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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, 2017 or
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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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Emerging growth company
o
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Page No.
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•
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factors impacting attendance, such as local conditions, natural disasters, contagious diseases, events, disturbances and terrorist activities;
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•
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recall of food, toys and other retail products sold at our parks;
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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 or other parks in the industry;
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•
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inability to achieve desired improvements and our aspirational financial performance 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 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 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 waterpark and approximately 300 acres of potentially developable land
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Washington, D.C. (6)
Baltimore (26)
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8.4 million—50 miles
14.1 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 /
Waterworld California
Vallejo, CA
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159 acres— separately gated theme park with marine and land animal exhibits, and waterpark on 135 acres and 24 acres, respectively
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San Francisco / Oakland (8)
Sacramento (20)
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6.5 million—50 miles
12.2 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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220 acres—combination theme and waterpark
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Houston (7)
San Antonio (31)
Austin (39)
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2.6 million—50 miles
4.8 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 &
Safari /
Six Flags Hurricane Harbor
Jackson, NJ
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2,200 acres—separately gated theme park/safari and waterpark and approximately 456 acres of potentially developable land
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New York City (1)
Philadelphia (4)
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13.8 million—50 miles
29.7 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
Great Wolf Lodge /
Scotrun, PA / 125 miles
Aquatopia /
Tannersville, PA / 125 miles
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Six Flags Great America
Gurnee, IL
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304 acres—combination theme and waterpark and approximately 30 acres of potentially developable land
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Chicago (3)
Milwaukee (36)
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8.8 million—50 miles
13.9 million—100 miles
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Kings Island /
Cincinnati, OH / 350 miles Cedar Point / Sandusky, OH / 340 miles Several waterparks / Wisconsin Dells Area / 170 miles |
Six Flags St. Louis
Eureka, MO
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320 acres—combination theme and waterpark and approximately 17 acres of potentially developable land
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St. Louis (21)
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2.8 million—50 miles
4.0 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 waterpark on 250 acres and 12 acres, respectively
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Los Angeles (2)
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10.5 million—50 miles
19.0 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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24.5 million—50 miles
33.0 million—100 miles
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Mexico City Zoo /
Mexico City, Mexico / 14 miles
La Feria /
Mexico City, Mexico / 11 miles
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Six Flags Hurricane Harbor
Oaxtepec, Mexico
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67 acres—waterpark
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N/A
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21.4 million—50 miles
30.7 million—100 miles
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El Rollo /
Tlaquiltenango, Mexico / 23 miles
Parque Acuatico Ojo de Agua /
Temixco, Mexico / 18 miles
Ixtapan Aquatic Park /
Ixtapan de la Sal, Mexico / 46 miles
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Six Flags New England
Agawam, MA
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262 acres—combination theme and waterpark
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Boston (10)
Hartford / New Haven (32)
Providence (52)
Springfield (116)
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3.4 million—50 miles
16.6 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 White Water Atlanta
Marietta, GA
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352 acres—separately gated theme and waterpark on 283 acres and waterpark on 69 acres, respectively
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Atlanta (9)
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5.8 million—50 miles
9.0 million—100 miles
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Georgia Aquarium /
Atlanta, GA / 20 miles
Carowinds /
Charlotte, NC / 250 miles
Alabama Splash Adventures /
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 waterpark on 217 and 47 acres, respectively
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Dallas/Fort Worth (5)
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7.1 million—50 miles
8.4 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 Waterparks /
Multiple Locations / 15 - 35 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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4.7 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 waterpark, plus 200 room hotel and 38,000 square foot indoor waterpark
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Albany (60)
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1.1 million—50 miles
3.1 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 23, 2017
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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58
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Chairman, President and Chief Executive Officer
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Lance C. Balk*
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60
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General Counsel
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Marshall Barber*
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54
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Chief Financial Officer
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Kathy Aslin*
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42
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Senior Vice President, Human Resources
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David Austin
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56
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Senior Vice President and Chief Information Officer
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Danielle J. Bernthal
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40
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Senior Vice President, Assistant General Counsel and Corporate Secretary
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Mario Centola*
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47
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Vice President and Chief Accounting Officer
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Tom Iven
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59
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Senior Vice President, U.S. Park Operations
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David McKillips
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46
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Senior Vice President, International Park Operations
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Brett Petit*
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54
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Senior Vice President, Marketing and Sales
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Stephen R. Purtell
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51
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Senior Vice President, Investor Relations and Treasurer
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Leonard A. Russ
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44
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Senior Vice President, Strategic Planning and Analysis
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Bonnie Sherman Weber
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53
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Senior Vice President, In-Park Services
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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
$71.1 million
in
2018
(based on our ownership of units as of December 31,
2017
, our share of the distribution will be approximately
$31.1 million
), with similar amounts (adjusted for changes in cost of living) payable in future years.
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•
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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 a current redemption value for the limited partnership units of approximately
$494.4 million
as of December 31,
2017
. 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 Amended and Restated 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 Amended and Restated Credit Facility is insufficient.
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•
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We would have to use a significant portion 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 a more 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)
|
•
|
Six Flags Discovery Kingdom, Vallejo, California—135 acres (owned)
|
•
|
Six Flags Fiesta Texas, San Antonio, Texas—220 acres (owned)
|
•
|
Six Flags Great Adventure & Safari and Hurricane Harbor, Jackson, New Jersey—2,200 acres (owned)
|
•
|
Six Flags Great America, Gurnee, Illinois—304 acres (owned)
|
•
|
Six Flags Hurricane Harbor, Arlington, Texas—47 acres (owned)
|
•
|
Six Flags Hurricane Harbor, Valencia, California—12 acres (owned)
|
•
|
Six Flags Hurricane Harbor, Oaxtepec, Mexico—67 acres (leasehold interest)
(1)
|
•
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Six Flags Magic Mountain, Valencia, California—250 acres (owned)
|
•
|
Six Flags Mexico, Mexico City, Mexico—110 acres (occupied pursuant to a permit agreement)
(2)
|
•
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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)
(3)
|
•
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Six Flags Over Texas, Arlington, Texas—217 acres (leasehold interest)
(3)
|
•
|
Six Flags St. Louis, Eureka, Missouri—323 acres (owned)
|
•
|
Six Flags White Water Atlanta, Marietta, Georgia—69 acres (owned)
(4)
|
•
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La Ronde, Montreal, Canada—146 acres (leasehold interest)
(5)
|
•
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The Great Escape, Queensbury, New York—345 acres (owned)
|
•
|
Waterworld Concord, Concord, California—24 acres (leasehold)
(6)
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(1)
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The site is leased from the Mexican Social Security Institute. The lease expires in 2036. The waterpark opened to the public in 2017.
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(2)
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The permit agreement is with the Federal District of Mexico City. The agreement expires in 2024.
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(3)
|
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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(4)
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Owned by the Georgia partnership.
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(5)
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The site is leased from the City of Montreal. The lease expires in 2065.
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(6)
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The site is leased from EPR Parks, LLC pursuant to a sublease that expires in 2035 or the earlier expiration of the ground lease. We began operating the waterpark in 2017.
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ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
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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
|
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Sales Price
Per Share
|
|
Dividends Declared
Per Share
|
||||||||
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High
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Low
|
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|||||||
2018
|
|
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||||||
First Quarter (through February 15, 2018)
|
$
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69.99
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$
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62.26
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$
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0.78
|
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2017
|
|
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||||||
Fourth Quarter
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$
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67.94
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$
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58.76
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$
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0.70
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Third Quarter
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$
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61.66
|
|
|
$
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51.25
|
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$
|
0.64
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Second Quarter
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$
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65.19
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$
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57.01
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|
|
$
|
0.64
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First Quarter
|
$
|
62.63
|
|
|
$
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57.05
|
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$
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0.64
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2016
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|
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||||||
Fourth Quarter
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$
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60.69
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$
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50.33
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$
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0.64
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Third Quarter
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$
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60.28
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$
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47.61
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$
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0.58
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Second Quarter
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$
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62.69
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$
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55.18
|
|
|
$
|
0.58
|
|
First Quarter
|
$
|
56.33
|
|
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$
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45.24
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$
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0.58
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|
*
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$100 invested on 12/31/12 in stock or index, including reinvestment of dividends.
|
|
12/31/2012
|
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12/31/2013
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12/31/2014
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12/31/2015
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12/31/2016
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12/31/2017
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||||||||||||
Six Flags Entertainment Corporation
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$
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100.00
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|
|
$
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126.64
|
|
|
$
|
155.89
|
|
|
$
|
207.63
|
|
|
$
|
237.03
|
|
|
$
|
275.00
|
|
S&P 500
|
$
|
100.00
|
|
|
$
|
132.39
|
|
|
$
|
150.51
|
|
|
$
|
152.59
|
|
|
$
|
170.84
|
|
|
$
|
208.14
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|
S&P Midcap 400
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$
|
100.00
|
|
|
$
|
133.50
|
|
|
$
|
146.54
|
|
|
$
|
143.35
|
|
|
$
|
173.08
|
|
|
$
|
201.20
|
|
S&P Movies & Entertainment
|
$
|
100.00
|
|
|
$
|
155.57
|
|
|
$
|
183.29
|
|
|
$
|
166.34
|
|
|
$
|
183.60
|
|
|
$
|
192.81
|
|
ITEM 6.
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SELECTED FINANCIAL DATA
|
|
Year Ended December 31,
|
||||||||||||||||||
(Amounts in thousands, except per share data)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Theme park admissions
|
$
|
741,275
|
|
|
$
|
715,413
|
|
|
$
|
687,819
|
|
|
$
|
641,535
|
|
|
$
|
602,204
|
|
Theme park food, merchandise and other
|
524,582
|
|
|
521,167
|
|
|
500,190
|
|
|
460,131
|
|
|
448,547
|
|
|||||
Sponsorship, licensing and other fees
|
78,096
|
|
|
66,329
|
|
|
59,133
|
|
|
57,250
|
|
|
42,179
|
|
|||||
Accommodations revenue
|
15,121
|
|
|
16,489
|
|
|
16,796
|
|
|
16,877
|
|
|
17,000
|
|
|||||
Total revenue
|
1,359,074
|
|
|
1,319,398
|
|
|
1,263,938
|
|
|
1,175,793
|
|
|
1,109,930
|
|
|||||
Operating expenses (excluding depreciation and amortization shown separately below)
|
509,123
|
|
|
489,407
|
|
|
465,219
|
|
|
437,431
|
|
|
417,482
|
|
|||||
Selling, general and administrative expenses (excluding depreciation and amortization shown separately below)
|
158,498
|
|
|
291,794
|
|
|
234,810
|
|
|
310,955
|
|
|
189,218
|
|
|||||
Costs of products sold
|
110,374
|
|
|
109,579
|
|
|
100,709
|
|
|
90,515
|
|
|
86,663
|
|
|||||
Depreciation and amortization
|
111,671
|
|
|
106,893
|
|
|
107,411
|
|
|
108,107
|
|
|
128,075
|
|
|||||
Loss on disposal of assets
|
3,959
|
|
|
1,968
|
|
|
9,882
|
|
|
5,860
|
|
|
8,579
|
|
|||||
Gain on sale of investee
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,031
|
)
|
|
—
|
|
|||||
Interest expense, net
|
99,010
|
|
|
81,872
|
|
|
75,903
|
|
|
72,589
|
|
|
74,145
|
|
|||||
Loss on debt extinguishment, net
|
37,116
|
|
|
2,935
|
|
|
6,557
|
|
|
—
|
|
|
789
|
|
|||||
Other expense, net
|
271
|
|
|
1,684
|
|
|
223
|
|
|
356
|
|
|
1,054
|
|
|||||
Income from continuing operations before income taxes and discontinued operations
|
329,052
|
|
|
233,266
|
|
|
263,224
|
|
|
160,011
|
|
|
203,925
|
|
|||||
Income tax expense
|
16,026
|
|
|
76,539
|
|
|
70,369
|
|
|
46,522
|
|
|
47,601
|
|
|||||
Income from continuing operations before discontinued operations
|
313,026
|
|
|
156,727
|
|
|
192,855
|
|
|
113,489
|
|
|
156,324
|
|
|||||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|
549
|
|
|||||
Net income
|
313,026
|
|
|
156,727
|
|
|
192,855
|
|
|
114,034
|
|
|
156,873
|
|
|||||
Net income attributable to noncontrolling interests
|
(39,210
|
)
|
|
(38,425
|
)
|
|
(38,165
|
)
|
|
(38,012
|
)
|
|
(38,321
|
)
|
|||||
Net income attributable to Six Flags Entertainment Corporation
|
$
|
273,816
|
|
|
$
|
118,302
|
|
|
$
|
154,690
|
|
|
$
|
76,022
|
|
|
$
|
118,552
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts attributable to Six Flags Entertainment Corporation common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
273,816
|
|
|
$
|
118,302
|
|
|
$
|
154,690
|
|
|
$
|
75,477
|
|
|
$
|
118,003
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
545
|
|
|
549
|
|
|||||
Net income
|
$
|
273,816
|
|
|
$
|
118,302
|
|
|
$
|
154,690
|
|
|
$
|
76,022
|
|
|
$
|
118,552
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted-average common shares outstanding—basic:
|
86,802
|
|
|
92,349
|
|
|
93,580
|
|
|
94,477
|
|
|
96,940
|
|
|||||
Weighted-average common shares outstanding—diluted:
|
88,494
|
|
|
94,398
|
|
|
97,981
|
|
|
98,139
|
|
|
100,371
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per average common share outstanding—basic:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
$
|
3.15
|
|
|
$
|
1.28
|
|
|
$
|
1.65
|
|
|
$
|
0.79
|
|
|
$
|
1.21
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||||
Net income
|
$
|
3.15
|
|
|
$
|
1.28
|
|
|
$
|
1.65
|
|
|
$
|
0.80
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per average common share outstanding—diluted:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
$
|
3.09
|
|
|
$
|
1.25
|
|
|
$
|
1.58
|
|
|
$
|
0.76
|
|
|
$
|
1.17
|
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|||||
Net income
|
$
|
3.09
|
|
|
$
|
1.25
|
|
|
$
|
1.58
|
|
|
$
|
0.77
|
|
|
$
|
1.18
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per common share
|
$
|
2.62
|
|
|
$
|
2.38
|
|
|
$
|
2.14
|
|
|
$
|
1.93
|
|
|
$
|
1.82
|
|
|
December 31,
|
||||||||||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
(1)
|
$
|
77,496
|
|
|
$
|
137,385
|
|
|
$
|
99,760
|
|
|
$
|
73,884
|
|
|
$
|
169,310
|
|
Total assets
|
2,456,676
|
|
|
2,487,672
|
|
|
2,428,440
|
|
|
2,416,896
|
|
|
2,517,429
|
|
|||||
Deferred revenue
|
142,014
|
|
|
123,955
|
|
|
97,334
|
|
|
71,598
|
|
|
60,443
|
|
|||||
Total long-term debt (excluding current maturities)
|
2,021,178
|
|
|
1,624,486
|
|
|
1,498,022
|
|
|
1,373,605
|
|
|
1,375,710
|
|
|||||
Total debt, net
|
2,021,178
|
|
|
1,653,647
|
|
|
1,505,528
|
|
|
1,379,906
|
|
|
1,381,979
|
|
|||||
Redeemable noncontrolling interests
|
494,431
|
|
|
485,876
|
|
|
435,721
|
|
|
437,545
|
|
|
437,569
|
|
|||||
Stockholders' (deficit) equity
|
(505,112
|
)
|
|
(186,490
|
)
|
|
24,216
|
|
|
223,895
|
|
|
373,337
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
445,067
|
|
|
$
|
463,235
|
|
|
$
|
473,761
|
|
|
$
|
392,323
|
|
|
$
|
368,682
|
|
Stock repurchases
|
(499,442
|
)
|
|
(211,751
|
)
|
|
(245,114
|
)
|
|
(195,353
|
)
|
|
(523,589
|
)
|
|||||
Payment of cash dividends
|
(227,101
|
)
|
|
(220,314
|
)
|
|
(200,957
|
)
|
|
(184,300
|
)
|
|
(176,171
|
)
|
(1)
|
Excludes restricted cash.
|
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,
2017
,
2016
and
2015
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,
2017
and our outstanding debt and commitments existing as of December 31,
2017
.
|
•
|
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)
|
2017
|
|
2016
|
|
2015
|
|
2017
vs
2016
|
|
2016
vs
2015
|
||||||||
Total revenue
|
$
|
1,359,074
|
|
|
$
|
1,319,398
|
|
|
$
|
1,263,938
|
|
|
3
|
%
|
|
4
|
%
|
Operating expenses
|
509,123
|
|
|
489,407
|
|
|
465,219
|
|
|
4
|
%
|
|
5
|
%
|
|||
Selling, general and administrative expenses
|
158,498
|
|
|
291,794
|
|
|
234,810
|
|
|
(46
|
)%
|
|
24
|
%
|
|||
Cost of products sold
|
110,374
|
|
|
109,579
|
|
|
100,709
|
|
|
1
|
%
|
|
9
|
%
|
|||
Depreciation and amortization
|
111,671
|
|
|
106,893
|
|
|
107,411
|
|
|
4
|
%
|
|
—
|
%
|
|||
Loss on disposal of assets
|
3,959
|
|
|
1,968
|
|
|
9,882
|
|
|
101
|
%
|
|
(80
|
)%
|
|||
Interest expense, net
|
99,010
|
|
|
81,872
|
|
|
75,903
|
|
|
21
|
%
|
|
8
|
%
|
|||
Loss on debt extinguishment
|
37,116
|
|
|
2,935
|
|
|
6,557
|
|
|
N/M
|
|
|
(55
|
)%
|
|||
Other expense, net
|
271
|
|
|
1,684
|
|
|
223
|
|
|
(84
|
)%
|
|
N/M
|
|
|||
Income before income taxes
|
329,052
|
|
|
233,266
|
|
|
263,224
|
|
|
41
|
%
|
|
(11
|
)%
|
|||
Income tax expense
|
16,026
|
|
|
76,539
|
|
|
70,369
|
|
|
(79
|
)%
|
|
9
|
%
|
|||
Net income
|
313,026
|
|
|
156,727
|
|
|
192,855
|
|
|
100
|
%
|
|
(19
|
)%
|
|||
Less: Net income attributable to noncontrolling interests
|
(39,210
|
)
|
|
(38,425
|
)
|
|
(38,165
|
)
|
|
2
|
%
|
|
1
|
%
|
|||
Net income attributable to Six Flags Entertainment Corporation
|
$
|
273,816
|
|
|
$
|
118,302
|
|
|
$
|
154,690
|
|
|
131
|
%
|
|
(24
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||
Attendance
|
30,421
|
|
|
30,108
|
|
|
28,557
|
|
|
1
|
%
|
|
5
|
%
|
|||
Total revenue per capita
|
$
|
44.68
|
|
|
$
|
43.82
|
|
|
$
|
44.26
|
|
|
2
|
%
|
|
(1
|
)%
|
|
Payment Due by Period
|
||||||||||||||||||
(Amounts in thousands)
|
2018
|
|
2019 - 2020
|
|
2021 - 2022
|
|
2023 and beyond
|
|
Total
|
||||||||||
Long term debt — including current portion
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
544,750
|
|
|
$
|
1,500,000
|
|
|
$
|
2,044,750
|
|
Interest on long-term debt
(2)
|
95,850
|
|
|
191,064
|
|
|
179,969
|
|
|
221,250
|
|
|
688,133
|
|
|||||
Real estate and operating leases
(3)
|
9,978
|
|
|
18,858
|
|
|
16,159
|
|
|
134,390
|
|
|
179,385
|
|
|||||
Purchase obligations
(4)
|
154,028
|
|
|
8,500
|
|
|
9,000
|
|
|
4,500
|
|
|
176,028
|
|
|||||
Total
|
$
|
259,856
|
|
|
$
|
218,422
|
|
|
$
|
749,878
|
|
|
$
|
1,860,140
|
|
|
$
|
3,088,296
|
|
(1)
|
Payments are shown at principal amount. See Note
7
to the consolidated financial statements included elsewhere in this Annual Report for further discussion on long-term debt.
|
(2)
|
See Note
7
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,
2017
.
|
(3)
|
Assumes future payments at
2017
revenue levels for lease payments based on a percentage of revenues. 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,
2017
.
|
(4)
|
Represents obligations as of December 31,
2017
with respect to insurance, inventory, media and advertising commitments, computer systems and hardware, estimated annual license fees to Warner Bros. (through 2022) and new rides and attractions. Of the amount shown for
2018
, approximately
$83.6 million
represents capital items. The amounts in respect of new rides and attractions were computed as of December 31,
2017
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,
2017
, 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 which are individually material.
|
•
|
debt prepayment or debt extinguishment costs;
|
•
|
settlement of zero-coupon bonds;
|
•
|
contingent consideration payments made after a business combination;
|
•
|
proceeds from the settlement of insurance claims;
|
•
|
proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;
|
•
|
distributions received from equity method investees;
|
•
|
beneficial interests in securitization transactions; and
|
•
|
separately identifiable cash flows and application of the predominance principle.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
/s/ JAMES REID-ANDERSON
|
|
James Reid-Anderson
Chairman, President and Chief Executive Officer |
|
|
|
/s/ MARSHALL BARBER
|
|
Marshall Barber
Executive Vice President and Chief Financial Officer
|
|
December 31,
|
||||||
(Amounts in thousands, except share data)
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77,496
|
|
|
$
|
137,385
|
|
Restricted-use investment securities
|
—
|
|
|
3,926
|
|
||
Accounts receivable, net
|
72,693
|
|
|
69,018
|
|
||
Inventories
|
24,960
|
|
|
24,156
|
|
||
Prepaid expenses and other current assets
|
45,923
|
|
|
44,306
|
|
||
Total current assets
|
221,072
|
|
|
278,791
|
|
||
Property and equipment, net:
|
|
|
|
||||
Property and equipment, at cost
|
2,095,887
|
|
|
1,968,565
|
|
||
Accumulated depreciation
|
(857,930
|
)
|
|
(757,310
|
)
|
||
Total property and equipment, net
|
1,237,957
|
|
|
1,211,255
|
|
||
Other assets:
|
|
|
|
||||
Debt issuance costs
|
2,991
|
|
|
4,188
|
|
||
Deposits and other assets
|
12,821
|
|
|
9,218
|
|
||
Goodwill
|
630,248
|
|
|
630,248
|
|
||
Intangible assets, net of accumulated amortization
|
351,587
|
|
|
353,972
|
|
||
Total other assets
|
997,647
|
|
|
997,626
|
|
||
Total assets
|
$
|
2,456,676
|
|
|
$
|
2,487,672
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
28,998
|
|
|
$
|
26,209
|
|
Accrued compensation, payroll taxes and benefits
|
26,576
|
|
|
31,039
|
|
||
Accrued insurance reserves
|
39,347
|
|
|
42,443
|
|
||
Accrued interest payable
|
26,288
|
|
|
27,684
|
|
||
Other accrued liabilities
|
34,617
|
|
|
35,461
|
|
||
Deferred revenue
|
142,014
|
|
|
123,955
|
|
||
Current portion of long-term debt
|
—
|
|
|
29,161
|
|
||
Total current liabilities
|
297,840
|
|
|
315,952
|
|
||
Noncurrent Liabilities:
|
|
|
|
||||
Long-term debt, net
|
2,021,178
|
|
|
1,624,486
|
|
||
Other long-term liabilities
|
41,488
|
|
|
48,568
|
|
||
Deferred income taxes
|
106,851
|
|
|
199,280
|
|
||
Total noncurrent liabilities
|
2,169,517
|
|
|
1,872,334
|
|
||
Total liabilities
|
2,467,357
|
|
|
2,188,286
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
494,431
|
|
|
485,876
|
|
||
|
|
|
|
||||
Stockholders' deficit:
|
|
|
|
||||
Preferred stock, $1.00 par value
|
—
|
|
|
—
|
|
||
Common stock, $0.025 par value, 140,000,000 shares authorized and 84,488,433 and 90,849,428 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively
|
2,112
|
|
|
2,271
|
|
||
Capital in excess of par value
|
1,086,265
|
|
|
1,116,227
|
|
||
Accumulated deficit
|
(1,529,608
|
)
|
|
(1,237,804
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(63,881
|
)
|
|
(67,184
|
)
|
||
Total stockholders' deficit
|
(505,112
|
)
|
|
(186,490
|
)
|
||
Total liabilities and deficit
|
$
|
2,456,676
|
|
|
$
|
2,487,672
|
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands, except per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Theme park admissions
|
$
|
741,275
|
|
|
$
|
715,413
|
|
|
$
|
687,819
|
|
Theme park food, merchandise and other
|
524,582
|
|
|
521,167
|
|
|
500,190
|
|
|||
Sponsorship, licensing and other fees
|
78,096
|
|
|
66,329
|
|
|
59,133
|
|
|||
Accommodations revenue
|
15,121
|
|
|
16,489
|
|
|
16,796
|
|
|||
Total revenue
|
1,359,074
|
|
|
1,319,398
|
|
|
1,263,938
|
|
|||
Operating expenses (excluding depreciation and amortization shown separately below)
|
509,123
|
|
|
489,407
|
|
|
465,219
|
|
|||
Selling, general and administrative expenses (including a reversal of stock-based compensation of $22,697 in 2017, and stock-based compensation of $116,339 and $56,233 in 2016 and 2015, respectively, and excluding depreciation and amortization shown separately below)
|
158,498
|
|
|
291,794
|
|
|
234,810
|
|
|||
Costs of products sold
|
110,374
|
|
|
109,579
|
|
|
100,709
|
|
|||
Depreciation
|
109,206
|
|
|
104,290
|
|
|
104,788
|
|
|||
Amortization
|
2,465
|
|
|
2,603
|
|
|
2,623
|
|
|||
Loss on disposal of assets
|
3,959
|
|
|
1,968
|
|
|
9,882
|
|
|||
Interest expense
|
99,766
|
|
|
82,377
|
|
|
76,205
|
|
|||
Interest income
|
(756
|
)
|
|
(505
|
)
|
|
(302
|
)
|
|||
Loss on debt extinguishment
|
37,116
|
|
|
2,935
|
|
|
6,557
|
|
|||
Other expense, net
|
271
|
|
|
1,684
|
|
|
223
|
|
|||
Income before income taxes
|
329,052
|
|
|
233,266
|
|
|
263,224
|
|
|||
Income tax expense
|
16,026
|
|
|
76,539
|
|
|
70,369
|
|
|||
Net income
|
313,026
|
|
|
156,727
|
|
|
192,855
|
|
|||
Less: Net income attributable to noncontrolling interests
|
(39,210
|
)
|
|
(38,425
|
)
|
|
(38,165
|
)
|
|||
Net income attributable to Six Flags Entertainment Corporation
|
$
|
273,816
|
|
|
$
|
118,302
|
|
|
$
|
154,690
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic:
|
86,802
|
|
|
92,349
|
|
|
93,580
|
|
|||
Diluted:
|
88,494
|
|
|
94,398
|
|
|
97,981
|
|
|||
|
|
|
|
|
|
||||||
Net income per average common share:
|
|
|
|
|
|
|
|
|
|||
Basic:
|
$
|
3.15
|
|
|
$
|
1.28
|
|
|
$
|
1.65
|
|
Diluted:
|
$
|
3.09
|
|
|
$
|
1.25
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
2.62
|
|
|
$
|
2.38
|
|
|
$
|
2.14
|
|
|
Years Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
313,026
|
|
|
$
|
156,727
|
|
|
$
|
192,855
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
(1)
|
1,376
|
|
|
(4,639
|
)
|
|
(8,195
|
)
|
|||
Defined benefit retirement plan
(2)
|
1,402
|
|
|
3,543
|
|
|
1,769
|
|
|||
Change in cash flow hedging
(3)
|
525
|
|
|
470
|
|
|
(503
|
)
|
|||
Other comprehensive income (loss), net of tax
|
3,303
|
|
|
(626
|
)
|
|
(6,929
|
)
|
|||
Comprehensive income
|
316,329
|
|
|
156,101
|
|
|
185,926
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(39,210
|
)
|
|
(38,425
|
)
|
|
(38,165
|
)
|
|||
Comprehensive income attributable to Six Flags Entertainment Corporation
|
$
|
277,119
|
|
|
$
|
117,676
|
|
|
$
|
147,761
|
|
(1)
|
Foreign currency translation adjustment is presented net of tax expense of
$1.7 million
for the year ended December 31,
2017
, and net of tax benefit of
$2.5 million
and
$4.4 million
for the years ended December 31,
2016
and
2015
, respectively.
|
(2)
|
Defined benefit retirement plan is presented net of tax expense of
$0.6 million
,
$2.3 million
, and
$1.0 million
for the years ended December 31,
2017
,
2016
and
2015
, respectively.
|
(3)
|
Change in cash flow hedging is presented net of tax expense of
$0.3 million
for the years ended December 31,
2017
and
2016
, and net of tax benefit of
$0.4 million
for the year ended December 31,
2015
.
|
|
Common stock
|
|
Capital in excess of par value
|
|
Accumulated deficit
|
|
Accumulated other comprehensive loss
|
|
Total Equity (Deficit)
|
|||||||||||||
(Amounts in thousands, except share data)
|
Shares issued
|
|
Amount
|
|
||||||||||||||||||
Balances at December 31, 2014
|
92,937,619
|
|
|
$
|
2,323
|
|
|
$
|
983,317
|
|
|
$
|
(702,116
|
)
|
|
$
|
(59,629
|
)
|
|
$
|
223,895
|
|
Issuance of common stock
|
3,737,155
|
|
|
94
|
|
|
38,925
|
|
|
—
|
|
|
—
|
|
|
39,019
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
56,233
|
|
|
—
|
|
|
—
|
|
|
56,233
|
|
|||||
Dividends declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(199,362
|
)
|
|
—
|
|
|
(199,362
|
)
|
|||||
Repurchase of common stock
|
(5,161,803
|
)
|
|
(129
|
)
|
|
(38,276
|
)
|
|
(206,709
|
)
|
|
—
|
|
|
(245,114
|
)
|
|||||
Employee stock purchase plan
|
37,880
|
|
|
1
|
|
|
1,511
|
|
|
—
|
|
|
—
|
|
|
1,512
|
|
|||||
Fresh start valuation adjustment for SFOG units purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
|
—
|
|
|
272
|
|
|||||
Net income attributable to Six Flags Entertainment Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
154,690
|
|
|
—
|
|
|
154,690
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,929
|
)
|
|
(6,929
|
)
|
|||||
Balances at December 31, 2015
|
91,550,851
|
|
|
$
|
2,289
|
|
|
$
|
1,041,710
|
|
|
$
|
(953,225
|
)
|
|
$
|
(66,558
|
)
|
|
$
|
24,216
|
|
Issuance of common stock
|
3,004,648
|
|
|
75
|
|
|
34,606
|
|
|
—
|
|
|
—
|
|
|
34,681
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
116,339
|
|
|
—
|
|
|
—
|
|
|
116,339
|
|
|||||
Dividends declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(219,093
|
)
|
|
—
|
|
|
(219,093
|
)
|
|||||
Repurchase of common stock
|
(3,742,275
|
)
|
|
(94
|
)
|
|
(27,833
|
)
|
|
(183,824
|
)
|
|
—
|
|
|
(211,751
|
)
|
|||||
Employee stock purchase plan
|
36,204
|
|
|
1
|
|
|
1,819
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|||||
Fresh start valuation adjustment for SFOG units purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||
Change in redemption value of partnership units
|
—
|
|
|
—
|
|
|
(50,414
|
)
|
|
—
|
|
|
—
|
|
|
(50,414
|
)
|
|||||
Net income attributable to Six Flags Entertainment Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
118,302
|
|
|
—
|
|
|
118,302
|
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(626
|
)
|
|
(626
|
)
|
|||||
Balances at December 31, 2016
|
90,849,428
|
|
|
$
|
2,271
|
|
|
$
|
1,116,227
|
|
|
$
|
(1,237,804
|
)
|
|
$
|
(67,184
|
)
|
|
$
|
(186,490
|
)
|
Cumulative effect adjustment (Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
98,657
|
|
|
—
|
|
|
98,657
|
|
|||||
Balances at January 1, 2017
|
90,849,428
|
|
|
2,271
|
|
|
1,116,227
|
|
|
(1,139,147
|
)
|
|
(67,184
|
)
|
|
(87,833
|
)
|
|||||
Issuance of common stock
|
1,980,939
|
|
|
50
|
|
|
60,533
|
|
|
—
|
|
|
—
|
|
|
60,583
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
(22,697
|
)
|
|
—
|
|
|
—
|
|
|
(22,697
|
)
|
|||||
Dividends declared to common shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
(226,078
|
)
|
|
—
|
|
|
(226,078
|
)
|
|||||
Repurchase of common stock
|
(8,377,729
|
)
|
|
(210
|
)
|
|
(61,001
|
)
|
|
(438,231
|
)
|
|
—
|
|
|
(499,442
|
)
|
|||||
Employee stock purchase plan
|
35,795
|
|
|
1
|
|
|
1,918
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
|||||
Fresh start valuation adjustment for SFOT units purchased
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
Change in redemption value of partnership units
|
—
|
|
|
—
|
|
|
(8,715
|
)
|
|
—
|
|
|
—
|
|
|
(8,715
|
)
|
|||||
Net income attributable to Six Flags Entertainment Corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
273,816
|
|
|
—
|
|
|
273,816
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,303
|
|
|
3,303
|
|
|||||
Balances at December 31, 2017
|
84,488,433
|
|
|
$
|
2,112
|
|
|
$
|
1,086,265
|
|
|
$
|
(1,529,608
|
)
|
|
$
|
(63,881
|
)
|
|
$
|
(505,112
|
)
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
313,026
|
|
|
$
|
156,727
|
|
|
$
|
192,855
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
111,671
|
|
|
106,893
|
|
|
107,411
|
|
|||
Stock-based compensation
|
(22,697
|
)
|
|
116,339
|
|
|
56,233
|
|
|||
Interest accretion on notes payable
|
1,056
|
|
|
413
|
|
|
856
|
|
|||
Loss on debt extinguishment
|
37,116
|
|
|
2,935
|
|
|
6,557
|
|
|||
Amortization of debt issuance costs
|
4,061
|
|
|
4,503
|
|
|
4,518
|
|
|||
Other, including loss on disposal of assets
|
6,875
|
|
|
992
|
|
|
17,278
|
|
|||
Increase in accounts receivable
|
(3,108
|
)
|
|
(6,157
|
)
|
|
(6,072
|
)
|
|||
(Increase) decrease in inventories, prepaid expenses and other current assets
|
(1,847
|
)
|
|
(4,948
|
)
|
|
306
|
|
|||
Increase in deposits and other assets
|
(3,597
|
)
|
|
(2,011
|
)
|
|
(2,465
|
)
|
|||
Increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities
|
5,478
|
|
|
16,134
|
|
|
41,775
|
|
|||
(Decrease) increase in accrued interest payable
|
(1,396
|
)
|
|
8,129
|
|
|
13
|
|
|||
Deferred income tax (benefit) expense
|
(1,571
|
)
|
|
63,286
|
|
|
54,496
|
|
|||
Net cash provided by operating activities
|
445,067
|
|
|
463,235
|
|
|
473,761
|
|
|||
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|||
Additions to property and equipment
|
(135,219
|
)
|
|
(129,258
|
)
|
|
(114,370
|
)
|
|||
Property insurance recovery
|
523
|
|
|
320
|
|
|
173
|
|
|||
Purchase of identifiable intangible assets
|
—
|
|
|
(125
|
)
|
|
(29
|
)
|
|||
Sale (purchase) of restricted-use investments, net
|
3,926
|
|
|
(890
|
)
|
|
(565
|
)
|
|||
Proceeds from sale of assets
|
607
|
|
|
2,212
|
|
|
5,123
|
|
|||
Net cash used in investing activities
|
(130,163
|
)
|
|
(127,741
|
)
|
|
(109,668
|
)
|
|||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|||
Repayment of borrowings
|
(949,161
|
)
|
|
(333,426
|
)
|
|
(710,565
|
)
|
|||
Proceeds from borrowings
|
1,313,000
|
|
|
481,170
|
|
|
834,250
|
|
|||
Payment of debt issuance costs
|
(37,336
|
)
|
|
(6,278
|
)
|
|
(11,916
|
)
|
|||
Net proceeds from issuance of common stock
|
62,502
|
|
|
36,501
|
|
|
40,531
|
|
|||
Stock repurchases
|
(499,442
|
)
|
|
(211,751
|
)
|
|
(245,114
|
)
|
|||
Payment of cash dividends
|
(227,101
|
)
|
|
(220,314
|
)
|
|
(200,957
|
)
|
|||
Purchase of redeemable noncontrolling interest
|
(128
|
)
|
|
(223
|
)
|
|
(1,552
|
)
|
|||
Noncontrolling interest distributions
|
(39,210
|
)
|
|
(38,425
|
)
|
|
(38,165
|
)
|
|||
Net cash used in financing activities
|
(376,876
|
)
|
|
(292,746
|
)
|
|
(333,488
|
)
|
|||
Effect of exchange rate on cash
|
2,083
|
|
|
(5,123
|
)
|
|
(4,729
|
)
|
|||
(Decrease) increase in cash and cash equivalents
|
(59,889
|
)
|
|
37,625
|
|
|
25,876
|
|
|||
Cash and cash equivalents at beginning of period
|
137,385
|
|
|
99,760
|
|
|
73,884
|
|
|||
Cash and cash equivalents at end of period
|
$
|
77,496
|
|
|
$
|
137,385
|
|
|
$
|
99,760
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
96,045
|
|
|
$
|
69,320
|
|
|
$
|
70,818
|
|
Cash paid for income taxes
|
$
|
14,473
|
|
|
$
|
17,267
|
|
|
$
|
14,975
|
|
1
.
|
Description of Business
|
2
.
|
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 Indefinite-Lived Intangible Assets
|
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 Per Common Share
|
r.
|
Stock-Based Compensation
|
s.
|
Comprehensive Income
|
t.
|
Redeemable Noncontrolling Interest
|
u.
|
Recently Adopted Accounting Pronouncements
|
v.
|
Recent Accounting Pronouncements Not Yet Adopted
|
•
|
debt prepayment or debt extinguishment costs;
|
•
|
settlement of zero-coupon bonds;
|
•
|
contingent consideration payments made after a business combination;
|
•
|
proceeds from the settlement of insurance claims;
|
•
|
proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;
|
•
|
distributions received from equity method investees;
|
•
|
beneficial interests in securitization transactions; and
|
•
|
separately identifiable cash flows and application of the predominance principle.
|
3
.
|
Property and Equipment
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Land
|
$
|
221,345
|
|
|
$
|
221,468
|
|
Land improvements
|
236,135
|
|
|
215,112
|
|
||
Buildings and improvements
|
295,124
|
|
|
279,052
|
|
||
Rides and attractions
|
1,059,720
|
|
|
985,406
|
|
||
Equipment and other
|
283,563
|
|
|
267,527
|
|
||
Property and equipment, at cost
|
2,095,887
|
|
|
1,968,565
|
|
||
Accumulated depreciation
|
(857,930
|
)
|
|
(757,310
|
)
|
||
Property and equipment, net
|
$
|
1,237,957
|
|
|
$
|
1,211,255
|
|
4
.
|
Goodwill and Intangible Assets
|
|
As of December 31, 2017
|
||||||||||||
(Amounts in thousands, except years)
|
Weighted-Average Remaining Amortization Period
(Years)
|
|
Gross
Carrying Value
|
|
Accumulated Amortization
|
|
Net
Carrying Value
|
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trade names, trademarks and other
|
|
|
$
|
344,075
|
|
|
$
|
—
|
|
|
$
|
344,075
|
|
|
|
|
|
|
|
|
|
||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Third party licensing rights
|
2.5
|
|
24,361
|
|
|
(18,419
|
)
|
|
5,942
|
|
|||
Other
|
30.0
|
|
2,735
|
|
|
(1,165
|
)
|
|
1,570
|
|
|||
|
|
|
|
|
|
|
|
||||||
Total intangible assets, net
|
|
|
$
|
371,171
|
|
|
$
|
(19,584
|
)
|
|
$
|
351,587
|
|
|
As of December 31, 2016
|
||||||||||||
(Amounts in thousands, except years)
|
Weighted-Average Remaining Amortization Period
(Years)
|
|
Gross
Carrying Value |
|
Accumulated Amortization
|
|
Net
Carrying Value |
||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trade names, trademarks and other
|
|
|
$
|
344,075
|
|
|
$
|
—
|
|
|
$
|
344,075
|
|
|
|
|
|
|
|
|
|
||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Third party licensing rights
|
3.5
|
|
24,461
|
|
|
(16,091
|
)
|
|
8,370
|
|
|||
Other
|
30.6
|
|
2,571
|
|
|
(1,044
|
)
|
|
1,527
|
|
|||
|
|
|
|
|
|
|
|
||||||
Total intangible assets, net
|
|
|
$
|
371,107
|
|
|
$
|
(17,135
|
)
|
|
$
|
353,972
|
|
5
.
|
Noncontrolling Interests, Partnerships and Joint Ventures
|
(Amounts in thousands)
|
SFOT
|
|
SFOG
|
|
Total
|
||||||
Balance at December 31, 2015
|
$
|
227,620
|
|
|
$
|
208,101
|
|
|
$
|
435,721
|
|
Fresh start accounting fair market value adjustment for purchased units
|
—
|
|
|
(36
|
)
|
|
(36
|
)
|
|||
Purchases of redeemable units of SFOG
|
—
|
|
|
(223
|
)
|
|
(223
|
)
|
|||
Change in redemption value of partnership units
|
—
|
|
|
50,414
|
|
|
50,414
|
|
|||
Net income attributable to noncontrolling interests
|
19,312
|
|
|
19,113
|
|
|
38,425
|
|
|||
Distributions to noncontrolling interests
|
(19,312
|
)
|
|
(19,113
|
)
|
|
(38,425
|
)
|
|||
Balance at December 31, 2016
|
227,620
|
|
|
258,256
|
|
|
485,876
|
|
|||
Fresh start accounting fair market value adjustment for purchased units
|
(32
|
)
|
|
—
|
|
|
(32
|
)
|
|||
Purchases of redeemable units of SFOT
|
(128
|
)
|
|
—
|
|
|
(128
|
)
|
|||
Change in redemption value of partnership units
|
133
|
|
|
8,582
|
|
|
8,715
|
|
|||
Net income attributable to noncontrolling interests
|
19,701
|
|
|
19,509
|
|
|
39,210
|
|
|||
Distributions to noncontrolling interests
|
(19,701
|
)
|
|
(19,509
|
)
|
|
(39,210
|
)
|
|||
Balance at December 31, 2017
|
$
|
227,593
|
|
|
$
|
266,838
|
|
|
$
|
494,431
|
|
6
.
|
Derivative Financial Instruments
|
7
.
|
Long-Term Indebtedness
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Amended and Restated Term Loan B
|
$
|
544,750
|
|
|
$
|
544,750
|
|
2027 Notes
|
500,000
|
|
|
—
|
|
||
2024 Notes
|
1,000,000
|
|
|
300,000
|
|
||
2021 Notes
|
—
|
|
|
800,000
|
|
||
HWP Refinance Loan
|
—
|
|
|
29,161
|
|
||
Net discount
|
(8,137
|
)
|
|
(2,192
|
)
|
||
Deferred financing costs
|
(15,435
|
)
|
|
(18,072
|
)
|
||
Long-term debt
|
2,021,178
|
|
|
1,653,647
|
|
||
Less current portion
|
—
|
|
|
(29,161
|
)
|
||
Total long-term debt
|
$
|
2,021,178
|
|
|
$
|
1,624,486
|
|
8
.
|
Selling, General and Administrative Expenses
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Park
|
$
|
129,090
|
|
|
$
|
124,019
|
|
|
$
|
119,411
|
|
Corporate
|
29,408
|
|
|
167,775
|
|
|
115,399
|
|
|||
Total selling, general and administrative expenses
|
$
|
158,498
|
|
|
$
|
291,794
|
|
|
$
|
234,810
|
|
9
.
|
Stock Benefit Plans
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
CEO
|
|
Employees
|
|
CEO
|
|
Employees
|
|
CEO
|
|
Employees
|
||||||
Risk-free interest rate
|
1.64
|
%
|
|
1.56
|
%
|
|
1.05
|
%
|
|
1.00
|
%
|
|
1.80
|
%
|
|
1.13
|
%
|
Expected life (in years)
|
3.85
|
|
|
3.85
|
|
|
3.85
|
|
|
3.85
|
|
|
6.25
|
|
|
3.91
|
|
Expected volatility
|
21.89
|
%
|
|
22.70
|
%
|
|
24.30
|
%
|
|
23.17
|
%
|
|
36.04
|
%
|
|
24.85
|
%
|
Expected dividend yield
|
4.22
|
%
|
|
4.42
|
%
|
|
4.47
|
%
|
|
4.15
|
%
|
|
4.28
|
%
|
|
4.46
|
%
|
(Amounts in thousands, expect per share data)
|
Shares
|
|
Weighted Avg. Exercise Price
($)
|
|
Weighted Avg. Remaining Contractual Term
|
|
Aggregate Intrinsic Value
($)
|
|||||
Balance at December 31, 2016
|
5,679
|
|
|
$
|
36.63
|
|
|
|
|
|
|
|
Granted
|
1,869
|
|
|
$
|
55.68
|
|
|
|
|
|
|
|
Exercised
|
(1,864
|
)
|
|
$
|
32.50
|
|
|
|
|
|
|
|
Canceled or exchanged
|
(4
|
)
|
|
$
|
34.98
|
|
|
|
|
|
|
|
Forfeited
|
(495
|
)
|
|
$
|
49.25
|
|
|
|
|
|
|
|
Expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Balance at December 31, 2017
|
5,185
|
|
|
$
|
43.78
|
|
|
7.57
|
|
$
|
118,178
|
|
Vested and expected to vest at December 31, 2017
|
4,972
|
|
|
$
|
43.45
|
|
|
7.51
|
|
$
|
114,964
|
|
Options exercisable at December 31, 2017
|
1,907
|
|
|
$
|
31.78
|
|
|
5.64
|
|
$
|
66,343
|
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands, expect per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average grant date fair value of options granted
|
$
|
6.26
|
|
|
$
|
5.84
|
|
|
$
|
6.14
|
|
Total intrinsic value of options exercised
|
$
|
52,955
|
|
|
$
|
37,847
|
|
|
$
|
51,059
|
|
Total fair value of options that have vested
|
$
|
8,436
|
|
|
$
|
10,701
|
|
|
$
|
13,897
|
|
Total cash received from the exercise of stock options
|
$
|
60,583
|
|
|
$
|
34,680
|
|
|
$
|
39,018
|
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Project 600 Performance Award
|
$
|
54,877
|
|
|
$
|
91,408
|
|
Project 600 Performance Award - DERs
|
7,635
|
|
|
$
|
11,039
|
|
|
Total Project 600 Performance Award Accrued Expense
|
$
|
62,512
|
|
|
$
|
102,447
|
|
(Amounts in thousands, except per share amounts
)
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
($)
|
|||
Non-vested balance at December 31, 2016
|
10
|
|
|
$
|
58.46
|
|
Granted
|
12
|
|
|
$
|
61.74
|
|
Vested
|
(10
|
)
|
|
$
|
58.46
|
|
Forfeited
|
—
|
|
|
$
|
—
|
|
Canceled
|
—
|
|
|
$
|
—
|
|
Non-vested balance at December 31, 2017
|
12
|
|
|
$
|
61.74
|
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands, expect per share data)
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average grant date fair value of stock awards granted
|
$
|
61.74
|
|
|
$
|
51.46
|
|
|
$
|
46.31
|
|
Total grant date fair value of stock awards granted
|
$
|
750
|
|
|
$
|
68,207
|
|
|
$
|
70,654
|
|
Total fair value of stock awards that have vested
|
$
|
560
|
|
|
$
|
68,341
|
|
|
$
|
70,635
|
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Long-Term Incentive Plan
|
$
|
(23,025
|
)
|
|
$
|
116,028
|
|
|
$
|
55,862
|
|
Employee Stock Purchase Plan
|
328
|
|
|
311
|
|
|
371
|
|
|||
Total stock-based compensation
|
$
|
(22,697
|
)
|
|
$
|
116,339
|
|
|
$
|
56,233
|
|
10
.
|
Fair Value of Financial Instruments
|
|
As of
|
||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||
(Amounts in thousands)
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
||||||||
Financial assets (liabilities):
|
|
|
|
|
|
|
|
||||||||
Restricted-use investment securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,926
|
|
|
$
|
3,926
|
|
Interest Rate Swap Agreements
|
—
|
|
|
—
|
|
|
(871
|
)
|
|
(871
|
)
|
||||
Long-term debt (including current portion)
|
(2,021,178
|
)
|
|
(2,057,083
|
)
|
|
(1,653,647
|
)
|
|
(1,679,525
|
)
|
•
|
The carrying values of cash and cash equivalents, accounts receivable, notes receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.
|
•
|
Restricted-use investment securities consist of interest bearing bank accounts for which their carrying value approximates their fair value because of their short term maturity. The measurement of restricted-use investment securities is considered a Level 2 fair value measurement.
|
•
|
The measurement of the fair value of derivative assets and liabilities is based on market prices that generally are observable for similar assets and liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement. Derivative assets and liabilities that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively. See Note
6
for additional information on our derivative instruments and related Company policies.
|
•
|
The measurement of the fair value of long-term debt is based on market prices that generally are observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement.
|
11
.
|
Income Taxes
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
301,322
|
|
|
$
|
216,205
|
|
|
$
|
238,416
|
|
Foreign
|
27,730
|
|
|
17,061
|
|
|
24,808
|
|
|||
Income before income taxes
|
$
|
329,052
|
|
|
$
|
233,266
|
|
|
$
|
263,224
|
|
(Amounts in thousands)
|
Current
|
|
Deferred
|
|
Total
|
||||||
2017:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(72
|
)
|
|
$
|
(6,774
|
)
|
|
$
|
(6,846
|
)
|
Foreign
|
11,840
|
|
|
(2,231
|
)
|
|
9,609
|
|
|||
State and local
|
5,829
|
|
|
7,434
|
|
|
13,263
|
|
|||
Income tax expense (benefit)
|
$
|
17,597
|
|
|
$
|
(1,571
|
)
|
|
$
|
16,026
|
|
2016:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(41
|
)
|
|
$
|
57,950
|
|
|
$
|
57,909
|
|
Foreign
|
6,206
|
|
|
(427
|
)
|
|
5,779
|
|
|||
State and local
|
7,088
|
|
|
5,763
|
|
|
12,851
|
|
|||
Income tax expense
|
$
|
13,253
|
|
|
$
|
63,286
|
|
|
$
|
76,539
|
|
2015:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(119
|
)
|
|
$
|
61,583
|
|
|
$
|
61,464
|
|
Foreign
|
9,656
|
|
|
(2,399
|
)
|
|
7,257
|
|
|||
State and local
|
6,336
|
|
|
(4,688
|
)
|
|
1,648
|
|
|||
Income tax expense
|
$
|
15,873
|
|
|
$
|
54,496
|
|
|
$
|
70,369
|
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Computed "expected" federal income tax expense
|
$
|
115,168
|
|
|
$
|
81,643
|
|
|
$
|
92,128
|
|
Effect of noncontrolling interest income distribution
|
(13,724
|
)
|
|
(13,449
|
)
|
|
(13,358
|
)
|
|||
Change in valuation allowance
|
413
|
|
|
648
|
|
|
896
|
|
|||
Effect of state and local income taxes, net of federal tax benefit
|
10,767
|
|
|
8,353
|
|
|
1,072
|
|
|||
Deductible compensation in excess of book
|
(13,757
|
)
|
|
—
|
|
|
—
|
|
|||
Nondeductible compensation
|
2,201
|
|
|
2,127
|
|
|
435
|
|
|||
Effect of foreign income taxes
|
2,367
|
|
|
380
|
|
|
741
|
|
|||
Effect of foreign earnings earned and remitted in the same year
|
4,402
|
|
|
6,000
|
|
|
5,155
|
|
|||
Effect of foreign tax credits
|
(5,357
|
)
|
|
(9,405
|
)
|
|
(4,432
|
)
|
|||
Effect of change in accounting method related to recoverable bankruptcy costs
|
—
|
|
|
—
|
|
|
(9,603
|
)
|
|||
Effect of Tax Reform, including change in valuation allowance of $20,824
|
(84,599
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(1,855
|
)
|
|
242
|
|
|
(2,665
|
)
|
|||
Income tax expense
|
$
|
16,026
|
|
|
$
|
76,539
|
|
|
$
|
70,369
|
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Deferred tax assets
|
$
|
296,132
|
|
|
$
|
312,349
|
|
Less: Valuation allowance
|
113,509
|
|
|
92,272
|
|
||
Net deferred tax assets
|
182,623
|
|
|
220,077
|
|
||
Deferred tax liabilities
|
289,474
|
|
|
419,357
|
|
||
Net deferred tax liability
|
$
|
106,851
|
|
|
$
|
199,280
|
|
|
December 31,
|
||||||
(Amounts in thousands)
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Federal net operating loss carryforwards
|
$
|
49,543
|
|
|
$
|
40,352
|
|
State net operating loss carryforwards
|
119,837
|
|
|
96,356
|
|
||
Deferred compensation
|
21,464
|
|
|
50,067
|
|
||
Foreign tax credits
|
52,152
|
|
|
46,795
|
|
||
Alternative minimum tax credits
|
6,591
|
|
|
6,591
|
|
||
Accrued insurance, pension liability and other
|
46,545
|
|
|
72,188
|
|
||
Total deferred tax assets
|
$
|
296,132
|
|
|
$
|
312,349
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
200,008
|
|
|
$
|
294,050
|
|
Intangible assets and other
|
89,466
|
|
|
125,307
|
|
||
Total deferred tax liabilities
|
$
|
289,474
|
|
|
$
|
419,357
|
|
12
.
|
Preferred Stock, Common Stock and Other Stockholders' Equity
|
|
Dividends
Paid
Per Share
|
||
2017:
|
|
||
Fourth Quarter
|
$
|
0.70
|
|
Third Quarter
|
$
|
0.64
|
|
Second Quarter
|
$
|
0.64
|
|
First Quarter
|
$
|
0.64
|
|
2016:
|
|
||
Fourth Quarter
|
$
|
0.64
|
|
Third Quarter
|
$
|
0.58
|
|
Second Quarter
|
$
|
0.58
|
|
First Quarter
|
$
|
0.58
|
|
2015:
|
|
||
Fourth Quarter
|
$
|
0.58
|
|
Third Quarter
|
$
|
0.52
|
|
Second Quarter
|
$
|
0.52
|
|
First Quarter
|
$
|
0.52
|
|
|
Currency Translation Adjustment
|
|
Cash Flow
Hedges
|
|
Defined Benefit Plans
|
|
Income
Taxes
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
Balance as of December 31, 2014
|
$
|
(12,198
|
)
|
|
$
|
(726
|
)
|
|
$
|
(52,585
|
)
|
|
$
|
5,880
|
|
|
$
|
(59,629
|
)
|
Net current period change
|
(12,602
|
)
|
|
(2,671
|
)
|
|
1,934
|
|
|
4,819
|
|
|
(8,520
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
1,799
|
|
|
879
|
|
|
(1,087
|
)
|
|
1,591
|
|
|||||
Balance as of December 31, 2015
|
$
|
(24,800
|
)
|
|
$
|
(1,598
|
)
|
|
$
|
(49,772
|
)
|
|
$
|
9,612
|
|
|
$
|
(66,558
|
)
|
Net current period change
|
(7,142
|
)
|
|
(944
|
)
|
|
4,881
|
|
|
965
|
|
|
(2,240
|
)
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
1,716
|
|
|
931
|
|
|
(1,033
|
)
|
|
1,614
|
|
|||||
Balance as of December 31, 2016
|
$
|
(31,942
|
)
|
|
$
|
(826
|
)
|
|
$
|
(43,960
|
)
|
|
$
|
9,544
|
|
|
$
|
(67,184
|
)
|
Net current period change
|
3,120
|
|
|
57
|
|
|
1,136
|
|
|
(2,106
|
)
|
|
2,207
|
|
|||||
Amounts reclassified from AOCI
|
—
|
|
|
769
|
|
|
865
|
|
|
(538
|
)
|
|
1,096
|
|
|||||
Balance as of December 31, 2017
|
$
|
(28,822
|
)
|
|
$
|
—
|
|
|
$
|
(41,959
|
)
|
|
$
|
6,900
|
|
|
$
|
(63,881
|
)
|
|
|
Location of
|
|
Amount of Reclassification from AOCI
|
||||||||||
|
|
Reclassification
|
|
Year Ended December 31,
|
||||||||||
Component of AOCI
|
|
into Income
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
(Amounts in thousands)
|
||||||||||
Amortization of loss on interest rate hedge
|
|
Interest expense
|
|
$
|
769
|
|
|
$
|
1,716
|
|
|
$
|
1,799
|
|
|
|
Income tax benefit
|
|
(279
|
)
|
|
(669
|
)
|
|
(761
|
)
|
|||
|
|
Net of tax
|
|
$
|
490
|
|
|
$
|
1,047
|
|
|
$
|
1,038
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization of deferred actuarial loss and prior service cost
|
|
Operating expenses
|
|
$
|
865
|
|
|
$
|
931
|
|
|
$
|
879
|
|
|
|
Income tax benefit
|
|
(259
|
)
|
|
(364
|
)
|
|
(326
|
)
|
|||
|
|
Net of tax
|
|
$
|
606
|
|
|
$
|
567
|
|
|
$
|
553
|
|
|
|
|
|
|
|
|
|
|
||||||
Total reclassifications
|
|
|
|
$
|
1,096
|
|
|
$
|
1,614
|
|
|
$
|
1,591
|
|
13
.
|
Pension Benefits
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|||
Beginning balance
|
$
|
216,571
|
|
|
$
|
223,389
|
|
|
$
|
246,653
|
|
Interest cost
|
8,283
|
|
|
8,901
|
|
|
9,116
|
|
|||
Actuarial loss (gain)
|
11,402
|
|
|
(828
|
)
|
|
(17,869
|
)
|
|||
Benefits paid
|
(17,510
|
)
|
|
(14,891
|
)
|
|
(14,511
|
)
|
|||
Benefit obligation at end of period
|
$
|
218,746
|
|
|
$
|
216,571
|
|
|
$
|
223,389
|
|
|
|
|
|
|
|
||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|||
Beginning balance
|
$
|
178,375
|
|
|
$
|
173,123
|
|
|
$
|
186,131
|
|
Actual return on assets
|
25,240
|
|
|
15,949
|
|
|
(2,767
|
)
|
|||
Employer contributions
|
6,000
|
|
|
6,000
|
|
|
6,000
|
|
|||
Administrative fees
|
(1,571
|
)
|
|
(1,806
|
)
|
|
(1,730
|
)
|
|||
Benefits paid
|
(17,510
|
)
|
|
(14,891
|
)
|
|
(14,511
|
)
|
|||
Fair value of plan assets at end of period
|
$
|
190,534
|
|
|
$
|
178,375
|
|
|
$
|
173,123
|
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||
Discount rate
|
3.45
|
%
|
|
3.90
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|||
Service cost
|
$
|
1,700
|
|
|
$
|
2,400
|
|
|
$
|
2,000
|
|
Interest cost
|
8,283
|
|
|
8,901
|
|
|
9,116
|
|
|||
Expected return on plan assets
|
(12,831
|
)
|
|
(12,490
|
)
|
|
(13,438
|
)
|
|||
Amortization of net actuarial loss
|
865
|
|
|
931
|
|
|
879
|
|
|||
Total net periodic benefit
|
$
|
(1,983
|
)
|
|
$
|
(258
|
)
|
|
$
|
(1,443
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Current year actuarial gain
|
$
|
1,136
|
|
|
$
|
4,881
|
|
|
$
|
1,934
|
|
Recognized net actuarial loss
|
865
|
|
|
931
|
|
|
879
|
|
|||
Total other comprehensive gain
|
$
|
2,001
|
|
|
$
|
5,812
|
|
|
$
|
2,813
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Discount rate
|
3.90
|
%
|
|
4.10
|
%
|
|
3.80
|
%
|
Rate of compensation increase
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected return on plan assets
|
7.25
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
Corridor
|
10.00
|
%
|
|
10.00
|
%
|
|
10.00
|
%
|
Average future life expectancy (in years)
|
26.33
|
|
|
27.79
|
|
|
29.39
|
|
|
Fair Value Measurements as of December 31, 2017
|
||||||||||||||
(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)
|
$
|
27,765
|
|
|
$
|
27,765
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small/Mid-Cap Equity
(a)
|
3,433
|
|
|
3,433
|
|
|
—
|
|
|
—
|
|
||||
International Equity
(b)
|
24,383
|
|
|
24,383
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income:
|
|
|
|
|
|
|
|
||||||||
Long Duration Fixed Income
(c)
|
95,650
|
|
|
95,650
|
|
|
—
|
|
|
—
|
|
||||
High Yield
(d)
|
8,559
|
|
|
8,559
|
|
|
—
|
|
|
—
|
|
||||
Emerging Markets Debt
(e)
|
5,001
|
|
|
5,001
|
|
|
—
|
|
|
—
|
|
||||
Alternatives:
|
|
|
|
|
|
|
|
||||||||
Other Investments
(g) (h)
|
25,743
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets
|
$
|
190,534
|
|
|
$
|
164,791
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurements as of December 31, 2016
|
||||||||||||||
(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)
|
$
|
32,365
|
|
|
$
|
32,365
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Small/Mid-Cap Equity
(a)
|
5,425
|
|
|
5,425
|
|
|
—
|
|
|
—
|
|
||||
International Equity
(b)
|
22,598
|
|
|
22,598
|
|
|
—
|
|
|
—
|
|
||||
Fixed Income:
|
|
|
|
|
|
|
|
||||||||
Long Duration Fixed Income
(c)
|
69,583
|
|
|
69,583
|
|
|
—
|
|
|
—
|
|
||||
High Yield
(d)
|
8,918
|
|
|
8,918
|
|
|
—
|
|
|
—
|
|
||||
Emerging Markets Debt
(e)
|
6,360
|
|
|
6,360
|
|
|
—
|
|
|
—
|
|
||||
Alternatives:
|
|
|
|
|
|
|
|
||||||||
Hedge Fund of Funds
(f)
|
9,967
|
|
|
—
|
|
|
—
|
|
|
9,967
|
|
||||
Other Investments
(g) (h)
|
23,159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets
|
$
|
178,375
|
|
|
$
|
145,249
|
|
|
$
|
—
|
|
|
$
|
9,967
|
|
(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 U.S. Treasury Separate Trading of Registered Interest and Principal of Securities ("U.S. Treasury STRIPS") and 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)
|
This category is comprised of investments in common collective trusts 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.
|
(h)
|
Common/collective trust investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total fair value of plan assets. The Company has participant redemptions restricted to the last business day of the quarter, with either a 65 or 90 day period redemption notice.
|
(Amounts in thousands)
|
Hedge Fund
of Funds
|
||
Balance as of December 31, 2015
|
$
|
9,987
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
(20
|
)
|
|
Relating to assets sold during the period
|
—
|
|
|
Purchases, sales and settlements, net
|
—
|
|
|
Balance as of December 31, 2016
|
9,967
|
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
—
|
|
|
Relating to assets sold during the period
|
(9,967
|
)
|
|
Purchases, sales and settlements, net
|
—
|
|
|
Balance as of December 31, 2017
|
$
|
—
|
|
(Amounts in thousands)
|
|
||
Expected contributions to plan trusts
|
|
||
2018
|
$
|
6,000
|
|
Total expected contributions
|
$
|
6,000
|
|
|
|
||
Expected benefit payments:
|
|
||
2018
|
$
|
9,427
|
|
2019
|
9,960
|
|
|
2020
|
10,308
|
|
|
2021
|
10,702
|
|
|
2022
|
11,212
|
|
|
2023 through 2026
|
60,401
|
|
|
Total expected benefit payments
|
$
|
112,010
|
|
14
.
|
Earnings Per Common Share
|
|
For the year ended December 31,
|
||||||||||
(Amounts in thousands, except per share amounts)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income attributable to Six Flags Entertainment Corporation common stockholders
|
$
|
273,816
|
|
|
$
|
118,302
|
|
|
$
|
154,690
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding—basic
|
86,802
|
|
|
92,349
|
|
|
93,580
|
|
|||
Effect of dilutive stock options and restricted stock units
|
1,692
|
|
|
2,049
|
|
|
4,401
|
|
|||
Weighted-average common shares outstanding—diluted
|
88,494
|
|
|
94,398
|
|
|
97,981
|
|
|||
|
|
|
|
|
|
||||||
Earnings per share—basic
|
$
|
3.15
|
|
|
$
|
1.28
|
|
|
$
|
1.65
|
|
Earnings per share—diluted
|
$
|
3.09
|
|
|
$
|
1.25
|
|
|
$
|
1.58
|
|
15
.
|
Commitments and Contingencies
|
16
.
|
Business Segments
|
|
Year Ended December 31,
|
||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
313,026
|
|
|
$
|
156,727
|
|
|
$
|
192,855
|
|
Interest expense, net
|
99,010
|
|
|
81,872
|
|
|
75,903
|
|
|||
Income tax expense
|
16,026
|
|
|
76,539
|
|
|
70,369
|
|
|||
Depreciation and amortization
|
111,671
|
|
|
106,893
|
|
|
107,411
|
|
|||
Corporate expenses
|
52,105
|
|
|
51,435
|
|
|
59,167
|
|
|||
Stock-based compensation
|
(22,697
|
)
|
|
116,339
|
|
|
56,233
|
|
|||
Non-operating park level expense, net:
|
|
|
|
|
|
||||||
Loss on disposal of assets
|
3,959
|
|
|
1,968
|
|
|
9,882
|
|
|||
Loss on debt extinguishment, net
|
37,116
|
|
|
2,935
|
|
|
6,557
|
|
|||
Other expense, net
|
271
|
|
|
1,684
|
|
|
223
|
|
|||
Park EBITDA
|
$
|
610,487
|
|
|
$
|
596,392
|
|
|
$
|
578,600
|
|
(Amounts in thousands)
|
Domestic
|
|
Foreign
|
|
Total
|
||||||
As of or for the year ended December 31, 2017
|
|
|
|
|
|
||||||
Long-lived assets
|
$
|
2,121,157
|
|
|
$
|
98,635
|
|
|
$
|
2,219,792
|
|
Revenues
|
1,240,018
|
|
|
119,056
|
|
|
1,359,074
|
|
|||
Income before income taxes
|
301,322
|
|
|
27,730
|
|
|
329,052
|
|
|||
As of or for the year ended December 31, 2016
|
|
|
|
|
|
||||||
Long-lived assets
|
$
|
2,111,839
|
|
|
$
|
83,636
|
|
|
$
|
2,195,475
|
|
Revenues
|
1,205,235
|
|
|
114,163
|
|
|
1,319,398
|
|
|||
Income before income taxes
|
216,205
|
|
|
17,061
|
|
|
233,266
|
|
|||
As of or for the year ended December 31, 2015
|
|
|
|
|
|
||||||
Long-lived assets
|
$
|
2,105,547
|
|
|
$
|
79,283
|
|
|
$
|
2,184,830
|
|
Revenues
|
1,144,917
|
|
|
119,021
|
|
|
1,263,938
|
|
|||
Income before income taxes
|
238,416
|
|
|
24,808
|
|
|
263,224
|
|
17
.
|
Quarterly Financial Information (Unaudited)
|
|
Year Ended December 31, 2017
|
||||||||||||||
(Amounts in thousands)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
$
|
99,528
|
|
|
$
|
422,372
|
|
|
$
|
580,418
|
|
|
$
|
256,756
|
|
Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders
|
(57,548
|
)
|
|
52,026
|
|
|
181,325
|
|
|
98,013
|
|
||||
Net (loss) income per weighted average common share outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.63
|
)
|
|
$
|
0.60
|
|
|
$
|
2.15
|
|
|
$
|
1.16
|
|
Diluted
|
(0.63
|
)
|
|
0.59
|
|
|
2.11
|
|
|
1.14
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
(Amounts in thousands)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
$
|
115,419
|
|
|
$
|
407,066
|
|
|
$
|
557,599
|
|
|
$
|
239,314
|
|
Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders
|
(46,935
|
)
|
|
60,887
|
|
|
102,482
|
|
|
1,868
|
|
||||
Net (loss) income per weighted average common share outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.51
|
)
|
|
$
|
0.65
|
|
|
$
|
1.11
|
|
|
$
|
0.02
|
|
Diluted
|
(0.51
|
)
|
|
0.64
|
|
|
1.09
|
|
|
0.02
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
(Amounts in thousands)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
$
|
85,155
|
|
|
$
|
386,065
|
|
|
$
|
575,261
|
|
|
$
|
217,457
|
|
Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders
|
(70,326
|
)
|
|
65,532
|
|
|
157,300
|
|
|
2,184
|
|
||||
Net (loss) income per weighted average common share outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.75
|
)
|
|
$
|
0.69
|
|
|
$
|
1.67
|
|
|
$
|
0.02
|
|
Diluted
|
(0.75
|
)
|
|
0.67
|
|
|
1.64
|
|
|
0.02
|
|
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
1,739,000
shares reserved for issuance under the Company's Employee Stock Purchase Plan and
5,498,000
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
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
Exhibit
Number
|
|
Exhibit Description
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
|
||
|
||
†
|
||
†
|
||
†
|
||
†
|
†
|
||
†
|
||
†
|
||
|
||
†
|
||
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
|
||
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†
|
||
†*
|
||
*
|
||
*
|
||
*
|
||
*
|
||
*
|
||
*
|
||
*
|
||
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
|
||
|
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 20, 2018
|
James Reid-Anderson
|
|
|
|
|
|
/s/ MARSHALL BARBER
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
February 20, 2018
|
Marshall Barber
|
|
|
|
|
|
/s/ MARIO CENTOLA
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
February 20, 2018
|
Mario Centola
|
|
|
|
|
|
/s/ KURT CELLAR
|
Director
|
February 20, 2018
|
Kurt Cellar
|
|
|
|
|
|
/s/ NANCY A. KREJSA
|
Director
|
February 20, 2018
|
Nancy A. Krejsa
|
|
|
|
|
|
/s/ JON L. LUTHER
|
Director
|
February 20, 2018
|
Jon L. Luther
|
|
|
|
|
|
/s/ USMAN NABI
|
Director
|
February 20, 2018
|
Usman Nabi
|
|
|
|
|
|
/s/ STEPHEN D. OWENS
|
Director
|
February 20, 2018
|
Stephen D. Owens
|
|
|
|
|
|
/s/ RICHARD W. ROEDEL
|
Director
|
February 20, 2018
|
Richard W. Roedel
|
|
|
Attention:
|
General Counsel
|
If to Executive:
|
At the Executive’s last residence shown
|
|
Year Ended December 31,
|
||||||||||||||||||
(Amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
313,026
|
|
|
$
|
156,727
|
|
|
$
|
192,855
|
|
|
$
|
113,489
|
|
|
$
|
156,324
|
|
Income tax expense (benefit)
|
16,026
|
|
|
76,539
|
|
|
70,369
|
|
|
46,522
|
|
|
47,601
|
|
|||||
Interest Expense
|
99,766
|
|
|
82,377
|
|
|
76,205
|
|
|
73,057
|
|
|
75,044
|
|
|||||
Loss on debt extinguishment, net
|
37,116
|
|
|
2,935
|
|
|
6,557
|
|
|
—
|
|
|
789
|
|
|||||
Estimated interest component of rental expense
|
4,517
|
|
|
3,476
|
|
|
3,133
|
|
|
3,153
|
|
|
3,298
|
|
|||||
Adjusted earnings
|
$
|
470,451
|
|
|
$
|
322,054
|
|
|
$
|
349,119
|
|
|
$
|
236,221
|
|
|
$
|
283,056
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Expense
|
$
|
99,766
|
|
|
$
|
82,377
|
|
|
$
|
76,205
|
|
|
$
|
73,057
|
|
|
$
|
75,044
|
|
Estimated interest component of rental expense
|
4,517
|
|
|
3,476
|
|
|
3,133
|
|
|
3,153
|
|
|
3,298
|
|
|||||
Total fixed charges
|
$
|
104,283
|
|
|
$
|
85,853
|
|
|
$
|
79,338
|
|
|
$
|
76,210
|
|
|
$
|
78,342
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charge
|
4.5
|
x
|
|
3.8
|
x
|
|
4.4
|
x
|
|
3.1
|
x
|
|
3.6
|
x
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Excess
|
$
|
366,168
|
|
|
$
|
236,201
|
|
|
$
|
269,781
|
|
|
$
|
160,011
|
|
|
$
|
204,714
|
|
Name of Subsidiary
|
|
Jurisdiction of Incorporation/Organization
|
9103-2359 Quebec Inc.
|
|
Canada
|
Assenzio S.r.l.
|
|
Italy
|
Entertainment Services Latam S.A. de C.V.
|
|
Mexico
|
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
|
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 Holdings Inc.
|
|
Delaware
|
Riverside Park Enterprises, Inc.
|
|
Massachusetts
|
SF HWP Management LLC
|
|
New York
|
SFG Holdings, Inc.
|
|
Delaware
|
SF Great America Holding LLC
|
|
Illinois
|
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
|
SFT Holdings, Inc.
|
|
Delaware
|
Six Flags America Inc.
|
|
Colorado
|
Six Flags America LP
|
|
Maryland
|
Six Flags America Property Corporation
|
|
Maryland
|
Six Flags Concord LLC
|
|
California
|
Six Flags Great Adventure LLC
|
|
New Jersey
|
Six Flags Great Escape L.P.
|
|
New York
|
Six Flags International Development Co.
|
|
Texas
|
Six Flags Mexico S.A. de C.V.
|
|
Mexico
|
Six Flags Oaxtepec S.A. de C.V.
|
|
Mexico
|
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 Park Commercial Consulting (Beijing) Co., Ltd.
|
|
China
|
Six Flags Services HK Limited
|
|
Hong Kong
|
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
Chairman, 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/ Marshall Barber
|
|
Marshall Barber
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
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(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
Chairman, 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/ Marshall Barber
|
|
Marshall Barber
Executive Vice President and Chief Financial Officer
|