
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
558
|
|
|
(761
|
)
|
|
79
|
|
|
(124
|
)
|
|||||
Balance as of December 31, 2013
|
$
|
(1,710
|
)
|
|
$
|
(301
|
)
|
|
$
|
(19,705
|
)
|
|
$
|
(10,981
|
)
|
|
$
|
(32,697
|
)
|
|
|
Location of
|
|
Amount of Reclassification from AOCI
|
||||||
|
|
Reclassification
|
|
Year Ended December 31,
|
||||||
Component of AOCI
|
|
into Income
|
|
2013
|
|
2012
|
||||
|
|
|
|
(Amounts in thousands)
|
||||||
Amortization of loss on interest rate hedge
|
|
Interest expense
|
|
$
|
(558
|
)
|
|
$
|
(37
|
)
|
|
|
Income tax benefit
|
|
219
|
|
|
15
|
|
||
|
|
Net of tax
|
|
$
|
(339
|
)
|
|
$
|
(22
|
)
|
|
|
|
|
|
|
|
||||
Amortization of deferred actuarial loss and prior service cost
|
|
Operating expenses
|
|
$
|
761
|
|
|
$
|
666
|
|
|
|
Income tax benefit
|
|
(298
|
)
|
|
(263
|
)
|
||
|
|
Net of tax
|
|
$
|
463
|
|
|
$
|
403
|
|
|
|
|
|
|
|
|
||||
Total reclassifications
|
|
|
|
$
|
124
|
|
|
$
|
381
|
|
13
.
|
Pension Benefits
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|||
Beginning balance
|
$
|
235,502
|
|
|
$
|
218,806
|
|
|
$
|
183,048
|
|
Interest cost
|
8,836
|
|
|
9,226
|
|
|
9,741
|
|
|||
Actuarial (gain) loss
|
(25,368
|
)
|
|
14,616
|
|
|
32,385
|
|
|||
Benefits paid
|
(7,157
|
)
|
|
(7,146
|
)
|
|
(6,368
|
)
|
|||
Benefit obligation at end of period
|
$
|
211,813
|
|
|
$
|
235,502
|
|
|
$
|
218,806
|
|
|
|
|
|
|
|
||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|||
Beginning balance
|
$
|
164,048
|
|
|
$
|
146,630
|
|
|
$
|
143,818
|
|
Actual return on assets
|
15,068
|
|
|
19,648
|
|
|
6,480
|
|
|||
Employer contributions
|
6,000
|
|
|
6,075
|
|
|
3,750
|
|
|||
Administrative fees
|
(1,253
|
)
|
|
(1,159
|
)
|
|
(1,050
|
)
|
|||
Benefits paid
|
(7,157
|
)
|
|
(7,146
|
)
|
|
(6,368
|
)
|
|||
Fair value of plan assets at end of period
|
$
|
176,706
|
|
|
$
|
164,048
|
|
|
$
|
146,630
|
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2013
|
|
2012
|
||||
Fair value of plan assets
|
$
|
176,706
|
|
|
$
|
164,048
|
|
Benefit obligation
|
(211,813
|
)
|
|
(235,502
|
)
|
||
Funded status (deficit)
|
$
|
(35,107
|
)
|
|
$
|
(71,454
|
)
|
Other long-term liabilities
|
$
|
(35,107
|
)
|
|
$
|
(71,454
|
)
|
|
December 31,
|
||||
|
2013
|
|
2012
|
||
Discount rate
|
4.70
|
%
|
|
3.85
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|||
Service cost
|
$
|
1,200
|
|
|
$
|
1,150
|
|
|
$
|
1,050
|
|
Interest cost
|
8,836
|
|
|
9,226
|
|
|
9,741
|
|
|||
Expected return on plan assets
|
(12,258
|
)
|
|
(10,982
|
)
|
|
(10,662
|
)
|
|||
Amortization of net actuarial loss
|
761
|
|
|
666
|
|
|
—
|
|
|||
Total net periodic benefit cost
|
$
|
(1,461
|
)
|
|
$
|
60
|
|
|
$
|
129
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|||
Current year actuarial gain (loss)
|
$
|
28,885
|
|
|
$
|
(5,293
|
)
|
|
$
|
(36,566
|
)
|
Total other comprehensive loss
|
$
|
28,885
|
|
|
$
|
(5,293
|
)
|
|
$
|
(36,566
|
)
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Discount rate
|
3.85
|
%
|
|
4.30
|
%
|
|
5.40
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
Fair Value Measurements as of December 31, 2013
|
||||||||||||||
(Amounts in thousands)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
ASSET CATEGORY:
|
|
|
|
|
|
|
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
Large-Cap Disciplined Equity
(a)
|
$
|
35,446
|
|
|
$
|
35,446
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small/Mid-Cap Equity
(a)
|
5,668
|
|
|
5,668
|
|
|
—
|
|
|
—
|
|
||||
International Equity
(b)
|
25,753
|
|
|
25,753
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income:
|
|
|
|
|
|
|
|
||||||||
Long Duration Fixed Income
(c)
|
67,298
|
|
|
67,298
|
|
|
—
|
|
|
—
|
|
||||
High Yield
(d)
|
8,764
|
|
|
8,764
|
|
|
—
|
|
|
—
|
|
||||
Emerging Markets Debt
(e)
|
6,583
|
|
|
6,583
|
|
|
—
|
|
|
—
|
|
||||
Alternatives:
|
|
|
|
|
|
|
|
||||||||
Hedge Fund of Funds
(f)
|
9,519
|
|
|
—
|
|
|
—
|
|
|
9,519
|
|
||||
Cash
(g)
|
8,867
|
|
|
8,867
|
|
|
—
|
|
|
—
|
|
||||
Other Investments
(h)
|
8,808
|
|
|
8,808
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets
|
$
|
176,706
|
|
|
$
|
167,187
|
|
|
$
|
—
|
|
|
$
|
9,519
|
|
|
Fair Value Measurements as of December 31, 2012
|
||||||||||||||
(Amounts in thousands)
|
Total
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||
ASSET CATEGORY:
|
|
|
|
|
|
|
|
||||||||
Equity Securities:
|
|
|
|
|
|
|
|
||||||||
Large-Cap Disciplined Equity
(a)
|
$
|
37,942
|
|
|
$
|
37,942
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small/Mid-Cap Equity
(a)
|
9,212
|
|
|
9,212
|
|
|
—
|
|
|
—
|
|
||||
International Equity
(b)
|
21,618
|
|
|
21,618
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income:
|
|
|
|
|
|
|
|
||||||||
Long Duration Fixed Income
(c)
|
46,084
|
|
|
46,084
|
|
|
—
|
|
|
—
|
|
||||
Core Fixed Income
(c)
|
3,081
|
|
|
3,081
|
|
|
—
|
|
|
—
|
|
||||
High Yield
(d)
|
6,145
|
|
|
6,145
|
|
|
—
|
|
|
—
|
|
||||
Emerging Markets Debt
(e)
|
4,638
|
|
|
4,638
|
|
|
—
|
|
|
—
|
|
||||
Alternatives:
|
|
|
|
|
|
|
|
||||||||
Hedge Fund of Funds
(f)
|
22,618
|
|
|
—
|
|
|
—
|
|
|
22,618
|
|
||||
Cash
(g)
|
4,510
|
|
|
4,510
|
|
|
—
|
|
|
—
|
|
||||
Other Investments
(h)
|
8,200
|
|
|
8,200
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets
|
$
|
164,048
|
|
|
$
|
141,430
|
|
|
$
|
—
|
|
|
$
|
22,618
|
|
(a)
|
These categories are comprised of mutual funds actively traded on the registered exchanges or over the counter markets. The mutual funds are invested in equity securities of U.S. issuers.
|
(b)
|
This category consists of mutual funds invested primarily in equity securities (common stocks, securities that are convertible into common stocks, preferred stocks, warrants and rights to subscribe to common stocks) of non-U.S. issuers purchased in foreign markets. The mutual funds are actively traded on U.S. or foreign registered exchanges, or the over-the-counter markets.
|
(c)
|
The assets are comprised of mutual funds which are actively traded on the registered exchanges. The mutual funds are invested primarily in high quality government and corporate fixed income securities, as well as synthetic instruments or derivatives having economic characteristics similar to fixed income securities.
|
(d)
|
The high yield portion of the fixed income portfolio consists of mutual funds invested primarily in fixed income securities that are rated below investment grade. The mutual funds are actively traded on the registered exchanges.
|
(e)
|
The emerging debt portion of the portfolio consists of mutual funds primarily invested in the debt securities of government, government-related and corporate issuers in emerging market countries and of entities organized to restructure outstanding debt of such issuers. The mutual funds are actively traded on the registered exchanges.
|
(f)
|
Hedge Fund of Funds consists primarily of investments in underlying hedge funds. Management of the hedge funds has the ability to choose and combine hedge funds in order to target the fund's return objectives. Individual hedge funds hold their assets primarily in investment funds and engage in investment strategies that include temporary or dedicated directional market exposures.
|
(g)
|
Cash held at year end was to be used to purchase equity based securities in January 2014 and 2013.
|
(h)
|
This category is comprised of an investment in a common collective trust with the underlying assets invested in asset-backed securities, money market funds, corporate bonds and bank notes. The underlying assets are actively traded on the registered exchanges.
|
(Amounts in thousands)
|
Hedge Fund
of Funds
|
||
Balance as of December 31, 2011
|
$
|
21,596
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
1,022
|
|
|
Balance as of December 31, 2012
|
22,618
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
446
|
|
|
Relating to assets sold during the period
|
181
|
|
|
Purchases, sales and settlements, net
|
(13,726
|
)
|
|
Balance as of December 31, 2013
|
$
|
9,519
|
|
(Amounts in thousands)
|
|
||
Expected contributions to plan trusts
|
|
||
2014
|
$
|
6,000
|
|
Total expected contributions
|
$
|
6,000
|
|
|
|
||
Expected benefit payments:
|
|
||
2014
|
$
|
8,460
|
|
2015
|
8,975
|
|
|
2016
|
9,450
|
|
|
2017
|
9,894
|
|
|
2018
|
10,610
|
|
|
2019 - 2023
|
59,633
|
|
|
Total expected benefit payments
|
$
|
107,022
|
|
14
.
|
Earnings (Loss) Per Common Share
|
|
For the year ended December 31,
|
||||||
(Amounts in thousands, except per share amounts)
|
2013
|
|
2012
|
||||
Net income attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
118,552
|
|
|
$
|
365,935
|
|
|
|
|
|
||||
Weighted average common shares outstanding—basic
|
96,940
|
|
|
107,684
|
|
||
Effect of dilutive stock options and restricted stock units
|
3,431
|
|
|
3,252
|
|
||
Weighted average common shares outstanding—diluted
|
100,371
|
|
|
110,936
|
|
||
|
|
|
|
||||
Earnings per share—basic
|
$
|
1.22
|
|
|
$
|
3.40
|
|
Earnings per share—diluted
|
$
|
1.18
|
|
|
$
|
3.30
|
|
15
.
|
Commitments and Contingencies
|
16
.
|
Business Segments
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Theme park revenues
|
$
|
1,109,930
|
|
|
$
|
1,070,332
|
|
|
$
|
1,013,174
|
|
Theme park cash expenses
|
(625,880
|
)
|
|
(610,010
|
)
|
|
(594,047
|
)
|
|||
Aggregate park EBITDA
|
484,050
|
|
|
460,322
|
|
|
419,127
|
|
|||
Equity in income of investee—EBITDA
|
—
|
|
|
5,520
|
|
|
10,027
|
|
|||
Corporate expenses
|
(40,449
|
)
|
|
(44,838
|
)
|
|
(41,911
|
)
|
|||
Stock-based compensation
|
(27,034
|
)
|
|
(62,875
|
)
|
|
(54,261
|
)
|
|||
Other expense, net
|
(1,234
|
)
|
|
(612
|
)
|
|
(73
|
)
|
|||
Loss on disposal of assets
|
(8,579
|
)
|
|
(8,105
|
)
|
|
(7,615
|
)
|
|||
Gain on sale of investee
|
—
|
|
|
67,319
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
(789
|
)
|
|
(587
|
)
|
|
(46,520
|
)
|
|||
Restructure recovery (costs)
|
—
|
|
|
47
|
|
|
(25,086
|
)
|
|||
Reorganization items, net
|
180
|
|
|
(2,168
|
)
|
|
(2,455
|
)
|
|||
Equity in loss of investee—depreciation and other expense
|
—
|
|
|
(7,742
|
)
|
|
(13,138
|
)
|
|||
Depreciation and amortization
|
(128,075
|
)
|
|
(148,045
|
)
|
|
(168,999
|
)
|
|||
Interest expense
|
(75,044
|
)
|
|
(47,444
|
)
|
|
(66,214
|
)
|
|||
Interest income
|
899
|
|
|
820
|
|
|
997
|
|
|||
Income from continuing operations before reorganization items and income taxes
|
$
|
203,925
|
|
|
$
|
211,612
|
|
|
$
|
3,879
|
|
(Amounts in thousands)
|
Domestic
|
|
Foreign
|
|
Total
|
||||||
As of and for the year ended December 31, 2013
|
|
|
|
|
|
||||||
Long-lived assets
|
$
|
2,119,529
|
|
|
$
|
104,515
|
|
|
$
|
2,224,044
|
|
Revenues
|
989,509
|
|
|
120,421
|
|
|
1,109,930
|
|
|||
Income from continuing operations before income taxes
|
182,736
|
|
|
21,189
|
|
|
203,925
|
|
|||
As of and for the year ended December 31, 2012
|
|
|
|
|
|
||||||
Long-lived assets
|
$
|
2,151,771
|
|
|
$
|
109,671
|
|
|
$
|
2,261,442
|
|
Revenues
|
956,732
|
|
|
113,600
|
|
|
1,070,332
|
|
|||
Income from continuing operations before income taxes
|
193,028
|
|
|
18,584
|
|
|
211,612
|
|
|||
As of and for the year ended December 31, 2011
|
|
|
|
|
|
||||||
Long-lived assets
|
$
|
2,209,597
|
|
|
$
|
105,036
|
|
|
$
|
2,314,633
|
|
Revenues
|
904,453
|
|
|
108,721
|
|
|
1,013,174
|
|
|||
(Loss) income from continuing operations before income taxes
|
(14,478
|
)
|
|
18,357
|
|
|
3,879
|
|
17
.
|
Restructure (Recovery) Costs
|
18
.
|
Immaterial Correction of an Error
|
(Amounts in thousands)
|
As Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Deferred income taxes
|
$
|
65,070
|
|
|
$
|
7,487
|
|
|
$
|
72,557
|
|
Total noncurrent liabilities
|
1,540,434
|
|
|
7,487
|
|
|
1,547,921
|
|
|||
Total liabilities
|
1,722,297
|
|
|
7,487
|
|
|
1,729,784
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Retained earnings
|
$
|
15,849
|
|
|
$
|
11,926
|
|
|
$
|
27,775
|
|
Accumulated other comprehensive loss, net of tax
|
(29,688
|
)
|
|
(19,413
|
)
|
|
(49,101
|
)
|
|||
Total Six Flags Entertainment Corporation stockholders' equity
|
892,219
|
|
|
(7,487
|
)
|
|
884,732
|
|
|||
Total equity
|
896,153
|
|
|
(7,487
|
)
|
|
888,666
|
|
(Amounts in thousands, except per share data)
|
As Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Components of net income
|
|
|
|
|
|
||||||
Income tax expense (benefit)
|
$
|
(172,228
|
)
|
|
$
|
(11,926
|
)
|
|
$
|
(184,154
|
)
|
Income from continuing operations before discontinued operations
|
383,840
|
|
|
11,926
|
|
|
395,766
|
|
|||
Net income
|
391,113
|
|
|
11,926
|
|
|
403,039
|
|
|||
Net income attributable to Six Flags Entertainment Corporation
|
354,009
|
|
|
11,926
|
|
|
365,935
|
|
|||
|
|
|
|
|
|
||||||
Amounts attributable to Six Flags Entertainment Corporation
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
346,736
|
|
|
$
|
11,926
|
|
|
$
|
358,662
|
|
Income from discontinued operations
|
7,273
|
|
|
—
|
|
|
7,273
|
|
|||
Net income
|
$
|
354,009
|
|
|
$
|
11,926
|
|
|
$
|
365,935
|
|
|
|
|
|
|
|
||||||
Net income per average common share outstanding - basic
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
3.22
|
|
|
$
|
0.11
|
|
|
$
|
3.33
|
|
Income from discontinued operations attributable to Six Flags Entertainment Corporation common stockholders
|
0.07
|
|
|
—
|
|
|
0.07
|
|
|||
Net income attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
3.29
|
|
|
$
|
0.11
|
|
|
$
|
3.40
|
|
|
|
|
|
|
|
||||||
Net income per average common share outstanding - diluted
|
|
|
|
|
|
||||||
Income from continuing operations attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
3.12
|
|
|
$
|
0.11
|
|
|
$
|
3.23
|
|
Income from discontinued operations attributable to Six Flags Entertainment Corporation common stockholders
|
0.07
|
|
|
—
|
|
|
0.07
|
|
|||
Net income attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
3.19
|
|
|
$
|
0.11
|
|
|
$
|
3.30
|
|
(Amounts in thousands)
|
As Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Components of comprehensive income
|
|
|
|
|
|
||||||
Net income
|
$
|
391,113
|
|
|
$
|
11,926
|
|
|
$
|
403,039
|
|
Foreign current translation adjustment
|
6,835
|
|
|
(2,319
|
)
|
|
4,516
|
|
|||
Defined benefit retirement plan
|
13,890
|
|
|
(17,094
|
)
|
|
(3,204
|
)
|
|||
Change in cash flow hedging
|
(501
|
)
|
|
—
|
|
|
(501
|
)
|
|||
Other comprehensive income, net of tax
|
20,224
|
|
|
(19,413
|
)
|
|
811
|
|
|||
Comprehensive income
|
411,337
|
|
|
(7,487
|
)
|
|
403,850
|
|
|||
Comprehensive income attributable to Six Flags Entertainment Corporation
|
374,233
|
|
|
(7,487
|
)
|
|
366,746
|
|
(Amounts in thousands)
|
As Reported
|
|
Adjustments
|
|
As Revised
|
||||||
Cash flow from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
391,113
|
|
|
$
|
11,926
|
|
|
$
|
403,039
|
|
Deferred income tax benefit
|
(182,241
|
)
|
|
(11,926
|
)
|
|
(194,167
|
)
|
19
.
|
Quarterly Financial Information (Unaudited)
|
|
Year Ended December 31, 2013
|
||||||||||||||
(Amounts in thousands)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
$
|
87,521
|
|
|
$
|
363,701
|
|
|
$
|
504,520
|
|
|
$
|
154,188
|
|
Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders
|
(62,527
|
)
|
|
47,361
|
|
|
120,403
|
|
|
13,315
|
|
||||
Net (loss) income per weighted average common share outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.61
|
)
|
|
$
|
0.49
|
|
|
$
|
1.27
|
|
|
$
|
0.14
|
|
Diluted
|
(0.61
|
)
|
|
0.47
|
|
|
1.22
|
|
|
0.13
|
|
|
Year Ended December 31, 2012
|
||||||||||||||
(Amounts in thousands)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
$
|
66,358
|
|
|
$
|
374,912
|
|
|
$
|
485,143
|
|
|
$
|
143,919
|
|
Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders
|
(115,109
|
)
|
|
72,265
|
|
|
253,025
|
|
|
155,754
|
|
||||
Net (loss) income per weighted average common share outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(1.05
|
)
|
|
$
|
0.67
|
|
|
$
|
2.37
|
|
|
$
|
1.46
|
|
Diluted
|
(1.05
|
)
|
|
0.64
|
|
|
2.23
|
|
|
1.40
|
|
ITEM
9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM
9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
(1)
|
Excludes restricted stock units outstanding under the Company's Long-Term Incentive Plan and rights outstanding under the Company's Employee Stock Purchase Plan. We are unable to ascertain with specificity the number of securities to be issued upon exercise of outstanding rights under the Company's Employee Stock Purchase Plan.
|
(2)
|
The determination of the weighted-average exercise price excludes outstanding rights under the Company's Employee Stock Purchase Plan and restricted stock units under the Company's Long-Term Incentive Plan.
|
(3)
|
Consists of
1,883,000
shares reserved for issuance under the Company's Employee Stock Purchase Plan and
5,083,000
shares reserved for issuance under the Long-Term Incentive Plan. The Employee Stock Purchase Plan allows eligible employees to purchase shares at 90% of the lower of the fair market value on the first or last trading day of each six month offering period. Shares available for issuance under the Long-Term Incentive Plan can be granted pursuant to stock options, stock appreciation rights, restricted stock or units, performance units, performance shares and any other stock based award selected by the committee.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
SIX FLAGS ENTERTAINMENT CORPORATION
|
||
|
By:
|
|
/s/ JAMES REID-ANDERSON
|
|
|
|
James Reid-Anderson
Chairman, President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
/s/ JAMES REID-ANDERSON
|
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
|
February 19, 2014
|
James Reid-Anderson
|
|
|
|
|
|
/s/ JOHN M. DUFFEY
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 19, 2014
|
John M. Duffey
|
|
|
|
|
|
/s/ LEONARD A. RUSS
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
February 19, 2014
|
Leonard A. Russ
|
|
|
|
|
|
/s/ JOHN W. BAKER
|
Director
|
February 19, 2014
|
John W. Baker
|
|
|
|
|
|
/s/ KURT CELLAR
|
Director
|
February 19, 2014
|
Kurt Cellar
|
|
|
|
|
|
/s/ CHARLES A. KOPPELMAN
|
Director
|
February 19, 2014
|
Charles A. Koppelman
|
|
|
|
|
|
/s/ JON L. LUTHER
|
Director
|
February 19, 2014
|
Jon L. Luther
|
|
|
|
|
|
/s/ USMAN NABI
|
Director
|
February 19, 2014
|
Usman Nabi
|
|
|
|
|
|
/s/ STEPHEN D. OWENS
|
Director
|
February 19, 2014
|
Stephen D. Owens
|
|
|
|
|
|
/s/ RICHARD W. ROEDEL
|
Director
|
February 19, 2014
|
Richard W. Roedel
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
2.1
|
|
Modified Fourth Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as confirmed by the Bankruptcy Court on April 29, 2010—incorporated by reference to Exhibit 2.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on May 3, 2010.
|
3.1
|
|
Restated Certificate of Incorporation of Six Flags Entertainment Corporation, as amended—incorporated by reference to Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2011.
|
3.2
|
|
Amended and Restated Bylaws of Six Flags Entertainment Corporation—incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on May 14, 2010.
|
4.1
|
|
Registration Rights Agreement, dated as of April 30, 2010, between Six Flags Entertainment Corporation and certain holders of Common Stock—incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on May 3, 2010.
|
4.2
|
|
Indenture, dated as of December 21, 2012, among Six Flags Entertainment Corporation, the guarantors party thereto and U.S. Bank National Association, as trustee—incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on December 21, 2012.
|
4.3
|
|
Form of 5.25% Senior Note due 2021—incorporated by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on December 21, 2012.
|
10.1
|
†
|
Employment Agreement between Six Flags, Inc. and Mark Shapiro, dated April 1, 2009—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on April 13, 2009.
|
10.2
|
†
|
Employment Agreement between Six Flags, Inc. and Jeffrey Speed, dated April 1, 2009—incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on April 13, 2009.
|
10.3
|
†
|
Employment Agreement between Six Flags, Inc. and Louis Koskovolis, dated April 1, 2009—incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K (File No. 001-13703) , filed on April 13, 2009.
|
10.4
|
†
|
Employment Agreement between Six Flags, Inc. and Mark Quenzel, dated April 1, 2009—incorporated by reference to Exhibit 10.4 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on April 13, 2009.
|
10.5
|
†
|
Employment Agreement between Six Flags, Inc. and Andrew Schleimer, dated April 1, 2009—incorporated by reference to Exhibit 10.5 to Registrant's Current Report on Form 8-K (File No. 001-13703) , filed on April 13, 2009.
|
10.6
|
†
|
Employment Agreement between Six Flags, Inc. and Michael Antinoro, dated April 1, 2009—incorporated by reference to Exhibit 10.6 to Registrant's Current Report on Form 8-K (File No. 001-13703) , filed on April 13, 2009.
|
10.7
|
|
Promissory Note, dated May 15, 2009, by and among SFOG Acquisition A, Inc., SFOG Acquisition B, L.L.C., SFOT Acquisition I, Inc., and SFOT Acquisition II, Inc., as borrowers, and TW-SF LLC, as lender—incorporated by reference to Exhibit 10.1 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2009.
|
10.8
|
|
Guarantee Agreement, dated as of May 15, 2009, by and among Six Flags, Inc., Six Flags Operations Inc., Six Flags Theme Parks Inc. and TW-SF LLC—incorporated by reference to Exhibit 10.2 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2009.
|
10.9
|
|
Plan Support Agreement, dated June 13, 2009, among Six Flags, Inc., Six Flags Operations Inc., Six Flags Theme Parks Inc., Astroworld GP LLC, Astroworld LP, Astroworld LP LLC, Fiesta Texas Inc., Funtime, Inc., Funtime Parks, Inc., Great America LLC, Great Escape Holding Inc., Great Escape Rides L.P., Great Escape Theme Park L.P., Hurricane Harbor GP LLC, Hurricane Harbor LP, Hurricane Harbor LP LLC, KKI, LLC, Magic Mountain LLC, Park Management Corp., PP Data Services Inc., Premier International Holdings Inc., Premier Parks of Colorado Inc., Premier Parks Holdings Inc., Premier Waterworld Sacramento Inc., Riverside Park Enterprises Inc., SF HWP Management LLC, SFJ Management Inc., SFRCC Corp., Six Flags America LP, Six Flags America Property Corporation, Six Flags Great Adventure LLC, Six Flags Great Escape L.P., Six Flags Services Inc., Six Flags Services of Illinois, Inc., Six Flags St. Louis LLC, South Street Holdings LLC, Stuart Amusement Company, JPMorgan Chase Bank, N.A., Beach Point Capital Management LP, DK Acquisition Partners, L.P., Eaton Vance Management & Boston Management and Research, Sankaty Advisors, LLC, SPCP Group, LLC, Grand Central Asset Trust, SIL Series, Taconic Market Dislocation Master Fund II L.P., Taconic Market Dislocation Fund II L.P., Taconic Capital Partners 1.5 L.P. and Taconic Opportunity Fund L.P.—incorporated by reference to Exhibit 10.3 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2009.
|
Exhibit
Number
|
|
Exhibit Description
|
10.10
|
|
Amendment No. 3 to the Subordinated Indemnity Agreement, dated as of April 13, 2004, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Time Warner Inc., Time Warner Entertainment Company, L.P., TW-SPV Co., Six Flags, Inc. and GP Holdings Inc.—incorporated by reference to Exhibit 10.4 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2009.
|
10.11
|
|
Amendment No. 4 to the Subordinated Indemnity Agreement, dated as of December 8, 2006, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Time Warner Inc., Time Warner Entertainment Company, L.P., TW-SPV Co., Six Flags, Inc. and GP Holdings Inc.—incorporated by reference to Exhibit 10.5 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2009.
|
10.12
|
|
Amendment No. 5 to the Subordinated Indemnity Agreement, dated as of April 2, 2007, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Time Warner Inc., Warner Bros. Entertainment Inc., TW-SPV Co., Six Flags, Inc. and GP Holdings Inc.—incorporated by reference to Exhibit 10.6 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2009.
|
10.13
|
|
Amendment No. 6 to the Subordinated Indemnity Agreement, dated as of May 15, 2009, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Historic TW Inc., Time Warner Entertainment Company, L.P., TW-SPV Co., Six Flags, Inc. and GP Holdings Inc.—incorporated by reference to Exhibit 10.7 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2009.
|
10.14
|
†
|
Six Flags Entertainment Corporation Long-Term Incentive Plan—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on May 3, 2010.
|
10.15
|
†
|
Amended and Restated Employment Agreement, dated as of April 1, 2010, among Six Flags, Inc., Six Flags Operations Inc., Six Flags Theme Parks Inc. and Mark Shapiro—incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on May 3, 2010.
|
10.16
|
†
|
Amendment No. 1 to Employment Agreement, dated as of April 1, 2010, among Six Flags, Inc., Six Flags Operations Inc., Six Flags Theme Parks Inc. and Jeff Speed—incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on May 3, 2010.
|
10.17
|
†
|
Amendment No. 1 to Employment Agreement, dated as of April 1, 2010, among Six Flags, Inc., Six Flags Operations Inc., Six Flags Theme Parks Inc. and Louis Koskovolis—incorporated by reference to Exhibit 10.4 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on May 3, 2010.
|
10.18
|
†
|
Amendment No. 1 to Employment Agreement, dated as of April 1, 2010, among Six Flags, Inc., Six Flags Operations Inc., Six Flags Theme Parks Inc. and Andrew Schleimer—incorporated by reference to Exhibit 10.6 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on May 3, 2010.
|
10.19
|
†
|
Amendment No. 1 to Employment Agreement, dated as of April 1, 2010, among Six Flags, Inc., Six Flags Operations Inc., Six Flags Theme Parks Inc. and Andrew Schleimer—incorporated by reference to Exhibit 10.6 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on May 3, 2010.
|
10.20
|
†
|
Employment Agreement, dated as of May 11, 2010, by and between Alexander Weber, Jr. and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on May 14, 2010.
|
10.21
|
|
First Lien Credit Agreement, dated as of April 30, 2010, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., as Borrower, the Several Lenders from Time to Time Parties Hereto, Bank of America, N.A. and Barclays Capital, as Co-Syndication Agents, Deutsche Bank Securities Inc. and Goldman Sachs Lending Partners LLC, as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent—incorporated by reference to Exhibit 10.1 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2010.
|
10.22
|
|
First Lien Guarantee and Collateral Agreement, dated as of April 30, 2010, among Six Flags Entertainment Corporation, Six Flags Operations Inc. and each of the current and future direct and indirect domestic subsidiaries of Six Flags Theme Parks Inc., and JPMorgan Chase Bank, N.A., as Administrative Agent—incorporated by reference from Exhibit 10.2 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2010.
|
10.23
|
|
Second Lien Credit Agreement, dated as of April 30, 2010, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., as Borrower, the Several Lenders from Time to Time Parties Hereto, Goldman Sachs Lending Partners LLC, as Syndication Agent, Goldman Sachs Lending Partners LLC, as Documentation Agent, and Goldman Sachs Lending Partners LLC, as Administrative Agent—incorporated by reference to Exhibit 10.3 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2010.
|
10.24
|
|
Second Lien Guarantee and Collateral Agreement, dated as of April 30, 2010, among Six Flags Entertainment Corporation, Six Flags Operations Inc. and each of the current and future direct and indirect domestic subsidiaries of Six Flags Theme Parks Inc., and Goldman Sachs Lending Partners LLC, as Administrative Agent—incorporated by reference to Exhibit 10.4 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2010.
|
Exhibit
Number
|
|
Exhibit Description
|
10.25
|
|
Multiple Draw Term Credit Agreement, dated as of April 30, 2010, among SFOG Acquisition A, Inc., SFOG Acquisition B, L.L.C., SFOT Acquisition I, Inc. and SFOT Acquisition II, Inc., and TW-SF LLC—incorporated by reference to Exhibit 10.5 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2010.
|
10.26
|
|
Guarantee Agreement, dated as of April 30, 2010, made by Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc. and each of the other signatories hereto, in favor of TW-SF LLC—incorporated by reference to Exhibit 10.6 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2010.
|
10.27
|
|
Amendment No. 7 to the Subordinated Indemnity Agreement, dated as of April 30, 2010, among Six Flags Operations Inc., Six Flags Theme Parks Inc., SFOG II, Inc., SFT Holdings, Inc., Historic TW Inc., Warner Bros. Entertainment Inc., TW-SPV Co., Six Flags Entertainment Corporation, the other subsidiaries of Six Flags Entertainment Corporation and GP Holdings Inc.—incorporated by reference from Exhibit 10.7 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2010.
|
10.28
|
†
|
Form of Indemnity Agreement—incorporated by reference to Exhibit 10.8 to Registrant's Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2010.
|
10.29
|
†
|
Form of Restricted Stock Unit Agreement Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on August 11, 2010.
|
10.30
|
†
|
Form of Non-Qualified Stock Option Agreement and Dividend Equivalent Rights Award pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan—incorporated by reference to Exhibit 10.30 to Registrant's Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2012.
|
10.31
|
†
|
Employment Agreement, dated August 12, 2010, by and between James Reid-Anderson and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on August 18, 2010.
|
10.32
|
†
|
Restricted Shares Agreement Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan, between James Reid-Anderson and Six Flags Entertainment Corporation, dated August 12, 2010—incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on August 18, 2010.
|
10.33
|
†
|
Nonqualified Stock Option Agreement Pursuant to the Six Flags Entertainment Corporation Long-Term Plan, between James Reid-Anderson and Six Flags Entertainment Corporation, dated August 12, 2010—incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on August 18, 2010.
|
10.34
|
†
|
Amendment No. 1 to Employment Agreement, by and between Al Weber, Jr. and Six Flags Entertainment Corporation, dated May 11, 2010, dated September 7, 2010—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on September 13, 2010.
|
10.35
|
†
|
Employment Agreement, dated September 7, 2010, by and between John M. Duffey and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on September 13, 2010.
|
10.36
|
†
|
Employment Agreement, dated September 7, 2010, by and between Lance C. Balk and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on September 13, 2010.
|
10.37
|
†
|
Six Flags Entertainment Corporation Employee Stock Purchase Plan—incorporated by reference to Exhibit 99.1 to Registrant's Registration Statement on Form S-8 (Reg. No. 333-170584) filed on November 12, 2010.
|
10.38
|
|
First Amendment to First Lien Credit Agreement, dated as of December 3, 2010, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., as borrower, the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC, as sole lead arranger and sole bookrunner—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on December 6, 2010.
|
10.39
|
|
First Amendment, dated December 3, 2010, to (i) the Guarantee Agreement, dated as of April 30, 2010, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., each of the other signatories thereto, and TW-SF LLC, and (ii) the Multiple Draw Term Credit Agreement, dated as of April 30, 2010, among SFOG Acquisition A, Inc., SFOG Acquisition B, L.L.C., SFOT Acquisition I, Inc., and SFOT Acquisition II, Inc., and TW-SF LLC—incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on December 6, 2010.
|
Exhibit
Number
|
|
Exhibit Description
|
|
10.40
|
|
†
|
Employment Agreement, dated November 29, 2010, by and between Walter S. Hawrylak and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703), filed on December 7, 2010.
|
10.41
|
|
†
|
Employment Agreement, dated November 29, 2010, by and between Brett Petit and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on December 7, 2010.
|
10.42
|
|
†
|
Amendment No. 1 to Employment Agreement, dated March 7, 2011, by and between James Reid-Anderson and Six Flags Entertainment Corporation—incorporated by reference to Exhibit (10)(jjjj) to Registrant's Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2010.
|
10.43
|
|
†
|
Form of Amendment by and between Six Flags Entertainment Corporation and Certain Executives—James Reid-Anderson, Al Weber, Jr., John M. Duffey and Lance C. Balk—incorporated by reference to Exhibit (10) (kkkk) to Registrant's Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2010.
|
10.44
|
|
†
|
Form of Project 350 Performance Award Under Six Flags Entertainment Corporation Long-Term Incentive Plan—incorporated by reference to Exhibit (10)(llll) to Registrant's Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2010.
|
10.45
|
|
†
|
Amendment No. 1 to the Six Flags Entertainment Corporation Long-Term Incentive Plan—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on May 5, 2011.
|
10.46
|
|
†
|
Project 500 Program Overview—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on September 1, 2011.
|
10.47
|
|
†
|
Project 500 Program Form of Award Agreement and appendix listing Project 500 Awards to Executive Officers—incorporated by reference to Exhibits 10.2 and 99.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on September 1, 2011.
|
10.48
|
|
†
|
Director Deferral Election—incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on September 1, 2011.
|
10.49
|
|
|
$1,135,000,000 Credit Agreement, dated as of December 20, 2011, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the several lenders from time to time parties thereto, Wells Fargo Bank, N. A., as Administrative Agent, an Issuing Lender and a Swing Line Lender, Wells Fargo Securities, LLC, as Lead Arranger, Bank of America, N.A., JPMorgan Chase Bank, N.A. and Barclays Bank plc, as Co-Documentation Agents, Goldman Sachs Bank USA and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Wells Fargo Securities, LLC, Goldman Sachs Bank USA, Deutsche Bank Securities Inc., Bank of America, N.A., JPMorgan Chase Bank, N.A. and Barclays Capital, as Joint Bookrunners—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on December 20, 2011.
|
10.50
|
|
|
Guarantee and Collateral Agreement, dated as of December 20, 2011, by Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc. and each of the other signatories thereto, as Grantors, in favor of Wells Fargo Bank, N. A., as Administrative Agent, for the banks and other financial institutions or entities from time to time parties to the $1,135,000,000 Credit Agreement dated as of December 20, 2011—incorporated by reference to Exhibit 10.51 to Registrant's Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2011.
|
10.51
|
|
†
|
Form of Executive Officer Restricted Stock Unit Agreement pursuant to the Project 350 Performance Award granted under the Six Flags Entertainment Corporation Long-Term Incentive Plan—incorporated by reference to Exhibit 10.53 to Registrant's Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2011.
|
10.52
|
|
†
|
James Reid-Anderson Restricted Stock Unit Agreement pursuant to the Project 350 Performance Award granted under the Six Flags Entertainment Corporation Long-Term Incentive Plan—incorporated by reference to Exhibit 10.54 to Registrant's Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2011.
|
10.53
|
|
†
|
Form of Dividend Equivalent Rights Award for Project 500—incorporated by reference to Exhibit 10.55 to Registrant's Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2011.
|
10.54
|
|
†
|
Form of Amendment to Employment Agreement by and between Six Flags Entertainment Corporation and Certain Executives—Walter S. Hawrylak and Brett Petit—incorporated by reference to Exhibit 10.5 to Registrant's Quarterly Report on Form 10-Q (File No. 001-13703) for the quarter ended March 31, 2012.
|
10.55
|
|
†
|
Project 500 Program Amended and Restated Overview—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on May 11, 2012.
|
Exhibit
Number
|
|
Exhibit Description
|
10.56
|
†
|
Project 500 Program Amended and Restated Award Agreement—incorporated by reference to Exhibit 10.2 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on May 11, 2012.
|
10.57
|
†
|
Supplemental 401(k) Plan—incorporated by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q (File No. 001-13703) for the quarter ended June 30, 2012.
|
10.58
|
|
Form of First Amendment to Credit Agreement by and among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the Subsidiary Guarantors listed on the signature pages thereto, Wells Fargo Bank, National Association, as administrative agent, and several lenders (without exhibits)—incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on December 5, 2012.
|
10.59
|
†
|
Amendment No. 1 to Employment Agreement, dated August 16, 2013, by and between John M. Duffey and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q (File No. 001-13703) for the quarter ended September 30, 2013
|
10.60
|
*
|
Second Amendment to Credit Agreement, dated as of December 23, 2013, by and among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the Subsidiary Guarantors listed on the signature pages thereto, Wells Fargo Bank, National Association, as administrative agent, and several lenders (without exhibits)
|
10.61
|
*†
|
Form of Director Deferred Share Unit Agreement pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan
|
12.1
|
*
|
Computation of Ratio of Earnings to Fixed Charges.
|
21.1
|
*
|
Subsidiaries of the Registrant.
|
23.1
|
*
|
Consent of Independent Registered Public Accounting Firm.
|
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
|
†
|
Management contract or compensatory plan
|
SIX FLAGS ENTERTAINMENT CORPORATION
,
as Parent
By:
/s/ John M. Duffey
Name: John M. Duffey
Title: Chief Financial Officer
|
|
SIX FLAGS OPERATIONS INC.
,
as Holdings
By:
/s/ John M. Duffey
Name: John M. Duffey
Title: Chief Financial Officer
|
|
SIX FLAGS THEME PARKS INC.
,
as Borrower
By:
/s/ John M. Duffey
Name: John M. Duffey
Title: Chief Financial Officer
|
FIESTA TEXAS, INC.
FUNTIME, INC.
FUNTIME PARKS, INC.
GREAT AMERICA LLC
GREAT ESCAPE HOLDING INC.
HURRICANE HARBOR GP LLC
HURRICANE HARBOR LP LLC
MAGIC MOUNTAIN LLC
PARK MANAGEMENT CORP.
PREMIER INTERNATIONAL HOLDINGS INC.
PREMIER PARKS HOLDINGS INC.
PREMIER PARKS OF COLORADO INC.
RIVERSIDE PARK ENTERPRISES, INC.
SF HWP MANAGEMENT LLC
SIX FLAGS AMERICA PROPERTY CORPORATION
SIX FLAGS GREAT ADVENTURE LLC
SIX FLAGS SERVICES, INC.
SIX FLAGS SERVICES OF ILLINOIS, INC.
SIX FLAGS ST. LOUIS LLC
SOUTH STREET HOLDINGS LLC
STUART AMUSEMENT COMPANY
By:
/s/ John M. Duffey
Name: John M. Duffey
Title: Chief Financial Officer
|
HURRICANE HARBOR LP
By: Hurricane Harbor GP LLC,
its General Partner
By:
/s/ John M. Duffey
Name: John M. Duffey
Title: Chief Financial Officer
|
|
SIX FLAGS AMERICA LP
By: Funtime, Inc.,
its General Partner
By:
/s/ John M. Duffey
Name: John M. Duffey
Title: Chief Financial Officer
|
|
SIX FLAGS GREAT ESCAPE L.P.
GREAT ESCAPE THEME PARK L.P. GREAT ESCAPE RIDES L.P. By: Great Escape Holding Inc.,
their General Partner
By:
/s/ John M. Duffey
Name: John M. Duffey
Title: Chief Financial Officer |
WELLS FARGO BANK, NATIONAL ASSOCIATION
, as Administrative Agent, an Issuing Bank, the Swing Line Lender and a Lender
|
By:
/s/ Peter R. Martinets
Name: Peter R. Martinets
Title: Authorized Signatory
|
Vesting Date
|
|
Number of DSUs
|
Grant Date
|
|
50%
|
July 2 following the Grant Date
|
|
25%
|
October 1 following the Grant Date
|
|
25%
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
Year Ended December 31,
|
|
Eight Months
Ended
December 31,
|
|
|
Four Months
Ended
April 30,
|
|
Year Ended December 31,
|
||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
|
2010
|
|
2009
|
||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
$
|
156,324
|
|
|
$
|
395,766
|
|
|
$
|
11,944
|
|
|
$
|
85,406
|
|
|
|
$
|
539,190
|
|
|
$
|
(160,088
|
)
|
Income tax expense (benefit)
|
47,601
|
|
|
(184,154
|
)
|
|
(8,065
|
)
|
|
11,177
|
|
|
|
112,648
|
|
|
2,902
|
|
||||||
Interest Expense
|
75,044
|
|
|
47,444
|
|
|
66,214
|
|
|
54,455
|
|
|
|
74,375
|
|
|
106,313
|
|
||||||
Loss on debt extinguishment, net
|
789
|
|
|
587
|
|
|
46,520
|
|
|
18,493
|
|
|
|
—
|
|
|
—
|
|
||||||
Estimated interest component of rental expense
|
3,298
|
|
|
3,126
|
|
|
3,178
|
|
|
1,959
|
|
|
|
923
|
|
|
3,082
|
|
||||||
Adjusted earnings
|
$
|
283,056
|
|
|
$
|
262,769
|
|
|
$
|
119,791
|
|
|
$
|
171,490
|
|
|
|
$
|
727,136
|
|
|
$
|
(47,791
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense
|
$
|
75,044
|
|
|
$
|
47,444
|
|
|
$
|
66,214
|
|
|
$
|
54,455
|
|
|
|
$
|
74,375
|
|
|
$
|
106,313
|
|
Estimated interest component of rental expense
|
3,298
|
|
|
3,126
|
|
|
3,178
|
|
|
1,959
|
|
|
|
923
|
|
|
3,082
|
|
||||||
Total fixed charges
|
$
|
78,342
|
|
|
$
|
50,570
|
|
|
$
|
69,392
|
|
|
$
|
56,414
|
|
|
|
$
|
75,298
|
|
|
$
|
109,395
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charge
|
3.6
|
x
|
|
5.2
|
x
|
|
1.7
|
x
|
|
3.0
|
x
|
|
|
9.7
|
x
|
|
N/A
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Excess (deficiency)
|
$
|
204,714
|
|
|
$
|
212,199
|
|
|
$
|
50,399
|
|
|
$
|
115,076
|
|
|
|
$
|
651,838
|
|
|
$
|
(157,186
|
)
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
9103-2359 Quebec Inc.
|
|
Canada
|
Assenzio S.r.l.
|
|
Italy
|
Fiesta Texas Hospitality LLC
|
|
Texas
|
Fiesta Texas, Inc.
|
|
Texas
|
Flags Beverages, Inc.
|
|
Texas
|
Funtime Inc.
|
|
Ohio
|
Funtime Parks, Inc.
|
|
Delaware
|
GP Holdings Inc.
|
|
Delaware
|
Great America LLC
|
|
Illinois
|
Great Escape Holding Inc.
|
|
New York
|
Great Escape Rides L.P.
|
|
New York
|
Great Escape Theme Park L.P.
|
|
New York
|
Hurricane Harbor GP LLC
|
|
Delaware
|
Hurricane Harbor LP
|
|
Delaware
|
Hurricane Harbor LP LLC
|
|
Delaware
|
HWP Development LLC
|
|
New York
|
HWP Development Holdings LLC
|
|
New York
|
HWP Management, Inc.
|
|
New York
|
KKI, LLC
|
|
Delaware
|
Magic Mountain LLC
|
|
California
|
Parc Six Flags Montreal Inc.
|
|
Canada
|
Parc Six Flags Montreal, S.E.C.
|
|
Canada
|
Park Management Corp.
|
|
California
|
PP Data Services Inc.
|
|
Texas
|
Premier International Holdings Inc.
|
|
Delaware
|
Premier Parks of Colorado Inc.
|
|
Colorado
|
Premier Parks Holdings Inc.
|
|
Delaware
|
Premier Waterworld Sacramento Inc.
|
|
California
|
Reino Aventura, S.A. de C.V.
|
|
Mexico
|
Riverside Park Enterprises, Inc.
|
|
Massachusetts
|
SF HWP Management LLC
|
|
New York
|
SFG Holdings, Inc.
|
|
Delaware
|
SFJ Management Inc.
|
|
Delaware
|
SFOG II, Inc.
|
|
Delaware
|
SFOG II Employee, Inc.
|
|
Delaware
|
SFOG Acquisition A Holdings, Inc.
|
|
Delaware
|
SFOG Acquisition A, Inc.
|
|
Delaware
|
SFOG Acquisition B Holdings, Inc.
|
|
Delaware
|
SFOG Acquisition B, L.L.C.
|
|
Delaware
|
SFOG Acquisition Company LLC
|
|
Delaware
|
SFOT II Holdings, LLC
|
|
Delaware
|
SFOT Acquisition I, Inc.
|
|
Delaware
|
SFOT Acquisition I Holdings, Inc.
|
|
Delaware
|
SFOT Acquisition II, Inc.
|
|
Delaware
|
SFOT Acquisition II Holdings, Inc.
|
|
Delaware
|
SFOT Employee, Inc.
|
|
Delaware
|
SFRCC Corp.
|
|
Delaware
|
SFT Holdings, Inc.
|
|
Delaware
|
Six Flags America LP
|
|
Maryland
|
Six Flags America Property Corporation
|
|
Maryland
|
Six Flags Great Adventure LLC
|
|
New Jersey
|
Six Flags Great Escape L.P.
|
|
New York
|
Six Flags Operations Inc.
|
|
Delaware
|
Six Flags Over Georgia, Inc.
|
|
Delaware
|
Six Flags Over Georgia II, L.P.
|
|
Delaware
|
Six Flags Over Texas, Inc.
|
|
Delaware
|
Six Flags Services, Inc.
|
|
Delaware
|
Six Flags Services of Illinois, Inc.
|
|
Delaware
|
Six Flags St. Louis LLC
|
|
Missouri
|
Six Flags Theme Parks Inc.
|
|
Delaware
|
South Street Holdings LLC
|
|
Delaware
|
Station Development Associates LP
|
|
Delaware
|
Station Development, Inc.
|
|
New York
|
Stuart Amusement Company
|
|
Massachusetts
|
Texas Flags, Ltd.
|
|
Delaware
|
Ventas y Servicios al Consumidor S.A. de C.V.
|
|
Mexico
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ JAMES REID-ANDERSON
|
|
James Reid-Anderson
President and Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ JOHN M. DUFFEY
|
|
John M. Duffey
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ JAMES REID-ANDERSON
|
|
|
James Reid-Anderson
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ JOHN M. DUFFEY
|
|
John M. Duffey
Executive Vice President and Chief Financial Officer
|