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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

FORM 10-K
ý

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 20182020

o

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                        to

Commission File Number: 1-13703

sflogoa05.jpg

Graphic

SIX FLAGS ENTERTAINMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

13-3995059

(I.R.S. Employer Identification No.)

924 Avenue J East
Grand Prairie,

1000 Ballpark Way, Suite 400

Arlington, Texas

(Address of principal executive offices)

75050

76011

(Zip Code)

Registrant's

Registrant’s telephone number, including area code: (972) (972595-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock,stock, $0.025 par value $0.025 per share

SIX

New York Stock Exchange

Preferred Stock Purchase Rights

SIX

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1993. Yes ý    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o    No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

Accelerated filer

o

Non-accelerated filer o

Smaller reporting  company

o

Emerging growth company

o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.  

On the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter, the aggregate market value of the common stock of the registrant held by non-affiliates was approximately $5,573.7$1,628.2 million based on the closing price $70.05$19.21 of the common stock on The New York Stock Exchange on such date. Shares of common stock beneficially held by each executive officer and director have been excluded from this computation because these persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purposes.

On February 14, 2019,19, 2021, there were 84,074,57385,172,488 shares of common stock, par value $0.025, of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the information required in Part III by Items 10, 11, 12, 13 and 14 are incorporated by reference to the registrant'sregistrant’s proxy statement for the 20192021 annual meeting of stockholders, which will be filed by the registrant within 120 days after the close of its 20182020 fiscal year.

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TABLE OF CONTENTS

Page No.
1

Page
No.

Part I

Item 1

Business

1

Item 1A

Risk Factors

15

Item 1B

Unresolved Staff Comments

29

30

Legal Proceedings

30

Mine Safety Disclosures

31

Part II

Market for the Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

32

Selected Financial Data

34

Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

35

Quantitative and Qualitative Disclosures about Market Risk

49

Financial Statements and Supplementary Data

51

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

104

Controls and Procedures

104

Other Information

105

Part III

Directors, Executive Officers and Corporate Governance

106

Executive Compensation

106

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

106

Certain Relationships and Related Transactions and Director Independence

107

Principal Accounting Fees and Services

107

Part IV

108

Exhibits and Financial Statement Schedules

108

113


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the "Annual Report") and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.amended, including statements regarding (i) the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto including efficacy and deployment of the COVID-19 vaccines, (ii) the timing and conditions under which we may open our parks and our expectations regarding the continued operations of our parks, (iii) the operation of our parks in light of the COVID-19 pandemic including, among other things, the effectiveness of cost-saving and health and safety measures implemented in response to the COVID-19 pandemic, (iv) the adequacy of our cash flows from operations, available cash and available amounts under our credit facilities to meet our liquidity needs, including in the event of a prolonged closure of one or more of our parks, (v) our ability to improve operating results, profitability and resilience by adopting and implementing a new strategic plan, including strategic cost reductions and organizational and personnel changes, without adversely affecting our business, (vi) our plans and ability to roll out our capital enhancements and planned initiatives in a timely and cost effective manner, and our expectations regarding the anticipated timing, costs, benefits and results of such enhancements and initiatives, (vii) our plans and expectations regarding future actions and initiatives to increase profitability, including expectations regarding the anticipated focus, timing, costs, benefits and results of our transformation plan, as well as our incremental annual run-rate Adjusted EBITDA and anticipated earnings baseline resulting from the plan; (viii) the extent to which having parks in many geographical locations protects our consolidated results against the effects of adverse weather and other events, (ix) our ongoing compliance with laws and regulations, and the effect of and cost and timing of compliance with newly enacted laws, regulations and accounting policies, (x) our ability to obtain additional financing, (xi) our expectations regarding future interest payments, (xii) our expectations regarding the effect of certain accounting pronouncements, (xiii) our expectations regarding the cost or outcome of any litigation or other disputes, (xiv) our annual income tax liability and the availability of net operating loss carryforwards and other tax benefits, (xv) our expectations regarding uncertain tax positions, (xvi) our expectations regarding our deferred revenue growth, and (xvii) our expectations regarding our employee recruitment, development, engagement or retention programs and initiatives. Forward-looking statements include all statements that are not historical facts and can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," "may," "should," "could" and variations of such words or similar expressions.

Forward-looking statements are based on our current beliefs, expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are by their nature, subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. Therefore, we caution you that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, but are not limited to, statements we make regarding: (i)among others, the adequacy of cash flows from operations, available cash and available amounts under our credit facilities to meet our future liquidity needs, (ii) our ability to roll out our capital enhancements and planned initiatives in a timely and cost effective manner, (iii) our ability to improve operating results by implementing strategic cost reductions and organizational and personnel changes without adversely affecting our business, (iv) our dividend policy and ability to pay dividends on our common stock, (v) the effect of and cost and timing of compliance with newly enacted laws, regulations and accounting policies, and (vi) our operations and results of operations. Additional important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions and include, but are not limited to, the following:

factors impacting attendance, such as local conditions, natural disasters,contagious diseases, including the COVID-19 pandemic, or the perceived threat of contagious diseases, events, disturbances and terrorist activities;

regulations and guidance of federal, state and local governments and health officials regarding the response to the COVID-19 pandemic, including with respect to business operations, safety protocols and public gatherings (such as voluntary and in some cases, mandatory, quarantines as well as shut downs and other restrictions on travel and commercial, social and other activities);

political or military events;

recall of food, toys and other retail products sold at our parks;

accidents or contagious disease outbreaks occurring at our parks or other parks in the industry and adverse publicity concerning our parks or other parks in the industry;

availability of commercially reasonable insurance policies at reasonable rates;

inability to achieve desired improvements and financial performance targets set forth in our aspirational financial performance goals;

adverse weather conditions such as excess heat or cold, rain and storms;

general financial and credit market conditions;conditions, including our ability to access credit or raise capital;

economic conditions (including customer spending patterns);

changes in public and consumer tastes;

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construction delays in capital improvements or ride downtime;

competition with other theme parks, and waterparks and entertainment alternatives;

dependence on a seasonal workforce;

unionization activities and labor disputes;

laws and regulations affecting labor and employee benefit costs, including increases in state and federally mandated minimum wages, and healthcare reform;

environmental laws and regulations;

laws and regulations affecting corporate taxation;

pending, threatened or future legal proceedings and the significant expenses associated with litigation;

cybersecurity

cyber security risks; and

other factors or uncertainties described in "Item 1A. Risk Factors" included elsewhere inof this Annual Report.

A more complete discussion of these factors and other risks applicable to our business is contained in "Part I, Item"Item 1A. Risk Factors" included elsewhere inof this Annual Report. All forward-looking statements in this report, or that are made on our behalf by our directors, officers or employees related to the information contained herein, apply only as of the date of this report or as of the date they were made. While we believe that the expectations reflected in such forward-looking statements are reasonable, we can givemake no assurance that such expectations will be realized and actual results could vary materially. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation, except as required by applicable law, to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Additionally, the continued impact of the COVID-19 pandemic could heighten many of the risk factors described herein.

*        *        *        *        *

As used in this Annual Report, unless the context requires otherwise, the terms "we," "our," "Six Flags," "the Company" and "SFEC" refer collectively to Six Flags Entertainment Corporation and its consolidated subsidiaries, and "Holdings" refers only to Six Flags Entertainment Corporation, without regard to its consolidated subsidiaries.

Looney Tunes characters, names and all related indicia are trademarks of Warner Bros., a division of Time Warner Entertainment Company, L.P. WarnerMedia owned by AT&T Inc. Batman, Superman and Wonder Woman and all related characters, names and indicia are copyrights and trademarks of DC Comics. Six Flags and all related indicia are registered trademarks of Six Flags Theme Parks Inc.


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PART I

ITEM 1.BUSINESS

PART I

ITEM 1.BUSINESS

Introduction

We are the largest regional theme park operator in the world and the largest operator of waterparks in North America based on the number of parks we operate. Of our 2526 regional theme parks and waterparks, 2223 are located in the United States, two are located in Mexico and one is located in Montreal, Canada. Our U.S. parks serve each of the top 1011 designated market areas, as determined by a survey of television households within designated market areas published by A.C. Nielsen Media Research in September 2018.2019. Our diversified portfolio of North American parks serves an aggregate population of approximately 130145 million people and 230250 million people within a radius of 50 miles and 100 miles, respectively, with some of the highest per capita gross domestic product in the U.S.

Our parks occupy approximately 5,9006,000 acres of land, and we own approximately 800700 additional acres of other potentially developable land.land with development potential. Our parks are located in geographically diverse markets across North America. Our parks generally offer a broad selection of state-of-the-art and traditional thrill rides, water attractions, themed areas, concerts and shows, restaurants, game venues and retail outlets, and thereby provide a complete family-oriented entertainment experience. In the aggregate, during 2018,2020, our parks offeredcontained approximately 920940 rides, including over 150 roller coasters, making us the leading provider of "thrill rides" in the industry.

In 1998, we acquired the former Six Flags Entertainment Corporation ("Former SFEC", a corporation that has been merged out of existence and that had always been a separate corporation from Holdings), which had operated regional theme parks and waterparks under the Six Flags name for nearly forty years and established an internationally recognized brand name. We own the "Six Flags" brand name in the U.S. and foreign countries throughout the world. To capitalize on this name recognition, 2122 of our parks are branded as "Six Flags" or "Hurricane Harbor" parks, and in 2014, we also began the development, with third-party partners,a third party partner, of a Six Flags-branded parks outside of North America.

theme park in Saudi Arabia.

We hold exclusive long-term licenses for theme park usage of certain Warner Bros. and DC Comics characters throughout the U.S. (except the Las Vegas metropolitan area), Canada, Mexico and other countries. These characters include Bugs Bunny, Daffy Duck, Tweety Bird, Yosemite Sam, Batman, Superman, The Joker, Wonder Woman, The Flash, Green Lantern, Harley Quinn, Aquaman, and others. We use these characters to market our parks and to provide an enhanced family entertainment experience. Our licenses include the right to sell merchandise featuring the characters at the parks, and to use the characters in our advertising, as walk-around characters and in theming for rides, attractions and retail outlets. We believe using these characters promotes increased attendance, supports higher ticket prices, increases lengths-of-stay and enhances in-park sales.

We believe our parks benefit from limited direct theme park competition. A limited supply of real estate appropriate for theme park development, substantial initial capital investment requirements, long development lead-time, and zoning restrictions provide each of our parks with a significant degree of protection from competitive new theme park openings. Based on our knowledge of the development of our own and other regional theme parks, we estimate it would cost $500 million to $700 million and would take a minimum of four years to construct a new regional theme park comparable to one of our major Six Flags-branded theme parks.

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The impact of the COVID-19 pandemic on our business has been more substantial than any other event throughout our history. In response to the COVID-19 pandemic, federal, state and local governments implemented significant restrictions on travel, social conduct and business operations, including mass quarantine and social distancing mandates and orders. The pandemic and these containment measures have had, and may continue to have, a material negative impact on our business and financial performance. On March 13, 2020, we temporarily suspended operations at all our theme parks and waterparks due to the COVID-19 pandemic. Through concerted action, we quickly implemented plans to mitigate the crisis and position us for future success while ensuring the health and safety of our employees and guests. As a result of these actions, all of our theme parks and some of our waterparks operated in at least some capacity for a portion of the season, albeit pursuant to reduced capacity and other operating limitations. Highlights included (i) implementation of cost controls, including company-wide salary reductions, and curtailed advertising, marketing and capital expenditures, (ii) strengthening of liquidity, including increased revolving credit, suspended testing of certain covenants in our credit facility, and raising of additional debt, (iii) development of industry-leading safety measures, including a reservation system to control park capacity, protocols to ensure proper social distancing, contactless security, and enhanced sanitization measures, (iv) development of measures to retain our season pass holders and members, including extending all 2020 season passes through the end of 2021, offering members the option to pause payments, and offering higher-tiered benefits to members who maintain their payment schedule, and (v) creation of new sources of revenue including the Six Flags Wild Safari Drive-Through Adventure, Six Flags Discovery Kingdom Marine World Experience and Holiday in the Park Drive-Through and Walk-Through Experiences.

Transformation Plan

Prior to the pandemic, we initiated a transformation plan. The transformation plan consists of five revenue initiatives and three cost initiatives designed to improve our core operational effectiveness and to support our strategy, delivering sustainable value creation over time. Our strategy is to create thrilling, memorable experiences at our regional parks, delivered by a diverse and empowered team, through industry-leading innovation and technology. The strategy is driven by three focus areas: (i) modernizing the guest experience through technology, (ii) continuously improving operational efficiency, and (iii) driving financial excellence. We plan to focus on our core business over the next two to three years; during this time, we will be cautious about expanding into adjacent domestic markets or entering into new international agreements.

Due to the outbreak of the COVID-19 pandemic in early 2020 and the resulting park closures, management redirected its focus on steering us through this crisis, causing a delay in our transformation plan. However, in the latter half of 2020, we made significant progress on each of the initiatives. For example, in October 2020, we reduced our full-time headcount costs by approximately 10%. We closed two satellite offices; initiated centralized negotiations with several vendors to reduce procurement costs; and piloted a model to optimize park level variable labor. From a revenue perspective, we improved our menu assortment, pricing and merchandizing strategy; developed a new tool to optimize media spending; improved our website; and made progress on our initiative to attract more single day visitors.

We expect the transformation plan to generate an incremental $80 to $110 million in annual run-rate Adjusted EBITDA. We expect to realize $30 to $35 million of benefits in 2021, independent of attendance levels, and to achieve the remaining benefits through incremental revenue opportunities and lower variable costs once the plan is fully implemented and the Company is operating in a normal business environment. Relative to the mid-point of the Company’s pre-pandemic guidance range of $450 million, this implies a new earnings baseline of $530 to $560 million once the plan is fully implemented and the Company is operating in a normal business environment.

Description of Parks and Segment Information

Our parks provide similar products and services through a similar process to the same class of customer through a consistent method. We also believe our parks share common economic characteristics. Based on these factors, we have only one reportable segment—theme parks. The following chart summarizes key business and geographical information about our parks.


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Name of Park and Location

Description

Designated


Market Area and
Rank*

Population Within


Radius from

Park Location

External Park Competition / Location /


Approximate Distance

Frontier City

Six Flags Hurricane Harbor Oklahoma City
Oklahoma City, OK

White Water Bay
Oklahoma City, OK

113 acres—


theme park


24 acres—

waterpark

Oklahoma City (45)

1.6 million—50 miles
2.9
3.0
million—100 miles

Andy Alligator'sAlligator’s Water Park /


Norman, OK / 20 miles

La Ronde


Montreal, Canada

146 acres—theme
park

N/A

4.7

4.3 million—50 miles

6.1
6.3
million—100 miles

Quebec City Water Park /


Quebec City, Quebec, Canada / 130 miles

Canada's
Canada’s
Wonderland /

Vaughan, Ontario, Canada / 370 miles

Six Flags Hurricane Harbor Rockford

Rockford, IL

43 acres—waterpark

Chicago (3)

Milwaukee (36)

2.7 million—50 miles
13.7 million—100 miles

Several waterparks /
Wisconsin Dells Area / 120 miles

Six Flags America


Largo, MD

515 acres—combination theme park and waterpark and approximately 300 acres of potentially developable land

Washington, D.C. (6)


Baltimore (26)

8.4

8.5 million—50 miles

14.1
14.0
million—100 miles

Kings Dominion /


Doswell, VA (near Richmond) / 120 miles


Hershey Park /

Hershey, PA / 130 miles


Busch Gardens /

Williamsburg, VA / 180 miles

Six Flags Darien Lake


Darien, NY

982 acres— combination theme park and waterpark, hotel and campground

Buffalo (52)

2.6 million—50 miles


10.9 million—100 miles

Marineland /


Niagara Falls, Ontario, Canada / 50 miles


Fantasy Island /

Grand Island, NY / 40 miles

Six Flags Discovery
Kingdom


Vallejo, CA


Six Flags Hurricane
Harbor Concord

Concord, CA


159 acres— separately gated theme park with marine and land animal exhibits, and waterpark on 135 acres and 24 acres, respectively

San Francisco / Oakland (8)


Sacramento (20)

6.5

6.4 million—50 miles

12.2
12.0
 million—100 miles

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

Six Flags Fiesta Texas


San Antonio, TX

220 acres—combination theme park and waterpark

Houston (7)


San Antonio (31)

Austin (40)

2.6

2.8 million—50 miles

4.8
5.1
 million—100 miles

Sea World of Texas /


San Antonio, TX / 20 miles


Schlitterbahn /

New Braunfels, TX / 30 miles

Six Flags Great Adventure &


Safari /

Six Flags Hurricane Harbor

Jackson, NJ

2,200

2,111 acres—separately gated theme park/safari and waterpark and approximately 456367 acres of potentially developable land

New York City (1)


Philadelphia (4)

13.8

14.5 million—50 miles

29.7
29.6
 million—100 miles

Hershey Park /


Hershey, PA / 150 miles


Dorney Park /

Allentown, PA / 80 miles

Morey's
Morey’s
Piers Wildwood /

Wildwood, NJ / 100 miles


Coney Island /

Brooklyn, NY / 80 miles

American Dream Park

East Rutherford, NJ / 70 miles

Six Flags Great America


Gurnee, IL

304 acres—combination theme park and waterpark and approximately 30 acres of potentially developable land

Chicago (3)


Milwaukee (36)

8.8

9.0 million—50 miles


13.9 million—100 miles

Kings Island /


Cincinnati, OH / 350 miles


Cedar Point /

Sandusky, OH / 340 miles


Several waterparks /

Wisconsin Dells Area / 170 miles

Six Flags Hurricane Harbor
Oaxtepec, Mexico

67 acres—waterpark

N/A

21.4

22.6 million—50 miles

30.7
32.6
 million—100 miles

El Rollo /


Tlaquiltenango, Mexico / 20 miles


Parque Acuatico Ojo de Agua /

Temixco, Mexico / 20 miles


Ixtapan Aquatic Park /

Ixtapan de la Sal, Mexico / 50 miles

Six Flags Hurricane Harbor Phoenix


Glendale, AZ

33 acres—waterpark

Phoenix (12)

4.4

4.9 million—50 miles

4.8
5.2
million—100 miles

Big Surf /


Tempe, AZ / 30 miles


Golfland Sunsplash /

Mesa, AZ / 40 miles


Castles & Coasters /

Phoenix, AZ / 10 miles


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Name of Park and Location

Description

Designated


Market Area
and Rank*

Population Within


Radius from

Park Location

External Park Competition / Location /


Approximate Distance

Six Flags Hurricane Harbor
Splashtown


Spring, TX

46 acres—waterpark

Houston (7)

6.6

7.1 million—50 miles

8.0
8.1
million—100 miles

Big Rivers Waterpark /


New Caney, TX / 20 miles


Typhoon Texas Water Park /

Katy, TX / 40 miles


Schlitterbahn Galveston /

Galveston, TX / 70 miles

Six Flags Magic Mountain /

Six Flags Hurricane Harbor


Valencia, CA

262 acres—separately gated theme park and waterpark on 250 acres and 12 acres, respectively

Los Angeles (2)

10.5

10.2 million—50 miles
19.0
18.6
 million—100 miles

Disneyland Resort /


Anaheim, CA / 60 miles


Universal Studios Hollywood /

Universal City, CA / 20 miles

Knott's
Knott’s
Berry Farm / Soak City USA

Buena Park, CA / 50 miles


Sea World of California /

San Diego, CA / 150 miles


Legoland /

Carlsbad, CA / 130 miles


Raging Waters /

San Dimas, CA / 50 miles

Six Flags Mexico


Mexico City, Mexico

110 acres—theme park

N/A

24.5 million—50 miles

33.0
33.2
 million—100 miles

Mexico City Zoo /


Mexico City, Mexico / 10 miles


La Feria /

Mexico City, Mexico / 10 miles

Six Flags New England


Agawam, MA

262 acres—combination theme park and waterpark

Boston (9)


Hartford / New Haven (33)

Providence (53)

Springfield (108)

3.4

3.2 million—50 miles

16.6
16.8
 million—100 miles

Lake Compounce /


Bristol, CT / 50 miles


Canobie Lake Park /

Salem, NH / 140 miles

Six Flags Over Georgia


Austell, GA


Six Flags White Water
Atlanta

Marietta, GA

352 acres—separately gated theme park and waterpark on 283 acres and waterpark on 69 acres, respectively

Atlanta (10)

5.8

6.2 million—50 miles

9.0
8.8
 million—100 miles

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

Six Flags Over Texas /


Six Flags Hurricane Harbor

Arlington, TX

264 acres—separately gated theme park and waterpark on 217 and 47 acres, respectively

Dallas/Fort Worth (5)

7.1

7.4 million—50 miles

8.4
8.8
million—100 miles

Sea World of Texas /


San Antonio, TX / 280 miles


NRH2O Water Park /

North Richland Hills, TX / 10 miles


Epic Waters /

Grand Prairie, TX / 5 miles


Hawaiian Falls Water parks /

Multiple Locations / 15 - 35 miles

Six Flags St. Louis


Eureka, MO

320 acres—combination theme park and waterpark and approximately 17 acres of potentially developable land

St. Louis (21)

2.8 million—50 miles
4.0
4.1
 million—100 miles

Worlds of Fun /


Kansas City, MO / 250 miles


Silver Dollar City /

Branson, MO / 250 miles


Holiday World /

Santa Claus, IN / 150 miles

The Great Escape and Hurricane Harbor /


Six Flags Great Escape
Lodge & Indoor Waterpark

Queensbury, NY

345 acres—combination theme park and waterpark, plus 200 room hotel and 38,000 square foot indoor waterpark

Albany (60)(59)

1.1 million—50 miles

3.1
3.0
 million—100 miles

Huck Finn'sFinn’s Playland /


Albany, New York / 60 miles


Several hotels/indoor waterparks /

Poconos and New England Areas / 200 miles

*

*

Based on a September 22, 2018 28, 2019survey of television households within designated market areas published by A.C. Nielsen Media Research.


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Partnership Park Arrangements

In connection with our 1998 acquisition of Former SFEC, we guaranteed certain obligations relating to Six Flags Over Texas ("SFOT") and Six Flags Over Georgia, including Six Flags White Water Atlanta ("SFOG", and together with SFOT, the "Partnership Parks"). These obligations continue until 2027, in the case of SFOG, and 2028, in the case of SFOT. Such obligations include (i) minimum annual distributions (including rent) of approximately $72.5$75.2 million in 20192021 (subject to cost of living adjustments in subsequent years) to the limited partners in the Partnerships Parks (based on our ownership of units as of December 31, 2018,2020, our share of the distribution will be approximately $31.7$33.3 million) and (ii) minimum capital expenditures at each park during rolling five-year periods based generally on 6% of Partnership Park revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put").

After payment of the minimum distribution, we are entitled to a management fee equal to 3% of prior year gross revenues and, thereafter, any additional cash will be distributed first to management fee in arrears, then repayment of any interest and principal on intercompany loans, with any additional cash being distributed 95% to us, in the case of SFOG, and 92.5% to us, in the case of SFOT.

The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (i) a valuation for each of the respective Partnership Parks derived by multiplying such park'spark’s weighted average four year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0(8.0 in the case of SFOG and 8.5 in the case of SFOT) and (ii) a valuation derived from the highest prices previously paid for the units of the Partnership Parks by certain entities. In light of the temporary suspension of operations of the Partnership Parks due to the COVID-19 pandemic in March 2020, which would cause the value of the limited partnership units of the Partnership Parks to decrease in 2021 and thereafter, we adjusted our annual offer to purchase these units to set a minimum price floor for all future purchases. Pursuant to the valuation methodologies described in the preceding sentence, the Specified Price for the Partnership Parks, if determined as of December 31, 2018,2020, is $408.3$409.7 million in the case of SFOG, and $520.5$527.4 millionin the case of SFOT. As of December 31, 2018,2020, we owned approximately 31.0%31.4% and 53.2%53.9% of the Georgia limited partner interests and Texas limited partner interests, respectively. The remaining redeemable units of approximately 69.0%68.6% and 46.8%46.1% of the Georgia limited partner and Texas limited partner, respectively, represent a current redemption value for the limited partnership units of approximately $525.3$523.4 million.

Pursuant to the 20182020 annual offer, we did not purchase anypurchased 0.375 units from the Georgia partnership for approximately $1.5 million and we purchased 0.17501.5675 units from the Texas partnership for approximately $0.4$3.4 million in May 2018.2020. The $350 million accordion feature on the Second Amended and Restated Term Loan B under the Second Amended and Restated Credit Facility (as defined in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources"Note 8 to the consolidated financial statements included elsewhere in Item 7 of this Annual Report) is available for borrowing for future "put" obligations if necessary.

In connection with our acquisition of the Former SFEC, we entered into the Subordinated Indemnity Agreement with certain of the Company'sCompany’s entities, Time Warner, and an affiliate of Time Warner (an indirect subsidiary of AT&T Inc. as a result of a merger in 2018), pursuant to which, among other things, we transferred to Time Warner (which has guaranteed all of our obligations under the Partnership Park arrangements) record title to the corporations whichthat own the entities that have purchased and will purchase limited partnership units of the Partnership Parks, and we received an assignment from Time Warner of all cash flow received on such limited partnership units, and we otherwise control such entities. In addition, we issued preferred stock of the managing partner of the partnerships to Time Warner. In the event of a default by us under the Subordinated Indemnity Agreement or of our obligations to our partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. If we satisfy all such obligations, Time Warner is required to transfer to us the entire equity interests of these entities. The 2018 merger of Time Warner and AT&T Inc. did not affect the Time Warner guarantee of our obligations under the Subordinated Indemnity Agreement.

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We incurred $21.2$9.1 million of capital expenditures at these parks during the 20182020 season, and intend to incur approximately $17 million of capital expenditures at these parks for the 2019 season, an amount in excess of the minimum required expenditure.expenditure in 2021. Cash flows from operations at the Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements before any funds are required from us. The two partnerships generatedused approximately $77.6$8.4 million of cash in 2018 from2020 in operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings, as the case may be. As of December 31, 20182020 and 2017,2019, we had total loans receivable outstanding of $239.3$288.3 million and $239.3 million, respectively, from the partnerships that own the Partnership Parks. The proceeds from these loans were primarily used to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements and distributions to the limited partners in prior years.


partners.

Marketing and Promotion

We attract visitors through multi-mediamultichannel marketing and promotional programs for each of our parks. The programs are designed to attract guests and enhance the Six Flags brand name and are tailored to address the different characteristics of our various markets and to maximize the impact of specific park attractions and product introductions. All marketingMarketing and promotional programs are updated or completely changedreplaced each year to address new developments. These initiatives are supervised by our Senior Vice President, Marketingsenior marketing and Sales,sales leadership teams, with the assistance of our senior management and advertising and promotion agencies.

We also develop alliance, sponsorship and co-marketing relationships with well-known national, regional and local consumer goods companies and retailers to supplement our advertising efforts and to provide attendance incentives in the form of discounts.

We also arrange for popular local radio and television programs to be filmed or broadcast live from our parks.

During 2013, we launchedoffer a monthly membership program. During 2018, we enhanced the membership program by offeringwith four premium priced tiers with enhanced benefits and launched a membership loyalty program, which entitles certain members to earn points that may be redeemed for park-related rewards. Membership and season pass sales establish an attendance base in advance of the season, reducing exposure to inclement weather and providing other benefits. In general, a season pass holder or member contributes higher aggregate revenue and profitability to the Company over the course of a year compared to a single day ticket guest because a season pass holder or member pays a higher ticket price and contributes to in-park guest spending over multiple visits. Additionally, guests enrolled in our membership program and season pass holders often bring paying guests and generate "word-of-mouth" advertising for the parks. Season pass and membership attendance constituted approximately 63% in both 2018 and 2017 and 60% in 201656% of the total attendance at our parks.
At timesparks in 2020 and 63% of the total attendance at our parks in both 2019 and 2018.

Our season pass holders and members are among our most valuable customers. To incentivize members to maintain their patronage and loyalty during the pandemic, we offer discounts onoffered one bonus month for each month that they paid while their home park was closed. Members that continued to make their monthly membership payments also received a free upgrade to the next tier of membership valid until the end of 2022. In recognition of the unique challenges many of our guests faced due to the pandemic, we offered all of them the opportunity to pause their memberships (and payments) until their home park opens in 2021. All 2020 season passes, multi-visitpass holders received a free extension of their pass until the end of the 2021 season, along with a variety of in-park benefits to recognize their loyalty and continued commitment to the Company.

Our Group Sales team offers discounted tickets ticketsand catered meals for specific dates and tickets to affiliatedlarge groups such as businesses, schools, and religious, fraternal and similar organizations.

We also implementuse promotional programs as a means of targeting specific market segments and locations not generally reached through group or retail sales efforts. The promotional programs utilize coupons, sweepstakes, reward incentives and rebates to attract additional visitors. These programs are implemented through online promotions, digital and social marketing activities, search engine marketing, radio and television advertising, direct mail, telemarketing, direct-response media,and sponsorship marketing and targeted multi-media programs.marketing. The special promotional offers are usually available for a limited time and offer a reduced admission price or provide some additional incentive to purchase a ticket.

Licenses

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Licenses

We have the exclusive right on a long-term basis to theme park usage of the Warner Bros. and DC Comics animated characters throughout the U.S. (except for the Las Vegas metropolitan area), Canada, Mexico and certain other countries. In particular, our license agreements entitle us to use, subject to customary approval rights of Warner Bros. and, in limited circumstances, approval rights of certain third parties, all animated, cartoon and comic book characters that Warner Bros. and DC Comics have the right to license, including Batman, The Joker, Superman, Wonder Woman, The Flash, Green Lantern, Harley Quinn,Aquaman, Aquaman, Bugs Bunny, Daffy Duck, Tweety Bird and Yosemite Sam. They also include the right to sell merchandise using the characters. In addition to annual license fees, we are required to pay a royalty fee on any merchandise manufactured by or for us and sold that use the licensed characters. Warner Bros. has the right to terminate the license agreements under certain circumstances, including if any persons involved in the movie or television industries obtain control of us or, in the case of Warner Bros., upon a default under the Subordinated Indemnity Agreement.

Park Operations

We currently operate in geographically diverse markets in North America. The parks are generallyEach park is managed by a park president who reports to a senior vice president of the Company. The park presidents areis responsible for all operations and management of the individual parks.park. Each park president directs a full-time, on-site management team. Local advertising, ticket sales, community relations and hiring and training of personnel are the responsibility of individual park management in coordination with corporate support teams.

Each park president directs a full-time, on-site management team. Each management team includes senior personnel responsible for operations and maintenance; in-park food, beverage, merchandising and games; marketing and promotion; sponsorships;sales; human resources and finance. Finance directors at our parks report to a corporate senior vice president of the Company, and, with their support staff, provide financial services to their respective parks and park management teams. Park management compensation structures are designed to provide financial incentives for individual park managers to execute our strategy and to maximize revenue and free cash flow.

Our parks are generally open daily from Memorial Day through Labor Day. In addition, most of our parks are open weekends prior to and following their daily seasons, often in conjunction with themed events such as Fright Fest® and Holiday in the Park®. Due to their location, certain parks have longer operating seasons. Six Flags Magic Mountain operates year-round, and our parks in Mexico, Six Flags Fiesta Texas and Six Flags Over Texas operate weekends year-round outside of their traditional operating season. Typically, the parks charge a basic daily admission price that allows unlimited use of all rides and attractions, although in certain cases special rides and attractions


require the payment of an additional fee. Our Six Flags Magic Mountain park operates 365 days

We suspended operations of our parks beginning on March 13, 2020, due to the spread of COVID-19 and local government mandates, which had a significant negative impact on the Company’s financial performance. We resumed partial operations at many of our parks on a staggered basis near the end of the second quarter using a cautious and phased approach, including limiting attendance, in accordance with local conditions and government guidelines. Attendance trends in 2020 continued to improve throughout the year, increasing from 35% of prior year levels in the third quarter to 51% in the fourth quarter, for the parks that were open. Several of our parks modified their operations by providing drive-through or walk-through experiences for the holiday season, and our parks in Mexico were able to operate weekends year-round outsidefor a portion of their traditionalthe fourth quarter. As a result, all of the Company’s theme parks and some of its water parks operated in at least some capacity for a portion of the season, albeit pursuant to reduced capacity and other operating season. Beginninglimitations. Comparisons of open parks to prior year in January 2019, ourthe third quarter exclude attendance from Six Flags Fiesta Texas park will operate weekends year-round outsideDiscovery Kingdom and Six Flags Great America, as these parks had modified operations with minimal attendance in the third quarter of its traditional operating season.

2020.

See Note 1517 to the consolidated financial statements included elsewhere in this Annual Report for information concerning revenues and long-lived assets by domestic and international categories.

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Capital Improvements and Other Initiatives

We regularly make capital investments primarily for new rides and attractions in our parks, which total approximately 9% of revenues annually.parks. We purchase both new and used rides and attractions. On occasion, we also relocate rides among parks to provide fresh attractions. We believe the selective introduction of new rides and attractions, including family entertainment attractions, is an important factor in promoting each of the parks to draw higher attendance and encourage longer visits, which can lead to higher in-park sales.

During 2018, we (i) added the world’s first single rail coaster at Six Flags Fiesta Texas (San Antonio, TX); (ii) added the world’s tallest pendulum ride at Six Flags Magic Mountain (Valencia, CA); (iii) added a first-of-its-kind in North America, triple box spinning ride at Six Flags Great Adventure (Jackson, NJ) and Six Flags Over Texas (Arlington, TX); (iv) debuted Twisted Cyclone, a hybrid roller coaster at Six Flags Over Georgia (Austell, GA); (v) added a 70 miles-per-hour pendulum ride at Six Flags New England (Agawam, MA); (vi) added a 4D Free Fly Coaster at Six Flags Mexico (Mexico City); (vii) debuted an adventure river at Six Flags America (Largo, MD); (viii) added the world’s first-of-its-kind inverted coaster at Six Flags Discovery Kingdom (Vallejo, CA); (ix) added the world’s largest loop coaster at Six Flags Great America (Gurnee, IL); (x) added a hybrid, zero-gravity slide complex at Six Flags St. Louis (Eureka, MO); (xi) added a classic spinning attraction at The Great Escape and Splashwater Kingdom (Queensbury, NY); (xii) added a new family thrill ride at La Ronde (Montreal, Canada); (xiii) debuted a new family interactive water play attraction at Six Flags Hurricane Harbor Concord (Concord, CA); and (xiv) introduced five new domestic parks, Frontier City and Whitewater Bay (Oklahoma City, OK), Wet 'n' Wild Splashtown (Houston, TX), Wet 'n' Phoenix (Phoenix, AZ), and Darien Lake (Buffalo, NY).
Planned initiatives for 2019 include (i) the world's first racing launch coaster at Six Flags Magic Mountain (Valencia, CA); (ii) one of the world's largest pendulum rides at Six Flags Great Adventure (Jackson, NJ); (iii) the fastest accelerating launch coaster in North America at Six Flags Great America (Gurnee, IL); (iv) a 4D Free Fly Coaster at Six Flags Discovery Kingdom (Vallejo, CA); (v) the world's largest spinning pendulum ride at Six Flags Fiesta Texas (San Antonio, TX); (vi) a new family area with six brand new attractions at Six Flags Mexico (Mexico City, Mexico) and a new racing slide at Six Flags Hurricane Harbor Oaxtepec (Oaxtepec, Mexico); (vii) the world's largest loop coaster at Six Flags Over Texas (Arlington, Texas); (viii) a new dark ride attraction at Six Flags New England (Agawam, MA); (ix) a new kids area at Frontier City (Oklahoma City, OK); (x) the tallest swinging pendulum ride in the Southeast at Six Flags Over Georgia (Austell, GA); (xi) a loop coaster at La Ronde (Montreal, Canada); (xii) a new whirling wheel attraction at Six Flags St. Louis (Eureka, MO); (xiii) two new family attractions and rebranding the waterpark to Hurricane Harbor at The Great Escape (Queensbury, NY); (xiv) new trains and theming for the Firebird coaster at Six Flags America (Largo, MD); (xv) a swing ride at Six Flags Darien Lake, the tallest thrill ride in New York, (Buffalo, NY); (xvi) a new six story wave wall slide at Hurricane Harbor Splashtown (Houston, TX); (xvii) rebranding Wet 'n' Wild Phoenix, Wet 'n' Wild Splashtown, and Darien Lake to Six Flags Hurricane Harbor Phoenix, Six Flags Hurricane Harbor Splashtown, and Six Flags Darien Lake, respectively; and (xviii) introducing our twenty-sixth park with the acquisition of Magic Waters Waterpark (Rockport, IL).
In addition, to new rides and attractions,each year we make other capital improvements. We generally make capital investments in the food, retail, games and other in-park areas to increase guest spending per capita guest spending.capita. We also make annual enhancements in theto theming and landscaping of our parks in order to provide a more complete family-oriented entertainment experience. Each year, weexperience, and invest in our information technology infrastructure which helps enhance ourto attain operational efficiencies. MaintenanceWe regularly perform maintenance capital expenditures are planned on an annual basisenhancements, with most expenditures made during the off-season. Repairs and maintenance costs for materials and services associated with maintaining assets, such as painting and inspecting existing rides, are expensed as incurred and are not included in capital expenditures.
Also

In response to curtailed operations, and to preserve our liquidity position and prepare for multiple contingencies, we took actions to reduce operating expenses and defer or eliminate certain discretionary capital projects planned for 2020 and 2021. We deferred or eliminated $50 to $60 million of our discretionary capital improvement projects planned for 2020. We are currently planning to complete the installation of many of the rides and attractions planned for 2020 during 2019,the 2021 season, but will remain flexible regarding the completion of these projects.

We believe the selective introduction of new rides and attractions, including family entertainment attractions, together with making general investments in the appearance and infrastructure of our parks, are important factors in promoting each of the parks to draw higher attendance and encourage longer visits, which can lead to higher in-park sales. We opened one of the world’s tallest pendulum rides at Six Flags Mexico (Mexico City, Mexico) during 2020. All other previously announced rides and attractions had openings deferred until 2021 or later.

Planned initiatives for 2021 include (i) the tallest, fastest and longest single rail coaster at Six Flags Great Adventure (Jackson, NJ); (ii) a record breaking water coaster at Six Flags Hurricane Harbor Gurnee (Gurnee, IL); (iii) a pendulum ride at Six Flags America (Largo, MD); (iv) a high-flying 360-degree rotating ride that stands 16 stories high at The Great Escape (Queensbury, NY); (v) a new seven-story spinning ride at Six Flags New England (Agawam, MA); (vi) the Midwest’s first tailspin waterslide at Six Flags Hurricane Harbor Rockford (Rockford, IL); (vii) a new 12,000 square-foot activity pool at Six Flags Hurricane Harbor Phoenix (Glendale, AZ); (viii) a four-story slide complex featuring three new waterslides at Six Flags Hurricane Harbor Arlington (Arlington, TX); (ix) a six-story waterslide complex at Six Flags Hurricane Harbor Splashtown (Houston, TX); (x) the tallest ride-of-its-kind aerial flying machine ride at Six Flags Fiesta Texas, (San Antonio, TX); (xi) rebranding Magic Waters and White Water Bay to Six Flags Hurricane Harbor Rockford and Six Flags Hurricane Harbor Oklahoma City, respectively; and (xii) the new Six Flags Hurricane Oklahoma City will also debut a high speed multi-lane racing water complex.

During 2021, we also plan to continue (i) our targeted marketing strategies to attract guests, including focusing on our breadth of product and value offerings; (ii) improving and expanding upon our branded product offerings and guest-focused initiatives to continue driving guest spending growth, including membership and newour associated loyalty reward programs, and the all season dining pass program, which enables season pass holders and members to eat meals and snacks any day they visit the park for one upfront payment; (iii) focusing efforts to increase single-day attendance visitation including targeted discount strategies; and (iii)(iv) growing sponsorship and international revenue opportunities.

International Agreements

We have signed agreements to assist third parties in the development and management of Six Flags-branded parks outside of North America.our core markets. As compensation for exclusivity, brand licensing rights, and design, development and management services,


we receive fees during the design and development period as well as ongoing remuneration after the parks open to the public. The agreements do not require us to make any capital investments in the parks.

We currently have agreements to develop a Six Flags-branded park in Saudi Arabia. As previously reported, our partner in China had well publicized liquidity challenges and defaulted on its payment obligations to us. During 2020, we terminated our agreement with our partner in China to discontinue the development of Six Flags-branded parks in China,China.

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We will be cautious about signing new international agreements outside of Saudi Arabia and Dubai.


The development of a Six Flags-branded theme park in Dubai is currentlyfor the next several years as we focus our resources on hold. Althoughstrengthening our partner is current on all of its financial obligations to us, and while we intend to continue to work with them on a path forward, there can be no assurances as to the outcome of this project. In addition, in the fourth quarter of 2018, some of the China parks' opening schedules were delayed due to recent macroeconomic events and their impact on our partner.
core business.

Maintenance and Inspection

Rides are inspected at various levels and frequencies in accordance with manufacturer specifications. Our rides are inspected daily during the operating season by our maintenance personnel. These inspections include safety checks, as well as regular maintenance, and are made through both visual inspection and test operations of the rides. Our senior management and the individual park personnel evaluate the risk aspects of each park's operations. Potentialpark’s operations, potential risks to employees and staff as well as to the public are evaluated.public. In addition, contingency response plans for potential emergency situations have been developed for each facility. During the off-season, maintenance personnel examine the rides and repair, refurbish and rebuild them when necessary. This process includes x-raying and magnafluxing (a further examination for minute cracks and defects) steel portions of certain rides at high-stress points. A large portion of our full-time workforce devotes substantially all of its time to maintaining the parks and our rides and attractions. We use a computerized maintenance-management system across all of our domestic parks to assist us in executing our maintenance programs.

For parks that have remained closed since we suspended operations in March 2020 due to the COVID-19 pandemic, we have continued our off-season maintenance program in order to ensure the parks’ safety and operational readiness for when they are cleared to open by state and local governments.

In addition to the performance of our internal maintenance and inspection procedures, third-party consultants are retained by us or our insurance carriers to perform an annual inspection of each park and all attractions. The results of these inspections are reported in written evaluation and inspection reports and include suggestions on various aspects of park operations. In certain states, state inspectors conduct additional annual ride inspections before the beginning of each season. Other portions of each park are subject to inspections by local fire marshals and health and building department officials. Furthermore, we use Ellis & Associates as water safety consultants at all of our waterparks to train lifeguards and audit safety procedures.

Insurance

We maintain insurance of the types and in amounts we believe are commercially reasonable and are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0$100.0 million per occurrence. For incidents arising on or after December 31, 2008, our self-insured retention is $2.0$2.0 million,, followed by a $0.5$0.5 million deductible per occurrence applicable to all claims in the policy year for our domestic parks and our park in Canada and a nominal amount per occurrence for our parks in Mexico. Defense costs are in addition to these retentions. Our general liability policies cover the cost of punitive damages only in certain jurisdictions. Based upon reported claims and an estimate for incurred, but not reported claims, we accrue a liability for our self-insured retention contingencies. For workers'workers’ compensation claims arising after November 15, 2003, our deductible is $0.75 million.$0.75 million. We also maintain fire and extended coverage, business interruption, terrorism and other forms of insurance typical to businesses in this industry. The all peril property coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. Additionally, we maintain information security and privacy liability insurance in the amount of $10.0$10.0 million with a $0.25$0.25 million self-insured retention per event.

We generally renegotiate our insurance policies on an annual basis. The majority of our current insurance policies expire on December 31, 2019.2021. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

Competition

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Competition

Our parks compete directly with other theme parks, waterwaterparks and amusement parks and indirectly with all other types of recreational facilities and forms of out of home entertainment within their market areas, including movies, sporting events, home entertainment options, restaurants and vacation travel. Accordingly,Principal direct competitors of our parks include SeaWorld Entertainment, Inc. and Cedar Fair, L.P. In addition, our business is and will continuesubject to be subject tovarious factors affecting the recreation and leisure time industries generally, such as general economic conditions and changes in discretionary consumer spending habits. See "Item 1A. Risk Factors." Within each park'spark’s regional market area, the principal factors affecting direct theme park competition include location, price, the uniqueness and perceived safety and quality of the rides and attractions in a particularthe park, the atmosphere and cleanliness of athe park, and the quality of itspark food and entertainment, and ease of travel to the park. Our theme parks have several advantages over other forms of entertainment.

We believe that our parks offer a sufficient quality and variety of rides and attractions, culinary offerings, retail locations, and interactive and family experiences to make them highly competitive with other parks and forms of entertainment. They are outdoor venues spread over hundreds of acres, making them naturally conducive to social distancing. They are open many hours throughout the day, reducing the need for guests to arrive or leave at the same time. Finally, the vast majority of our guests live within a day’s drive, so a visit to one of our parks does not require air travel or a stay at a hotel. However, the COVID-19 pandemic could have longer-term impacts on consumer tastes and preferences and could shift consumer entertainment and recreation behaviors toward digital entertainment experiences and other off-premises experiences and technologies.

Seasonality


Our operations are highly seasonal, with approximately 75% of park attendance and revenues in a typical year occurring in the second and third calendar quarters of each year, with the most significant period falling between Memorial Day and Labor Day.

Environmental and Other Regulations

Our operations are subject to federal, state and local environmental laws and regulations including laws and regulations governing water and sewer discharges, air emissions, soil and groundwater contamination, the maintenance of underground and aboveground storage tanks and the disposal of waste and hazardous materials. In addition, our operations are subject to other local, state and federal governmental regulations including, without limitation, labor, health, safety, zoning and land use and minimum wage regulations applicable to theme park and waterpark operations, and local and state regulations applicable to restaurant operations at each park. Finally, certain of our facilities are subject to laws and regulations relating to the care of animals. We believe that we are in substantial compliance with applicable environmental and other laws and regulations and, although no assurance can be given, we do not foresee the need for any significant expenditures in this area in the near future.

Portions of the undeveloped areas at certain of our parks are classified as wetlands. Accordingly, we may need to obtain governmental permits and other approvals prior to conducting development activities that affect these areas and future development may be prohibited in some or all of these areas. Additionally, the presence of wetlands in portions of our undeveloped land could adversely affect our ability to dispose of such land and/or the price we receive in any such disposition.

Philanthropy and Community Relations
We believe it is important to support the communities in which our parks are located. We partner with charitable organizations throughout North America whose mission aligns with our goal of bringing joy and thrills to families and children. Through our Read to Succeed program, we support academic achievement and seek to improve literacy by encouraging students to engage in recreational reading, and award free admission to eligible participants in the program. Most of our full-time employees spend at least an entire day each year volunteering on projects in their local communities to help others including distributing food to those in need, improving community centers and building or repairing homes. In addition, we sponsor toy drives, book drives, food drives and blood donation drives at our parks, and are committed to honoring the service of the U.S. military personnel and their families by offering complimentary and/or discounted admission to our parks. We also maintain a program in which we make a concerted effort to interview and hire U.S. military veterans. We also host special events to support various philanthropies whose mission focuses on improving health or supporting those affected by natural disasters.

Human Capital

Employees

As of December 31, 2018,2020, we employed approximately 2,4001,950 full-time employees, and over the course of the 20182020 operating season we employed approximately 52,00029,000 seasonal employees. In this regard, we compete with other local employers for qualified students and other candidates on a season-by-season basis. As part of the seasonal employment program, we employ a significant number of teenagers, which subjects us to child labor laws.

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Approximately 17%12% of our full-time and approximately 11% of our seasonal employees are subject to labor agreements with local chapters of national unions. These labor agreements expire in December 2019 (Six Flags Over Georgia), January, 2020 (Six Flags St. Louis), December 2020 (Six Flags Magic Mountain), January 2021 (Six Flags Over Texas),May and December 2021 (Six Flags Great Adventure), December 2021 (Six Flags Magic Mountain), January 2024 (Six Flags Over Texas), December 2024 (Six Flags Over Georgia) and January 2025 (Six Flags St. Louis). The labor agreements for La Ronde expire in various years ranging from December 20192021 through December 2022.2024. We consider our employee relations to be good.

Diversity and Inclusion

We are committed to creating an inclusive environment that fully embraces the diversity of our employees and guests, regardless of ethnicity, gender, age, disability, cultural background, sexual orientation, or religious beliefs. In that regard, we are focused on the following:

Listen

to team members and other stakeholders about how we can become more diverse and inclusive through our Diversity and Inclusion Council, and through regular team member surveys, which provide feedback directly to senior management, including the CEO

Train

leaders on how to embrace inclusion, creating awareness, understanding and recognizing explicit and implicit bias including by providing instruction on how to lead open and honest conversations with team members

Address Unconscious Biases

by updating our grooming, social media, and hiring policies, and changing any ride or attraction names that could be viewed as offensive

Build a Diverse Team

with a leadership team that represents the diversity of our marketplace and through updating recruiting, people planning, and talent management programs to foster more objective processes for all team members

Partner with Communities

by proactively working with minority suppliers to develop long-term alliances

Employee Development

We seek to continuously elevate employee development and training through a variety of different programs, opportunities, and resources. In 2020, we launched a partnership with the International Board of Credentialing and Continuing Education Standards to provide our guest-facing team members with specialized training to earn a Certificate in Autism Competency to further our commitment to better serve the special needs community, provide a more inclusive environment in our parks and continue our efforts in educating our team members on diversity and inclusion. In 2021, we will enhance our talent development program by providing our employees with access to virtual classrooms and online courses on topics including general safety, Office 365, harassment, and discrimination. Also in 2021, we plan to augment our succession planning process by establishing programs to better support the development of our talent bench for roles in management, maintenance and operations. Our senior leadership team reviews our talent development program annually with a particular focus on our top 20% of high performing, high potential talent including a focus on diversity. We are committed to identifying and developing the talents of our future leaders.

Employee Engagement and Recruitment

We conduct ongoing employee satisfaction surveys that provide actionable feedback from employees to management. The survey responses are anonymous and measure employee satisfaction and solicit honest feedback. Management from both corporate and the parks meet routinely to review the survey results and develop action plans in response to the employee feedback.

We work diligently to attract the best talent from a diverse range of sources in order to meet the current and future demands of our business. We have established relationships with high schools, trade schools, universities, professional associations and industry partners to proactively attract new talent.

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Our recruiting practices and candidate selection are among our most important activities. In a year with unprecedented business disruption, we prioritized filling open positions with active team members to minimize layoffs and remained focus on retaining and recalling talent to select our most experienced people for park positions. In addition, we utilize social media, virtual job fairs and organizations across the United States to find diverse, enthusiastic and qualified employees.

Competitive Benefits

Attracting, motivating, developing and retaining the best people is crucial to all aspects of our business and long-term success, and is central to our mission, vision and values. Our compensation programs are designed to align the compensation of our employees with our performance and to provide the proper incentives to attract, motivate and retain employees to achieve superior results. The structure of our compensation programs includes incentives based on both short-term and long-term performance. Specifically:

We provide employee wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location.
We engage nationally recognized outside compensation and benefits consulting firms to independently evaluate the effectiveness of our executive compensation and benefit programs.
We align our executives’ long-term equity compensation with our stockholders’ interests by linking a significant portion of total compensation opportunity to business and individual performance. All full-time employees (other than participants in a collective bargaining agreement) have the opportunity to participate in our long-term equity incentive program.
All full-time employees are eligible for health insurance, paid and unpaid leaves, and life and disability/accident coverage. We also offer a variety of voluntary benefits that allow employees to select the options that meet their needs, including telemedicine, paid parental leave, prescription savings solutions, an educational assistance program, health savings accounts, flexible spending accounts, legal insurance, identity theft insurance, pet insurance and a wellness program.
A unique Six Flags perquisite offers full-time employees a Diamond Elite membership, our highest membership tier of benefits that includes free admission to any of our parks and discounts on in-park products. Full-time employees are also provided complimentary tickets.

Safety

The health and safety of our employees is our highest priority. It is the shared responsibility of every employee to actively participate in creating a safe and secure environment and to minimize injuries. The hallmarks of the Company’s safety and security programs are:

Resources and education to ensure safe and secure operating environments at the parks, including compliance with Occupational Safety and Health Administration (OSHA) standards, as well as to improve overall workplace safety and health. This includes regular and ongoing safety training and assessments as well as annual safety audits.

A highly trained workforce that proactively assesses risks, strives to eliminate unsafe conditions, and integrates learning from incidents to prevent future occurrences.

Dedicated leadership, accountability, and employee empowerment.

During 2020, we acted quickly to implement extensive measures to proactively mitigate the spread of COVID-19 and provide a safe working environment for our employees. We consulted with an epidemiologist and a viral expert, and

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relied on recommendations from the Centers for Disease Control and Prevention and other governmental agencies to develop core strategies to enhance the safety of our employees and guests. To support these strategies we:

implemented daily health screenings of employees,
distributed a personal protective equipment pack to all employees,
significantly enhanced sanitization measures,
enforced social distance requirements,
added training to ensure compliance with the additional health and safety protocols,
implemented procedures to address actual and suspected COVID-19 cases and potential exposure,
required masks to be worn in all locations (with limited exceptions pursuant to applicable law), and
rolled out contactless recruiting and hiring to reduce potential COVID-19 exposure.

We received favorable responses from our employees as evidenced by our team member voice survey scores. In addition, we offered guests the ability to obtain cash cards from kiosks throughout the parks to facilitate electronic transactions as an option in lieu of using cash, and implemented mobile food ordering at all of our domestic parks during 2020.These innovations added contactless means to enhance our guests’ experience through faster, more convenient transactions while elevating our enhanced safety guidelines.

Information about our Executive Officers and Certain Significant Employees

The following table sets forth the name of the members of the Company'sCompany’s senior leadership team and executive officers, the position held by such officerperson and the age of such officerperson as of the date of this report. The officers of the Company are generally elected each year at the organizationala meeting of Holdings'Holdings’ Board of Directors which followsat the time of Holdings’ annual meeting of stockholders, and at other Board of Directors meetings, as appropriate.


Name

Age

Title

Name

Michael Spanos*

Age

56

Title
James Reid-Anderson*59Chairman,

President and Chief Executive Officer

Lance C. Balk*

Laura W. Doerre*

61

53

Executive Vice President, and General Counsel and Chief Administrative Officer

Marshall Barber*

Sandeep Reddy*

55

50

Executive Vice President and Chief Financial Officer

Kathy Aslin*

Mark Kupferman

43

52

Senior Vice President, Human ResourcesConsumer and Guest Experience

David Austin

Stephen R. Purtell

57

54

Senior Vice President, Investor Relations, Treasury and Strategy

Leonard A. Russ

47

Senior Vice President, Operations Services

Rafael A. Sanchez

59

Senior Vice President, Information Systems and Chief Information Officer

Bonnie Sherman Weber

56

Senior Vice President, Park Operations

Taylor Brooks*Brooks

32

34

Vice President and Chief Accounting Officer

Tom Iven

60Senior Vice President, U.S. Park Operations
David McKillips47Senior Vice President, International Park Operations
Brett Petit*55Senior Vice President, Marketing and Sales
Stephen R. Purtell52Senior Vice President, Investor Relations and Treasurer
Leonard A. Russ45Senior Vice President, Strategic Planning and Analysis
Bonnie Sherman Weber54Senior Vice President, In-Park Services

*Executive Officers
James Reid-Anderson

*

Executive Officers

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Michael Spanos was appointed as a member of Holdings’ Board of Directors in October 2019. Mr. Spanos was named Chairman, President and Chief Executive Officer of Six Flags in July 2017. From February 2016November 2019. Prior to July 2017joining Six Flags, he served as Chief Executive ChairmanOfficer, Asia, Middle East and North Africa, of Six FlagsPepsiCo, Inc., a leading global food and beverage company, from August 2010January 2018 to February 2016,November 2019. Mr. Reid-AndersonSpanos previously served as Chairman,interim head of PepsiCo, Inc.’s Asia, Middle East and North Africa division from October 2017 to January 2018 and as President and Chief Executive Officer, of Six Flags. Under his leadership Six Flags set a new strategic direction and achieved all-time high guest and employee satisfaction ratings, significant operational improvements and a ten-times return on investment for Six Flags' shareholders.PepsiCo Greater China Region, from September 2014 to January 2018. Prior to that, Mr. Reid-Anderson had previouslySpanos served as Chairman,Senior Vice President and Chief ExecutiveCustomer Officer, of Dade Behring Inc., a manufacturer and distributor of medical diagnostics equipment and supplies, where he drove a tenfold increase in Dade Behring's share price along with significant employee morale improvements and customer satisfaction increases, all achieving record levels.PepsiCo North America Beverages from October 2011 to September 2014. Mr. Reid-Anderson negotiated the sale of Dade Behring to Siemens in 2007 and subsequently assumed various roles including becoming a member of Siemens AG’s managing board and Chief Executive Officer of Siemens’ $20 billion Healthcare Sector. Earlier in his career Mr. Reid-AndersonSpanos previously held management roles of increasing responsibility at PepsiCo, DiageoInc. since 1993 in North America, Europe, Asia, and Mobil, and as adviserthe Middle East. Before joining PepsiCo, Inc. Mr. Spanos served in the United States Marines Corps from 1987 to Apollo Management L.P., a private equity firm.1993. Mr. Reid-Anderson is a fellow of the Association of Chartered Certified Accountants, U.K. andSpanos holds a Bachelor of CommerceB.S. degree from the BirminghamU.S. Naval Academy and he received a Master’s degree in Organizational Behavior from the University U.K.

Lance C. Balkof Pennsylvania.

Laura W. Doerre was named General Counsel of Six Flags in September 2010. Mr. BalkMarch 2020 and Chief Administrative Officer in October 2020. Ms. Doerre previously served as SeniorExecutive Vice President, General Counsel and Chief Compliance Officer of JELD-WEN Holding, Inc., a window and door manufacturer, from September 2016 to March 2020. Prior to joining JELD-WEN Holding, Inc., Ms. Doerre served as Vice President and General Counsel of Siemens Healthcare Diagnosticsfor Nabors Industries Ltd. from November 20072008 to January 2010.August 2016. Prior to Dade Behring's acquisition by Siemens AG, he servedjoining Nabors in the same capacity at Dade Behring from May 2006 to November 2007. In these roles Mr. Balk was responsible for global legal matters. Before joining Dade Behring, Mr. Balk was a partner at1996, Ms. Doerre practiced commercial litigation with the law firm KirklandMayor, Day, Caldwell & Ellis LLP, where he co-founded the firm's New York corporate and securities practices. Mr. BalkKeeton LLP. Ms. Doerre holds a J.D. and an M.B.A.B.S. in Business Administration from the University of Chicago,North Carolina at Chapel Hill, and a B.A. degree in PhilosophyJ.D. from Northwestern University.

Marshall Barberthe University of Texas School of Law.

Sandeep Reddy was named Executive Vice President and Chief Financial Officer of Six Flags in February 2016July 2020. Mr. Reddy previously served as Chief Financial Officer of Guess?, Inc., a contemporary clothing and accessories retailer, from July 2013 through December 2019. Prior to that role, since 2010, he served as Vice President and European Chief Financial Officer of Guess, where he was responsible for all aspects of Guess’ European finance functions, including financial planning, treasury, accounting, and tax. From 1997 to 2010, Mr. Reddy served in a number of positions of increasing responsibility for Mattel Inc., a leading global toy manufacturer, ultimately serving as Vice President Finance and Supply Chain for the SEUR (France, Spain, Portugal, Italy) cluster. Mr. Reddy has a BA (Honors) in Economics from Delhi University and an M.B.A. from Cornell University.

Mark Kupferman was named Senior Vice President, Consumer and Guest Experience of Six Flags in August 2020 and is responsible for consumer insights, consumer strategy, and architecting the financeguest end-to-end experience. He also oversees Six Flags’ customer relationship management, website, revenue management, and information technology functions at Six Flags.guest-facing innovation initiatives. Mr. BarberKupferman previously served as Vice President, Insights and Interactive Marketing of Business Planning for Six Flags from July 2006since April 2011. Prior to February 2016. He also held various other park-level and corporate-level financial positions since joining Six Flags in October 1996.that, Mr. Kupferman oversaw Consumer Insights for Universal Orlando. Prior to joining Six Flags,Universal, he was Vice President, Insights and Interactive Marketing for Paramount Parks. Mr. Barber held financial positions at FoxMeyer Drug and G. D. Searle from 1994 to 1996 and with Electrocom Automation from 1989 to 1994. Mr. Barber holds a B.B.A. degree in Finance from the University of Texas at Arlington andKupferman has an M.B.A. from Texas Christian University.

Kathy Aslin was named Senior Vice President, Human Resources of Six Flags in January 2017 and is responsible for developing and implementing strategies to support Six Flags' overall human resources vision including organizational design, leadership development, employee training and education, compensation and benefits, talent acquisition, and employee relations. Ms. Aslin began her career at Six Flags in 1998 as a seasonal summer intern and over the years held a number of management positions in Admissions, Guest Relations, Finance, In-Park Services, Corporate Marketing and Human Resources. Ms. Aslin holds a B.B.A degreeWake Forest University, an M.F.A. from St. Gregory’sYale University and an M.B.A. from the University of Texas at Dallas.
David Austin was named Senior Vice President, Information Systems & Chief Information Officer for Six Flags in December 2017. Mr. Austin had previously served as Chief Technology Officer at Berkshire Hathaway Automotive from December 2014 to December 2017, where he had operational responsibility for all technology across 100 business units, technology development, and leadership of the IT team. Prior to that, from May 2007 to December 2014, he served as the Vice President of Information Technology at Larry H. Miller Group, a company with many businesses that included The Utah Jazz and associated arena businesses, large mega-plex cinemas, a 500-acre racetrack complex, and a large automotive business, where he led the IT team. Mr. Austin majored in Speech Communication at Fresno State University.

Taylor Brooks was named the Vice President and Chief Accounting Officer of Six Flags effective June 2018. Mr. Brooks is responsible for overseeing the Company's accounting function. Mr. Brooks joined the Company in 2013 as the Financial Reporting Manager and in 2015 was named Director of Accounting and Assistant Controller. Prior to joining the Company, Mr. Brooks was the Financial Reporting and Technical Research Senior Accountant at DynCorp International, LLC, and prior to DynCorp he worked for Ernst & Young LLP. Mr. Brooks holds a Bachelor's degree and a Master's degree in Accounting from Abilene Christian University and is a Certified Public Accountant.
Tom Iven was named Senior Vice President, U.S. Park Operations of Six Flags in April 2014 and is responsible for the management of all of Six Flags' parks in the U.S. Mr. Iven began his career at Six Flags in 1976 as a seasonal employee and became a full-time employee in 1981. He held a number of management positions within several parks including Six Flags Magic Mountain and Six Flags Over Texas before being named General Manager of Six Flags St. Louis in 1998. In 2001, Mr. Iven was promoted to Executive Vice President, Western Region, comprised of 17 parks, a post he held until 2006 when he was named Senior Vice President. From 2010 until 2014, Mr. Iven was the Senior Vice President, Park Operations and was responsible for the management of Six Flags' parks in the Western region as well as the oversight of engineering, maintenance and operating efficiency programs for all Six Flags parks. Mr. Iven holds a B.S. degree from Missouri StateNortheastern University.
David McKillips was named Senior Vice President, International Park Operations for Six Flags in January 2018 and is responsible for the development and management of all properties outside of the United States. Additionally, he oversees the corporate design, engineering and maintenance functions for all parks. Mr. McKillips had previously served as Senior Vice President, In-Park Services from January 2016 to January 2018 and Senior Vice President, Corporate Alliances from September 2010 to January 2016. Mr. McKillips has over 20 years of experience in the entertainment and theme park industry, specializing in promotion, sponsorship and consumer product licensing sales. Prior to joining Six Flags, from November 1997 to April 2006, Mr. McKillips served as Vice President Advertising & Custom Publishing Sales for DC Comics, a division of Warner Bros. Entertainment and home to some of the world’s most iconic superheroes, including Superman, Batman and Wonder Woman. He started his career with Busch Entertainment, serving roles within the operations, entertainment, group sales and promotions departments at SeaWorld in Orlando, Florida and then at Sesame Place in Langhorne, Pennsylvania, as Manager of Promotions. Mr. McKillips holds a B.A. degree in Speech Communication from the University of Georgia.
Brett Petit was named Senior Vice President, Marketing and Sales of Six Flags in June 2010 and is responsible for all aspects of Six Flags' marketing strategy, advertising, promotions, group sales, online marketing, corporate sponsorships, media networks and licensed promotions. Over the course of his more than 30 years of experience in the theme and waterpark industry, Mr. Petit has managed marketing strategy for more than 65 different theme parks, waterparks and family entertainment centers across the country. Prior to joining Six Flags, Mr. Petit served from March 2007 to June 2010 as Senior Vice President of Marketing & Sales for Palace Entertainment, an operator of theme parks and attractions with 38 locations hosting 14 million visitors. Before that, he worked 12 years as Senior Vice President of Marketing for Paramount Parks with over 12 million visitors and spent 13 years with Busch Entertainment Theme Parks as Marketing Vice President and Director of Sales. Mr. Petit holds a B.A. degree in Marketing from University of South Florida.

Stephen R. Purtell was named Senior Vice President, Investor Relations, Treasurer and TreasurerStrategy of Six Flags in October 2016 and is responsible for investor relations and treasury.December 2020. Mr. Purtell previously served as Senior Vice President, Investor Relations and Treasurer since October 2016. Prior to that, Mr. Purtell was Vice President, Business Development and Treasurer forof Six Flags from July 2012 to October 2016. Prior to joining Six Flags, Mr. Purtell served as VP, Sales Operations and Market Research for Siemens Healthcare Diagnostics after it acquired Dade Behring in 2007. Mr. Purtell joined Dade Behring in 2003 and held financial positions including Assistant Treasurer, VP Corporate Planning &and Analysis, and Treasurer. Prior to joining Dade Behring, Mr. Purtell held financial and engineering positions at IMC Global and GATX Terminals Corporation, and was an officer in the U.S. Army. Mr. Purtell has a B.S. in Civil Engineering from the U.S. Military Academy at West Point and an M.B.A. from the Wharton School of the University of Pennsylvania, and is a Certified Public Accountant.

Pennsylvania.

Leonard A. Russ was named Senior Vice President, Operations Services of Six Flags in August 2020 and is responsible for all in-park services, including food and beverage, retail, games, rentals, parking and other services offered throughout Six Flags’ parks, along with engineering, design, maintenance, procurement, and international development. Mr. Russ previously served as Interim Chief Financial Officer since February 2020 and Senior Vice President of Strategic Planning and Analysis of Six Flags insince February 2016. From October 2010 until February 2016,Prior to that, Mr. Russ was Vice President and Chief Accounting Officer of Six Flags since October 2010, where he was responsible for overseeing the Six Flags'Flags’ accounting function and the finance functions of the western region parks. Mr. Russ began his career at Six Flags in 1989 as a

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seasonal employee and became a full-time employee in 1995. He held a number of management positions within Six Flags before being named Director of Internal Audit in 2004. In 2005, Mr. Russ was promoted to Controller, a position he held until being promoted to Chief Accounting Officer. Mr. Russ holds a B.B.A. degree in Accounting from the University of Texas at Arlington.

Rafael A. Sanchez was named Senior Vice President, Information Systems and Chief Information Officer of Six Flags in January 2021. Mr. Sanchez previously served as Chief Information Officer at Feld Entertainment from April 2013 to December 2020, where he was responsible for Feld Entertainment’s global IT function. Prior to joining Feld Entertainment, Mr. Sanchez served as Chief Information Officer of Brightstar Corporation, a global leader of end-to-end mobile device lifecycle solutions, from 2009 to 2013.  From 2005 to 2009, he served as Group CIO for Carnival Corporation & plc, and prior to that as Chief Information Officer for Burger King Corporation. Mr. Sanchez holds a B.S. in Business Administration from Louisiana State University.

Bonnie Sherman Weber was named Senior Vice President, Park Operations of Six Flags in September 2020 and is responsible for the management of Six Flags’ parks. Ms. Weber had previously served as Senior Vice President, In-Park Services of Six Flags insince January 2018 and is responsible for culinary, retail, games, rentals, parking and other services offered throughout Six Flags' 25 parks.2018. Prior to that, Ms. Weber had previously served as Park President of Six Flags Magic Mountain and Hurricane Harbor since August 2010. Ms. Weber began her career at Six Flags Magic Mountain in 1985 as a food service employee. Throughout her years atin L.A., she held the roles of Six Flags she has assumed the role of Park Publicist, Manager of Advertising and Promotions, and Director of Marketing. She previously worked at The Walt Disney Company and was also the Director of Worldwide Marketing at Warner Bros. Consumer Products for four years. A Southern California native, Ms. Weber holds a B.S. in Marketing from California State Northridge.

Taylor Brooks was named the Vice President and Chief Accounting Officer of Six Flags effective June 2018. Mr. Brooks is responsible for overseeing the Company’s accounting function. Mr. Brooks joined the Company in 2013 as the Financial Reporting Manager and in 2015 was named Director of Accounting and Assistant Controller. Prior to joining the Company, Mr. Brooks was the Financial Reporting and Technical Research Senior Accountant at DynCorp International, LLC, and prior to DynCorp he worked for Ernst & Young LLP. Mr. Brooks holds a Bachelor’s degree and a Master’s degree in Accounting from Abilene Christian University Northridge.


and is a Certified Public Accountant.

Available Information

Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available free of charge through our website at investors.sixflags.com. References to our website in this Annual Report are provided as a convenience and do not constitute an incorporation by reference of the information contained on, or accessible through, the website. Therefore, such information should not be considered part of this Annual Report. These reports, and any amendments to these reports, are made available on our website as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the United States Securities and Exchange Commission (the "SEC"). Copies are also available, without charge, by sending a written request to Six Flags Entertainment Corporation, 924 Avenue J East, Grand Prairie,1000 Ballpark Way, Suite 400, Arlington, TX 75050,76011, Attn: Investor Relations.

Our website, investors.sixflags.com, also includes items related to corporate governance matters, including the charters of our Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee, our Corporate Governance Guidelines, our Code of Business Conduct and Ethics and our Code of Ethics for Senior Management. Copies of these materials are also available, without charge, by sending a written request to Six Flags Entertainment Corporation, 924 Avenue J East, Grand Prairie,1000 Ballpark Way, Suite 400, Arlington, TX 75050,76011, Attn: Investor Relations.

ITEM 1A.RISK FACTORS

ITEM 1A.RISK FACTORS

Set forth below are the principal risks that we believe are materialmost significant to our business and should be considered by our security holders. We operate in a continually changing business environment and, therefore, new risks emerge from time to time. This section contains forward-looking statements. For an explanation of the qualifications and limitations on forward-looking statements, see "Cautionary Note Regarding Forward-Looking Statements."

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Risks Relating to Our Business

The COVID-19 pandemic has disrupted our business and will continue to adversely affect our results of operations, liquidity, cash flows and financial condition.

In response to the COVID-19 pandemic, federal, state and local governments have implemented significant restrictions on travel, social conduct and business operations, including mass quarantine and social distancing mandates and orders. These actions, in addition to concerns relating to the public health impacts of the virus, have prevented us and our employees, contractors, suppliers, and other business partners from conducting business activities at full capacity, have led to the temporary cessation of certain business activities altogether, and may continue to have an adverse impact on our business for an unknown period of time. Ongoing concern regarding the virus and its evolving impact, as well as containment actions imposed in response to the pandemic, have had, and will likely continue to have a negative effect on economies and financial markets. Future developments relating to the virus, including severity, rate of transmission, mutations, treatment and availability of a vaccine, are uncertain and difficult to predict. As a result, the extent and duration of the impacts over the longer term on our business of the COVID-19 pandemic and the measures implemented in response to the COVID-19 pandemic remain largely uncertain and cannot be accurately predicted at this time.

In accordance with government guidelines concerning the COVID-19 pandemic, we temporarily suspended operations at all of our theme parks and waterparks in March 2020. During the period of suspended operations, we experienced a significant decrease in revenues. We also implemented a number of mitigation efforts, including eliminating seasonal labor costs, effecting salary and wage reductions for our executives and employees, increasing the available borrowings under our credit facilities, issuing senior secured notes to repay certain short-term borrowings and for working capital purposes, deferring or eliminating certain discretionary capital projects, and developing incentives to maintain monthly membership commitments. These efforts may not be sufficient, however, to counteract the adverse impact the COVID-19 pandemic has had and may continue to have on our revenues or prevent any further adverse impact, and some of our mitigating actions may have an adverse impact on our business. In addition, the effect of the COVID-19 pandemic on capital markets could impact our cost of borrowing or result in reduced or delayed capital expenditures and the impairment of certain of our assets and could adversely affect our strategic plans. Even as we begin to operate our parks that had previously suspended operations, the COVID-19 pandemic could continue to have a significant adverse impact on our business including future park closures and additional costs, such as the costs associated with operating our parks and restarting business activities, and costs to implement or enhance health and safety measures.We could also suffer damage to our reputation as a result of an outbreak of COVID-19 at one of our properties or if our response is inappropriate or is perceived by our guests or other stakeholders to be inappropriate,which could significantly and adversely affect our business, results of operations, liquidity, cash flows and financial condition.

Due to the pandemic, our 2020 season pass holders received a free extension of their pass until the end of the 2021 season and we offered our members one bonus month for each month that they paid while their home park was closed, or in the alternative, we offered members the opportunity to pause their memberships (and payments) until their home park opens in 2021. As a result, our cash flows during 2021 may be reduced, and if sales of 2021 memberships and season passes are lower than prior years, it could have a negative impact on attendance, revenue and per capita spending at our theme parks and waterparks. This negative impact could materially adversely affect our business, results of operations, liquidity, cash flows, financial condition and prospects.

While governmental authorities have begun to ease restrictions, increased COVID-19 case numbers or other developments relating to the COVID-19 pandemic may result in the implementation of additional government measures, orders and mandates in some or all of the states and regions in which we operate, such as orders requiring park closures or further restrictions on travel or public gatherings. Any of these measures could further disrupt, or exacerbate the current impact of the COVID-19 pandemic on, our business, results of operations, liquidity, cash flows and financial condition. In addition, in light of certain future developments, we may determine that a voluntary temporary closure of certain properties or portions thereof is in the best interest of our guests, employees and reputation. If any of the recent disruptions to our business are prolonged or extended, or if future developments require subsequent disruptive measures

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to be implemented, our business, financial condition, results of operations and reputation may be materially and adversely affected.

The COVID-19 pandemic has also significantly increased economic uncertainty. The demand for parks, entertainment, recreation activities and discretionary travel is highly sensitive to downturns in the economy and the corresponding impact on discretionary consumer spending. Any actual or perceived deterioration or weakness in general, regional or local economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as other adverse economic or market conditions due to COVID-19 or otherwise, may reduce our customers’ discretionary income to spend on parks, entertainment, recreation activities and travel. In addition, the COVID-19 pandemic could have longer-term impacts on consumer tastes and preferences and could shift consumer entertainment and recreation behaviors toward digital entertainment experiences and other off-premises experiences and technologies. As a result, attendance, revenue and per capita spending at our theme parks and waterparks could be adversely affected, which could materially adversely affect our business, results of operations, liquidity, cash flows, financial condition, and prospects.

The ultimate impact of the COVID-19 pandemic on our business and financial results is highly uncertain and subject to change. The extent and duration of the impact to our business and financial results depends on numerous factors including without limitation the efficacy and deployment of the COVID-19 vaccines and future developments that vary by market and cannot be accurately predicted at this time. The impacts could, however, have a material effect on our results, operations, financial conditions and liquidity and heighten many of our known risks contained in this Annual Report.

General economic conditions throughout the world may have an adverse impact on our business, financial condition or results of operations.

Our success dependsresults can be impacted by a number of macroeconomic factors, including but not limited to a large extent on discretionary consumer spending, which is heavily influenced by general economic conditions and the availability of discretionary income. Difficult economic conditions and recessionary periods may have an adverse impact on our business and our financial condition. Negative economic conditions, coupled with high volatility and uncertainty as to the future global economic landscape, have at times had a negative effect on consumers' discretionary income and consumer confidence and similar impacts can be expected should such conditions recur.spending levels, tax rates, unemployment, consumer credit availability, raw materials costs, pandemics (such as the ongoing COVID-19 pandemic) and natural disasters, fuel and energy costs (including oil prices), and credit market conditions. The COVID-19 pandemic has severely impacted and will likely continue to impact many of these factors. A general economic slowdown or recession resulting in a decrease in discretionary spending due to decreases in consumer confidence in the economy or us, or a continued economic slowdown or deterioration in the economy, could adversely affect the frequency with which guests choose to visit our parks and the amount that our guests spend when they visit. The actual or perceived weakness in the economy could also lead to decreased spending by our guests. Both attendance and guest spending at our parks are key drivers of our revenue and profitability, and reductions in either could materially adversely affect our business, financial condition and results of operations.

Additionally, difficult economic conditions throughout the world could impact our ability to obtain supplies, services and credit as well as the ability of third parties to meet their obligations to us, including, for example, manufacturers’ ability to supply rides,payment of claims by our insurance carriers, the funding of our lines of credit, or payment by our international agreement partners. Changes in exchange rates for foreign currencies could reduce international demand for our products, increase our labor and supply costs in non-U.S. markets or reduce the U.S. dollar value of revenue we earn in other markets.

Our growth strategy and strategic plan may not achieve the anticipated results.

Our future success will dependdepends on our ability to grow and evolve our business, including through capital investments to improve existing parks, rides, attractions and shows,other entertainment offerings, technological advancements and improvements to enhance the guest experience and to increase productivity, as well as in-park servicesthrough our food and productbeverage and retail offerings.

Our business strategy, for growth may also include selective expansion, both domestically and internationally, through acquisitions of assets or other strategic initiatives, such as international agreements, joint ventures and partnerships that allow us to profitably expand our business and leverage our brand. Our growth and innovation strategies require significant commitments of management resources and capital investments andincluding the transformation plan, may not growenhance guest experiences or increase productivity as planned, may not increase our revenues at the rate we expect or at all. Our business strategyall, and may require the expenditure of capital resources or operating costs in excess of what we originally budgeted and allocated for growth also requires the other partiessuch purposes. If we are unable to achieve our international agreements, joint venturesstrategic objectives and partnerships to perform their obligations. The success of any acquisitions also depends on effective integration of acquired businessesgrow and assets into our operations, which is subject to risks and uncertainties, including realization of anticipated synergies and cost savings, the ability to retain and attract personnel, the diversion of management's attention from other business concerns, and undisclosed or potential legal liabilities of acquired businesses or assets. As a result, we may not be able to recover the costs incurred in developing our new projects and initiatives or to realize their intended or projected benefits, which could materially adversely affectevolve our business, our financial condition orand results of operations.operations may be adversely affected.


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Bad or extreme weather conditions and forecasts of bad or mixed weather conditions can adversely impact attendance at our parks.

Because most of the attractions at our parks are outdoors, attendance at our parks is adversely affected by bad or extreme weather conditions and forecasts of bad or mixed weather conditions, which negatively affects our revenues. The effects of bad weather on attendance can be more pronounced at our waterparks. We believe our operating results in certain years were adversely affected by abnormally hot, cold and/or wet weather in a number of our major U.S. markets. In addition, since a number of our parks are geographically concentrated in the eastern portion of the United States, a weather pattern that affects that area could adversely affect a number of our parks and disproportionately impact our results of operations. In addition, our parks in California and Texas are more likely to be impacted by extreme heat, wildfires, mudslides and floods than our parks in other locations. Bad weather and forecasts of bad weather on weekends, holidays or other peak periods will typically have a greater negative impact on our revenues and could disproportionately impact our results of operations.

Natural disasters

Conditions beyond our control could damage our properties and could adversely impact attendance at our parks and result in decreased revenues.

A severe natural disaster,

Natural disasters, public heath crises, epidemics, pandemics, such as an earthquake, hurricane, forest fire, floodthe outbreak of COVID-19, terrorist activities, power outages or landslide,other events outside our control could interruptdisrupt our operations, impair critical systems, damage our properties andor reduce the number of guests who visitattendance at our parks in affected areas.or require temporary park closures. Damage to our properties could take a long time to repair and there is no guarantee that we would have adequate insurance to cover the costs of repair or the expense of the interruption to our business. Furthermore, natural disasters such a disasteras fires, earthquakes or hurricanes may interrupt or impede access to our affected properties or require evacuations and may cause visits toattendance at our affected properties to decrease for an indefinite period. For example, our waterpark in Oaxtepec, Mexico was closed for several months during the fall of 2017 following the earthquakes in central Mexico. The occurrence of such natural disastersevents could have a material adverse effect on our business, financial condition and results of operations.

We may not obtain the desired improvements in operational and financial performance established in our aspirational goals, including those related to our 2020 Performance Award.
We have established aspirational goals for our operational and financial performance, including our 2020 Performance Award (or Project 750) goal established in 2016 to achieve Modified EBITDA of $750 million by 2020. We may seek to reach our aspirational goals through programs targeted at our key revenue drivers, marketing programs, pricing programs, operational changes and process improvements that are intended to increase revenue, reduce costs and improve our operational and financial performance. There is no assurance these programs, changes and improvements will be successful or we will achieve our aspirational goals in the timeframe in which we seek to achieve them or at all. For example, we did not achieve our long-term aspirational goal to achieve Modified EBITDA of $600 million by 2017 and we believe that on time achievement

In addition, since some of our 2020 Performance Award is highly unlikely;parks are near major urban areas and appeal to teenagers and young adults, there may be disturbances at one or more parks that could negatively affect our reputation or brand. This may result in a minimum, we are still striving for late achievementdecrease in attendance at the affected parks and could adversely impact our results of operations.

We cannot predict the target in 2021.

frequency, duration or severity of these activities and the effect that they may have on our business, financial condition or results of operations.

Our operations are seasonal.

Our operations are seasonal. ApproximatelyIn a typical year, approximately 75% of our annual park attendance and revenue occurs during the second and third calendar quarters of each year. As a result, when conditions or events described in the above risk factors occur during the operating season, particularly during the peak months of July and August, there is only a limited period of time during which the impact of those conditions or events can be mitigated. Accordingly, such conditions or events may have a disproportionately adverse effect on our revenues and cash flow. In addition, most of our expenses for maintenance and costs of adding new attractionscapital expenses are incurred when the parks are closed in the mid to late autumn and winter months.off-season. For this reason, a sequential quarter-to-quarter comparison is not a good indication of our performance or of how we will perform in the future.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could adversely affect our financial condition or results of operations.

We are subject to allegations, claims and legal actions arising in the ordinary course of our business, which may include claims by third parties, including guests who visit our parks, our employees or regulators. The outcome of these proceedings cannot be predicted. If any of these proceedings is determined adversely to us, or if we receive a judgment, a fine or a settlement involving a payment of a material sum of money, or injunctive relief is issued against us, our business, financial condition and results of operations could be materially adversely affected. Litigation can also be expensive, lengthy and disruptive to normal business operations, including to our management due to the increased time and resources required to respond to and address the litigation.

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Additionally, from time to time, animal activist and other third-party groups may make negative public statements about us or bring claims before government agencies or lawsuits against us. Such claims and lawsuits sometimes are based on allegations that we do not properly care for some of our featured animals. On other occasions, such claims and/or lawsuits are specifically designed to change existing law or enact new law in order to impede our ability to retain, exhibit, acquire or breed animals. While we seek to comply with all applicable federal and state laws and vigorously defend ourselves in any lawsuits, there are no assurances as to the outcome of future claims and lawsuits that could be brought against us. An unfavorable outcome in any legal proceeding could have a material adverse effect on our business, financial condition and results of operations. In addition, associated negative publicity could adversely affect our reputation, financial condition and results of operations.

Failures in, material damage to, or interruptions in our information technology systems, software or websites and difficulties in updating our systems or software or implementing new systems or software could adversely affect our business or operations.

We rely extensively on our information technology systems in the conduct of our business. We ownuse software and license or otherwise contract for sophisticatedother technology systems, among other things, to sell tickets and admit guests to our parks, to sell food, beverages and other products in our parks, to manage our workforce, to manage our inventory, and to monitor and manage our business on a day-to-day basis. We also use mobile devices, social networking and other online platforms to connect with our employees, business partners and customers. These technology systems for the operation ofand our business. Such systemsuses thereof are subjectvulnerable to damage or interruptiondisruption from circumstances beyond our control including fire, natural disasters, power outages, computersystem and telecommunicationsequipment failures, computer viruses, malicious attacks, security breaches, theft, and natural and man-made disasters. We require continued and unimpeded accessinadvertent release of information. Damage or disruption to these systems. Damage or interruption to our information technology systems may require a significant investment to update, remediate or replace with alternate systems, and we may suffer interruptionsdisruptions in our operations as a result. In addition, costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our systems, including those that may result from our failure to adequately develop, implement and maintain a robust disaster


recovery plan and backup systems could severely affect our ability to conduct normal business operations and, as a result, could adversely affect our business operations and financial performance.

We rely on third parties for the performance of a significant portion of our information technology functions. In particular, our ticket, season pass and membership sales system relies on data communications networks and technology systems and software operated by unaffiliated third parties. The success of our business depends in part on maintaining our relationships with these third parties and their continuing ability to perform these functions and services in a timely and satisfactory manner. If we experience a loss or disruption in the provision of any of these functions or services, or they are not performed in a satisfactory manner, we may have difficulty in finding alternate providers on terms favorable to us, in a timely manner or at all, and our business could be adversely affected.


Further, as we implement our strategy to pursue new initiatives that improve our operations and cost structure, we are also expanding and upgrading our information technologies. Potential problems and disruptions associated with the implementation of new or upgraded systems and technology or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our systems, including those that may result from our failure to adequately develop, implement and maintain a robust disaster recovery plan and backup systems could severely affect our ability to conduct normal business operations and, as a result, could adversely affect our business operations and financial performance.

Cyber-attacks could have a disruptive effect on our business.


From time to time, we

Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including guests’ personal information, private information about employees and financial and strategic information about the Company and our third-party service providersbusiness.

We have experienced and continue to experience cyber-attacks, attemptedcybersecurity threats and actual breachesvulnerabilities in our systems and those of our or theirthird party providers, including cyber-attacks targeting our information technology systems and networks or similar events,, which could result in a loss of sensitive business or customer information, systems interruption or the disruption of our operations. The techniques

Further, implementing our strategy to pursue new initiatives that improve our operations and cost structure will result in a larger technological presence and corresponding exposure to cybersecurity risk. Failure to adequately assess and identify cybersecurity risks associated with new initiatives would increase our vulnerability to such risks.

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Due to the increased remote workforce, we must increasingly rely on information technology systems that are usedoutside our direct control. These systems are potentially vulnerable to obtain unauthorized access, disablecyber-based attacks and security breaches. In addition, cyber criminals are increasing their attacks on individual employees, utilizing interest in pandemic-related information to increase business email compromise scams designed to trick victims into transferring sensitive data or degrade servicefunds, or sabotage systems change frequently and are difficult to detect for long periods of time, and we are accordingly unable to anticipate and prevent all data security incidents.


steal credentials that compromise information systems.

Even if we are fully compliant with legal standards and contractual or other requirements, we still may not be able to prevent security breaches involving sensitive data. We have, and require certain of our third party service providers to have, programs in place to detect, contain and respond to data security incidents. However, the actions and controls we have implemented and continue to implement, or which we seek to cause or have caused third party service providers to implement, may be insufficient to protect our systems, information or other intellectual property. In addition, the techniques used to obtain unauthorized access or interfere with systems change frequently and may be difficult to detect for long periods of time, and we may be unable to anticipate these techniques or implement adequate preventive measures. The sophistication of efforts by hackers to gain unauthorized access to information technology systems has continued to increase in recent years. Breaches, thefts, losses or fraudulent uses of guest,customer, employee or company data could cause consumerscustomers to lose confidence in the security of our websites, mobile applications, point of sale systems and other information technology systems and choose not to purchase from us. Such security breaches also could expose us to risks of data loss, business disruption, litigation and other costs or liabilities, any of which could adversely affect our business.

If our efforts to protect the security of information about our guests and employees and our internal data are unsuccessful, we may face costly litigation and our revenue and our reputation could suffer.
An important component of our business involves the receipt and storage of information about our guests as well as maintaining our internal business data. We are subject to various risks and costs associated with the collection, handling, storage and transmission of our guests' personal information. We have, and require certain of our vendors to have, programs in place to detect, contain and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our employees, contractors, and vendors.  Like many other companies, from time to time, both we and our vendors have experienced data security incidents; however, to

To date, these incidentscybersecurity threats have not beenhad a material toimpact on our business, financial condition or results of operations. If weHowever, the potential consequences of a future material cybersecurity attack on us or our vendors experience significant data security breachesthird party service providers include business disruption; disruption to systems; theft, destruction, loss, corruption, misappropriation or fail to detectunauthorized release of sensitive and/or confidential information or intellectual property (including personal information in violation of one or more privacy laws); reputational and appropriately respond to significant data security breaches, we could be exposed tobrand damage; and potential liability, including litigation fines or other legal actions against us or the imposition by governmental authorities of penalties, fines, fees or liabilities, which, in turn, could cause us to incur significantly increased cybersecurity protection and remediation costs our operations could be disrupted, and our guests could lose confidence inthe loss of customers.

Data privacy regulation and our ability to protectcomply could harm our business.

We are subject to laws that regulate the collection, use, retention, security, and transfer of our customer’s data. Data privacy is subject to frequently changing rules and regulations, such as California’s Consumer Privacy Act (the “CCPA”) that became effective January 1, 2020, which provides a private right of action for data breaches and requires companies that process information on California residents to make certain disclosures to consumers about their information, whichdata collection, use and sharing practices and allow consumers to opt out of certain data sharing with third parties. Compliance with the CCPA, and other current and future applicable privacy and related laws can be costly and time-consuming, and violations of privacy-related laws can result in significant damages and penalties. These laws continue to evolve in ways we cannot predict, both through regulatory and legislative action and judicial decisions, and that may harm our business.

Our privacy policies and practices concerning the collection, use and disclosure of user data are available on our website. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory requirements or orders or other privacy or consumer protection-related laws and regulations, including the CCPA, could cause themresult in proceedings or actions against us by governmental entities or others (e.g., class action privacy litigation), subject us to stop purchasing tickets, memberships or season passes fromsignificant penalties and negative publicity, require us or visitingto change our parks altogether.business practices, increase our costs and adversely affect our business. Data collection, privacy and security have become the subject of increasing public concern. If internet and mobile users were to reduce their use of our websites, mobile platforms, products, and services as a result of these concerns, our business could be harmed.

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Failure to keep pace with developments in technology could adversely affect our operations or competitive position.

The theme park and waterpark industry demands the use of sophisticated technology and systems for operation of our parks, ticket, membership and season pass sales and management, and labor and inventory management. TheseInformation technology systems continue to evolve and, in order to remain competitive, we must implement new technologies may require refinements and upgrades.systems in a timely and efficient manner. The development and maintenance of these technologies may require significant investment by us. As various systemsus and technologies become outdated or new technology is required, we may not be able to replace or introduce them as quickly as needed or in a cost-effective and timely manner. We may not achieve the anticipated benefits we may have been anticipating from anysuch new technologydevelopments or system.

Local events and terrorist activities can adversely impact park attendance.
Lower attendance at our parks may be caused by various local activities that we may not be able to adequately anticipate or respond to. For example, terrorist alerts and threats of future terrorist activities may adversely affect attendance at our parks.

In addition, since some of our parks are near major urban areas and appeal to teenagers and young adults, there may be disturbances at one or more parks that could negatively affect our image. This may result in a decrease in attendance at the affected parks and could adversely impact our results of operations. We cannot predict the frequency or severity of these activities and the effect that they may have on our business, financial condition or results of operations.
upgrades.

There is a risk of accidents occurring at our parks or competing parks which may reduce attendance and negatively impact our operations.

Our brand and our reputation are among our most important assets. Our ability to attract and retain customers depends, in part, upon the external perceptions of the Company, the quality and safety of our parks, services and rides, and our corporate and management integrity. While we carefully maintain the safety of our rides, there are inherent risks involved with these attractions. An accident or an injury (including water-borne illnesses at waterparks)water- or air-borne illnesses) at any of our parks or at parks operated by competitors, particularly an accident or injury involving the safety of guests and employees, that receives media attention, could negatively impact our brand or reputation, cause loss of consumer confidence in the Company, reduce attendance at our parks, and negatively impact our results of operations. For example, in September 2019, a coaster accident at La Feria, a competing park in Mexico, resulted in two fatalities. We believe that the publicity surrounding this accident had a significant negative impact on attendance at our park in Mexico during that period. The considerable expansion in the use of social media over recent years has compounded the impact of negative publicity. If any such incident occurs during a time of high seasonal demand, the effect could disproportionately impact our results of operations for the year.

We depend on a seasonal workforce, many of whom are paid at minimum wage.

Our park operations are dependent in part on a seasonal workforce, many of whom are paid at minimum wage. We seek to manage seasonal wages and the timing of the hiring process to ensure the appropriate workforce is in place for peak and low seasons,seasons; however, we may be unable to recruit and hire sufficient personnel to meet our business needs. In addition, we cannot guarantee that material increases in the cost of securing our seasonal workforce will not occur in the future. Increased state or federal minimum wage requirements, seasonal wages or an inadequate workforce could have an adverse impact on our results of operations. We anticipate that the recent increases to the minimum wage rates will increase our salary, wage and benefit expenses in 20192021 and future years and further legislative changes or competitive wage rates could continue to increase these expenses in the future.

The theme park and waterpark industry competes with numerous entertainment alternatives and such competition may have an adverse impact on our business, financial condition or results of operations.

Our parks compete with other theme parks, waterparks and amusement parks and with other types of recreational facilities and forms of entertainment, including movies, home entertainment options, sporting events, restaurants and vacation travel. Our business is also subject to factors that affect the recreation and leisure time industries generally, such as general economic conditions, including relative fuel prices, and changes in consumer spending habits. The principal competitive factors of a park include location, price, the uniqueness and perceived quality of the rides and attractions, the atmosphere and cleanliness of the park and the quality of its food and entertainment. If we are unable to compete effectively against entertainment alternatives or on the basis of principal competitive factors of the park, our business, financial condition or results of operations may be adversely affected.

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We could be adversely affected by changes in consumer tastes and preferences for entertainment and consumer products.

The success of our parks depends substantially on consumer tastes and preferences that can change in often unpredictable ways and on our ability to ensure that our parks meet the changing preferences of the broad consumer market. We conduct research and analysis before acquiring new parks or opening new rides or attractions and often invest substantial amounts before we learn the extent to which these new parks and new rides or attractions will earn consumer acceptance. If visitor volumes at our parks were to decline significantly or if new rides and entertainment offerings at our parks do not achieve sufficient consumer acceptance, revenues and margins may decline. Our results of operations may also be adversely affected if we fail to retain long-term customer loyalty or provide satisfactory customer service.

Our insurance coverage may not be adequate to cover all possible losses that we could suffer, and our insurance costs may increase.

Although we maintain various safety and loss prevention programs and carry property and casualty insurance to cover certain risks, our insurance policies do not cover all types of losses and liabilities. Additionally, there can be no assurance our insurance will be sufficient to cover the full extent of all losses or liabilities for which we are insured. The majority of our current insurance policies have annual terms and expire on December 31, 2019,2021, and we cannot guarantee we will be able to renew our current insurance policies on favorable terms, or at all. In addition, if we or other theme or waterpark operators sustain significant losses or make significant insurance claims, then our ability to obtain future insurance coverage at


commercially reasonable rates could be materially adversely affected. If our insurance coverage is not adequate, or we become subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by our employees, this could adversely affect our financial condition or results of operations.

If we are not able to fund capital expenditures and invest in future attractions and projects in our parks, our revenues could be negatively impacted.

Because a principal competitive factor for a theme park or a waterpark is the uniqueness and perceived quality of its rides and attractions, we need to make continued capital investments through maintenance and the regular addition of new rides and attractions. A key element for our revenue growth is strategic capital spending on such investments. Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and to raise capital from third parties. We cannot provide assurance our operations will be able to generate sufficient cash flow to fund such costs, or that we will be able to obtain sufficient financing on adequate terms, or at all, which could cause us to delay or abandon certain projects or plans. In addition, any construction delays or ride downtime can adversely affect our attendance and our ability to realize revenue growth.

Incidents involving food contamination, product recalls, product liability claims and associated costs could adversely affect our reputation and our financial condition.

The sale of food, toys and other retail products involves legal and other risks. While we dedicate substantial resources to food safety matters to enable customers to enjoy safe, quality food products, food safety events, including instances of food-borne illness (such as salmonella or E. Coli) could occur in our parks. Instances or reports, whether true or not, of food-safety issues could negatively affect our sales and reputation and could possibly lead to product liability claims, litigation (including class actions), or other damages. We may need to recall food products if they become contaminated, and we may need to recall toys, games or other retail merchandise if there is a design or product defect. Even though we are resellers of food, toys and other retail products, we may be liable if the consumption or purchase of any of the products we sell causes illness or injury. A recall could result in losses due to the cost of the recall, the destruction of product and lost sales due to the unavailability of product for a period of time. A significant food or retail product recall could also result in adverse publicity, damage to our reputation and loss of consumer confidence in our parks, which could have a material adverse effect on our business, financial condition or results of operations.

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We may be unable to purchase or contract with third parties to manufacture theme park or waterpark rides and attractions.

We may be unable to purchase or contract with third parties to build high quality rides and attractions and to continue to service and maintain those rides and attractions at competitive or beneficial prices, or to provide the replacement parts needed to maintain the operation of such rides. In addition, if our third-party suppliers'suppliers’ financial condition deteriorates or they go out of business, we may not be able to obtain the full benefit of manufacturer warranties or indemnities typically contained in our contracts or may need to incur greater costs for the maintenance, repair, replacement or insurance of these assets.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could adversely affect our financial condition or results of operations.
We are subject to allegations, claims and legal actions arising in the ordinary course of our business, which may include claims by third parties, including guests who visit our parks, our employees or regulators. The outcome of these proceedings cannot be predicted. If any of these proceedings is determined adversely to us, or if we receive a judgment, a fine or a settlement involving a payment of a material sum of money, or injunctive relief is issued against us, our business, financial condition and results of operations could be materially adversely affected. Litigation can also be expensive, lengthy and disruptive to normal business operations, including to our management due to the increased time and resources required to respond to and address the litigation.
Additionally, from time to time, animal activist and other third-party groups may make negative public statements about us or bring claims before government agencies or lawsuits against us. Such claims and lawsuits sometimes are based on allegations that we do not properly care for some of our featured animals. On other occasions, such claims and/or lawsuits are specifically designed to change existing law or enact new law in order to impede our ability to retain, exhibit, acquire or breed animals. While we seek to comply with all applicable federal and state laws and vigorously defend ourselves in any lawsuits, there are no assurances as to the outcome of future claims and lawsuits that could be brought against us. An unfavorable outcome in any legal proceeding could have a material adverse effect on our business, financial condition and results of operations. In addition, associated negative publicity could adversely affect our reputation, financial condition and results of operations.

We may not be able to realize the benefits of our international agreements.

Various external factors, including difficult economic and political conditions throughout the world, could negatively affect the progress of our initiatives to develop new Six Flags-branded parks outside of North America. These initiatives could be delayed, and the ultimate success of such parks may be uncertain. For example, the projecton February 14, 2020, we terminated our agreements with our partner in Dubai is currently on hold and someChina to build parks as a result of the China parks' opening schedules have been delayed.

its uncured payment defaults.

Some factors that will be important to the success of our international agreement initiatives are different than those affecting our existing parks. Tastes naturally vary by region, and consumers in new international markets into which we expand our brand may not embrace the parks’ offerings to the same extent as consumers in our existing markets. International agreements are also subject to additional risks, including the performance of our partners and their ability to obtain financing and government approvals; the impact of economic fluctuations in economies outside of the U.S.; difficulties and costs of staffing and managing foreign operations due to distance, language and cultural differences; changes or uncertainties in economic, legal, regulatory, social and political conditions; the enforceability of intellectual property and contract rights; and foreign currency exchange rate fluctuations, currency controls, and potentially adverse tax consequences of overseas operations. If we do not realize the benefits of such transactions, it could have an adverse effect on our financial performance.

Our leases contain default provisions that, if enforced or exercised by the landlord, could significantly impact our operations at those parks.

Of our 2526 theme parks and waterparks, 1112 are located on property that we lease and do not own. Certain of our leases permit the landlord to terminate the lease if there is a default under the lease, including, for example, our failure to pay rent, utilities and applicable taxes in a timely fashion or to maintain certain insurance. If a landlord were to terminate a lease, it would halt our operations at that park and, depending on the size of the park, could have a negative impact on our financial condition and results of operations. In addition, any disputes that may result from such a termination may be expensive to pursue and may divert money and management'smanagement’s attention from our other operations and adversely affect our business, financial condition or results of operations.

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Our intellectual property rights are valuable, and any inability or material increase in the cost to protect them could adversely affect our business.

Our intellectual property, including our trademarks and domain names and other proprietary rights, constitutes a significant part of our value. To protect our intellectual property rights, we rely upon a combination of trademark, trade secret and unfair competition laws of the United States and other countries, as well as contract provisions and third-party policies and procedures governing internet/domain name registrations. However, there can be no assurance these measures will be successful in any given case, particularly in those countries where the laws do not protect our proprietary rights as fully as in the United States. We may be unable to prevent the misappropriation, infringement or violation of our intellectual property rights, breach of any contractual obligations to us, or independent development of intellectual property that is similar to ours, any of which could reduce or eliminate any competitive advantage we have developed, adversely affect our revenues or otherwise harm our business.

We may be In addition, pursuant to our license agreements, we have exclusive theme park usage rights in the U.S. (except for the Las Vegas metropolitan area), Canada and Mexico to certain Warner Bros. and DC Comics animated characters. The license fee is subject to claims for infringingperiodic scheduled adjustments and CPI increases, and Warner Bros. has the intellectual property rightsright to terminate the agreements under certain circumstances, such as a default under the Subordinated Indemnity Agreement. The termination of others, which could be costly and resultthese licenses, or a material increase in the loss of intellectual property rights.
We cannot be certain that we do not and will not infringe the intellectual property rights of others. Wecost to retain these licenses, could have been in the past, and may be in the future, subject to litigation and other claims in the ordinary course ofa material adverse effect on our business based on allegations of infringement or other violations of the intellectual property rights of others. Regardless of their merits, intellectual property claims can divert the efforts of our personnel and are often time-consuming and expensive to litigate or settle. In addition, to the extent claims against us are successful, we may have to pay substantial monetary damages or discontinue, modify, or rename certain products or services that are found to be in violation of another party's rights. We may have to seek a license (if available on acceptable terms, or at all) to continue offering products and services, which may increase our operating expenses.
financial condition.

Increased labor costs and employee health and welfare benefits may reduce our results of operations.

Labor is a primary component in the cost of operating our business. We devote significant resources to recruiting and training our managers and employees. Increasedemployees in order to meet our guests’ high expectations for service. Our ability to control labor costs dueis subject to competition, increasednumerous external factors, including market pressures with respect to prevailing wage rates, unemployment levels, and health and other insurance costs, as well as the impact of legislation or regulations governing labor relations, minimum wage, or employee benefit costs or otherwise, would adversely impact our operating expenses. The Patient Protection and Affordable Care Act of 2010 and the amendments thereto contain provisions which will impact our future healthcare costs. We do not anticipate these changes will result in a material increase in our operating costs. benefits. Our results of operations are also substantially affected by costs of retirement, including as a result of macro-economicmacroeconomic factors beyond our control, such as declines in investment returns on pension plan assets and changes in discount rates used to calculate pension and related liabilities.


Additionally, we contribute to multiple defined benefit multiemployer pension plans on behalf of our collectively bargained employees of Six Flags Great Adventure LLC. If we were to cease contributing to or otherwise incur a withdrawal from any such plans, we could be obligated to pay withdrawal liability assessments based on the underfunded status (if any) of such plans at the time of the withdrawal. The amount of any multiemployer pension plan underfunding can fluctuate from year to year, and thus there is a possibility that the amount of withdrawal liability that we could incur in the future could be material, which could materially adversely affect our financial condition.

Unionization activities or labor disputes may disrupt our operations and affect our profitability.

As of December 31, 2018,2020, approximately 17%12% of our full-time and approximately 11% of our seasonal employees were subject to labor agreements with local chapters of national unions. We have collective bargaining agreements in place for certain employees at Six Flags Over Georgia, Six Flags Magic Mountain, Six Flags Great Adventure, Six Flags Over Texas, Six Flags St. Louis, and La Ronde. New unionization activity or a labor dispute involving our employees could disrupt our operations and reduce our revenues, and resolution of unionization activities or labor disputes could increase our costs. Litigation relating to employment and/or wage and hour disputes could also increase our operating expenses. Such disrupted operations, reduced revenues or increased costs could have a material adverse effect on our financial condition and results of operations.

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Our operations and our ownership of property subject us to environmental, health and safety and other regulations, which create uncertainty regarding future expenditures and liabilities.

Our operations involve wastewater and stormwater discharges and air emissions, and as a result are subject to environmental, health and safety laws, regulations and permitting requirements. These requirements are administered by the U.S. Environmental Protection Agency and the states and localities where our parks are located (and can also often be enforced through citizen suit provisions), and include the requirements of the Clean Water Act and the Clean Air Act. Our operations also involve maintaining underground and aboveground storage tanks, and managing and disposing of hazardous substances, chemicals and materials and are subject to federal, state and local laws and regulations regarding the use, generation, manufacture, storage, handling and disposal of these substances, chemicals and materials, including the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). A portion of our capital expenditures budget is intended to ensure continued compliance with environmental, health and safety laws, regulations and permitting requirements. In the event of contamination or injury as a result of a release of or exposure to regulated materials, we could be held liable for any resulting damages. For example, pursuant to CERCLA, past and current owners and operators of facilities and persons arranging for disposal of hazardous substances may be held strictly, jointly and severally liable for costs to remediate releases and threatened releases of hazardous substances. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate property properly, may impair our ability to use, transfer or obtain financing regarding our property. Our activities may be affected by new legislation or changes in existing environmental, health and safety laws. For example, the state or federal government having jurisdiction over a given area may enact legislation and the U.S. Environmental Protection Agency or applicable state entity may propose new regulations or change existing regulations that could require our parks to reduce certain emissions or discharges. Such action could require our parks to install costly equipment or increase operating expenses. We may be required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the future, or comply with other environmental requirements.

We also are subject to federal and state laws, which prohibit discrimination and other laws regulating the design and operation of facilities, such as the Americans With Disabilities Act. Compliance with these laws and regulations can be costly and increase our exposure to litigation and governmental proceedings, and a failure or perceived failure to comply with these laws could result in negative publicity that could harm our reputation, which could adversely affect our business.

We may not be able to attract and retain key management and other key employees.
Our employees, particularly our key management, are vital to our success and difficult to replace. We may be unable to retain them or to attract other highly qualified employees, particularly if we do not offer employment terms competitive with the rest of the market. Failure to attract and retain highly qualified employees, or failure to develop and implement a viable succession plan, could result in inadequate depth of institutional knowledge or skill sets, adversely affecting our business.

Risks Related to Our Indebtedness and Common Stock

A portion of our cash flow is required to be used to fund our substantial monetary obligations.

We must satisfyhave significant financial obligations under our debt instruments and the following Partnership Park arrangements. See the Partnership Parks section in Note 15 (Commitments and Contingencies) to the consolidated financial statements in Item 8 for a detailed discussion of our obligations with respect to the Partnership Parks:

We must make annual distributions to our partners in the Partnership Parks, which will amount to approximately $72.5 million in 2019 (based on our ownership of units as of December 31, 2018, our share of the distribution will be approximately $31.7 million), with similar amounts (adjusted for changes in cost of living) payable in future years.
We must spend a minimum of approximately 6% of each of the Partnership Parks' annual revenues over specified periods for capital expenditures.
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 $525.3 million as of December 31, 2018. 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.
We expect to use cash flow from the operations at the Partnership Parks to satisfy all or part of our annual distribution and capital expenditure obligations with respect to these parks before we use any of our other funds. The two partnerships generated approximately $77.6 million of cash in 2018 from operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or repayments to us. As of December 31, 2018, we had loans outstanding of $239.3 million to the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta, and to make capital improvements and distributions to the limited partners in prior years. The obligations relating to SFOG continue until 2027 and those relating to SFOT continue until 2028. In the event of a default by us under the Subordinated Indemnity Agreement or of our obligations to our partners in the Partnership Parks these arrangements, would permit Time Warner has the right to take full control of both the entities that own limited partnership units and the managing partner, and we would lose control of the Partnership Parks. In addition, such a default could trigger an event of default under the Second Amended and Restated Credit Facility. For more information regarding the Subordinated Indemnity Agreement, seeSee "Business—Partnership Park Arrangements."
The vast majority ofArrangements" for additional information.

If we are unable to make payments on our capital expenditures in 2019 and beyond will be made on a discretionary basis, although such expenditures are important to the parks' ability to sustain and grow revenues. We spent $133.1 million on capital expenditures, net of property insurance recoveries, for all of our continuing operations in the 2018 calendar year. Our business plan includes targeted annual capital spending of approximately 9% of revenues in 2019. We may not, however, achieve our targeted rate of capital spending, which may cause us to spend in excess of,debt or less than, our anticipated rate.

Our indebtedness under the Amended and Restated Credit Facility andsatisfy our other obligations, could have material negative consequencesor if we fail to us and investors in our securities. The followingobtain future financing that may be necessary for working capital, capital expenditures, payment of debt, or the Partnership Park obligations, it could materially adversely affect our business, financial condition or results of operations:
operations.

We may not be ableplan to satisfy allstrategically reinvest in our properties to improve the guest experience and our business plan includes targeted annual capital spending. However, depending on various factors including strategic initiatives, the duration of the COVID-19 pandemic, unanticipated delays in the completion 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 debtprojects, weather conditions, increased labor costs, and availability and cost of ride components, we may have incurred.

We could have difficulties obtaining necessary financing in the future for working capital,spend more or less than our planned target amount. In 2020, we spent $98.4 million on capital expenditures, debt service requirements, refinancing or other purposes.net of property insurance recoveries, which was less than we originally planned.

We could have difficulties obtaining additional financing to fund our annual Partnership Park obligations if the amount

25

Table of the Amended and Restated Credit Facility is insufficient.Contents

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.
Adverse economic or industry conditions may have a more negative impact on us.

We cannot be sure that cash generated from our parks will be as high as we expect or that our expenses will not be higher than we expect. Because a portion of our expenses are fixed in any given year, our operating cash flows are highly dependent on revenues, which are largely driven by attendance levels, in-park sales, accommodations and sponsorship and international agreement activity. A lower amount of cash generated from our parks or higher expenses than expected, when coupled with our debt obligations, could adversely affect our ability to fund our operations.


The instruments governing our indebtedness include financial and other covenants that will impose restrictions on our financial and business operations.
The instruments governing our indebtedness restrict our ability to, among other things, incur additional indebtedness, incur liens, make investments, sell assets, pay dividends, repurchase stock or engage in transactions with affiliates. In addition, the Amended and Restated Credit Facility contains financial covenants that will require us to maintain a minimum interest coverage ratio and a maximum senior secured leverage ratio. These covenants may have a material impact on our operations. If we fail to comply with the covenants in the Amended and Restated Credit Facility or the indenture governing Holdings' $300.0 million of 4.875% senior unsecured notes due 2024 (the "2024 Notes"), $700.0 million of 4.875% senior unsecured notes due 2024 (the "2024 Notes Add-on"), and $500.0 million of 5.50% senior unsecured notes due 2027 (the "2027 Notes") and are unable to obtain a waiver or amendment, an event of default would result under the applicable debt instrument.
Events beyond our control, such as weather and economic, financial and industry conditions, may affect our ability to continue meeting our financial covenant ratios under the Amended and Restated Credit Facility. The need to comply with these financial covenants and restrictions could limit our ability to execute our strategy and expand our business or prevent us from borrowing more money when necessary.
The Amended and Restated Credit Facility and the indentures governing the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes also contain other events of default customary for financings of these types, including cross defaults to certain other indebtedness, cross acceleration to other indebtedness and certain change of control events. If an event of default were to occur, the lenders under the Amended and Restated Credit Facility could declare outstanding borrowings under the Amended and Restated Credit Facility immediately due and payable and the holders of the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes could elect to declare the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes to be due and payable, together with accrued and unpaid interest. We cannot provide assurance we would have sufficient liquidity to repay or refinance such indebtedness if it was accelerated upon an event of default. In addition, an event of default or declaration of acceleration under the Amended and Restated Credit Facility could also result in an event of default under other indebtedness.
We can make no assurances we will be able to comply with these restrictions in the future or that our compliance would not cause us to forego opportunities that might otherwise be beneficial to us.

We may be unable to service our indebtedness.

Our ability to make scheduled payments on and to refinance our debt, including the Second Amended and Restated Credit Facility and the 2024 Notes, the 2024 Notes Add-on, the 2025 Notes and the 2027 Notes (each as defined below), depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control, including the availability of financing in the banking and capital markets. We cannot provide assurance our business will generate sufficient cash flow from operations or future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs. If we are unable to meet our debt obligations or to fund our other liquidity needs, we may be forced to reduce or delay scheduled expansion and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt, which could cause us to default on our debt obligations and impair our liquidity. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. If we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, we cannot provide assurance the terms of any such transaction will be satisfactory to us or if, or how soon, any such transaction could be completed.

The Second Amended and Restated Term Loan B has interest payments calculated on a London Inter-Bank Offered Rate (“LIBOR”) plus an additional percentage based on credit risk. LIBOR is the subject of recent proposals for reform. On July 27, 2017, the United Kingdom’s Financial Conduct Authority announced that it intends to stop persuading and compelling banks to submit LIBOR rates after 2021. These reforms may cause LIBOR to cease to exist, new methods of calculating LIBOR to be established or the establishment of an alternative reference rate. The consequences cannot be entirely predicted and could have an adverse impact on our current interest payments. Changes in market interest rates may influence our future financing costs and could reduce our earnings and cash flows.

The stock price of Holdings'Holdings’ common stock may change significantly, and you may not be able to sell shares of Holdings’ common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

The trading price of Holdings’ common stock has been, and may continue to be, volatile. In addition to the risk factors discussed in this Annual Report, the trading price of Holdings’ common stock may be volatile, which could cause the value of an investment in Holdings' common stockadversely affected due to decline.

We can give no assurances about future liquidity in the trading market for Holdings' common stock. If there is limited liquidity in the trading market for Holdings' common stock, a sale of a large number of sharesfactors, many of Holdings' common stock could be adversely disruptive to the market price of Holdings' common stock.
Numerous factors, including many over which we have noare beyond our control, may have a significant impact on the market price of Holdings' common stock. These risks include those described or referred to in this "Risk Factors" section and in other documents incorporated herein by reference as well as, among other things:
Ourincluding: (i) our operating and financial performance and prospects;
Ourperformance; (ii) our ability to repay our debt;
Our access to financial and capital markets (iii) our ability to refinance our debt or replace the existing credit facilities;
Investordebt; (iv) investor perceptions of us and the industry and markets in which we operate;

Our (v) our dividend policy;
Our stock repurchase program;
Future sales of equity or equity-related securities;
Changes (vi) changes in earnings estimates or buy/sell recommendations by analysts; and
General (viii) general financial, domestic, economic and other market conditions.

In addition, our business and long-range planning process is designed to maximize our long-term strength, growth, and profitability. We believe that this longer-term focus is in the best interests of the Company and stockholders. At the same time, however, we recognize that, when possible, it is helpful to provide investors with guidance as to our forecast of EBITDA and other financial metrics or projections from time to time. We do not have any responsibility to provide guidance or to update any of our forward-looking statements at such times or otherwise. In addition, any longer-term guidance that we provide is based on goals that we believe, at the time guidance is given, are reasonably attainable for growth and performance over a number of years. However, such long-range targets are difficult to predict. For example, in 2016 we established a long-term aspirational goal to achieve Modified EBITDA of $750 million by 2020 but this goal was not ultimately achieved. If, or when, we announce actual results that differ from those that have been predicted by us, outside investment analysts, or others, our stock price could be adversely affected. Investors who rely on these stated goals

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when making investment decisions with respect to our securities do so at their own risk. We take no responsibility for any losses suffered as a result of such changes in our stock price.

We periodically return value to investors through payment of quarterly dividends and common stock repurchases. In April 2020 and August 2020, in connection with amendments to the Second Amended and Restated Credit Agreement, we announced we were suspending our quarterly dividend payment and stock repurchase program due to the impact of the COVID-19 pandemic until the earlier December 31, 2022, or such time as SFTP reduces the incremental revolving credit commitments by $131 million and begins using actual results to test covenant compliance. However, given the uncertainty associated with the ultimate impact of the COVID-19 pandemic on our business and operations, we may determine that it is prudent to continue these suspensions for longer depending on any then-existing limitations on our working capital. Investors may have an expectation that we will resume our dividend at a certain time and at certain levels or repurchase shares available under Holdings’ repurchase program. The stock price of Holdings’ common stock could be adversely affected if our cash dividend rate or common stock repurchase activity differs from investors’ expectations.

The instruments governing our indebtedness include financial and other covenants that will impose restrictions on our financial and business operations.

The instruments governing our indebtedness restrict our ability to, among other things, incur additional indebtedness, incur liens, make investments, sell assets, pay dividends, repurchase stock or engage in transactions with affiliates. In addition, the Second Amended and Restated Credit Facility contains financial covenants that will require us to maintain a maximum senior secured leverage ratio. These covenants may have a material impact on our operations. If we fail to comply with the covenants in the Second Amended and Restated Credit Facility or the indentures governing Holdings’ 4.875% senior unsecured notes due 2024 (the "2024 Notes"), add-on 4.875% senior unsecured notes due 2024 (the "2024 Notes Add-on"), 7.00% senior secured notes due 2025 (the “2025 Notes”), and 5.50% senior unsecured notes due 2027 (the "2027 Notes") and are unable to obtain a waiver or amendment, an event of default would result under the applicable debt instrument.

Events beyond our control, such as weather and economic, financial and industry conditions, may affect our ability to continue meeting our financial covenant ratios under the Second Amended and Restated Credit Facility. The need to comply with these financial covenants and restrictions could limit our ability to execute our strategy and expand our business or prevent us from borrowing more money when necessary.

The Second Amended and Restated Credit Facility and the indentures governing the 2024 Notes, the 2024 Notes Add-on, the 2025 Notes and the 2027 Notes also contain other events of default customary for financings of these types, including cross defaults to certain other indebtedness, cross acceleration to other indebtedness and certain change of control events. If an event of default were to occur, the lenders under the Second Amended and Restated Credit Facility could declare outstanding borrowings under the Second Amended and Restated Credit Facility immediately due and payable and the holders of the 2024 Notes, the 2024 Notes Add-on, the 2025 Notes and the 2027 Notes could elect to declare the 2024 Notes, the 2024 Notes Add-on, the 2025 Notes and the 2027 Notes to be due and payable, together with accrued and unpaid interest. We cannot provide assurance we would have sufficient liquidity to repay or refinance such indebtedness if it was accelerated upon an event of default. In addition, an event of default or declaration of acceleration under the Second Amended and Restated Credit Facility could also result in an event of default under other indebtedness.

In connection with the amendments to the Second Amended and Restated Credit Facility, we agreed to suspend the repurchase of Holdings’ common stock and payment of dividends until the earlier of December 31, 2022, or such time as SFTP reduces the incremental revolving credit commitments by $131 million and begins using actual results to calculate covenant compliance. However, given the present uncertainty associated with the ultimate impact of COVID-19 on our business and operations, we may determine that it is prudent to continue suspending the repurchase of Holding’s common stock and payment of dividends after the restrictions under the Second Amended and Restated Credit Facility are terminated depending on any then-existing limitations on our working capital.

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We can make no assurances we will be able to comply with these restrictions in the future or that our compliance would not cause us to forego opportunities that might otherwise be beneficial to us.

Changes in our credit ratings could adversely affect the price of Holdings'Holdings’ common stock.

We receive debt ratings from the major credit rating agencies in the United States. Factors that may impact our credit ratings include the sizable attendance and revenue generated from our portfolio of geographically diversified regional theme parks and waterparks, vulnerability to cyclical discretionary consumer spending, and seasonality of our operations. As the result of the COVID-19 pandemic and impact of expanding restrictions and quarantines on the entertainment industry, the credit rating agencies lowered the ratings on several theme park companies. In March 2017, in connection with the issuance of the 2027 Notes, Moody's assigned a B22020, Standard and Poor’s lowered our issuer credit rating to the 2027 Notes, upgraded the 2024 NotesB+ from B3 to B2,BB with a “negative outlook.” Additionally, Standard and reaffirmed our Ba1Poor’s lowered the rating on the credit facility and our B1 corporate family rating. In March 2017, Standard & Poor's assigned a BB- rating to the 2027 Notes, and reaffirmed our BB- rating on the 2024 Notes and 2027 Notes to B from BB- with a “negative outlook” and lowered the rating on our senior secured credit facility to BB corporatefrom BBB- with “negative” outlook. In April 2020, Moody’s lowered our issuer credit rating to B2 from B1 with a “negative outlook.” Additionally, Moody’s lowered the rating on our 2024 Notes and 2027 Notes to B3 from B2 with a “negative outlook” and lowered the rating on our senior secured credit facility to Ba2 from Ba1 with a “negative outlook.” In April 2020, the newly issued 2025 Notes were assigned a rating of BB and Ba2 from Standard and Poor’s and Moody’s, respectively, consistent with our senior secured credit rating. BothIn September 2020, Standard and Poor’s further lowered our issuer credit rating agencies have placedto B- from B+ and our issue-level ratings to B from BB- and CCC from B- on "stableour senior secured and senior unsecured issuances, respectively, while maintaining a “negative outlook." We cannot provide assurance our ratings will improve or remain the same. A negative change in our ratings or the perception such a change might occur could adversely affect the market price of Holdings'Holdings’ common stock.

Various factors could affect Holdings' ability to sustain its dividend.
Holdings' ability to pay a dividend on its common stock or sustain it at current levels is subject to our ability to generate sufficient cash flow to pay dividends. In addition, our debt agreements contain certain limitations on the amount of cash we are permitted to distribute to our stockholders by way of dividend or stock repurchase.

Holdings is a holding company and is dependent on dividends and other distributions from its subsidiaries.

Holdings is a holding company and substantially all of its operations are conducted through direct and indirect subsidiaries. As a holding company, it has no significant assets other than its equity interests in its subsidiaries. Accordingly, Holdings is dependent on dividends and other distributions from its subsidiaries to meet its obligations, including the obligations under the AmendedCompany’s debt agreements, and, Restated Credit Facility, the 2024 Notes, the 2024 Notes Add-on, and the 2027 Notes, andat such time as dividend payments by Holdings are no longer suspended, to pay the dividenddividends on Holdings'Holdings’ common stock. If these dividends and other distributions are not sufficient for Holdings to meets its financial obligations, or not available to Holdings due to restrictions in the instruments governing our indebtedness, it could cause Holdings to default on ourits debt obligations, which would impair our liquidity and adversely affect our financial condition and our business. We had $44.6$157.8 million of cash and cash equivalents on a consolidated basis at December 31, 2018,2020, of which $2.2$24.0 million was held at Holdings.

Provisions in Holdings' corporate documents and the law of the State of Delaware

Holdings’ short-term stockholder rights plan, as well as provisions in Holdings’ charter, bylaws and Delaware law, and change of control provisions in certain of our debt and other agreements could delay or prevent an acquisition of us by a changethird party.

On March 31, 2020, Holdings’ Board of Directors approved the adoption of a short-term stockholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company’s common stock. The rights plan has a one-year term, expiring on March 30, 2021. The rights are designed to enable the Company’s stockholders to realize the long-term value of their investment, ensure that all stockholders receive fair and equal treatment in the event of any proposed takeover of the Company, and to guard against tactics to gain control even ifof the Company without paying all stockholders an appropriate premium for that changecontrol. The stockholder rights plan would be beneficialcause substantial dilution to stockholdersany person or could have a materially negative impactgroup that attempts to acquire us on our business.

Certain provisionsterms not approved in Holdings' Restated Certificateadvance by Holdings’ Board of Incorporation, the AmendedDirectors and Restated Credit Facility and the indentures governing the 2024 Notes, the 2024 Notes Add-on and the 2027 Notes may have the effect of deterring transactions involvingdelaying, discouraging or preventing a change in control of us, including transactions in whichthat might otherwise be beneficial to stockholders might receive a premium for their shares.
Holdings' Certificate of Incorporation provides for the issuance of up to 5,000,000 shares of preferred stock with such designations, rights and preferences as may be determined from time to time by Holdings' Board of Directors. The authorization of preferred shares empowers Holdings' Board of Directors, without further stockholder approval, to issue preferred shares with dividend, liquidation, conversion, voting or other rights that couldmight adversely affect the voting powermarket price of our common stock.

In addition, Holdings’ charter and debt agreements contain provisions that could have the effect of delaying, deferring or other rights of the holders of the common stock. If issued, the preferred stock could also dilute the holders of Holdings'preventing a transaction or a change in control that might involve a premium price for Holdings’ common stock and couldor otherwise be used to discourage, delay or prevent a changein the best interest of control of us.

stockholders.Holdings is also subject to the anti-takeover provisions of the Delaware General Corporation Law,law, which could have the effect of delaying or preventing a change of control in some circumstances. All

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Table of the foregoing factors could materially adversely affect the price of Holdings' common stock.Contents

The Amended and Restated Credit Facility contains provisions pursuant to which it is an event of default if any "person" becomes the beneficial owner of more than 35% of the common stock. This could deter certain parties from seeking to acquire us and if any "person" were to become the beneficial owner of more than 35% of the common stock, we

GeneralRisk Factors

We may not be able to repayattract and retain key management and other key employees.

Our employees, particularly our key management, are vital to our success and difficult to replace. We may be unable to retain them or to attract other highly qualified employees, particularly if we do not offer employment terms competitive with the rest of the market. Failure to attract and retain highly qualified employees, or failure to develop and implement a viable succession plan, could result in inadequate depth of institutional knowledge or skill sets, adversely affecting our business.

Risk related to tariffs and other duties

We source merchandise for resale and other products used in our business from entities located outside of North America. Additionally, some of our ride manufacturers may be located in foreign countries or may utilize components or materials manufactured or sourced from foreign countries. Our business exposes us to risks associated with global commerce, including changes to tariffs, quotas and other restrictions on imports. While existing tariffs and duties have not had a material impact on our business, the U.S. government may impose additional tariffs on thousands of products sourced from foreign countries and has expressed a willingness to impose additional or increased tariffs on goods imported from China, including many items that we purchase for our business. While the impact has been immaterial to date, tariffs or duties could lower our gross margin on impacted products. Additionally, even if the products that we import are not affected directly by tariffs or other duties, the imposition of such indebtedness.


additional tariffs on goods imported into the United States could cause increased pricing of other consumer goods, which could lower the discretionary income of our potential guests and decrease attendance or in-park spending.

We may be subject to claims for infringing the intellectual property rights of others, which could be costly and result in the loss of intellectual property rights.

We cannot be certain that we do not and will not infringe the intellectual property rights of others. We have the exclusive right to use certain Warner Bros. and DC Comics characters in our parksbeen in the U.S. (exceptpast, and may be in the Las Vegas metropolitan area), Canada, Mexicofuture, subject to litigation and certain other countries. Warner Bros. can terminate these licenses under certain circumstances, including the acquisition of us by persons engagedclaims in the movieordinary course of our business based on allegations of infringement or television industries. This could deterother violations of the intellectual property rights of others. Regardless of their merits, intellectual property claims can divert the efforts of our personnel and are often time-consuming and expensive to litigate or settle. In addition, to the extent claims against us are successful, we may have to pay substantial monetary damages or discontinue, modify, or rename certain parties from seekingproducts or services that are found to acquire us.

be in violation of another party’s rights. We may have to seek a license (if available on acceptable terms, or at all) to continue offering products and services, which may increase our operating expenses.

ITEM 1B.UNRESOLVED STAFF COMMENTS

ITEM 1B.UNRESOLVED STAFF COMMENTS

We have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days or more preceding the end of our 20182020 fiscal year and that remain unresolved.

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ITEM 2.PROPERTIES

ITEM 2.PROPERTIES

Set forth below is a brief description of our material real estate as of December 31, 2018.2020. See also "Business—Description of Parks."

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 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—2,111 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)
Six Flags Magic Mountain, Valencia, California—250 acres (owned)
Six Flags Magic Mountain, Valencia, California—250 acres (owned)
Six Flags Mexico, Mexico City, Mexico—110 acres (occupied pursuant to a permit agreement)(2)
Six Flags New England, Agawam, Massachusetts—262 acres (substantially all owned)
Six Flags New England, Agawam, Massachusetts—262 acres (substantially all owned)
Six Flags Over Georgia, Austell, Georgia—283 acres (leasehold interest)(3)
Six Flags Over Texas, Arlington, Texas—217 acres (leasehold interest)(3)
Six Flags St. Louis, Eureka, Missouri—320 acres (owned)
Six Flags St. Louis, Eureka, Missouri—320 acres (owned)
Six Flags White Water Atlanta, Marietta, Georgia—69 acres (owned)(4)
La Ronde, Montreal, Canada—146 acres (leasehold interest)(5)
The Great Escape and Lodge, Queensbury, New York—345 acres (owned)
The Great Escape and Lodge, Queensbury, New York—345 acres (owned)
Six Flags Hurricane Harbor Concord, Concord, California—24 acres (leasehold)(6)
Six Flags Darien Lake, Buffalo, New York - York—982 acres (leasehold)(7)
Frontier City, Oklahoma City, Oklahoma - Oklahoma—113 acres (leasehold)(7)
White Water Bay,Six Flags Hurricane Harbor Oklahoma City, Oklahoma - City, Oklahoma—24 acres (leasehold)(7)
Six Flags Hurricane Harbor Phoenix, Glendale, Arizona - Arizona—33 acres (leasehold)(8)
Six Flags Hurricane Harbor Splashtown, Spring, Texas - Texas—46 acres (leasehold)(7)

Six Flags Hurricane Harbor Rockford, Rockford, IL—43 acres (leasehold) (9)
(1)The site is leased from the Mexican Social Security Institute. The lease expires in 2036. The waterpark opened to the public in 2017.
(2)The permit agreement is with the Federal District of Mexico City. The agreement expires in 2024.
(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.
(4)Owned by the Georgia partnership.
(5)The site is leased from the City of Montreal. The lease expires in 2065.
(6)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.
(7)These sites are leased from EPR Parks, LLC pursuant to a lease that expires in 2037. We began operating these parks in 2018.
(8)This site is leased from EPR Parks, LLC pursuant to a lease that expires in 2033. We began operating the waterpark in 2018.
(9)This site is leased from the Rockford Park District. The lease expires in 2029. We began operating the waterpark in 2019.

In addition to the foregoing, we also lease office space and a limited number of rides and attractions at our parks.parks and office space. See Note 1416 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report for a discussion of lease commitments. We consider our properties to be well maintained, in good condition and adequate for their present uses and business requirements. We have granted to our lenders under the Second Amended and Restated Credit Facility agreement and the collateral agent under the indenture governing our 2025 Notes, a mortgage on substantially all of our owned United States properties.

ITEM 3.LEGAL PROCEEDINGS

Information regarding legal proceedings is included in Note 15, Commitments and Contingencies, to the consolidated financial statements in Item 8 of this Annual Report.

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ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

ITEM 3.LEGAL PROCEEDINGS
The nature

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Table of the industry in which we operate tends to expose us to claims by guests, generally for injuries. Accordingly, we are party to various legal actions arising in the normal course of business, including the proceedings discussed below.


On January 7, 2016, a potential class action complaint was filed against Six Flags Entertainment Corporation in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act ("BIPA") in connection with the admission of season pass holders and members through the finger scan program that commenced in the 2014 operating season at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorneys' fees and an injunction. An aggrieved party under BIPA may recover (i) $1,000 if a company is found to have negligently violated BIPA or (ii) $5,000 if found to have intentionally or recklessly violated BIPA, plus reasonable attorneys' fees in each case. The complaint does not allege that any information was misused or disseminated. On April 7, 2017, the trial court certified two questions for consideration by the Illinois Appellate Court of the Second District. On June 7, 2017, the Illinois Appellate Court granted our motion to appeal. Accordingly, two questions regarding the interpretation of BIPA were certified for consideration by the Illinois Appellate Court. On December 21, 2017, the Illinois Appellate Court found in our favor, holding that the plaintiff had to allege more than a technical violation of BIPA and had to be injured in some way in order to have a right of action. On March 1, 2018, the plaintiff filed a petition for leave to appeal to the Illinois Supreme Court. On May 30, 2018, the Illinois Supreme Court granted the plaintiff's leave to appeal and oral arguments were heard on November 20, 2018. On January 25, 2019, the Illinois Supreme Court found in favor of the plaintiff holding that the plaintiff does not need to allege an actual injury beyond the violation of his rights under BIPA in order to proceed with a complaint. We intend to continue to vigorously defend ourselves against this litigation. Since this litigation is still in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss in excess of the immaterial amount that we have recorded for this litigation cannot be made.

During 2017, four potential class action complaints were filed against Six Flags Entertainment Corporation or one of its subsidiaries. Complaints were filed on August 11, 2017 in the Circuit Court of Lake County, Illinois, on September 1, 2017 in the United States District Court for the Northern District of Georgia, on September 11, 2017 in the Superior Court of Los Angeles County, California, and on November 30, 2017 in the Superior Court of Ocean County, New Jersey. The complaints allege that we, in violation of federal law, printed more than the last five digits of a credit or debit card number on customers’ receipts, and/or the expiration dates of those cards. A willful violation may subject a company to liability for actual damages or statutory damages between $100 and $1,000 per person, punitive damages in an amount determined by a court, and reasonable attorneys’ fees, all of which are sought by the plaintiffs. The complaints do not allege that any information was misused. We intend to vigorously defend ourselves against this litigation. Since this litigation is in an early stage, the outcome is currently not determinable, and a reasonable estimate of loss or range of loss cannot be made.    

We are party to various other legal actions, including intellectual property disputes and employment and/or wage and hour litigation, arising in the normal course of business. We do not expect to incur any material liability by reason of such actions.Contents

ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.

PART II

ITEM 5.MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.              MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Holdings' and Record Holders

Holdings’ common stock tradesis listed on the New York Stock Exchange under the ticker symbol "SIX."


The table below presents the high and low sales price of our common stock and the quarterly dividend paid per share of common stock during the years ended December 31, 2018 and 2017:
 
Sales Price
Per Share
 
Dividends Declared
Per Share
 High Low 
2019     
First Quarter (through February 14, 2019)$64.28
 $52.50
 $0.82
2018     
Fourth Quarter$69.82
 $49.79
 $0.82
Third Quarter$72.39
 $62.67
 $0.78
Second Quarter$73.38
 $58.93
 $0.78
First Quarter$70.44
 $59.50
 $0.78
2017     
Fourth Quarter$67.94
 $58.76
 $0.70
Third Quarter$61.66
 $51.25
 $0.64
Second Quarter$65.19
 $57.01
 $0.64
First Quarter$62.63
 $57.05
 $0.64
Holders of Record
As of February 14, 2019,19, 2021, there were approximately 66273 stockholders of record of Holdings'Holdings’ common stock. This does not reflect holders who beneficially own common stock held in nominee or street name.
Quarterly name accounts through brokers or banks.

Dividends

In November 2018, Holdings' Board

Prior to the temporary suspension of Directors increasedpark operations on March 13, 2020 due to the COVID-19 pandemic, Holdings announced a quarterly cash dividend from $0.78of $0.25 per share of common stock, representing a 70% reduction from the dividend declared in February 2019. Holdings did not declare a dividend during the remainder of the year ended December 31, 2020. In connection with the amendment to $0.82 per share of common stock.

The amount and timing of any future dividends payable on Holdings' common stock are within the sole discretion of Holdings' Board of Directors. Holdings' Board of Directors currently anticipates continuing to pay cash dividends on Holdings' common stock on a quarterly basis. However, the declaration and amount of any future dividends depend on various factors including the Company's earnings, cash flows, financial condition and other factors. Furthermore, theSecond Amended and Restated Credit Facility in April 2020 and August 2020, we agreed to extend the indentures governingsuspension of the 2024 Notes,repurchase of Holdings’ common stock and payment of dividends until the 2024 Notes Add-onearlier of December 31, 2022, or such time as SFTP reduces the incremental revolving credit commitments by $131 million and begins using actual results to calculate covenant compliance. However, given the 2027 Notes include certainpresent uncertainty associated with the ultimate impact of COVID-19 on our business and operations, we may determine that it is prudent to continue suspending payment of dividends after the restrictions under the Second Amended and Restated Credit Facility are terminated depending on any then-existing limitations on Holdings' ability to pay dividends.our working capital. For more information, see "Management's"Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in Item 7 of this Annual Report and Note 78 to the consolidated financial statements in Item 8 of this Annual Report.

Issuer Purchases of Equity Securities

On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permitted Holdings to repurchase an incremental $500.0 million in shares of Holdings'Holdings’ common stock (the "June 2016 Stock Repurchase Plan"). Holdings fully utilized the availability under the June 2016 Stock Repurchase Plan by May 2017. Throughout the program, Holdings repurchased 8,392,000 shares at a cumulative cost of approximately $500.0 million and an average price per share of $59.58.

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0$500 million in shares of Holdings'Holdings’ common stock (the "March 2017 Stock Repurchase Plan"). As of February 14, 2019,19, 2021, Holdings had repurchased 4,603,0004,607,000 shares at a cumulative cost of approximately $268.2$268.3 million and an average price per share of $58.27$58.25 under the March 2017 Stock Repurchase Plan, leaving approximately $231.8$231.7 million available for permitted repurchases.

The following table sets forth information regarding purchases

In connection with the recent amendments to the Second Amended and Restated Credit Facility in April 2020 and August 2020, we agreed to suspend the repurchase of Holdings'Holdings’ common stock and payment of dividends until the earlier of December 31, 2022, or such time as SFTP reduces the incremental revolving credit commitments by $131 million and begins using actual results to calculate covenant compliance. However, given the present uncertainty associated with the ultimate impact of COVID-19 on our business and operations, we may determine that it is prudent to continue suspending the repurchase of Holdings’ common stock after the restrictions under the March 2017 Stock Repurchase Plan during the three months ended December 31, 2018:Second Amended and Restated Credit Facility are terminated depending on any then-existing limitations on our working capital.


32

Table of Contents

 Period 
Total
number of
shares
purchased
 
Average
price
paid per
share
 
Total number of
 shares purchased
as part of publicly
announced plans
or programs
 
Approximate dollar 
value of shares that 
may yet be purchased
under the plans
or programs
Month 1October 1 - October 31 
 
 
 $261,779,000
Month 2November 1 - November 30 518,212
 $57.15
 518,212
 $232,165,000
Month 3December 1 - December 31 6,657
 $57.97
 6,657
 $231,779,000
   524,869
 $57.16
 524,869
 $231,779,000

Performance Graph

The following graph shows a comparison of the five-year cumulative total stockholder return on Holdings'Holdings’ common stock (assuming all dividends were reinvested), The Standard & Poor'sPoor’s ("S&P") 500 Stock Index, The S&P Midcap 400 Index and The S&P Entertainment Movies & Entertainment Index. The stock price performance shown in the graph is not necessarily indicative of future price performance.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Among Six Flags Entertainment Corporation, the S&P 500 Index, the S&P Midcap 400 Index,
and the S&P Movies & Entertainment Index
stockreturngraph.jpg

Graphic

*$100 invested on 12/31/13 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Copyright© 2018 S&P, a division of The McGraw-Hill Companies, Inc. All rights reserved.
12/31/2013 12/31/2014 12/31/2015 12/31/2016 12/31/2017 12/31/2018

    

12/31/2015

    

12/31/2016

    

12/31/2017

    

12/31/2018

    

12/31/2019

    

12/31/2020

Six Flags Entertainment Corporation100.00 123.10 163.96 187.18 217.16 190.47

 

100.00

 

114.16

 

132.45

 

116.17

100.44

76.72

S&P 500100.00 113.69 115.26 129.05 157.22 150.33

 

100.00

 

111.96

 

136.40

 

130.42

171.49

203.04

S&P Midcap 400100.00 109.77 107.38 129.65 150.71 134.01

 

100.00

 

120.74

 

140.35

 

124.80

157.49

179.00

S&P Movies & Entertainment100.00 117.82 106.93 118.02 123.94 124.69

 

100.00

 

110.37

 

115.91

 

116.61

147.78

205.52


33

ITEM 6.SELECTED FINANCIAL DATA

Table of Contents

ITEM 6.SELECTED FINANCIAL DATA

The following financial data is derived from our audited financial statements. You should review this information in conjunction with "Management's"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this Annual Report and the historical financial statements and related notes contained in this Annual Report.

 

Year Ended December 31, 

(Amounts in thousands, except per share data)

 

2020

 

2019

 

2018

 

2017

 

2016

Statement of Operations Data:

    

  

    

  

    

  

    

  

    

  

Park admissions

$

202,646

$

815,782

$

810,064

$

741,275

$

715,413

Park food, merchandise and other

 

126,306

 

574,440

 

553,527

 

524,582

 

521,167

Sponsorship, international agreements and accommodations

 

27,623

 

97,361

 

100,116

 

93,217

 

82,818

Total revenues

 

356,575

 

1,487,583

 

1,463,707

 

1,359,074

 

1,319,398

Operating expenses (excluding depreciation and amortization shown separately below)

 

389,726

 

607,791

 

574,724

 

511,873

 

490,116

Selling, general and administrative expenses (excluding depreciation and amortization shown separately below)

 

147,295

 

199,194

 

132,168

 

159,070

 

293,005

Costs of products sold

 

34,119

 

130,304

 

121,803

 

110,374

 

109,579

Other net periodic pension benefit

 

(5,190)

 

(4,186)

 

(5,169)

 

(3,322)

 

(1,920)

Depreciation and amortization

 

120,173

 

118,230

 

115,693

 

111,671

 

106,893

Loss on disposal of assets

 

7,689

 

2,162

 

1,879

 

3,959

 

1,968

Interest expense, net

 

154,723

 

113,302

 

107,243

 

99,010

 

81,872

Loss on debt extinguishment, net

 

6,106

 

6,484

 

 

37,116

 

2,935

Other expense, net

 

24,993

 

2,542

 

3,508

 

271

 

1,684

(Loss) income before income taxes

 

(523,059)

 

311,760

 

411,858

 

329,052

 

233,266

Income tax (benefit) expense

 

(140,967)

 

91,942

 

95,855

 

16,026

 

76,539

Net (loss) income

 

(382,092)

 

219,818

 

316,003

 

313,026

 

156,727

Net income attributable to noncontrolling interests

 

(41,288)

 

(40,753)

 

(40,007)

 

(39,210)

 

(38,425)

Net (loss) income attributable to Six Flags Entertainment Corporation

$

(423,380)

$

179,065

$

275,996

$

273,816

$

118,302

Weighted-average common shares outstanding:

 

  

 

  

 

  

 

  

 

  

Basic:

 

84,800

 

84,348

 

84,100

 

86,802

 

92,349

Diluted:

 

84,800

 

84,968

 

85,445

 

88,494

 

94,398

Net (loss) earnings per average common share outstanding:

Basic:

$

(4.99)

$

2.12

$

3.28

$

3.15

$

1.28

Diluted:

$

(4.99)

$

2.11

$

3.23

$

3.09

$

1.25

Cash dividends declared per common share

$

0.25

$

3.29

$

3.16

$

2.62

$

2.38


34



Table of Contents

 

December 31,

(Amounts in thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

Balance Sheet Data:

    

  

    

  

    

  

    

  

    

  

Cash and cash equivalents(1)

$

157,760

$

174,179

$

44,608

$

77,496

$

137,385

Total assets

 

2,772,691

 

2,882,540

 

2,517,328

 

2,456,676

 

2,487,672

Deferred revenue

 

205,125

 

144,040

 

146,227

 

142,014

 

123,955

Total long-term debt (excluding current maturities)

 

2,622,641

 

2,266,884

 

2,063,512

 

2,021,178

 

1,624,486

Total debt, net

 

2,622,641

 

2,274,884

 

2,106,512

 

2,021,178

 

1,653,647

Redeemable noncontrolling interests

 

523,376

 

529,258

 

525,271

 

494,431

 

485,876

Stockholders' deficit

 

(1,158,547)

 

(716,118)

 

(643,093)

 

(505,112)

 

(186,490)

 

Year Ended December 31, 

(Amounts in thousands)

 

2020

 

2019

 

2018

 

2017

 

2016

Other Data:

    

  

    

  

    

  

    

  

    

  

Net cash (used in) provided by operating activities

$

(190,880)

$

410,573

$

413,132

$

445,067

$

463,235

Stock repurchases

 

(54)

 

(52)

 

(110,990)

 

(499,442)

 

(211,751)

Payment of cash dividends

 

(22,499)

 

(278,951)

 

(267,044)

 

(227,101)

 

(220,314)

 Year Ended December 31,
(Amounts in thousands, except per share data)2018 2017 2016 2015 2014
Statement of Operations Data:   
  
  
  
Park Admissions$810,064
 $741,275
 $715,413
 $687,819
 $641,535
Park food, merchandise and other553,527
 524,582
 521,167
 500,190
 460,131
Sponsorship, international agreements and accommodations100,116
 93,217
 82,818
 75,929
 74,127
Total revenue1,463,707
 1,359,074
 1,319,398
 1,263,938
 1,175,793
Operating expenses (excluding depreciation and amortization shown separately below)574,724
 511,873
 490,116
 466,491
 430,450
Selling, general and administrative expenses (excluding depreciation and amortization shown separately below)132,168
 159,070
 293,005
 235,046
 309,901
Costs of products sold121,803
 110,374
 109,579
 100,709
 90,515
Other net periodic pension (benefit) expense(5,169) (3,322) (1,920) (1,508) 8,035
Depreciation and amortization115,693
 111,671
 106,893
 107,411
 108,107
Loss on disposal of assets1,879
 3,959
 1,968
 9,882
 5,860
Gain on sale of investee
 
 
 
 (10,031)
Interest expense, net107,243
 99,010
 81,872
 75,903
 72,589
Loss on debt extinguishment, net
 37,116
 2,935
 6,557
 
Other expense, net3,508
 271
 1,684
 223
 356
Income from continuing operations before income taxes and discontinued operations411,858
 329,052
 233,266
 263,224
 160,011
Income tax expense95,855
 16,026
 76,539
 70,369
 46,522
Income from continuing operations before discontinued operations316,003
 313,026
 156,727
 192,855
 113,489
Income from discontinued operations
 
 
 
 545
Net income316,003
 313,026
 156,727
 192,855
 114,034
Net income attributable to noncontrolling interests(40,007) (39,210) (38,425) (38,165) (38,012)
Net income attributable to Six Flags Entertainment Corporation$275,996
 $273,816
 $118,302
 $154,690
 $76,022
          
Amounts attributable to Six Flags Entertainment Corporation common stockholders:         
Income from continuing operations$275,996
 $273,816
 $118,302
 $154,690
 $75,477
Income from discontinued operations
 
 
 
 545
Net income$275,996
 $273,816
 $118,302
 $154,690
 $76,022
          
Weighted-average common shares outstanding:         
Basic:84,100
 86,802
 92,349
 93,580
 94,477
Diluted:85,445
 88,494
 94,398
 97,981
 98,139
          
Net income per average common share outstanding—basic:     
    
Income from continuing operations$3.28
 $3.15
 $1.28
 $1.65
 $0.79
Income from discontinued operations
 
 
 
 0.01
Net income$3.28
 $3.15
 $1.28
 $1.65
 $0.80
          
Net income per average common share outstanding—diluted:     
    
Income from continuing operations$3.23
 $3.09
 $1.25
 $1.58
 $0.76
Income from discontinued operations
 
 
 
 0.01
Net income$3.23
 $3.09
 $1.25
 $1.58
 $0.77
          
Cash dividends declared per common share$3.16
 $2.62
 $2.38
 $2.14
 $1.93

 December 31,
(Amounts in thousands)2018 2017 2016 2015 2014
Balance Sheet Data:   
  
  
  
Cash and cash equivalents(1)
$44,608
 $77,496
 $137,385
 $99,760
 $73,884
Total assets2,517,328
 2,456,676
 2,487,672
 2,428,440
 2,416,896
Deferred revenue146,227
 142,014
 123,955
 97,334
 71,598
Total long-term debt (excluding current maturities)2,063,512
 2,021,178
 1,624,486
 1,498,022
 1,373,605
Total debt, net2,106,512
 2,021,178
 1,653,647
 1,505,528
 1,379,906
Redeemable noncontrolling interests525,271
 494,431
 485,876
 435,721
 437,545
Stockholders' (deficit) equity(643,093) (505,112) (186,490) 24,216
 223,895
          
 Year Ended December 31,
(Amounts in thousands)2018 2017 2016 2015 2014
Other Data:         
Net cash provided by operating activities$413,132
 $445,067
 $463,235
 $473,761
 $392,323
Stock repurchases(110,990) (499,442) (211,751) (245,114) (195,353)
Payment of cash dividends(267,044) (227,101) (220,314) (200,957) (184,300)

(1)Excludes restricted cash in 2016, 2015 and 2014.2016.



ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7.               MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Significant components of the Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations section include:

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 developments at the Company.
Results of Operations. The results of operations section provides an analysis of our results for the years ended December 31, 2020 and 2019 and a discussion of items affecting the comparability of our financial statements for those years. Please refer to the results of operations section described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the year ended December 31, 2019, for our discussion and analysis of our results for the years ended December 31, 2019 and 2018 and a discussion of items affecting the comparability of our financial statements for those years.
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, 2020, and our outstanding debt and commitments existing as of December 31, 2020.
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.
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, 2018, 2017 and 2016 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, 2018 and our outstanding debt and commitments existing as of December 31, 2018.
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.

The following discussion and analysis contains forward-looking statements relating to future events or our future financial performance, which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements. Please see the discussion regarding forward-looking statements included under the caption "Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" for a discussion of some of the uncertainties, risks and assumptions associated with these statements.

35

The following discussion and analysis presents information that we believe is relevant to an assessment and understanding of our consolidated balance sheets and results of operations. This information should be read in conjunction with the consolidated financial statements and the notes thereto included elsewhere in Item 8 of this Annual Report.

Overview

We are the largest regional theme park operator in the world and the largest operator of waterparks in North America based on the number of parks we operate. Of our 2526 regional theme and waterparks, 2223 are located in the United States, two parks are located in Mexico and one is located in Montreal, Canada. Our parks are located in geographically diverse markets across North America and generally offer a broad selection of state-of-the-art and traditional thrill rides, water attractions, themed areas, concerts and shows, restaurants, game venues and retail outlets, thereby providing a complete family-oriented entertainment experience. We work continuously to improve our parks and our guests'guests’ experiences and to meet our guests'guests’ evolving needs and preferences.

During 2020, we, like many companies worldwide, experienced a significant negative impact on our business as a result of the COVID-19 pandemic. In part, our results reflect several strategic adjustments we made in response to the temporary park closures and additional health and safety requirements we experienced in our 2020 operating environment. These adjustments were precipitated by rapid changes in public health requirements and guidelines and reflected our efforts to address the significant operating challenges they presented to protect the safety of our employees and guests. Our revenue is derived from (i) the sale of tickets for entrance to our parks (which accounted for approximately 57% of total revenue during the year ended December 31, 2020, and approximately 55% of total revenue during the years ended December 31, 20182019 and 2017, and 54% of total revenues during the year ended December 31, 2016)2018), (ii) the sale of food and beverages, merchandise, games and attractions, parking and other services inside our parks, and (iii) sponsorship, international agreements and accommodations. RevenuesRevenue from ticket sales and in-park sales are primarily impacted by park attendance.attendance and, as anticipated, we sold significantly fewer season passes and memberships while many of our parks remained closed compared to the same period in 2019. As a result, the number of all members and season pass holders, decreased 51% as of the end of the fourth quarter of 2020 compared to the fourth quarter of 2019. We had 1.7 million members, 19% of whom had paused their memberships, and 2.1 million season pass holders as of the end of 2020 compared to 2.6 million members and 5.1 million season pass holders at the end of 2019. Revenues from sponsorship, international agreements and accommodations can be impacted by the term, timing and extent of services and fees under these arrangements, which can result in fluctuations from year to year. During 2018,2020, our earnings from park operations excluding the impact of interest, taxes, depreciation, amortization and any other non-cash income or expenditures ("(“Park EBITDA"EBITDA”) improved primarilydecreased relative to the prior year, as a result of revenue growth, partially offset by an increase in cash operating costs. The increase in revenue was primarily driven by a 5% increasethe temporary suspension of park operations related to the COVID-19 pandemic outbreak and the resulting decrease in attendance a 2% increaserelated to the reduction in total guest spending per capita, which excludes sponsorship, international agreements and accommodations revenue and a 7% increase in sponsorship, international agreements and accommodations revenue.


operating days.

Our principal costs of operations include salaries and wages, employee benefits, advertising, third party services, repairs and maintenance, utilities, rent and insurance. A large portion of our expenses is relatively fixed as our costs for full-time employees, maintenance, utilities, rent, advertising and insurance do not vary significantly with attendance.

36

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses earned and incurred during the reporting period. Critical accounting estimates are fundamental to the portrayal of both our financial condition and results of operations and often require difficult, subjective and complex estimates and judgments. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from the continuing changes in the economic environment will be reflected in the financial statements in future periods. The following discussion addresses the items we have identified as our critical accounting estimates and discusses our review of applicable accounting pronouncements that have been issued by the Financial Accounting Standards Board (“FASB”). See Note 2 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report for further discussion of these and other accounting policies.

Valuation of Long-Lived Assets

Goodwill and intangible assets with indefinite useful lives are tested for impairment annually, or more frequently if events or circumstances indicate that the assets may not be impaired.recoverable. We identify our reporting unit and determine the carrying value of the reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to the reporting unit. We then determine the fair value of the reporting unit and compare it to the carrying amount of the reporting unit. All of our parks are operated in a similar manner and have comparable characteristics in that they produce and distribute similar services and products using similar processes, have similar types of customers, are subject to similar regulations and exhibit similar economic characteristics. As such, we are a single reporting unit. For each year, the fair value of the single reporting unit exceeded our carrying amount (provided that we have one reporting unit at the same level for which our Holdings'Holdings’ common stock is traded, we believe our market capitalization is the best indicator of our reporting unit'sunit’s fair value). In September 2012, the FASB amended Accounting Standards Update ("ASU") Topic 350, Intangibles - Goodwill and Other, which permits entities to perform a qualitative analysis on indefinite-lived intangible assets to determine if it is more likely than not that the fair value of the intangible asset was less than its carrying amount as a basis for determining whether it was necessary to perform a quantitative impairment test. We adopted this amendment in September 2012 and have performed a qualitative analysis on our indefinite-lived intangible assets during the fourth quarter of each year.

The fair value of indefinite-lived intangible assets is generally determined based on a discounted cash flow analysis. An impairment loss occurs to the extent that the carrying value exceeds the fair value. For goodwill, if the fair value of the reporting unit were to be less than the carrying amount, an impairment loss would be recognized to the extent that the carrying amount of the reporting unit exceeds its fair value.

We review long-lived assets, including finite-lived intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of an asset or groups of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or group of assets to the future undiscounted net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

37

Accounting for Income Taxes

As part of the process of preparing consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves us estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items, such as depreciation periods for our property and equipment and recognition of our deferred revenue, for tax and financial accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. We must then assess the likelihood that our deferred tax assets (primarily net operating loss carryforwards) will be recovered by way of offset against taxable income. To the extent we believe that recovery is not likely, we must establish a valuation allowance. To the extent we establish a


valuation allowance or increase or decrease this allowance in a period, we must reflect such amount as income tax expense or benefit in the consolidated statements of operations.

A high degree of management judgment is required in determining our provision or benefit for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. Variables that will impact whether our deferred tax assets will be utilized prior to their expiration include, among other things, attendance, spending per capita spending and other revenues, foreign taxable income, capital expenditures, levels of debt, interest rates, operating expenses, sales of assets, and changes in state or federal tax laws. In determining the valuation allowance, we do not consider, and under generally accepted accounting principles cannot consider, the possible changes in state or federal tax laws until the laws change. To the extent we reduce capital expenditures, our future accelerated tax deductions for our rides and equipment will be reduced, and our interest expense deductions could correspondingly decrease as cash flows that previously would have been utilized for capital expenditures could be utilized to lower our outstanding debt balances. Increases in capital expenditures without corresponding increases in net revenues would reduce short-term taxable income and increase the likelihood of additional valuation allowances being required as net operating loss carryforwards could expire prior to their utilization. Conversely, increases in revenues in excess of operating expenses would reduce the likelihood of additional valuation allowances being required as the short-term taxable income would increase the utilization of net operating loss carryforwards prior to their expiration. We utilize deferred tax assets related to foreign tax credit attributes through foreign-sourced income as well as the recapture of overall domestic loss amounts re-characterized as domestic-source income. See Note 2 and Note 1011 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report for further discussion.

RevenueRecognition

38

Revenue Recognition

FASB Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers (together with the series of Accounting Standards Updates described in the firstsecond paragraph under "Recently Adopted Accounting Pronouncements" below,in Note 2 to the consolidated financial statements in Item 8 of this Annual Report, "Topic 606") is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We recognize revenue upon admission into our parks, provision of our services, or when products are delivered to our guests. Revenue is presented in the accompanying consolidated statements of operations net of sales taxes collected from our guests that are remitted or payable to government taxing authorities. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. Due to COVID-19, we extended the expiration date by one year on our 2020 season pass product, allowed the pause of membership payments and granted additional months to membership contracts post-cancellation equal to the number of closed months at the park where the membership was purchased. For any bundled products with multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and products that are not sold on a stand-alone basis are treated as residual. In contrast to our season pass and other multi-use offerings (such as our all season dining pass program, which enables season pass holders and members to eat meals and snacks any day they visit the park for one upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime the parks are open as long as the guest remains enrolled in the membership program. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year.year, including impact of changes to our season pass and memberships described above. Amounts owed or received for multi-use admissions in excess of redemptions are recognized in deferred revenue. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are received.

39

Recent Events

COVID-19 Pandemic

We have entered into international agreementsbegan 2020 by launching a transformation plan to assist third partiesreinvigorate revenue growth in our business, reduce operating expenses, and focus on improving our guests’ experience in the planning, design, developmentparks. However, the COVID-19 pandemic had significant impacts on our business. As a result, while we remain confident in our long-term strategy, our short-term focus pivoted towards adapting to the operating challenges resulting from the pandemic.

In response to the COVID-19 pandemic, federal, state and operationlocal governments implemented significant restrictions on travel, social conduct and business operations, including mass quarantine and social distancing mandates and orders. On March 13, 2020, we temporarily suspended operations at all of Six Flags-brandedour theme parks outside of North America. These agreements typically consist of a brand licensing agreement, project services agreement, and management services agreement. Under Topic 606, we treat these agreements as one contract because they were negotiated with a single commercial objective. We have identified three distinct promises withinwaterparks due to the agreement with each third-party partner as brand licensing, project services and management services. Each of these promises is its own performance obligation and distinct as the third party could benefit from each service on its own with other readily available resources and each service is separately identifiable from other services in the contextCOVID-19 pandemic. During 2020, 20 of the contract. Company’s 26 parks operated for portions of the season but several of our larger parks could not operate rides. Parks that did operate had capacity and other operating limitations.

We recognize revenue underquickly implemented plans to mitigate the impact of the COVID-19 pandemic on our international agreements overbusiness and ensure the relevant service periodhealth and safety of each performance obligation based on its relative stand-alone selling price, as determined by our best estimate of selling price. We review the service period of each performance obligation on an ongoing basisemployees and revise it as necessary throughout the year. Revisionsguests. In response to the relevant service periodschallenging environment, we focused on the following actions:

Implementing immediate cost controls by right-sizing marketing and temporarily reducing salaries of all full-time employees by 25%;
Strengthening liquidity through expansion of our revolving credit facility, suspension of testing of certain maintenance covenants in our credit facility, issuance of senior secured notes and suspension of dividend payments and our stock repurchase program;
Enhancing financial flexibility by delaying or reducing capital expenses related to new rides and attractions;
Developing measures to preserve our season pass holders and members;
Opening parks as quickly as possible, while following governmental and public health guidelines; and
Creating new sources of revenue by introducing animal and holiday drive-thru experiences at many parks.

We will continue to consider near-term exigencies and the long-term financial health of the performance obligations may resultbusiness as clear steps are taken to mitigate the consequences of the COVID-19 pandemic.

Management and Board Changes

In March 2020, Laura W. Doerre became our Executive Vice President and General Counsel, and in revisionsOctober 2020, she assumed the additional duties of Chief Administrative Officer when Kathy Aslin, the Senior Vice President, Human Resources, resigned. Also in October 2020, Brett Petit, Senior Vice President, Marketing and Sales, resigned. In July 2020, Sandeep Reddy became our Executive Vice President and Chief Financial Officer. In August 2020, we enhanced the gender and ethnic diversity of Holdings’ board of directors when Esi Eggleston Bracey and Enrique Ramirez Mena joined as directors. In August 2020, Richard Roedel and Kurt Cellar, each a director since 2010, advised us of their intention to revenue in future periodsretire from Holdings’ board of directors at the end of their current term and are recognized inthat they will not stand for re-election at our 2021 annual meeting of stockholders. In February 2021, Holdings’ board of directors determined that Selim Bassoul would succeed Richard Roedel as Non-Executive Chairman effective immediately, and Nancy Krejsa, a director since 2017, advised us of her intention to retire from Holdings’ board of directors at the period in whichend of her current term and that she will not stand for re-election at our 2021 annual meeting of stockholders.

Amendments to Credit Facility

In April 2020, we increased the change is identified. On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). See Note 3revolving credit commitments to the consolidated financial statements included elsewhere in this Annual Report for additional information.



Recent Events
On February 20, 2018, we announced a new initiative in connection with Jones Lang LaSalle, Inc., a global professional services firm that specializes in real estateSecond Amended and investment management,Restated Revolving Loan by $131.0 million, from $350.0 million to power two more of our parks – Six Flags Discovery Kingdom in Vallejo, California and Six Flags Magic Mountain, near Los Angeles, California – almost entirely with solar power. A renewable energy independent power producer will build, own and operate the renewable energy systems in California. Separately, in September 2018, construction of a solar energy project began at Six Flags Great Adventure in Jackson, New Jersey.
On March 26, 2018,$481.0 million. In August 2020, we entered into ananother amendment to the Second Amended and Restated Credit Facility that provided us with flexibility under certain financial maintenance covenants and the liquidity covenant, and reduced the overall borrowing ratecommitment fee on the revolving credit facility. In connection

40

with these amendments to the Second Amended and Restated Credit Facility, we agreed to suspend the repurchase of Holdings’ common stock and payment of dividends until the earlier of December 31, 2022, or such time as SFTP reduces the incremental revolving credit commitments by $131 million and begins using actual results to calculate covenant compliance. However, given the present uncertainty associated with the ultimate impact of COVID-19 on our business and operations, we may determine that it is prudent to continue suspending the repurchase of Holdings’ common stock and payment of dividends after the restrictions under the Second Amended and Restated Credit Facility are terminated depending on any then-existing limitations on our working capital.

2025 Notes Issuance

In April 2020, SFTP issued $725 million in aggregate principal amount of 7.00% senior secured notes in a private offering. The net proceeds from this offering were used to repay the outstanding balance of the Second Amended and Restated Revolving Loan, $315.0 million of the Second Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.00% to LIBOR plus 1.75%. Excluding the cost to execute the transaction, the lower borrowing rate will save the Company approximately $1.4 million annually in interest costs.

On April 4, 2018, we announced plans with Saudi Arabia’s Public Investment Fund to develop a Six Flags-branded theme park in the city of Riyadh.
On April 18, 2018, we completed an upsize to our Amended and Restated Term Loan B. The upsize increased our Amended and Restated Term Loan B borrowings by $39.0 million. The proceeds of the additional borrowing will be used for general corporate matters and working capital purposes, including share repurchases.
On April 24, 2018, we, along with our partner in China, Riverside Investment Group, announced an international agreementexpenses relating to develop three Six Flags-branded parks in Nanjing, China, which will be the partner’s third park complex. On May 29, 2018, we also announced the addition of Six Flags Kids World as the fourth park in the Nanjing entertainment complex. The new government leadership in Nanjing is re-evaluating its development plans and the estimated opening dates of these parks cannot be confirmed at this time.
On May 22, 2018, we entered into an asset purchase agreement with Premier Parks, LLC and its affiliates to acquire the lease rights to operate five parks owned by EPR Properties, LLC. We completed the transaction on June 1, 2018. The parks were previously operated by Premier Parks, LLC of Oklahoma City and its affiliates. Our five new parks include Six Flags Hurricane Harbor Splashtown in Houston, Texas, Six Flags Hurricane Harbor Phoenix in Glendale, Arizona, Six Flags Darien Lake near Buffalo, New York, and Frontier City and White Water Bay in Oklahoma City, Oklahoma.
In September 2018, Six Flags Over Texas and Hurricane Harbor sustained damage from severe flooding in the area. We have filed property insurance claims, including business interruption, with our insurers. We expect to recover the full amount of the damage less the deductible.
On October 9, 2018, we entered into a lease agreement with the Rockford Park District that will allow Six Flags to operate Magic Waters, a 43-acre waterpark in Rockford, Illinois. We expect the lease to commence in the spring of 2019.
On February 6, 2019, we announced that Holdings'offering.

Fiscal Year Change

Holdings’ Board of Directors declareddetermined that it is in the best interests of the Company to change its fiscal year end from December 31 to a first quarter cash dividend of $0.82 per share of common stock payable March 4, 201952-53 week fiscal year ending on the Sunday closest to stockholders of recordDecember 31, effective as of February 18, 2019.the commencement of the Company’s fiscal year on January 1, 2021, to align the Company’s reporting calendar with how the Company operates its business and improve comparability across periods. The Company’s current fiscal year will end on January 2, 2022.


41

Results of Operations

The following table sets forth summary financial information for the years ended December 31, 2018, 20172020 and 2016:

 Year Ended December 31, Percentage Changes
(Amounts in thousands, except percentage and per capita data) 2018 2017 2016 
2018
vs
2017
 
2017
vs
2016
Total revenue$1,463,707
 $1,359,074
 $1,319,398
 8 % 3 %
Operating expenses574,724
 511,873
 490,116
 12 % 4 %
Selling, general and administrative expenses132,168
 159,070
 293,005
 (17)% (46)%
Cost of products sold121,803
 110,374
 109,579
 10 % 1 %
Other net periodic pension benefit(5,169) (3,322) (1,920) 56 % 73 %
Depreciation and amortization115,693
 111,671
 106,893
 4 % 4 %
Loss on disposal of assets1,879
 3,959
 1,968
 (53)% N/M
Interest expense, net107,243
 99,010
 81,872
 8 % 21 %
Loss on debt extinguishment
 37,116
 2,935
 N/M
 N/M
Other expense, net3,508
 271
 1,684
 N/M
 (84)%
Income before income taxes411,858
 329,052
 233,266
 25 % 41 %
Income tax expense95,855
 16,026
 76,539
 N/M
 (79)%
Net income316,003
 313,026
 156,727
 1 % 100 %
Less: Net income attributable to noncontrolling interests(40,007) (39,210) (38,425) 2 % 2 %
Net income attributable to Six Flags Entertainment Corporation$275,996
 $273,816
 $118,302
 1 % 131 %
          
Other Data:         
Attendance32,024
 30,421
 30,108
 5 % 1 %
Total revenue per capita$45.71
 $44.68
 $43.82
 2 % 2 %
2019:

Year Ended

Percentage

(Amounts in thousands, except per capita data)

    

December 31, 2020

    

December 31, 2019

    

Change (%)

Total revenue

    

$

356,575

    

$

1,487,583

(76)

%

Operating expenses

 

389,726

 

607,791

(36)

%

Selling, general and administrative expenses

 

147,295

 

199,194

(26)

%

Costs of products sold

 

34,119

 

130,304

(74)

%

Other net periodic pension benefit

 

(5,190)

 

(4,186)

24

%

Depreciation and amortization

 

120,173

 

118,230

2

%

Loss on disposal of assets

 

7,689

 

2,162

N/M

%

Interest expense, net

 

154,723

 

113,302

37

%

Loss on debt extinguishment

 

6,106

 

6,484

(6)

%

Other expense, net

 

24,993

 

2,542

N/M

%

(Loss) income before income taxes

 

(523,059)

 

311,760

N/M

%

Income tax (benefit) expense

 

(140,967)

 

91,942

N/M

%

Net (loss) income

(382,092)

219,818

N/M

%

Less: Net income attributable to noncontrolling interests

 

(41,288)

 

(40,753)

1

%

Net (loss) income attributable to Six Flags Entertainment Corporation

$

(423,380)

$

179,065

N/M

%

Other Data:

 

  

 

  

  

Attendance

 

6,789

 

32,811

(79)

%

Total revenue per capita

$

52.52

$

45.34

16

%

Year Ended December 31, 20182020 vs. Year Ended December 31, 2017

2019

Revenue

Revenue for the year ended December 31, 2018,2020, totaled $1,463.7$356.6 million, an 8% increasea 76% decrease compared to $1,359.1$1,487.6 million for the year ended December 31, 2017.2019. The increasedecrease was driven primarily by a 79% decrease in attendance due to the ongoing COVID-19 pandemic, including as a result of the temporary suspension of operations of our theme parks and waterparks on March 13, 2020, and the limited capacity at our parks that operated during 2020. The decrease in revenue was primarilyalso attributable to (i) a 5% increasedecrease in attendancesponsorship, international agreements and accommodations revenue, due primarily driven byto the termination of our five new parks acquired on June 1, 2018, the benefit of 365-day operations at Six Flags Magic Mountain, strong growthcontracts in MexicoChina and growth at our waterparks, and growth in our Fright Fest® and HolidayDubai, which generated revenue in the Park® events (ii) a $0.97, or 2%, increase incomparable prior year period, and reduced revenue from sponsorships and the suspension of nearly all of our accommodations operations due to the COVID-19 pandemic.

Total guest spending per capita, which excludes sponsorship, international agreements and accommodations revenue, and (iii) a $6.9 million, or 7%, increase in sponsorship, international agreements and accommodations revenue.

Admissions revenue per capita increased $0.93, or 4%, duringfor the year ended December 31, 2018, relative2020, increased $6.08 to $48.45 compared to the year ended December 31, 2017. Theprior period due to a $4.99, or 20%, increase in admissions revenue per capita was primarily driven by continued pricing improvements related to all tickets, coupled with anand a $1.09, or 6%, increase in premium membership sales, partially offset by the lower admissionsin-park revenue per capita at our five new parks. Non-admissions revenuecapita. The improvement in admissions spending per capita increased $0.04, or less than one percent, duringfor the year ended December 31, 2018, relative2020, was primarily due to recurring monthly membership revenue from members who retained their memberships on a monthly basis following the initial 12-month commitment period. Higher guest spending per capita by single-day guests also contributed to the increase. The increase in in-park revenue per capita in the year ended December 31, 2017. The increase in non-admissions revenue per capita2020, was primarily the result of higher in-park spending driven by members and sales ofdue to recurring monthly all season membership products, such as all season dining passes, from members who retained their memberships on a monthly basis following the initial 12-month commitment period and the increase in single-day attendance mix. These increases were partially offset by lower in-park spendingrevenue per capita from attendance at our five new parks.drive-through Safari at our park in Jackson, New Jersey, and animal only experience at our park in Vallejo, California and drive-through Holiday in the Park events at our parks in California, Illinois and Massachusetts, which offered limited in-park spending opportunities.

42

Operating expenses

Operating expenses for the year ended December 31, 2018, increased $62.92020, decreased $218.1 million, or 12%36%, relativecompared to the year ended December 31, 2017,2019, primarily as a result of (i) increasesfewer operating days and the cost mitigation measures introduced in operatingresponse to the COVID-19 pandemic, including a 25% reduction in full-time salaries and wages for the full-time employees and the elimination of nearly all seasonal labor costs including lease expense,at our parks that remained closed. Salaries for our five newfull-time salaried employees at the parks (ii) Six Flags Magic Mountain movingwere restored to a 365-day operating calendar, (iii) a full-year of operations of our newly added waterparks in Concord, California and Oaxtepec, Mexico, which100% two weeks prior to their respective park opening date. In December 2020, we began operating in 2017, (iv) increased costs from statutory minimum wage rate increases and competitive market rate increases at manyreinstated full salaries for almost all remaining employees subject to the reduction. The closure of our parks and (v)reduced operating hours and operating days at our parks that are operating resulted in additional savings in utilities and other costs. These savings were partially offset by the increased costs related to enhanced sanitization and additional preventative measures to help minimize the spread of COVID-19 and an increase in expenses related to the expansion of our Holiday in the Park® event to Flags Great America.

reserves associated with several legal claims.

Selling, general and administrative expenses

Selling, general and administrative expenses for the year ended December 31, 2018,2020, decreased $26.9$51.9 million, or 17%26%, compared to the same period in the prior year, ended December 31, 2017, primarily asdriven by a resultreduction in advertising expense and salary, wage and benefit expense, including the reduction in executive officer salaries and the salaries of a net decrease in stock-based compensation expense


resulting from a reversal of all stock-based compensation relatingcertain other corporate employees related to the 2017 Performance Award duringcost reduction measures put in place in response to the year ended December 31, 2018, as late achievement of the 2017 Performance Award did not occur. This reduction wasCOVID-19 pandemic. The reductions were partially offset by an increase in advertising costs related to our five new parks.
stock-based compensation and insurance costs.

Cost of products sold

Cost

Costs of products sold for the year ended December 31, 2018, increased $11.42020, decreased $96.2 million, or 10%74%, compared to the same period in the prior year, ended December 31, 2017, primarily as a result of increasedreduced sales of food, merchandise and merchandise sales. Cost of products sold as a percentage of non-admission revenue for the years ended December 31, 2018, increased slightly as comparedother services due to the year ended December 31, 2017.

temporary suspension of park operations at many of our parks and reduced attendance at our parks that were operating in response to the COVID-19 pandemic.

Depreciation and amortization expense

Depreciation and amortization expense for the year ended December 31, 2018,2020, increased $4.0$1.9 million, or 4%2%, compared to the year ended December 31, 2017.2019. The increase in depreciation and amortization expense is primarily the result of new asset additions related to our ongoing capital investments, partially offset by asset retirements.

Loss on disposal of assets
Loss on disposal of assets decreased by $2.1 million, or 53%, for the year ended December 31, 2018, relative to the year ended December 31, 2017, primarily as a result of a gain recognized from the insurance proceeds received for the assets damaged in the flood at Six Flags Over Texas. These proceeds were used to replace damaged assets and will increase depreciation expense in future years.
Interest expense, net
Interest expense, net increased $8.2 million, or 8%, for the year ended December 31, 2018, relative to the year ended December 31, 2017, primarily as a result of the incremental interest incurred on a higher debt balance resulting from the issuance of the 2024 Notes Add-on and the 2027 Notes, the $39.0 million upsize to the Amended and Restated Term Loan B, and higher levels of borrowing under the Amended and Restated Revolving Loan.
Loss on debt extinguishment
On April 13, 2017, we issued the 2024 Notes Add-on and the 2027 Notes. A portion of the net proceeds from the issuance of these notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes. In connection with the extinguishment of the 2021 Notes, we recognized a loss on debt extinguishment of $36.9 million for the year ended December 31, 2017.
On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points. In conjunction with this amendment, we recognized a loss on debt extinguishment of $0.2 million for the year ended December 31, 2017.
See Note 7 to the consolidated financial statements included elsewhere in this Annual Report for further discussion.
Income tax expense
Income tax expense was $95.9 million for the year ended December 31, 2018, compared to $16.0 million for the year ended December 31, 2017. The increase in income tax expense is the result of the passage of the Tax Cuts and Jobs Act (H.R. 1) (the "Tax Act") on December 22, 2017. The Tax Act reduced the corporate tax rate from 35% to 21%, resulting in an $84.6 million benefit due to remeasurement of our deferred tax balances in 2017.
See Note 10 to the consolidated financial statements included elsewhere in this Annual Report for further discussion.
Year Ended December 31, 2017 vs. Year Ended December 31, 2016
Revenue
Revenue for the year ended December 31, 2017 totaled $1,359.1 million, a 3% increase compared to $1,319.4 million for the year ended December 31, 2016. The increase in revenue was primarily attributable to a 1% increase in attendance driven by strong season pass and membership sales, and by an $0.86, or 2%, increase in total revenue per capita, calculated as a total revenue divided by total attendance. Per capita guest spending, which excludes sponsorship, international agreements and accommodations revenue, increased by $0.54, or 1%, to $41.61 during the year ended December 31, 2017 from $41.07 during

the year ended December 31, 2016, primarily as a result of ticket price gains, partially offset by lower in-park spending per capita due to a higher mix of season pass holder and member attendance, which lowers per capita guest spending but increases overall guest spending over the course of the operating season.
Admissions revenue per capita increased $0.61, or 3%, during the year ended December 31, 2017 relative to the year ended December 31, 2016. The increase in admissions revenue per capita was primarily driven by modest price increases on all ticket types and membership revenue from active memberships past the initial twelve-month term, during which time members continue to pay their membership fees on a month-to-month basis, partially offset by the higher mix of season pass holder and member attendance. Non-admissions revenue per capita decreased $0.07, or less than 1%, during the year ended December 31, 2017 relative to the year ended December 31, 2016. The decrease in non-admissions per capita guest spending was driven by the higher percentage of season pass holder and member attendance, partially offset by the continued success of our all-season dining pass.
Operating expenses
Operating expenses for the year ended December 31, 2017 increased $21.8 million, or 4%, relative to the year ended December 31, 2016, primarily as a result of increases in statutory and market-based wage rate increases, an increase in seasonal labor resulting from the expansion of our Holiday in the Park® event at Six Flags New England, increases in rent and utility costs related to the operations of our new waterparks in Oaxtepec, Mexico and Concord, California, as well as an increase in credit card processing fees, operating supplies and other services related to the growth in attendance and revenue.
Selling, general and administrative expenses
Selling, general and administrative expenses for the year ended December 31, 2017 decreased $133.9 million, or 46%, compared to the year ended December 31, 2016, primarily as a result of a net decrease in stock-based compensation expense resulting from the 2017 Performance Award, for which we reduced incentive-based stock expense during the year ended December 31, 2017 as late achievement of the 2017 Performance Award was not deemed probable to occur until 2018. This reduction was partially offset by increased costs related to insurance, legal and other professional services.
Cost of products sold
Cost of products sold for the year ended December 31, 2017 increased $0.8 million, or 1%, compared to the year ended December 31, 2016. Cost of products sold as a percentage of non-admission revenue for the years ended December 31, 2017 and 2016 was comparable for both periods.

Depreciation and amortization expense

Depreciation and amortization expense for the year ended December 31, 2017 increased $4.8 million, or 4%, compared to the year ended December 31, 2016. The increase in depreciation and amortization expense was primarily due to asset additions made in conjunction with our ongoing capital program.

program, partially offset by asset retirements.

Loss on disposal of assets


Loss on disposal of assets for the year ended December 31, 2020 totaled $7.7 million due primarily to the write-off of $9.7 million in conjunction with our ongoing Transformation Plan which was partially offset by the sale of assets in conjunction with our ongoing capital plan. Loss on disposal of assets for the year ended December 31, 2019 totaled $2.2 million which was primarily as a result of write-offs in conjunction with our ongoing capital plan.

Interest expense, net

Interest expense, net increased by $2.0$41.4 million, or 101%37%, for the year ended December 31, 2017 relative2020, compared to the year ended December 31, 2016,2019, primarily as a result of the disposal of more assets during 2017 in conjunction with our ongoing capital program relativeadditional interest expense related to the comparable period2025 Notes issued in 2016 as well asApril 2020 and the de-designation of the June 2019 Swap Agreements and the Modified June 2019 Swap Agreement, which resulted in a gain recognized on the sale of underutilized assets$14.9 million reclassification from accumulated other comprehensive loss to interest expense in the prior year.consolidated statement of operations for the period ended December 31, 2020. For a more detailed description of our interest rate swap agreements, see Note 7 to the audited consolidated financial statements included in Item 8 of this Annual Report. These increases were partially offset by lower borrowings under the Second Amended and Restated Revolving Loan and the Second Amended and Restated Term Loan B and the interest savings related to the prepayment of $50.5 million of the outstanding 2024 Notes in March 2020.


43

Interest

Other expense, net


Interest

Other expense, net increased $17.1 million, or 21%, for the year ended December 31, 2017 relative to the year ended December 31, 2016 as a result of the incremental interest incurred on a higher debt balance resulting from the issuance of the 2024 Notes Add-on and the 2027 Notes.


Loss on debt extinguishment

On April 13, 2017, Holdings issued $700.0 million of 4.875% senior unsecured notes due 2024, and $500.0 million of 5.50% senior unsecured notes due 2027. We used a portion of the proceeds from the issuance of the notes to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes. In connection with the

extinguishment of the 2021 Notes, we recognized a loss on debt extinguishment of $36.9$22.5 million for the year ended December 31, 2017.

On June 21, 2017, we entered into an amendment2020, compared to the Amendedyear ended December 31, 2019, primarily as a result of consultant and Restated Credit Facility that reducedseverance costs related to our transformation plan.

Income tax expense

Income tax benefit for the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points. In conjunction with this amendment, we recognized a loss on debt extinguishmentyear ended December 31, 2020 was $141.0 million compared to income tax expense of $0.2$91.9 million for the year ended December 31, 2017.


On September 29, 2017, we repaid all amounts outstanding under the Refinance Loan (as defined in Note 7 to the2019. Our consolidated financial statements included elsewhere in this Annual Report). In connection with the repayment of the Refinance Loan, we recognized a nominal amount as loss on debt extinguishmenteffective tax rate was 27.0% for the year ended December 31, 2017.

See Note 72020 compared to the consolidated financial statements included elsewhere in this Annual Report for further discussion.

Income tax expense

Income tax expense was $16.0 million29.5% for the year ended December 31, 2017, compared2019. The effective tax rate exceeded the federal statutory rate of 21% due to $76.5 millionstate and foreign taxes on income as well as valuation allowances. Our effective tax rate for the year ended December 31, 2016. The decrease2019 exceeded the federal rate due to the state and foreign taxes on income as well as a non-cash valuation allowance recognized on foreign tax credits carryforwards that we estimate will expire unutilized due to changes in estimated future foreign source income tax expense isrelated to the result of the passage of the Tax Cuts and Jobs Act (H.R. 1) ("the Act") on December 22, 2017, which reduced the corporate tax rate from 35% to 21%, resulting in a remeasurementtermination of our deferred tax balances.

See Note 10 to the consolidated financial statements included elsewhereagreements with our partner in this Annual Report for further discussion.
China.

Liquidity, Capital Commitments and Resources

General

Our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash include the funding of working capital obligations, debt service, investments in parks (including capital projects), common stock dividends, payments to our partners in the Partnership Parks and common stock repurchases.

During the years ended December 31, 2018, 20172020, 2019 and 2016,2018, Holdings paid $267.0$22.5 million, $227.1$279.0 million and $220.3$267.0 million, respectively, in cash dividends on its common stock. One of our fundamental business goals is to generate superior returns for our stockholders over the long term. As part of our strategy to achieve this goal, we have declared and paid quarterly cash dividends each quarter beginning with the fourth quarter of 2010. Holdings' Board of Directors has since increased the quarterly cash dividend multiple times and in November 2018, Holdings' Board of Directors declared another increase in our ongoing quarterly cash dividend from $0.78 per share of common stock to $0.82 per share of common stock. Additionally, in February 2019, Holdings' Board of Directors declared a quarterly cash dividend of $0.82 per share of common stock. The amount and timing of any future dividends payable on Holdings' common stock are within the sole discretion of Holdings' Board of Directors. Based on (i) our current number of shares outstanding and (ii) estimates of share repurchases, restricted stock vesting and option exercises, we currently anticipate paying approximately $280 million in total cash dividends on our common stock during the 2019 calendar year.

On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permitted Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). Holdings fully utilized the availability under the June 2016 Stock Repurchase Plan by May 2017. Throughout the program, Holdings repurchased 8,392,000 shares at a cumulative cost of approximately $500.0 million and an average price per share of $59.58.

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0$500 million in shares of Holdings'Holdings’ common stock (the "March 2017 Stock Repurchase Plan"). As of February 14, 2019,19, 2021, Holdings had repurchased 4,603,0004,607,000 shares at a cumulative cost of approximately $268.2$268.3 million and an average price per share of $58.27$58.25 under the March 2017 Stock Repurchase Plan, leaving approximately $231.8$231.7 million available for permitted repurchases.

In connection with the amendments to the Second Amended and Restated Credit Facility in April and August 2020, we agreed to suspend the repurchase of Holdings’ common stock and payment of dividends until the earlier of December 31, 2022, or such time as SFTP reduces the incremental revolving credit commitments by $131 million and begins using actual results to calculate covenant compliance. However, given the present uncertainty associated with the ultimate impact of COVID-19 on our business and operations, we may determine that it is prudent to continue suspending the repurchase of Holdings’ common stock and payment of dividends after the restrictions under the Second Amended and Restated Credit Facility are terminated depending on any then-existing limitations on our working capital.

The repurchase of common stock and the payment of cash dividends are reflected in our consolidated financial statements as a reduction of stockholders'stockholders’ equity.

On June 30, 2015, we entered into the Amended and Restated Credit Facility, which is comprised of the $250.0 million Amended and Restated Revolving Loan and the $700.0 million Amended and Restated Term Loan B. In connection with entering into the Amended and Restated Credit Facility, we repaid the outstanding Term Loan B. The remaining proceeds from the Amended and Restated Credit Facility were primarily used for share repurchases.

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024.the 2024 Notes. We used $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated2015 Term Loan B. The remaining net proceeds were used for general corporate and working capital purposes, which primarily included repurchases of our common stock.

Also on June 16, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.75% to LIBOR plus 2.50%. In addition to the rate reduction, the $150.0 million prepayment made with proceeds from the 2024 Notes discussed above eliminated all future quarterly amortization payments on the Amended and Restated Term Loan B until maturity in 2022.
On December 20, 2016, we entered into an amendment to the Amended and Restated Credit Facility that further reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement.

On April 13, 2017, weHoldings issued the 2024 Notes Add-on and the 2027 Notes. A portion of the net proceeds from the issuance of these notes was used to redeem all of the outstanding 2021 Notes (as defined in Note 8 to the consolidated financial statements in Item 8 of this Annual Report) and to satisfy and discharge the indenture governing the 2021 Notes, including to pay accrued and unpaid interest to the redemption date and the related redemption premium on the 2021 Notes, and to pay related fees and expenses.


44

On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.25% to LIBOR plus 2.00%.

On March 26, 2018, we entered into an amendment to the Amended and Restated2015 Credit Facility (as defined in Note 8 to the consolidated financial statements in Item 8 of this Annual Report) that reduced the overall borrowing rate on the Amended and Restated2015 Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.00% to LIBOR plus 1.75%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment.


On April 18, 2018, we entered into an amendment to the Amended and Restated2015 Credit Facility that increased our Amended and Restated2015 Term Loan B borrowings by $39.0 million. We capitalized $0.3 million of debt issuance costs directly associated with the issuance of this amendment. The proceeds of the additional borrowings were used for general corporate purposes, including repurchases of our common stock.

On April 17, 2019, we amended and restated the 2015 Credit Facility (as previously amended) with a Second Amended and Restated Credit Facility comprised of a $350.0 million revolving credit loan facility and an $800.0 million Tranche B term loan facility. In connection with entering into the Second Amended and Restated Credit Facility, we repaid the amounts outstanding on the 2015 Revolving Loan and the outstanding 2015 Term Loan B and we recognized a loss on debt extinguishment of $6.2 million. The remaining proceeds from the Second Amended and Restated Credit Facility were used for general corporate purposes, including payment of refinancing fees. We capitalized $8.9 million of debt issuance costs directly associated with the issuance of the Second Amended and Restated Credit Facility.

On October 18, 2019, we entered into an amendment to the Second Amended and Restated Credit Facility, which reduced the overall borrowing rate on the Second Amended and Restated Term Loan B by 25 basis points by reducing the applicable margin from LIBOR plus 2.00% to LIBOR plus 1.75%. Excluding the cost to execute the transaction, the lower borrowing rate reduced interest expense by approximately $2.0 million annually.

During March of 2020, we prepaid $50.5 million of the outstanding 2024 Notes principal, reducing the outstanding amount to $949.5 million. We recognized a loss on debt extinguishment of $1.0 million. Interest payments of $23.1 million for the 2024 Notes and the 2024 Notes Add-on are due semi-annually on January 31 and July 31 of each year.

On April 15, 2020, we received sufficient consents from the continuing lenders under the Second Amended and Restated Credit Facility (the “Credit Agreement Amendment”) substantially concurrently with the closing of the $725 million 2025 Notes discussed below to, among other things, (i) permit the issuance of the 2025 Notes, including specifically, permitting the 2025 Notes to mature inside the Second Amended and Restated Term Loan B, (ii) suspend the testing of the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Credit Facility through the end of 2020, (iii) re-establish the financial maintenance covenant thereafter (provided that for the first, second, and third quarters in 2021 that such covenant is tested, we will be permitted to use the quarterly Borrower Consolidated Adjusted EBITDA (as defined in the Second Amended and Restated Credit Facility) from the second, third and fourth quarters of 2019 in lieu of the actual Borrower Consolidated Adjusted EBITDA for the corresponding quarters of 2020) and (iv) add a minimum liquidity covenant that will apply from the date of the Credit Agreement Amendment through December 31, 2021. The Credit Agreement Amendment became effective on April 22, 2020, after giving effect to the repayment of a portion of the Second Amended and Restated Term Loan B with a portion of the proceeds from the 2025 Notes.

On April 22, 2020, SFTP completed the private sale of $725.0 million in aggregate principal amount of 7.00% senior secured notes due 2025 (the “2025 Notes”). The net proceeds from this offering were used to repay the outstanding balance of the Second Amended and Restated Revolving Loan and $315.0 million of the Second Amended and Restated Term Loan B and for general corporate and working capital purposes, including expenses relating to the offering. In conjunction with the $315.0 million repayment of the Second Amended and Restated Term Loan B, certain of our hedging instruments that were entered into to mitigate the risk of an increase in the LIBOR interest rate and which are discussed in Note 5, Derivative Financial Instruments, were de-designated. Consistent with policy, we hold and issue derivative instruments for risk management purposes only and do not utilize derivative instruments for trading or speculative purposes. Accordingly, in April 2020 we entered into counter-agreements designed to economically offset the impact of the de-designated swap agreements. Interest payments of $25.4 million are due semi-annually on January 1 and July 1 of each year, with the exception of January 1, 2021, which included the interest from April 22, 2020 through July 1, 2020 and totaled $35.1 million.


45

On August 26, 2020, we entered into an amendment to the Second Amended and Restated Credit Facility which, among other things, (i) extended the previously effectuated suspension of the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Credit Facility through the end of 2021, (ii) re-established the senior secured leverage ratio financial maintenance covenant thereafter (provided that for each quarter in 2022 (other than the fourth quarter) that the financial maintenance covenant is tested, SFTP will be permitted to use its quarterly Borrower Consolidated Adjusted EBITDA (as defined in the credit agreement governing the Second Amended and Restated Credit Facility) from the second, third, and fourth quarters of 2019 in lieu of the actual Borrower Consolidated Adjusted EBITDA for the corresponding quarters of 2021), (iii) reduced the commitment fee on the revolving credit facility, and (iv) extended the minimum liquidity covenant that will apply through December 31, 2022. The extension of the modifications to the financial covenant and other provisions in the Second Amended and Restated Credit Facility pursuant to the August 2020 amendment will be in effect from the date of the amendment until the earlier of the delivery of the compliance certificate for the fourth quarter of 2022 and the date on which SFTP, in its sole discretion, elects to calculate its compliance with the financial maintenance covenant by using its actual Borrower Consolidated Adjusted EBITDA instead of the 2019 figures as outlined above. In addition, all of SFTP’s existing incremental revolving credit lenders agreed to extend the incremental $131 million revolving credit commitments to the Second Amended and Restated Revolving Loan by one year to December 31, 2022.

Based on historical and anticipated operating results, we believe cash flows from operations, available cash and amounts available under the Second Amended and Restated Credit Facility will be adequate to meet our liquidity needs for at least the next twelve months, including any anticipated requirements for working capital, capital expenditures, common stock dividends, scheduled debt service and obligations under arrangements relating to the Partnership Parks and discretionary common stock repurchases.Parks. Additionally, we expect to be able to use our current federal net operating loss carryforwards to reduce our federal income tax liability until 2024.for several years. For the years 20182019 through 2024, we have significant federal net operating loss carryforwards subject to an annual limitation that we expect will offset approximately $32.5 million of taxable income per year. We became a federal tax payerexpect taxable income in 2018.

excess of the annual limitation in those years will be offset by net operating losses generated during 2020. In accordance with the CARES Act, any net operating loss carryforwards generated in 2020 are not subject to expiration and will carryforward indefinitely.

Our current and future liquidity is greatly dependent upon our operating results, which are driven largely by overall economic conditions as well as the price and perceived quality of the entertainment experience at our parks. Our liquidity could also be adversely affected by a disruption in the availability of credit as well as unfavorable weather; natural disasters; contagious diseases, such as Ebola, Zika, swine flu, COVID-19 or swine or avian flu;other diseases; accidents or the occurrence of an event or condition at our parks, including terrorist acts or threats inside or outside of our parks; negative publicity; or significant local competitive events, which could significantly reduce paid attendance and revenue related to that attendance at any of our parks. While we work with local police authorities on security-related precautions to prevent certain types of disturbances, we can make no assurance that these precautions will be able to prevent these types of occurrences. However, we believe our ownership of many parks in different geographic locations reduces the effects of adverse weather and these other types of occurrences on our consolidated results. If such an adverse event were to occur, we may be unable to borrow under the Second Amended and Restated Revolving Loan or may be required to repay amounts outstanding under the Second Amended and Restated Credit Facility and/or may need to seek additional financing. In addition, we expect we may be required to seek additional financing to refinance all or a significant portion of our existing debt on or prior to maturity, requiring us to potentially seek additional financing.maturity. The degree to which we are leveraged could adversely affect our ability to obtain any additional financing. See "Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" included elsewhere inof this Annual Report.


As of December 31, 2018,2020, our total indebtedness, net of discount and deferred financing costs, was $2,106.5$2,622.6 million which included $988.6$942.5 million of the 2024 Notes $497.8and 2024 Notes Add-on, $710.1 million of the 2025 Notes, $498.3 million of the 2027 Notes, and $620.1$471.7 million outstanding under the Second Amended and Restated Credit Facility. Based on (i) non-revolving credit debt outstanding on that date, (ii) anticipated levels of working capital revolving borrowings during 20192021 and 2020,2022, (iii) estimated interest rates for floating-rate debt and (iv) the 2024 Notes, the 2025 Notes and the 2027 Notes, we anticipate annual cash interest payments of approximately $105 million$156.4 and $110$146.1 million during 20192021 and 2020,2022, respectively. Under the Second Amended and Restated Credit Facility, all remaining outstanding principal of the Second Amended and Restated Term Loan B is due and payable on June 30, 2022.April 17, 2026.

46

As of December 31, 2018,2020, we had approximately $44.6$157.8 million unrestricted cash and $188.9$460.0 million available for borrowing under the Second Amended and Restated Revolving Loan. Our ability to borrow under the Second Amended and Restated Revolving Loan is dependent upon compliance with certain conditions, including a maximum senior secured net leverage maintenance covenant, a minimum interest coverageliquidity covenant and the absence of any material adverse change in our business or financial condition. If we were to become unable to borrow under the Second Amended and Restated Revolving Loan, and we failed to meet our projected results from operations significantly, we might be unable to pay in full our off-season obligations. A default under the Second Amended and Restated Revolving Loan could permit the lenders under the Second Amended and Restated Credit Facility to accelerate the obligations thereunder. The Second Amended and Restated Revolving Loan expires on June 30, 2020.April 17, 2024. The terms and availability of the Second Amended and Restated Credit Facility and other indebtedness are not affected by changes in the ratings issued by rating agencies in respect of our indebtedness. For a more detailed description of our indebtedness, see Note 78 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report.

We currently plan on spending approximately 9% of annual revenues onto strategically reinvest in our properties to improve the guest experience. For more information about our planned capital expenditures, during the 2019 calendar year.

please see “Capital Improvements and Other Initiatives” under Item 1. Business.

During the year ended December 31, 2018,2020, net cash used in operating activities was $190.9 million, compared to net cash provided by operating activities of $410.6 million during the year ended December 31, 2019. The significant decrease in net cash provided by operating activities was $413.1 million.due to the decrease in operations during 2020 attributable to our temporary suspension of park operations due to the COVID-19 pandemic. Net cash used in investing activities during the year ended December 31, 2018 was $152.12020, decreased $48.2 million to $90.9 million from $139.1 million, consisting primarily of capital expenditures, net of insurance proceeds, and the purchase of five new parks on June 1, 2018, partially offset by proceeds received from the disposal of assets. The decrease is attributable to the reduction in spending on capital expenditures due to COVID-19. Net cash provided by financing activities during the year ended December 31, 2020, was $266.7 million and was primarily due to the issuance of the 2025 Notes, partially offset by the $315.0 million repayment of the Second Amended and Restated Term Loan B, the $50.5 million of the outstanding 2024 Notes principal we prepaid in March 2020, and the payment of $22.5 million in cash dividends. Net cash used in financing activities during the year ended December 31, 20182019 was $293.5$143.0 million primarilyand was mostly attributable to the payment of $279.0 million in cash dividends stock repurchases,and $40.8 million of distributions to our noncontrolling interests, offset by net proceeds from entering into the Second Amended and the paymentRestated Credit Facility after repayment of debt issuance costs in connection with the amendment to the Amended and Restated Credit Facility on March 26, 2018. These uses of cash were partially offset by proceeds from the exercise of stock options, the proceeds from borrowings under our Amended and Restated Revolving Loan and the upsize to our Amended and Restated Term Loan B.

Facility.

Since our business is both seasonal in nature and involves significant levels of cash transactions, our net operating cash flows are largely driven by attendance and guest spending per capita spending levels because mostlevels. Most of our cash-based expenses are relatively fixed and do not vary significantly with either attendance or spending per capita spending.assuming that the parks are operational. During 2020, we had significant cash savings due to the suspension of park operations at our properties. These cash-based operating expenses include salaries and wages, employee benefits, advertising, third party services, repairs and maintenance, utilities and insurance.

Partnership Park Obligations

We guarantee certain obligations relating to the Partnership Parks. These obligations include (i) minimum annual distributions (including rent) of approximately $72.5$75.2 million in 20192021 (subject to cost of living adjustments in subsequent years) to the limited partners in the Partnerships Parks (based on our ownership of units as of December 31, 2018,2020, our share of the distribution will be approximately $31.7 million)$33.3 million), (ii) minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Park'sPark’s revenues, (iii) an annual offer to purchase all outstanding limited partnership units at the Specified Price to the extent tendered by the unit holders, which annual offer must remain open from March 31 through late April of each year, and any limited partnership interest tendered during such time period must be fully paid for no later than May 15th of that year, (iv) making annual ground lease payments, and (v) either (a) purchasing all of the outstanding limited partnership interests in the Partnership Parks through the exercise of a call option upon the earlier of the occurrence of certain specified events and the end of the term of the partnerships that hold the Partnership Parks in 2027 (in the case of Georgia) and 2028 (in the case of Texas), or (b) causing each of the partnerships that hold the Partnership Parks to have no indebtedness and to meet certain other financial tests as of the end of the term of such partnership. See Note 1415 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report for additional information.

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After payment of the minimum distribution, we are entitled to a management fee equal to 3% of prior year gross revenues and, thereafter, any additional cash will be distributed first to management fee in arrears and then towards the repayment of any interest and principal on intercompany loans with anyloans. Any additional cash, beingto the extent available, is distributed 95% to us, in the case of SFOG, and 92.5% to us, in the case of SFOT.


Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2018.

2020.

Contractual Obligations

Set forth below is certain information regarding our debt, lease and purchase obligations as of December 31, 2018:

2020:

(Amounts in thousands)

    

2021

    

2022 - 2023

    

2024 - 2025

    

2026 and beyond

    

Total

Long term debt — including current portion (1)

$

 

$

 

$

1,674,490

$

979,000

$

2,653,490

Interest on long-term debt (2)

 

156,676

 

291,419

 

172,900

 

46,317

 

667,312

Operating and finance leases (3)

 

27,256

 

45,854

 

39,245

 

261,746

 

374,101

Purchase obligations (4)

 

87,047

 

10,755

 

8,000

 

108,000

 

213,802

Total

$

270,979

$

348,028

$

1,894,635

$

1,395,063

$

3,908,705

 Payment Due by Period
(Amounts in thousands)2019 2020 - 2021 2022 - 2023 2024 and beyond Total
Long term debt ��� including current portion (1)
$
 43,000
 583,750
 $1,500,000
 $2,126,750
Interest on long-term debt (2)
105,028
 204,213
 189,802
 145,000
 644,043
Real estate and operating leases (3)
23,936
 45,650
 43,189
 314,799
 427,574
Purchase obligations (4)
175,998
 9,000
 9,000
 4,500
 198,498
Total$304,962
 $301,863
 $825,741
 $1,964,299
 $3,396,865

(1)
(1)
Payments are shown at principal amount. See Note 78 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report for further discussion on long-term debt.
(2)
See Note 78 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report for further discussion on long-term debt. Amounts shown reflect variable interest rates in effect at December 31, 2018.
2020.
(3)
Assumes future payments at 2018 revenue levels for lease payments based on a percentage of revenues. Also, doesDoes 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, 2018.
2020.
(4)
Represents obligations as of December 31, 20182020 with respect to insurance, inventory, media and advertising commitments, license fees, computer systems and hardware, estimated annual license fees to Warner Bros. (through 2022) and new rides and attractions. Of the amount shown for 2019,2021, approximately $103.1$35.5 million represents capital items. The amounts in respect ofamount for the Warner Bros. license fee is an estimate based on the current amount payable under the license agreement, which is subject to periodic adjustments, and is therefore subject to change. Amounts for new rides and attractions wereare computed as of December 31, 20182020 and include estimates by us of costs needed to complete such improvements that, in certain cases, wereare not legallycontractually committed at that date. Amounts shown do not include obligations to employees that cannot be quantified as of December 31, 2018,2020, 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.

Other Obligations

During eachthe year ended December 31, 2020, we made contributions to our defined benefit pension plan of $1.5 million. During the years ended December 31, 2018, 20172019 and 2016,2018, we made contributions to our defined benefit pension plan of $6.0 million. To control increases in costs, our pension plan was "frozen" effective March 31, 2006, pursuant to which most participants (excluding certain union employees whose benefits have subsequently been frozen) no longer continued to earn future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. See Note 1213 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report for more information on our pension benefit plan.

We expect to make contributions of approximately $6.0 millionare currently assessing making a contribution in 20192021 to our pension plan based on the 2018 actuarial valuation.our operating results during 2021. We plan to make a contributioncontribute to our 401(k) Plan in 2019,2021, and our estimated expense for employee health insurance for 20192021 is $19$17 million.

The vast majority of our capital expenditures in 2019 and beyond are expected to be made on a discretionary basis. We intend to spend approximately 9% of annual revenues on capital expenditures during the 2019 calendar year.

We maintain insurance of the type and in amounts that we believe is commercially reasonable and that is available to businesses in our industry. See "Insurance" under "Item 1. Business." Our insurance premiums and self-insurance retention levels have remained relatively constant during the three-year period ended December 31, 2018.2020. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

We are party to various legal actions arising in the normal course of business. See "Legal"Item 3. Legal Proceedings" of this Annual Report and Note 1415 to the consolidated financial statements included elsewhere in Item 8 of this Annual Report for information on certain significant litigation.

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We may from time to time seek to retire our outstanding debt through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on the prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

The vast majority of our capital expenditures in 2021 and beyond are expected to be made on a discretionary basis.

Recently Issued Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“Update 2019-12”), which removes certain exceptions for investments, intraperiod allocations and interim tax calculations and adds guidance to reduce complexity in accounting for income taxes. Update 2019-12 is effective for annual periods beginning after December 15, 2020, with early adoption permitted. The various amendments in Update 2019-12 are applied on a retrospective basis, modified retrospective basis and prospective basis, depending on the amendment. We are in the process of evaluating the impact of this amendment on our consolidated financial statements; however, we do not expect a material impact.

In August 2018, FASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans: (“Update 2018-14”), which modifies the disclosure requirements for employers that sponsor defined benefit pension or other post-retirement plans. Update 2018-14 is effective for annual periods beginning after January 1, 2021, with early adoption permitted. Adoption is required to be applied on a retrospective basis to all periods presented. We are in the process of evaluating the impact of this amendment on our consolidated financial statements; however, we do not expect a material impact.

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“Update 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP principles to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in Update 2020-04 apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected optional expedients for and that are retained through the end of the hedging relationship. The provisions in Update 2020-04 are effective upon issuance and can be applied prospectively through December 31, 2022. Our adoption of ASU 2020-04 did not have a material impact on our consolidated financial statements and related disclosures.

Market Risks and Sensitivity Analyses

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks relating to fluctuations in interest rates and currency exchange rates. The objective of our financial risk management is to minimize the negative impact of interest rate and foreign currency exchange rate fluctuations on our operations, cash flows and equity. We do not acquire market risk sensitive instruments for trading purposes or speculative purposes.

In April 2014,June 2019, we entered into three separate interest rate swap agreements (collectively, the "Interest Rate Swap Agreements") that we designated and documented as cash flow hedges. We entered into the Interest Rate Swap Agreements with a notional amount of $200.0$300.0 million (the “June 2019 Swap Agreements”). In August 2019, we entered into two separate interest rate swap agreements with a notional amount of $400.0 million (the “August 2019 Swap Agreements”). These swaps were entered into to mitigate the risk of an increase in the LIBOR interest rate above the 0.75% minimum LIBOR rate in effect on the Term Loan B.

On March 31, 2017, the Interest Rate Swap Agreements were de-designated due to a change in the forecasted borrowings. The Interest Rate Swap Agreements continued to serve as economic hedges and provided protection against rising interest rates for theSecond Amended and Restated Term Loan B (as definedby exchanging the floating LIBOR rate for a negotiated fixed rate. The term of the June 2019 Swap Agreements begins in Note 7June 2019 and expires in June 2023. The term of the August 2019 Swap Agreements begins in August 2019 and expires in August 2024. Upon execution, we designated and documented both swap agreements as cash flow hedges. The swap agreements serve as economic hedges and provide protection against rising interest rates.

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In March 2020, we executed a strategy commonly known as a “blend and extend” on $100.0 million of the June 2019 Swap Agreements (the “Modified June 2019 Swap Agreement”) that extended the length of one of the June 2019 Swap Agreements through April 2026. We extended the existing pay-fixed swap rate over a longer period than its original term at a lower interest rate, while maintaining the same overall value of the swap. The remaining $200.0 million of the June 2019 Swap Agreements (the “Unmodified June 2019 Swap Agreements”) did not change. Upon execution, we designated and documented the Modified June 2019 Swap Agreement as a cash flow hedge. The Modified June 2019 Swap Agreement serves as an economic hedge and provides protection against rising interest rates.

On April 22, 2020, we repaid $315.0 million of the Second Amended and Restated Term Loan B. In conjunction, the June 2019 Swap Agreements and the Modified June 2019 Swap Agreement were de-designated, since the hedged items were no longer probable to occur due to the consolidated financial statements included elsewhere in this Annual Report) duringrepayment of the year ended December 31, 2017. Subsequent to the de-designation, the amounts recorded indebt. As a result, $14.9 million was reclassified from accumulated other comprehensive loss were amortizedto interest expense in the consolidated statement of operations. Consistent with company policy, we hold and issue derivative instruments for risk management purposes only and do not utilize derivative instruments for trading or speculative purposes. Accordingly, in April 2020 we entered into earnings through$300.0 million of notional amount counter-agreements (the “April 2020 Counter-agreements”) designed to economically offset the original December 2017 maturity date. Asimpact of December 31, 2017, the Interest Rate Swap Agreements expired and all related amounts previously held as derivative assets and liabilities on our consolidated balance sheets and previously recorded in accumulated other comprehensive income ("AOCI") were realized in earnings.

de-designated swap agreements.

The following is an analysis of the sensitivity of the market value, operations and cash flows of our market-riskmarket risk financial instruments to hypothetical changes in interest rates as if these changes occurred as of December 31, 2018.2020. The range of potential change in the market chosen for this analysis reflects our view of changes that are reasonably possible over a one-year period. Market values are the present values of projected future cash flows based on the interest rate assumptions. These forward-looking disclosures are selective in nature and only address the potential impacts from financial instruments. They do not include other potential effects which could impact our business as a result of these changes in interest and foreign currency exchange rates.

As of December 31, 2018,2020, we had total debt excluding the impact of $2,106.5debt issuance costs and discounts of $2,653.5 million, of which $1,486.4$2,574.5 million represents fixed-rate debt. The remaining $620.1$79.0 million balance represents floating-rate debt. For fixed-rate debt, interest rate changes affect the fair market value but do not impact book value, operations or cash flows. Conversely, for floating-rate debt, interest rate changes generally do not affect the fair market value but do impact future operations and cash flows, assuming other factors remain constant.

Assuming other variables remain constant (such as foreign exchange rates and debt levels), the pre-tax operating and cash flow impact resulting from a one percentage point increase in interest rates would be approximately $6.2$0.8 million. See Note 78 to the consolidated financial statements included elsewhere in this Annual Report for information on interest rates under our debt agreements.

50

Recently Issued Accounting Pronouncements
In May 2016, FASB issued ASU No. 2016-02, Leases, ("Topic 842"), which requires a lessee to recognize assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance (formerly capital) or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require all leases with an initial term greater than one year to be recognized on the balance sheet as a right-of-use asset and a lease liability. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is allowed. The standard provides for a transition method using a modified retrospective approach, which includes a number of optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which allows lessees to recognize and measure leases at the beginning of the period of adoption without modifying the comparative period financial statements.
The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective method as of the period of adoption. The Company has elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carryforward the historical lease classification. The Company has made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet. The Company will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Related to adoption of the new standard, the Company has implemented internal controls and a lease accounting technology system to enable the preparation of financial statements.
The Company currently expects the most significant impact will be the recognition of ROU assets and lease liabilities for operating leases with original terms of over one year where the Company is the lessee. The Company estimates adoption of the

new lease standard will result in recognition of ROU assets and lease liabilities of between $200 million and $230 million, as of January 1, 2019. The Company does not expect a material impact on its consolidated statements of operations. The standard will not impact our debt covenant compliance under our current agreements.
In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The amendments in ASU 2016-15 address eight classification issues related to the statement of cash flows:
debt prepayment or debt extinguishment costs;
settlement of zero-coupon bonds;
contingent consideration payments made after a business combination;
proceeds from the settlement of insurance claims;
proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;
distributions received from equity method investees;
beneficial interests in securitization transactions; and
separately identifiable cash flows and application of the predominance principle.
On January 1, 2018, we adopted ASU 2016-15 using a retrospective transition method to each period presented. The adoption of this pronouncement did not result in a material impact to the presentation of our consolidated statement of cash flows.
In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The amendments in ASU 2018-02 allow entities to reclassify from "Accumulated other comprehensive income" ("AOCI") to retained earnings "stranded" tax effects resulting from passage of the Tax Act. An entity that elects to reclassify these amounts must reclassify stranded tax effects related to the change in federal tax rate for all items accounted for in other comprehensive income (e.g., employee benefits and cumulative translation adjustments). Entities may also elect to reclassify other stranded tax effects that relate to the Tax Act but do not directly relate to the change in the federal tax rate (e.g., state taxes). However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance requiring the effect of a change in tax laws or rates to be included in income from operations is not affected. Upon adoption of ASU 2018-02, entities are required to disclose their policy for releasing the income tax effects from AOCI. ASU 2018-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The amendments in ASU 2018-02 may be applied retrospectively to each period in which the effect of the Tax Act is recognized or an entity may elect to apply the amendments in the period of adoption. On January 1, 2018, we elected to early adopt ASU 2018-02, and applied the amendments in the period of adoption. As a result, we reclassified $9.4 million of "stranded" tax effects of the Tax Act from "Accumulated other comprehensive loss" to "Accumulated deficit" as of January 1, 2018.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07 is effective for annual periods beginning after December 15, 2017, and interim periods within those annual periods. The amendments in ASU 2017-07 should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the condensed consolidated statements of operations. On January 1, 2018, we adopted ASU 2017-07 using a retrospective transition method to each period presented. Accordingly, the service cost component of net periodic pension cost allocated to our park employees and corporate employees was included within "Operating expenses" and "Selling, general and administrative expenses," respectively, while the other cost components were included in "Other net periodic pension benefit" in the condensed consolidated statements of operations.

Certain prior year amounts in the consolidated statements of operations were reclassified to conform to current year presentation in connection with the adoption of ASU 2017-07. For the years ended December 31, 2017 and 2016, the Company reclassified $2.7 million and $0.7 million, respectively, from "Operating expenses" to "Other net periodic pension benefit." This amount represents the non-service cost component of net periodic pension costs allocable to our park level employees. For the years ended December 31, 2017 and 2016, the Company reclassified $0.6 million and $1.2 million, respectively, from "Selling, general and administrative expenses" to "Other net periodic pension benefit". This amount represents the non-service

cost component of net periodic pension costs allocable to our corporate employees. A nominal amount of non-service cost components remains in "Other expense, net" and was not reclassified to "Other net periodic pension benefit." These amounts directly relate to certain other parks that we no longer operate but continue to service pension benefits for former employees of those parks.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations — Market Risks and Sensitivity Analyses" of this Annual Report is incorporated by reference into this Item 7A.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SIX FLAGS ENTERTAINMENT CORPORATION

Index to Consolidated Financial Statements


51

Management's

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2018.

We acquired five new parks during 2018 through an asset purchase agreement. These parks were excluded from our assessment of internal controls over financial reporting as of December 31, 2018. These parks made up less than 2% of total assets and less than 5% of our total revenues on our consolidated financial statements.
2020.

The effectiveness of our internal control over financial reporting as of December 31, 20182020 has been audited by KPMG LLP, the independent registered public accounting firm that audited our financial statements included herein, as stated in their report which is included herein.

/s/ MICHAEL SPANOS

/s/ JAMES REID-ANDERSON
James Reid-Anderson
Chairman,

Michael Spanos
President and Chief Executive Officer

/s/ MARSHALL BARBERSANDEEP REDDY

Marshall Barber

Sandeep Reddy

Executive Vice President and Chief Financial Officer

February 25, 2021

February 19, 2019

52


Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors


Six Flags Entertainment Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Six Flags Entertainment Corporation and subsidiaries (the Company) as of December 31, 20182020 and 2017,2019, the related consolidated statements of operations, comprehensive income (loss), equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2018,2020, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2018,2020, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018,2020, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired five park operations of Premier Parks, LLC during 2018 through an asset purchase agreement, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018, the five park operations of Premier Parks, LLC’s internal control over financial reporting associated with total assets of less than 2% of consolidated total assets and total revenues of less than 5% of consolidated total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2018. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the five park operations of Premier Parks, LLC.

Change in Accounting Principle

As discussed in Notes 2 and 3Note 16 to the consolidated financial statements, the Company has changed its method of accounting for revenue recognition onleases as of January 1, 2108,2019 due to the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers.

Update (ASU) No. 2016-2, Leases (Topic 842).

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


53

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimated redemption rate used to determine season pass and membership programs deferredrevenue

As discussed in Notes 2(l) and 3 to the consolidated financial statements, guests enrolled in the Company’s season pass and membership programs can visit parks an unlimited number of times during the specified period. For such programs, the Company estimates a redemption rate based on the historical experience and other factors and assumptions the Company believes to be customary and reasonable and recognizes a pro-rata portion of the revenue as the guests visit the parks. The Company reviews the estimated redemption rate on an ongoing basis and revises it as necessary throughout the year. As of December 31, 2020, $205 million of deferred revenue was recognized related to the consideration received for season pass, membership programs, and other offerings in excess of redemptions.

We identified the evaluation of the estimated redemption rate used to determine the season pass and membership programs deferred revenue as a critical audit matter. Subjective auditor judgment was required to evaluate the Company’s assumptions about how future guest attendance patterns may differ from historical attendance patterns due to changes in the parks’ operations.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s season pass and membership programs deferred revenue process, including controls related to the development of the estimated redemption rate. We evaluated the impact of park closures and the extension of season pass and membership programs on the estimate of future guest attendance patterns and redemption rates. We assessed outstanding season pass and membership sales utilized by the Company to derive the deferred revenue balance by comparing it to relevant underlying sales documentation. We tested the mathematical accuracy and consistent application of the deferred revenue calculations supporting the recorded deferred revenue account balance.


54

KPMG LLP


We have served as the Company’s auditor since 1993.

Dallas, Texas


February 19, 2019



45

25, 2021

55

SIX FLAGS ENTERTAINMENT CORPORATION

Consolidated Balance Sheets


 December 31,
(Amounts in thousands, except share data)2018 2017
ASSETS   
Current assets:   
Cash and cash equivalents$44,608
 $77,496
Accounts receivable, net116,043
 72,693
Inventories28,779
 24,960
Prepaid expenses and other current assets52,499
 45,923
Total current assets241,929
 221,072
Property and equipment, net:   
Property and equipment, at cost2,204,678
 2,095,887
Accumulated depreciation(950,996) (857,930)
Total property and equipment, net1,253,682
 1,237,957
Other assets:   
Debt issuance costs1,793
 2,991
Deposits and other assets11,277
 12,821
Goodwill659,618
 630,248
Intangible assets, net of accumulated amortization349,029
 351,587
Total other assets1,021,717
 997,647
Total assets$2,517,328
 $2,456,676
    
LIABILITIES AND STOCKHOLDERS' DEFICIT   
Current liabilities:   
Accounts payable$32,905
 $28,998
Accrued compensation, payroll taxes and benefits30,468
 26,576
Accrued insurance reserves39,183
 39,347
Accrued interest payable30,697
 26,288
Other accrued liabilities45,880
 34,617
Deferred revenue146,227
 142,014
Short-term borrowings43,000
 
Total current liabilities368,360
 297,840
Noncurrent Liabilities:   
Long-term debt, net2,063,512
 2,021,178
Other long-term liabilities29,280
 41,488
Deferred income taxes173,998
 106,851
Total noncurrent liabilities2,266,790
 2,169,517
Total liabilities2,635,150
 2,467,357
    
Redeemable noncontrolling interests525,271
 494,431
    
Stockholders' deficit:   
Preferred stock, $1.00 par value
 
Common stock, $0.025 par value, 140,000,000 shares authorized and 83,962,182 and 84,488,433 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively2,099
 2,112
Capital in excess of par value1,037,640
 1,086,265
Accumulated deficit(1,611,334) (1,529,608)
Accumulated other comprehensive loss, net of tax(71,498) (63,881)
Total stockholders' deficit(643,093) (505,112)
Total liabilities and deficit$2,517,328
 $2,456,676

 

As of

    

December 31, 2020

    

December 31, 2019

(Amounts in thousands, except share data)

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

157,760

$

174,179

Accounts receivable, net

 

36,610

 

108,679

Inventories

 

39,191

 

32,951

Prepaid expenses and other current assets

 

73,179

 

60,431

Total current assets

 

306,740

 

376,240

Property and equipment, net:

 

  

 

  

Property and equipment, at cost

 

2,408,690

 

2,345,283

Accumulated depreciation

 

(1,157,403)

 

(1,061,287)

Total property and equipment, net

 

1,251,287

 

1,283,996

Other assets:

 

  

 

  

Right-of-use operating leases, net

196,711

201,128

Debt issuance costs

 

7,034

 

3,624

Deposits and other assets

 

7,103

 

12,722

Goodwill

 

659,618

 

659,618

Intangible assets, net of accumulated amortization

 

344,198

 

345,212

Total other assets

 

1,214,664

 

1,222,304

Total assets

$

2,772,691

$

2,882,540

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

26,582

$

32,904

Accrued compensation, payroll taxes and benefits

 

22,031

 

19,556

Accrued insurance reserves

 

31,060

 

35,376

Accrued interest payable

 

60,184

 

26,128

Other accrued liabilities

 

93,369

 

63,019

Deferred revenue

 

205,125

 

144,040

Current portion of long-term debt

8,000

Short-term lease liabilities

14,054

10,709

Total current liabilities

 

452,405

 

339,732

Noncurrent liabilities:

 

  

 

  

Long-term debt

 

2,622,641

 

2,266,884

Long-term lease liabilities

187,432

188,149

Other long-term liabilities

 

43,553

 

27,514

Deferred income taxes

 

101,831

 

247,121

Total noncurrent liabilities

 

2,955,457

 

2,729,668

Total liabilities

 

3,407,862

 

3,069,400

Redeemable noncontrolling interests

 

523,376

 

529,258

Stockholders' deficit:

 

  

 

  

Preferred stock, $1.00 par value

 

 

Common stock, $0.025 par value, 280,000,000 shares authorized; 85,075,901 and 84,633,845 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively

 

2,126

 

2,116

Capital in excess of par value

 

1,089,199

 

1,066,223

Accumulated deficit

 

(2,153,368)

 

(1,709,747)

Accumulated other comprehensive loss

 

(96,504)

 

(74,710)

Total stockholders' deficit

 

(1,158,547)

 

(716,118)

Total liabilities and stockholders' deficit

$

2,772,691

$

2,882,540

See accompanying notes to consolidated financial statements.


46

56

Table of Contents

SIX FLAGS ENTERTAINMENT CORPORATION

Consolidated Statements of Operations


 Year Ended December 31,
(Amounts in thousands, except per share data)2018 2017 2016
Park admissions$810,064
 $741,275
 $715,413
Park food, merchandise and other553,527
 524,582
 521,167
Sponsorship, international agreements and accommodations100,116
 93,217
 82,818
Total revenue1,463,707
 1,359,074
 1,319,398
Operating expenses (excluding depreciation and amortization shown separately below)574,724
 511,873
 490,116
Selling, general and administrative expenses (including a net reversal of stock-based compensation of $46,684 in 2018 and $22,697 in 2017, and stock-based compensation of $116,339 in 2016 and excluding depreciation and amortization shown separately below)132,168
 159,070
 293,005
Costs of products sold121,803
 110,374
 109,579
Other net periodic pension benefit(5,169) (3,322) (1,920)
Depreciation113,246
 109,206
 104,290
Amortization2,447
 2,465
 2,603
Loss on disposal of assets1,879
 3,959
 1,968
Interest expense108,034
 99,766
 82,377
Interest income(791) (756) (505)
Loss on debt extinguishment
 37,116
 2,935
Other expense, net3,508
 271
 1,684
Income before income taxes411,858
 329,052
 233,266
Income tax expense95,855
 16,026
 76,539
Net income316,003
 313,026
 156,727
Less: Net income attributable to noncontrolling interests(40,007) (39,210) (38,425)
Net income attributable to Six Flags Entertainment Corporation$275,996
 $273,816
 $118,302
      
Weighted-average common shares outstanding:     
Basic:84,100
 86,802
 92,349
Diluted:85,445
 88,494
 94,398
      
Net income per average common share: 
  
  
Basic:$3.28
 $3.15
 $1.28
Diluted:$3.23
 $3.09
 $1.25
      
Cash dividends declared per common share$3.16
 $2.62
 $2.38


Year Ended December 31, 

(Amounts in thousands, except per share data)

2020

2019

2018

Park admissions

$

202,646

$

815,782

$

810,064

Park food, merchandise and other

 

126,306

 

574,440

 

553,527

Sponsorship, international agreements and accommodations

 

27,623

 

97,361

 

100,116

Total revenues

 

356,575

 

1,487,583

 

1,463,707

Operating expenses (excluding depreciation and amortization shown separately below)

 

389,726

 

607,791

 

574,724

Selling, general and administrative expenses (including stock-based compensation of $19,530 and $13,274 in 2020 and 2019, respectively, and a net reversal of stock-based compensation of $46,684 in 2018, and excluding depreciation and amortization shown separately below)

 

147,295

 

199,194

 

132,168

Costs of products sold

 

34,119

 

130,304

 

121,803

Other net periodic pension benefit

 

(5,190)

 

(4,186)

 

(5,169)

Depreciation

 

119,159

 

115,825

 

113,246

Amortization

 

1,014

 

2,405

 

2,447

Loss on disposal of assets

 

7,689

 

2,162

 

1,879

Interest expense

 

155,411

 

114,703

 

108,034

Interest income

 

(688)

 

(1,401)

 

(791)

Loss on debt extinguishment

 

6,106

 

6,484

 

0

Other expense, net

 

24,993

 

2,542

 

3,508

(Loss) income before income taxes

 

(523,059)

 

311,760

 

411,858

Income tax (benefit) expense

 

(140,967)

 

91,942

 

95,855

Net (loss) income

(382,092)

 

219,818

 

316,003

Less: Net income attributable to noncontrolling interests

 

(41,288)

 

(40,753)

 

(40,007)

Net (loss) income attributable to Six Flags Entertainment Corporation

$

(423,380)

$

179,065

$

275,996

Weighted-average common shares outstanding:

 

 

 

Basic:

 

84,800

 

84,348

 

84,100

Diluted:

 

84,800

 

84,968

 

85,445

Net (loss) earnings per average common share outstanding:

 

 

Basic:

$

(4.99)

$

2.12

$

3.28

Diluted:

$

(4.99)

$

2.11

$

3.23

Cash dividends declared per common share

$

0.25

$

3.29

$

3.16

See accompanying notes to consolidated financial statements.


47

57

Table of Contents

SIX FLAGS ENTERTAINMENT CORPORATION

Consolidated Statements of Comprehensive Income (Loss)

 

Years Ended December 31, 

(Amounts in thousands)

2020

2019

2018

Net (loss) income

$

(382,092)

$

219,818

$

316,003

Other comprehensive (loss) income, net of tax:

 

  

 

  

 

  

Foreign currency translation adjustment (1)

 

(4,053)

 

4,081

 

1,161

Defined benefit retirement plan (2)

 

(6,259)

 

(6,167)

 

661

Change in cash flow hedging (3)

 

(11,482)

 

(1,126)

 

Other comprehensive (loss) income, net of tax

 

(21,794)

 

(3,212)

 

1,822

Comprehensive (loss) income

 

(403,886)

 

216,606

 

317,825

Less: Comprehensive income attributable to noncontrolling interests

 

(41,288)

 

(40,753)

 

(40,007)

Comprehensive (loss) income attributable to Six Flags Entertainment Corporation

$

(445,174)

$

175,853

$

277,818


 Years Ended December 31,
(Amounts in thousands) 2018 2017 2016
Net income$316,003
 $313,026
 $156,727
Other comprehensive income (loss), net of tax:     
Foreign currency translation adjustment (1)
1,161
 1,376
 (4,639)
Defined benefit retirement plan (2)
661
 1,402
 3,543
Change in cash flow hedging (3)

 525
 470
Other comprehensive income (loss), net of tax1,822
 3,303
 (626)
Comprehensive income317,825
 316,329
 156,101
Comprehensive income attributable to noncontrolling interests(40,007) (39,210) (38,425)
Comprehensive income attributable to Six Flags Entertainment Corporation$277,818
 $277,119
 $117,676

(1)Foreign currency translation adjustment is presented net of tax benefit of $1.2 million for the year ended December 31, 2020, and net of tax expense of $0.3$1.1 million and $1.7$0.3 million for the years ended December 31, 2019 and 2018, and 2017, respectively, and net of tax benefit of $2.5 million for the year ended December 31, 2016.respectively.
(2)
Defined benefit retirement plan is presented net of tax expensebenefit of $0.2 million, $0.6 million and $2.3$2.1 million for the years ended December 31, 2018, 20172020 and 2016, respectively.
2019, and tax expense of $0.2 million for the year ended December 31, 2018.
(3)
Change in cash flow hedging is presented net of tax expensebenefit of $0.3$3.8 million and $0.4 million for the years ended December 31, 20172020 and 2016.
2019, respectively.

See accompanying notes to consolidated financial statements.


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Consolidated Statements of Equity (Deficit)


 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, 201591,550,851
 $2,289
 $1,041,710
 $(953,225) $(66,558) $24,216
Issuance of common stock3,004,648
 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 plan36,204
 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, 201690,849,428
 $2,271
 $1,116,227
 $(1,237,804) $(67,184) $(186,490)
Cumulative effect adjustment - adoption of ASU 2016-09
 
 
 98,657
 
 98,657
Balances at January 1, 201790,849,428
 2,271
 1,116,227
 (1,139,147) (67,184) (87,833)
Issuance of common stock1,980,939
 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 plan35,795
 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, 201784,488,433
 $2,112
 $1,086,265
 $(1,529,608) $(63,881) $(505,112)
Cumulative effect adjustment (Note 2)
 
 
 4,557
 (9,439) (4,882)
Balances at January 1, 201884,488,433
 2,112
 1,086,265
 (1,525,051) (73,320) (509,994)
Issuance of common stock1,264,497
 31
 41,626
 
 
 41,657
Stock-based compensation
 
 (46,684) 
 
 (46,684)
Dividends declared to common shareholders
 
 
 (265,755) 
 (265,755)
Repurchase of common stock(1,827,991) (45) (14,341) (96,604) 
 (110,990)
Employee stock purchase plan37,243
 1
 2,047
 
 
 2,048
Fresh start valuation adjustment for SFOT units purchased
 
 
 80
 
 80
Change in redemption value of partnership units
 
 (31,273) 
 
 (31,273)
Net income attributable to Six Flags Entertainment Corporation
 
 
 275,996
 
 275,996
Other comprehensive income, net of tax
 
 
 
 1,822
 1,822
Balances at December 31, 201883,962,182
 $2,099
 $1,037,640
 $(1,611,334) $(71,498) $(643,093)

Accumulated

 

Capital in

 

other

 

Total

Common stock

excess of 

Accumulated

comprehensive

stockholders'

(Amounts in thousands, except share data)

    

Shares issued

    

Amount

    

par value

    

deficit

    

loss

    

deficit

Balances at December 31, 2017

 

84,488,433

$

2,112

$

1,086,265

$

(1,529,608)

$

(63,881)

$

(505,112)

Cumulative effect adjustment - adoption of ASU 2018-02 and ASU 2014-09

 

 

 

4,557

 

(9,439)

 

(4,882)

Balances at January 1, 2018

84,488,433

$

2,112

$

1,086,265

$

(1,525,051)

$

(73,320)

$

(509,994)

Issuance of common stock

 

1,264,497

 

31

 

41,626

 

 

 

41,657

Stock-based compensation

 

 

 

(46,684)

 

 

 

(46,684)

Dividends declared to common stockholders

 

 

 

 

(265,755)

 

 

(265,755)

Repurchase of common stock

 

(1,827,991)

 

(45)

 

(14,341)

 

(96,604)

 

 

(110,990)

Employee stock purchase plan

 

37,243

 

1

 

2,047

 

 

 

2,048

Fresh start valuation adjustment for SFOT units purchased

 

 

 

 

80

 

 

80

Change in redemption value of partnership units

 

 

 

(31,273)

 

 

 

(31,273)

Net income attributable to Six Flags Entertainment Corporation

 

 

 

 

275,996

 

 

275,996

Other comprehensive income, net of tax

 

 

 

 

 

1,822

 

1,822

Balances at December 31, 2018

 

83,962,182

$

2,099

$

1,037,640

$

(1,611,334)

$

(71,498)

$

(643,093)

Issuance of common stock

 

622,787

 

16

 

17,480

 

 

 

17,496

Stock-based compensation

 

 

 

13,274

 

 

 

13,274

Dividends declared to common stockholders

 

 

 

 

(277,523)

 

 

(277,523)

Repurchase of common stock

 

(882)

 

 

(52)

 

 

 

(52)

Employee stock purchase plan

 

49,758

 

1

 

2,130

 

 

 

2,131

Fresh start valuation adjustment for SFOT units purchased

 

 

 

 

45

 

 

45

Change in redemption value of partnership units

 

 

 

(4,249)

 

 

 

(4,249)

Net income attributable to Six Flags Entertainment Corporation

 

 

 

 

179,065

 

 

179,065

Other comprehensive loss, net of tax

 

 

 

 

 

(3,212)

 

(3,212)

Balances at December 31, 2019

 

84,633,845

$

2,116

$

1,066,223

$

(1,709,747)

$

(74,710)

$

(716,118)

Issuance of common stock

 

371,182

 

8

 

2,237

 

 

 

2,245

Stock-based compensation

 

 

 

19,530

 

 

 

19,530

Dividends declared to common stockholders

 

 

 

 

(21,165)

 

 

(21,165)

Repurchase of common stock

 

(2,291)

 

 

(54)

 

 

 

(54)

Employee stock purchase plan

 

73,165

 

2

 

1,281

 

 

 

1,283

Fresh start valuation adjustment for SFOG and SFOT units purchased

 

 

 

 

924

 

 

924

Change in redemption value of partnership units

 

 

 

(18)

 

 

 

(18)

Net loss attributable to Six Flags Entertainment Corporation

 

 

 

 

(423,380)

 

 

(423,380)

Other comprehensive loss, net of tax

 

 

 

 

 

(21,794)

 

(21,794)

Balances at December 31, 2020

 

85,075,901

$

2,126

$

1,089,199

$

(2,153,368)

$

(96,504)

$

(1,158,547)

See accompanying notes to consolidated financial statements.


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SIX FLAGS ENTERTAINMENT CORPORATION

Consolidated Statements of Cash Flows


 Year Ended December 31,
(Amounts in thousands)2018 2017 2016
Cash flow from operating activities: 
  
  
Net income$316,003
 $313,026
 $156,727
Adjustments to reconcile net income to net cash provided by operating activities: 
  
  
Depreciation and amortization115,693
 111,671
 106,893
Stock-based compensation(46,684) (22,697) 116,339
Interest accretion on notes payable1,344
 1,056
 413
Loss on debt extinguishment
 37,116
 2,935
Amortization of debt issuance costs3,979
 4,061
 4,503
Other, including loss on disposal of assets574
 6,875
 992
Increase in accounts receivable(39,193) (3,108) (6,157)
Increase in inventories, prepaid expenses and other current assets(3,769) (1,847) (4,948)
Decrease (increase) in deposits and other assets1,633
 (3,597) (2,011)
(Decrease) increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities(13,750) 5,478
 16,134
Increase (decrease) in accrued interest payable4,409
 (1,396) 8,129
Deferred income tax expense (benefit)72,893
 (1,571) 63,286
Net cash provided by operating activities413,132
 445,067
 463,235
Cash flow from investing activities: 
  
  
Additions to property and equipment(135,624) (135,219) (129,258)
Property insurance recovery2,500
 523
 320
Purchase of identifiable intangible assets
 
 (125)
Acquisition of park assets(19,059) 
 
Sale (purchase) of restricted-use investments, net
 3,926
 (890)
Proceeds from sale of assets71
 607
 2,212
Net cash used in investing activities(152,112) (130,163) (127,741)
Cash flow from financing activities: 
  
  
Repayment of borrowings(274,000) (949,161) (333,426)
Proceeds from borrowings356,000
 1,313,000
 481,170
Payment of debt issuance costs(793) (37,336) (6,278)
Net proceeds from issuance of common stock43,705
 62,502
 36,501
Stock repurchases(110,990) (499,442) (211,751)
Payment of cash dividends(267,044) (227,101) (220,314)
Purchase of redeemable noncontrolling interest(353) (128) (223)
Noncontrolling interest distributions(40,007) (39,210) (38,425)
Net cash used in financing activities(293,482) (376,876) (292,746)
Effect of exchange rate on cash(426) 2,083
 (5,123)
(Decrease) increase in cash and cash equivalents(32,888) (59,889) 37,625
Cash and cash equivalents at beginning of period77,496
 137,385
 99,760
Cash and cash equivalents at end of period$44,608
 $77,496
 $137,385
      
Supplemental cash flow information 
  
  
Cash paid for interest$98,302
 $96,045
 $69,320
Cash paid for income taxes$30,009
 $14,473
 $17,267

Year Ended December 31, 

(Amounts in thousands)

2020

2019

2018

Cash flows from operating activities:

Net (loss) income

$

(382,092)

$

219,818

$

316,003

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

 

  

 

  

 

  

Depreciation and amortization

 

120,173

 

118,230

 

115,693

Stock-based compensation

 

19,530

 

13,274

 

(46,684)

Interest accretion on notes payable

 

1,157

 

1,310

 

1,344

Loss on debt extinguishment

 

6,106

 

6,484

 

0

Amortization of debt issuance costs

 

6,535

 

3,563

 

3,979

Other, including loss on disposal of assets

 

(4,028)

 

(1,029)

 

574

Gain on sale of investee

0

(724)

0

Deferred income taxes (benefit) expense

 

(134,199)

 

78,386

 

72,893

Change in accounts receivable

 

71,654

 

7,725

 

(39,193)

Change inventories, prepaid expenses and other current assets

 

(19,452)

 

(14,709)

 

(3,769)

Change in deposits and other assets

 

5,604

 

(1,665)

 

1,633

Change in ROU operating leases

4,477

7,865

0

Change in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities

 

79,075

 

(15,472)

 

(13,750)

Change in operating lease liabilities

524

(7,914)

0

Change in accrued interest payable

 

34,056

 

(4,569)

 

4,409

Net cash (used in) provided by operating activities

 

(190,880)

 

410,573

 

413,132

Cash flows from investing activities:

 

  

 

  

 

  

Additions to property and equipment

 

(100,878)

 

(143,913)

 

(135,624)

Property insurance recoveries

 

2,514

 

3,737

 

2,500

Acquisition of park assets, net of cash acquired

 

0

 

0

 

(19,059)

Proceeds from sale of assets

 

7,470

 

1,050

 

71

Net cash used in investing activities

 

(90,894)

 

(139,126)

 

(152,112)

Cash flows from financing activities:

 

  

 

  

 

  

Repayment of borrowings

 

(526,510)

 

(802,750)

 

(274,000)

Proceeds from borrowings

 

884,000

 

970,000

 

356,000

Payment of debt issuance costs

 

(24,987)

 

(9,911)

 

(793)

Payment of cash dividends

 

(22,499)

 

(278,951)

 

(267,044)

Proceeds from issuance of common stock

3,528

19,627

43,705

Stock repurchases

(54)

(52)

(110,990)

Reduction in finance lease liability

(493)

0

0

Purchase of redeemable noncontrolling interest

 

(4,976)

 

(217)

 

(353)

Distributions to noncontrolling interests

(41,288)

(40,753)

(40,007)

Net cash provided by (used in) financing activities

 

266,721

 

(143,007)

 

(293,482)

Effect of exchange rate on cash

 

(1,366)

 

1,131

 

(426)

Net (decrease) increase in cash and cash equivalents

 

(16,419)

 

129,571

 

(32,888)

Cash and cash equivalents at beginning of period

 

174,179

 

44,608

 

77,496

Cash and cash equivalents at end of period

$

157,760

$

174,179

$

44,608

Supplemental cash flow information

 

  

 

  

 

  

Cash paid for interest

$

99,239

$

114,398

$

98,302

Cash paid for income taxes

$

5,917

$

28,209

$

30,009

See accompanying notes to consolidated financial statements.


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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements



1.

1.

Description of Business

We own and operate regional theme parks and waterparks andwaterparks. We are the largest regional theme park operator in the world and the largest operator of waterparks in North America. Of the 2526 parks we currently own or operate, 2223 parks are located in the United States, two2 parks are located in Mexico and one1 park is located in Montreal, Canada.

On April 1, 1998, we acquired the former Six Flags Entertainment Corporation ("Former SFEC", a corporation that has been merged out of existence and that has always been a separate corporation from the current Six Flags Entertainment Corporation ("Holdings")), which had operated regional theme parks and waterparks under the Six Flags name for nearly 40 years, and established an internationally recognized brand name. We own the "Six Flags" brand name in the United States and foreign countries throughout the world. To capitalize on this name recognition, 2122 of our current parks are branded as "Six Flags" parks and beginning in 2014 we also began the development, with third-party partners, of Six Flags-branded parks outside of North America.

COVID-19 Considerations

In response to the COVID-19 pandemic, federal, state and local governments implemented significant restrictions on travel, social conduct and business operations, including mass quarantine and social distancing mandates and orders. On March 13, 2020, we temporarily suspended operations at all of our theme parks and waterparks due to the COVID-19 pandemic. During 2020, 20 of our 26 parks operated for portions of the season but several of our larger parks could not operate rides. Parks that did operate had capacity and other operating limitations.

We quickly implemented plans to mitigate the impact of the COVID-19 pandemic on our business and ensure the health and safety of our employees and guests. In response to the challenging environment, we focused on the following actions:

Implementing immediate cost controls by right-sizing marketing and temporarily reducing salaries of all full-time employees by 25%;
2.Strengthening liquidity through expansion of our revolving credit facility, suspension of testing of certain maintenance covenants in our credit facility, issuance of senior secured notes, and suspension of dividend payments and stock repurchase program;
Enhancing financial flexibility by delaying or reducing capital expenses related new ride and attractions;
Developing measures to preserve our season pass holders and members;
Opening parks as quickly as possible, while following governmental and public health guidelines; and
Creating new sources of revenue by introducing animal and holiday drive-thru experiences at many parks.

We resumed partial operations at many of our parks on a staggered basis near the end of the second quarter using a cautious and phased approach, including limiting attendance, in accordance with local conditions and government guidelines. Attendance trends in 2020 continued to improve throughout the year for the parks that were open. Several of our parks modified their operations by providing drive-through or walk-through experiences for the holiday season, and our parks in Mexico were able to operate for a portion of the fourth quarter. As a result, all of our theme parks and some of its water parks operated in at least some capacity for a portion of the season, albeit pursuant to reduced capacity and other operating limitations. Comparisons of open parks to prior year in the third quarter exclude attendance from Six Flags Discovery Kingdom and Six Flags Great America, as these parks had modified operations with minimal attendance in the third quarter of 2020.

We have taken measures to ensure sufficient liquidity to meet our cash flow needs and covenant compliance obligations for at least the next twelve months from the issuance of the financial statements. Additionally, we believe we have sufficient liquidity to meet our cash obligations through the end of 2021 even if our open parks are required to close. In addition to reducing expenses including capital expenditures, in April 2020, we increased the revolving credit

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

commitments under the Second Amended and Restated Revolving Loan by $131.0 million, increasing the facility from $350.0 million to $481.0 million. Also, in April, Six Flags Theme Parks Inc. (“SFTP”), Holdings’ indirect, wholly owned subsidiary, completed the private sale of $725.0 million in aggregate principal amount of 7.00% senior secured notes due 2025. In August 2020, we extended the increased revolving credit commitments under the Second Amended and Restated Revolving Loan through December 31, 2022 and extended the suspension of our senior secured leverage ratio financial maintenance covenant through the end of 2021. See Note 3, Long-Term Indebtedness, for more information on these transactions. In connection with the Second Amended and Restated Credit Agreement, we suspended our quarterly dividend payment and stock repurchase program until the earlier December 31, 2022, or such time as SFTP reduces the incremental revolving credit commitments by $131 million and begins using actual results to calculate covenant compliance.

The COVID-19 pandemic continues to present material uncertainty and risk with respect to our performance and financial results, including the ability to open all of our parks to guests. We will continue to consider near-term exigencies and the long-term financial health of the business as clear steps are taken to mitigate the consequences of the COVID-19 pandemic. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including additional actions taken to contain COVID-19 or treat its impact, among others. Our business and financial results could be materially and adversely impacted.

Transformation Plan

Prior to the pandemic, we initiated a transformation plan. The transformation plan consists of 5 revenue initiatives and 3 cost initiatives designed to improve our core operational effectiveness and to support our strategy, delivering sustainable value creation over time. Our strategy is to create thrilling, memorable experiences at our regional parks, delivered by a diverse and empowered team, through industry-leading innovation and technology. The strategy is driven by three focus areas: (i) modernizing the guest experience through technology, (ii) continuously improving operational efficiency, and (iii) driving financial excellence. We plan to focus on our core business over the next two to three years; during this time, we will be cautious about expanding into adjacent domestic markets or entering into new international agreements.

Due to the outbreak of the COVID-19 pandemic in early 2020 and the resulting park closures, management redirected its focus on steering us through this crisis, causing a delay in our transformation plan. However, in the latter half of 2020, we made significant progress on each of the initiatives. We closed 2 satellite offices; reduced our full-time headcount costs; initiated centralized negotiations with several vendors to reduce procurement costs; and piloted a model to optimize park level variable labor. From a revenue perspective, we improved our menu assortment, pricing and merchandizing strategy; developed a new tool to optimize media spending; improved our website; and made progress on our initiative to attract more single day visitors.

Transformation Costs Breakout

Year Ended

December 31, 2020

Amounts included in "Other expense, net"

Consultant costs

$

20,460

Employee termination costs

4,362

Amounts included in "Loss on disposal of assets"

Ride / asset write-offs

9,754

Total transformation costs

$

34,576

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

2.

Summary of Significant Accounting Policies

a.

a.

Basis of Presentation

The consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our consolidated financial statements as we have determined that we have the power to direct the activities of those entities that most significantly impact the entities'entities’ economic performance and we have the obligation to absorb losses and receive benefits from the entities that can be potentially significant to these entities. The equity interests owned by non-affiliated parties in the Partnership Parks are reflected in the accompanying consolidated balance sheets as redeemable noncontrolling interests. The portion of earnings or loss attributable to non-affiliated parties in the Partnership Parks is reflected as net income attributable to noncontrolling interests in the accompanying consolidated statements of operations. See Note 6 for further discussion.

Intercompany transactions and balances have been eliminated in consolidation.

b.

b.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and liabilitiesexpenses and the disclosure of contingent assets and liabilities at the date of thein our consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.accompanying notes. Actual results could differ from those estimates. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in thosethese estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

c.

c.

Fair Value Measurement

Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurement, defines fair value as the exchange prices that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The guidance also specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. In accordance with FASB ASC Topic 820, Fair Value Measurement, these two types of inputs have created the following fair value hierarchy:

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.
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.

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Notes to Consolidated Financial Statements

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. We use a market approach for our recurring fair value measurements, and we endeavor to use the best information available. Accordingly, valuation techniques that maximize the use of observable impacts are favored. We present the estimated fair values and classifications of our financial instruments in accordance with FASB Accounting Standards Consideration ("ASC") Topic 820, Fair Value Measurement.

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Notes to Consolidated Financial Statements

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

The carrying values of cash and cash equivalents, accounts receivable, notes receivable, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments.
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. Refer to Note 7 for additional information.

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.
d.Cash EquivalentsThe 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. Refer to Note 8 for additional information.
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 expenses 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 7 for additional information on our derivative instruments.

d.

Cash Equivalents

Cash equivalents consists of short-term highly liquid investments with a remaining maturity as of the date of purchase of three months or less, which are readily convertible into cash.less. For purposes of the consolidated statements of cash flows, we consider all highly liquid debt instruments with remaining maturities as of their date of purchase of three months or less to be cash equivalents. Cash equivalents were not significant as of December 31, 20182020 and 2017.

2019.

e.

e.

Inventories

Inventories are stated at lower of weighted average cost or net realizable value and primarily consist of products purchased for resale, including merchandise, food and miscellaneous supplies. Products are removed from inventory at weighted average cost. We have recorded a nominal valuation$0.7 million and a $0.4 million allowance for slow moving inventory as of December 31, 20182020 and $0.3 million as of December 31, 2017.

2019, respectively.

f.

f.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include $22.9$21.6 million and $21.1$22.9 million of spare parts inventory for existing rides and attractions as of December 31, 20182020 and 2017, respectively.2019. These items are expensed as the repair or maintenance of rides and attractions occur.

g.

g.

Advertising Costs

Production costs of commercials and programming are charged to operations in the year first aired. The costs of other advertising, promotion, and marketing programs are charged to operations when incurred with the exception of direct-response advertising which is charged to the period it will benefit. As of December 31, 20182020 and 2017,2019, we had $1.6 million and $1.9$1.8 million in prepaid advertising, respectively. The amounts capitalized are included in prepaid expenses.

Advertising and promotions expense was $68.4$19.6 million, $63.7$69.5 million and $62.8$68.4 million for the years ended December 31, 2020, 2019 and 2018, 2017 and 2016, respectively.

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h.

h.

Debt Issuance Costs

We capitalize costs related to the issuance of debt. Debt issuance costs directly related to ourthe Second Amended and Restated Revolving Loan are presented within other assets as debt issuance costs in our consolidated balance sheets. Debt issuance costs directly related to ourthe Second Amended and Restated Term Loam B and our senior unsecured notes are presented within noncurrent liabilities as a reduction of long-term debt in our consolidated balance sheets. The amortization of such costs is recognized as interest expense using the interest method over the term of the respective debt issue. Amortization related to deferred debt issuance costs was $4.0$6.5 million, $4.1$3.6 million and $4.5$4.0 million for the years ended December 31, 2018, 20172020, 2019 and 20162018, respectively. See Note 78 for further discussion.

i.

i.

Property and Equipment

Property and equipment additions are recorded at cost and the carrying value is depreciated using the straight-line method over the estimated useful lives of the assets. Maintenance and repair costs that do not improve service potential or extend economic life are charged directly to expense as incurred, while betterments and renewals are generally capitalized as property and equipment. When an item is retired or otherwise disposed of, the cost and applicable accumulated depreciation are removed and the resulting gain or loss is recognized. See Note 4 for further detail of the components of our property and equipment.


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Notes to Consolidated Financial Statements

The estimated useful lives of the assets are as follows:

Rides and attractions

5 - 25 years

Land improvements

10 - 15 years

Buildings and improvements

Approximately 30 years

Furniture and equipment

5 - 10 years

j.

j.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and intangible assets with indefinite useful lives are tested for impairment annually in the fourth quarter, or more frequently if events or circumstances indicate that the assets might be impaired. We identify our reporting unit and determine the carrying value of the reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to the reporting unit. We then determine the fair value of the reporting unit and compare it to the carrying amount of the reporting unit. All of our parks are operated in a similar manner and have comparable characteristics in that they produce and distribute similar services and products using similar processes, have similar types of customers, are subject to similar regulations and exhibit similar economic characteristics. As such, we are a single reporting unit. For each year, the fair value of the single reporting unit exceeded our carrying amount (provided that, we have one1 reporting unit at the same level for which our Holdings common stock is traded, we believe our market capitalization is the best indicator of our reporting unit'sunit’s fair value). In September 2012, the FASB amended FASB ASC Topic 350, Intangibles - Goodwill and Other, which permits entities toWe perform a qualitative analysis on indefinite-lived intangible assets to determine if it is more likely than not that the fair value of the intangible asset was less than its carrying amount as a basis for determining whether it was necessary to perform a quantitative impairment test. We adopted this amendment in September 2012 and have performed a qualitative analysis on our indefinite-lived intangible assets during the fourth quarter of each year.

The fair value of indefinite-lived intangible assets is generally determined based on a discounted cash flow analysis. An impairment loss occurs to the extent that the carrying value exceeds the fair value. For goodwill, if the fair value of the reporting unit were to be less than the carrying amount, an impairment loss would be recognized to the extent that the carrying amount of the reporting unit exceeds its fair value.

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k.

k.

Valuation of Long-Lived Assets

We review long-lived assets, including finite-lived intangible assets subject to amortization, for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the asset or group of assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

l.

l.

Revenue Recognition

FASB ASC 606, Revenue

We account for revenue from Contractscontracts with Customers (together with the series of Accounting Standards Updates described in the first paragraph under "Recently Adopted Accounting Pronouncements" below, "Topic 606") iscustomers based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

We recognize revenue upon admission into our parks, provision of our services, or when products are delivered to our guests. Revenues are presented in the accompanying consolidated statements of operations net of sales taxes collected from our guests andthat are remitted or payable to government taxing authorities. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guests visit our parks. Amounts owed or received for multi-use admissions in excess of redemptions are recognized in deferred revenue. In contrast to our season pass and other multi-use offerings (such as our all season dining pass program, which enables season pass holderspassholders and members to eat meals and snacks any day they visit the park for one1 upfront payment) that expire at the end of each operating season, the membership program continues on a month-to-month basis after the initial twelve-month membership term and can be canceled any time after the initial term pursuant to the terms of the membership program. Guests enrolled in the membership program can visit our parks an unlimited number of times anytime theywhenever the parks are open as long as the guest remains enrolled in the membership program. For season passes, memberships in the initial twelve-month term and other multi-use admissions, we estimate a redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable and recognize a pro-rata portion of the revenue as the guest attends our parks. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amountsyear, including impact of changes to our season pass and memberships described above. For any bundled products with multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and products that are not sold on a stand-alone basis are treated as residual.

In connection with the temporary closure of our parks due to COVID-19, we added one additional month of membership privileges for every month a member paid but could not visit their home park. Season pass holders were granted an additional year of admission to the parks due to the COVID-19 pandemic. All 2020 passes now expire at the end of the 2021 season. The membership payments received for multi-use admissions in excesswhile parks were temporarily closed due to the pandemic were deferred and will be recognized as revenue when these additional months are utilized at the end of redemptions are recognized in deferred revenue.the respective membership periods. For active memberships after the initial twelve-month term, we recognize revenue monthly as payments are


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Notesthose payments related to Consolidated Financial Statements

received. the parks that remain temporarily closed due to COVID-19.

As of December 31, 2018,2020, deferred revenue was primarily comprised of (i) advance sales ofunredeemed season passes, all seasonpass and all-season dining passes and other admissions for the 2019 operating season,pass revenue, (ii) unredeemed portions of the membership program and member dining program that will be recognized in 2019,2021, and (iii) sponsorship, international agreementspre-sold single-day admissions revenue for the 2020 operating season which now expire at the end of the 2021 season.

Certain contracts with customers, primarily memberships, may include bundled products with multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the observable retail prices charged to customers and other fee-based revenue that will beuse residual for any products not sold on a stand-alone basis. We generally expense (i) sales commissions when incurred, and (ii) certain costs to obtain a contract where the amortization period would have been one year or less. These costs are recognized in 2019."Selling, general and administrative expenses." We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount for which we have the right to invoice for services performed. For certain of our

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Notes to Consolidated Financial Statements

contracts that have an original expected length of one year or less, we use the practical expedient applicable to such contracts and do not consider the time value of money.

We have entered into international agreements to assist a third partiesparty in the planning, design, development and operation of a Six Flags-branded parkspark outside of North America. These agreements typically consist of a brand licensing agreement, project services agreement, and management services agreement. Under Topic 606, weWe treat these agreements as one1 contract because each wasthey were negotiated with a single commercial objective. We have identified three3 distinct promises within the agreement with each third partythe third-party partner as brand licensing, project services and management services. Each of these promises is its own performance obligation and distinct, as the third party could benefit from each service on its own with other readily available resources, and each service is separately identifiable from other services in the context of the contract. We recognize revenue under our international agreements over the relevant service period of each performance obligation based on its relative stand-alone selling price, as determined by our best estimate of selling price. We review the service period of each performance obligation on an ongoing basis and revise it as necessary throughout the year. Revisions to the relevant service periods of the performance obligations may result in revisions to revenue in future periods and are recognized in the period in which the change is identified.

On January 1, 2018, we adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). See Note 3 for additional information.

m.

m.

Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, including season passes and the membership program. We are not exposed to a significant concentration of credit risk, however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we do record an allowance for doubtful accounts. As of December 31, 20182020 and 2017,2019, we have recorded an allowance for doubtful accounts of $7.4$3.1 million and $4.2$8.3 million, respectively. The allowance for doubtful accounts is primarily comprised of estimated defaults under our membership plans.

n.

n.

Derivative Instruments and Hedging Activities

We account for derivatives and hedging activities in accordance with FASB ASC Topic 815, Derivatives and Hedging. This accounting guidance establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge for accounting purposes. The accounting for changes in the fair value of a derivative (e.g., gains and losses) depends on the intended use of the derivative and the resulting designation.

We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and our strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to forecasted transactions. We also assess, both at the hedge'shedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Change in the fair value of a derivative that is effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive (loss) income (loss) until operations are affected by the variability in cash flows of the designated hedged item, at which point they are reclassified to interest expense. Change in fair value of a derivative that is not designated as a hedge are recorded in other income (expense),expense, net in the consolidated statements of operations on a current basis. As of December 31, 2017, the

In June 2019, we entered into 3 separate interest rate swap agreements expired and all related amounts previously held as derivative assets and liabilitieswith a notional amount of $300.0 million (collectively, the “June 2019 Swap Agreements”) to mitigate the risk of an increase in the LIBOR interest rate in effect on the consolidated balance sheetsSecond Amended and previously recordedRestated Term Loan B. In August 2019, we entered into 2 additional separate interest rate swap agreements with a notional amount of $400.0 million (collectively, the “August 2019 Swap Agreements”) to mitigate the risk of an increase in accumulated other comprehensive incomethe LIBOR interest rate in effect on the Second Amended and Restated Term Loan B.

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In March 2020, we executed a strategy commonly known as a “blend and extend” on $100.0 million of the June 2019 Swap Agreements (the “Modified June 2019 Swap Agreement”) that extended the length of one of the June 2019 Swap Agreements through April 2026. We extended the existing pay-fixed swap rate over a longer period than its original term at a lower interest rate, while maintaining the same overall value of the swap. The remaining $200.0 million of the June 2019 Swap Agreements (the “Unmodified June 2019 Swap Agreements”) did not change. Upon execution, we designated and documented the Modified June 2019 Swap Agreement as a cash flow hedge. The Modified June 2019 Swap Agreement serves as an economic hedge and provides protection against rising interest rates.

On April 22, 2020, we repaid $315.0 million of the Second Amended and Restated Term Loan B. In conjunction, the June 2019 Swap Agreements and the Modified June 2019 Swap Agreement were realized in earnings.

de-designated, since the hedged items were no longer probable to occur due to the repayment of the debt. In April 2020, we entered into $300.0 million of notional amount counter-agreements (the “April 2020 Counter-agreements”) designed to economically offset the impact of the de-designated swap agreements.

See Note 7 for a further discussion.

o.

o.

Commitments and Contingencies

We are involved in various lawsuits and claims that arise in the normal course of business. Amounts associated with lawsuits or claims are reserved for matters in which it is believed that losses are probable and can be reasonably estimated. In addition to matters in which it is believed that losses are probable, disclosure is also provided for matters in which the


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Notes to Consolidated Financial Statements

likelihood of an unfavorable outcome is at least reasonably possible but for which a reasonable estimate of loss or range of loss is not possible. Legal fees are expensed as incurred. See Note 1415 for further discussion.

p.

p.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We have a valuation allowance of $115.2$128.2 million and $113.5$130.6 million as of December 31, 20182020 and 2017,2019, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets, primarily consisting of certain state net operating loss, foreign tax credits and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. For the foreseeable future, we project taxable income that will allow for the utilization of all of our federal net operating loss carryforwards before they expire.

carryforwards.

Our liability for income taxes is finalized as auditable tax years pass their respective statutes of limitations in the various jurisdictions in which we are subject to tax. However, these jurisdictions may audit prior years for which the statute of limitations is closed for the purpose of making an adjustment to our taxable income in a year for which the statute of limitations has not closed. Accordingly, taxing authorities of these jurisdictions may audit prior years of the group and its predecessors for the purpose of adjusting net operating loss carryforwards to years for which the statute of limitations has not closed.

We classify interest and penalties attributable to income taxes as part of income tax expense. As of December 31, 20182020 and 2017,2019, we had no0 accrued interest and penalties liability.

Because we do not permanently reinvest foreign earnings, United States deferred income taxes have been provided on unremitted foreign earnings to the extent that such foreign earnings are expected to be taxable upon repatriation.

On December 22, 2017,

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For global intangible low taxed income ("GILTI") under the Tax Cuts and Jobs Act, was signed into law. The Tax Act contained significant changeswe have elected to corporate taxation, including reductionaccount for GILTI as a component of tax expense in the corporate tax rate from 35%period in which we are subject to 21% effective January 1, 2018, limitation of the tax deduction for interest expense, limitation of the deduction for net operating losses and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), new taxes concerning global intangible low-tax income (GILTI), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits including the limitation on deductions for certain executive compensation arrangements under Section 162(m) of the Internal Revenue Code. All corporation taxation aspects of the Tax Act are included in our year ended December 31, 2017 tax provision. rules (the "period cost method").

See Note 1011 for further discussion.

q.

q.Earnings

(Loss) earnings Per Common Share

Basic (loss) earnings per common share is computed by dividing net (loss) income attributable to Holdings'Holdings’ common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to Holdings'Holdings’ common stockholders by the weighted average number of common shares outstanding during the period including the effect of all dilutive common stock equivalents using the treasury stock method. In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.

r.

r.

Stock-Based Compensation

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalents to select employees, officers, directors and consultants of Holdings and its affiliates. We recognize the fair value of each grant as compensation expense on a straight-line basis over the vesting period using the graded vesting terms of the respective grant. The fair value of stock option grants is estimated on the date of grant using the Black-Scholes option pricing valuation model. The fair value of stock, restricted stock units and restricted stock awards is the quoted market price of Holdings'Holdings’ stock on the date of grant. See Note 910 for further discussion of stock-based compensation and related disclosures.

s.

s.

Comprehensive (Loss) Income


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Notes to Consolidated Financial Statements

Comprehensive (loss) income consists of net (loss) income, changes in the foreign currency translation adjustment, changes in the fair value of derivatives that are designated as hedges and changes in the net actuarial gains (losses) and amortization of prior service costs on our defined benefit retirement plan.

t.

t.

Redeemable Noncontrolling Interest

We record the carrying amount of our redeemable noncontrolling interests at their fair value at the date of issuance. We recognize the changes in their redemption value immediately as they occur and adjust the carrying value of these redeemable noncontrolling interests to equal the redemption value at the end of each reporting period, if greater than the redeemable noncontrolling interest carrying value.

This method would view the end of the reporting period as if it were also the redemption date for the redeemable noncontrolling interests. We conduct an annual review to determine if the fair value of the redeemable units is less than the redemption amount. If the fair value of the redeemable units is less than the redemption amount, there would be a charge to earnings per share allocable to common stockholders. The redemption amount at the end of each reporting period did not exceed the fair value of the redeemable units.

u.

Leases

We or certain of our subsidiaries are a lessee in various noncancelable operating and finance (formerly “capital”) leases, primarily for operating rights to amusement parks, land, office space, warehouses, office equipment and machinery. We account for leases in accordance with FASB ASC 842, Leases (“Topic 842”); see below for additional information on recently adopted accounting pronouncements and Note 16 for additional information regarding our leases. We determine if an arrangement is or contains a lease at contract inception and recognize a right-of-use ("ROU") asset and lease liability at the lease commencement date.

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For both our operating and finance leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how we determine (i) the discount rate used to discount the unpaid lease payments to present value, (ii) the lease term and (iii) the lease payments. Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate ("IBR"). Generally, we cannot determine the interest rate implicit in the lease and therefore we use the IBR as a discount rate for our leases. The IBR reflects the rate of interest we would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for all of our leases includes the noncancelable period of the lease plus any additional periods covered by an option to extend the lease that are reasonably certain to be executed by us. Lease payments included in the measurement of the lease liability comprise fixed payments owed over the lease term, variable lease payments that depend on an index or rate, and the exercise price of an option to purchase the underlying asset if it is reasonably certain that we will exercise the option.

The ROU asset is initially measured at cost, which comprises the initial amount of lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. For our operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, and adjusted for any prepaid or accrued lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the term of the operating lease.

Variable lease payments associated with our leases are recognized upon the occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. Variable lease payments for operating leases are presented as operating expense in our consolidated statements of operations in the same line item as expense arising from fixed lease payments. Property taxes and insurance paid on behalf of our lessors is included within variable lease payments.

Operating lease ROU assets net of accumulated amortization are presented as "Right-of-use operating leases, net" on the consolidated balance sheets. The current portion of operating lease liabilities is presented as "Short-term operating lease liabilities" and the long-term portion is presented separately as "Long-term operating lease liabilities" on the consolidated balance sheets.

Finance lease ROU assets are presented within “Property and equipment, at cost” and the related lease amortization within “Accumulated depreciation” on our consolidated balance sheets. The current portion of the finance lease liabilities is presented as “Short-term lease liabilities” and the long-term portion is presented separately as “Long-term lease liabilities” on our consolidated balance sheets.

We have elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. Variable lease payments associated with short-term leases are recognized and presented in the same manner as for all other leases.

The ROU assets for operating leases may be periodically reduced by impairment losses. We use the long-lived assets impairment guidance to determine whether an ROU asset is impaired and if so, the amount of the impairment loss to recognize. We monitor for events or changes in circumstances that require a reassessment of one of our leases. When a reassessment results in the remeasurement of a lease liability, an adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in our consolidated statements of operations.

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Notes to Consolidated Financial Statements

u.

v.

Acquisition of Park Assets

On May 22, 2018, we entered into an asset purchase agreement with Premier Parks, LLC and its affiliates to acquire the lease rights to operate five5 parks owned by EPR Properties, LLC (the "five"5 new parks"). We completed the transaction on June 1, 2018. In connection with the purchase agreement, we entered into operating leases with EPR Properties, LLC, under which we are the tenant. The five5 new parks were previously operated by Premier Parks, LLC of Oklahoma City and its affiliates. These acquisitions expanded our portfolio of parks in North America to twenty-five.NaN at the time of acquisition. The financial results of the five5 new parks since the acquisition date are included in our consolidated statements of operations. Assets acquired and liabilities assumed, consisting primarily of working capital, are reflected in our consolidated financial statements. We paid $19.1 million in cash to Premier Parks, LLC for the five5 new parks, which reflects the $23.0 million purchase price, less net working capital and other adjustments. We recorded $29.4 million of goodwill in connection with the acquisition, which is attributable to the excess of the purchase price over the net working capital liabilities we assumed.

w.

v.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued

On January 1, 2020, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"2016-13, Measurement of Credit Losses on Financial Instruments, (“Topic 326”). The amendments in ASU 2014-09 provide forstandard requires the immediate recognition of estimated credit losses expected to occur over the life of financial assets rather than the current incurred loss impairment model that recognizes losses when a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. In August 2015, the FASB issued Accounting Standards Update 2015-14, Revenue from Contracts with Customers - Deferral of the Effective Date ("ASU 2015-14"), to defer the effective date of ASU 2014-09 for one year. The new guidance became effective for annual and interim periods beginning after December 15, 2017 and replaced most existing revenue recognition guidance under U.S. GAAP. In March and April 2016, the FASB issued Accounting Standards Update No. 2016-08 and No. 2016-10, Revenue from Contracts with Customers (Topic 606)and Principal versus Agent Considerations and Identifying Performance Obligations and Licensing, respectively (together, "ASU 2016-08/10"). The amendments in ASU 2016-08/10 state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The effective date and transition requirements for the amendments in ASU 2016-08/10 are the same as the effective date and transition requirements in ASU 2015-14. ASU 2016 08/10 permits the use of either a retrospective or cumulative effect transition method, and early adoptionprobable threshold is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. On January 1, 2018, we adoptedmet. Topic 606 using the modified retrospective transition method applied to those contracts with customers which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under FASB ASC 605, Revenue Recognition ("Topic 605"). Refer to Note 3 for additional information.


In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15"). The amendments in ASU 2016-15 address eight classification issues related to the statement of cash flows:

debt repayment or debt extinguishment costs;
settlement of zero-coupon bonds;
contingent consideration payments made after a business combination;
proceeds from insurance claims;

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Notes to Consolidated Financial Statements

proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;
distribution received from equity method investees;
beneficial interests in securitization transactions; and
separately identifiable cash flows and application of the predominance principle.

On January 1, 2018, we adopted ASU 2016-15 using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not result in a material impact to the presentation of our condensed consolidated statement of cash flows.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The accounting effects of ASU 2016-18 did not result in a material impact to the presentation of our consolidated statement of cash flows.

In March 2017, the FASB issued Accounting Standards Update No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost ("ASU 2017-07"). The amendments in ASU 2017-07 require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments in ASU 2017-07 also require that an employer disaggregate the service cost component from the other components of net benefit cost. ASU 2017-07326 is effective for annual periods beginning after December 15, 2017,2019 and interim periods within those annual periods.fiscal years. Our adoption of Topic 326 did not have a material impact on our consolidated financial statements and related disclosures.

In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“Update 2020-04”), which provides optional expedients and exceptions for applying U.S. GAAP principles to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in ASU 2017-07 shouldUpdate 2020-04 apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected optional expedients for and that are retained through the end of the hedging relationship. The provisions in Update 2020-04 are effective upon issuance and can be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the consolidated statements of operations. On January 1, 2018, we adopted ASU 2017-07 using a retrospective transition method to each period presented. Accordingly, the service cost component of net periodic pension cost allocated to our park employees and corporate employees was included within "Operating expenses" and "Selling, general and administrative expenses," respectively, while the other cost components were included in "Other net periodic pension benefit" in the condensed consolidated statements of operations.


Certain prior year amounts in the consolidated statements of operations were reclassified to conform to current year presentation in connection with theprospectively through December 31, 2022. Our adoption of ASU 2017-07. For2020-04 did not have a material impact on our consolidated financial statements and related disclosures.

x.

Recent Accounting Pronouncements Not Yet Adopted

In December 2019, the years ended December 31, 2017 and 2016, the Company reclassified $2.7 million and $0.7 million, respectively, from "Operating expenses" to "Other net periodic pension benefit." This amount represents the non-service cost component of net periodic pension costs allocable to our park level employees. For the years ended December 31, 2017 and 2016, the Company reclassified $0.6 million and $1.2 million, respectively, from "Selling, general and administrative expenses" to "Other net periodic pension benefit". This amount represents the non-service cost component of net periodic pension costs allocable to our corporate employees. A nominal amount of non-service cost components remains in "Other (income) expense, net" and is not reclassified to "Other net periodic pension benefit." These amounts directly relate to certain other parks that we no longer operate but continue to service pension benefits for former employees of those parks.


In February 2018, the FASB issuedFinancial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“Update No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"2019-12”). The amendments, which removes certain exceptions for investments, intraperiod allocations and interim tax calculations and adds guidance to reduce complexity in ASU 2018-02 allow entities to reclassify from "Accumulated other comprehensive income" ("AOCI") to retained earnings "stranded" tax effects resulting from passage of the Tax Act. An entity that elects to reclassify these amounts must reclassify stranded tax effects related to the change in federal tax rateaccounting for all items accounted for in AOCI (e.g., employee benefits and cumulative translation adjustments). Entities may also elect to reclassify other stranded tax effects that relate to the Tax Act but do not directly relate to the change in the federal tax rate (e.g., state taxes). However, because the amendments only relate to the reclassification of the income tax effects of the Tax Act, the underlying guidance requiring the effect of a change in tax laws or rates to be included in income from operations is not affected. Upon adoption of ASU 2018-02, entities are required to disclose their policy for releasing the income tax effects from AOCI. ASU 2018-02taxes. Update 2019-12 is effective for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. Early2020, with early adoption is permitted. The various amendments in ASU 2018-02 may beUpdate 2019-12 are applied retrospectively to each period in whichon a retrospective basis, modified retrospective basis and prospective basis, depending on the effect of the Tax Act is recognized or an entity may elect to apply the amendmentsamendment. We are in the periodprocess of adoption. On January 1, 2018,evaluating the impact of this amendment on our consolidated financial statements; however, we elected to early adopt ASU 2018-02, and applied the amendments in the period of adoption. As a result, we r

57

SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

eclassified $9.4 million of "stranded" tax effects of the Tax Act from "Accumulated other comprehensive loss" to "Accumulated deficit" as of January 1, 2018.
w.Recent Accounting Pronouncements Not Yet Adopted
In May 2016, FASB issued ASU No. 2016-02, Leases, ("Topic 842"), which requires a lessee to recognize assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance (formerly capital) or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require all leases with an initial term greater than one year to be recognized on the balance sheet as a right-of-use asset and a lease liability. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is allowed. The standard provides for a transition method using a modified retrospective approach, which includes a number of optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842) Targeted Improvements, which allows lessees to recognize and measure leases at the beginning of the period of adoption without modifying the comparative period financial statements.
The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective method as of the period of adoption. The Company has elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows the Company to carryforward the historical lease classification. The Company has made an accounting policy election to keep leases with an initial term of 12 months or less off the balance sheet. The Company will recognize those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Related to adoption of the new standard, the Company has implemented internal controls and a lease accounting technology system to enable the preparation of financial statements.
The Company currently expects the most significant impact will be the recognition of ROU assets and lease liabilities for operating leases with original terms of over one year where the Company is the lessee. The Company estimates adoption of the new lease standard will result in recognition of ROU assets and lease liabilities of between $200 million and $230 million, as of January 1, 2019. The Company doesdo not expect a material impact on its consolidated statements of operations. The standard will not impact our debt covenant compliance under our current agreements.
3. Revenue
On January 1,impact.

In August 2018, we adopted Topic 606 usingFASB issued ASU 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the modified retrospective method applied to those contractsDisclosure Requirements for Defined Benefit Plans: (“Update 2018-14”), which were not completed as of January 1, 2018. Resultsmodifies the disclosure requirements for reportingemployers that sponsor defined benefit pension or other post-retirement plans. Update 2018-14 is effective for annual periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue2021, with early adoption permitted. Adoption is required to be reportedapplied on a retrospective basis to all periods presented. We are in accordance with our historic accounting under Topic 605.

We recorded a net reduction to our opening "Accumulated deficit"the process of $4.9 million, net of taxes of $1.3 million as of January 1, 2018, to recognizeevaluating the cumulative impact of adopting Topic 606, with the impact primarily relatedthis amendment on our consolidated financial statements; however, we do not expect a material impact.

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Notes to our international agreements revenue. During the year ended December 31, 2018 we recognized $0.9 million less revenue as a result of applying Topic 606.Consolidated Financial Statements

3.

Revenue

Revenue Recognition

Revenues are recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense.

In accordance with the new revenue standard disclosure requirements, the impact of adoption of Topic 606 on our condensed consolidated balance sheet as of December 31, 2018 was as follows:

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SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

(Amounts in thousands)Balance at December 31, 2018
Balance SheetAs Reported Balances Without Adoption Effect of Change Higher/(Lower)
Assets     
Accounts receivable, net$116,043
 $121,209
 $(5,166)
      
Liabilities     
Deferred revenue146,227
 148,183
 (1,956)
Deferred income taxes173,998
 172,502
 1,496
      
Stockholders' Deficit     
Accumulated deficit(1,611,334) (1,616,960) 5,626
Total stockholders' deficit(643,093) (648,719) 5,626
The impact of adoption of Topic 606 on our consolidated statements of operations for the year ended December 31, 2018 was as follows:
(Amounts in thousands)Year Ended December 31, 2018
Statement of OperationsAs Reported Balances Without Adoption Effect of Change Higher/(Lower)
Revenues     
Sponsorship, international agreements and accommodations$100,116
 $101,058
 $(942)
      
Costs and expenses     
Income tax expense95,855
 96,053
 (198)
      
Net income275,996
 276,740
 (744)

The following tables present our revenues disaggregated by contract duration for the years ended December 31, 2018, 20172020, 2019 and 2016,2018, respectively. Long-term and short-term contracts consist of our contracts with customers with terms greater than one year and less than or equal to one year, respectively. Sales and usage-based taxes are excluded from revenues.

Year Ended December 31, 2020

 

 

 

Sponsorship, 

 

 

Park Food, 

 

International 

 

Merchandise

 

Agreements and 

(Amounts in thousands)

    

Park Admissions

    

 and Other

    

Accommodations

    

Consolidated

Long-term contracts

$

28,627

$

2,431

$

20,762

$

51,820

Short-term contracts and other (a)

 

174,019

 

123,875

 

6,861

 

304,755

Total revenues

$

202,646

$

126,306

$

27,623

$

356,575

Year Ended December 31, 2019

 

 

 

Sponsorship, 

 

 

Park Food, 

 

International 

 

Merchandise

 

Agreements and 

(Amounts in thousands)

    

Park Admissions

    

 and Other

    

Accommodations

    

Consolidated

Long-term contracts

$

106,233

$

20,381

$

71,893

$

198,507

Short-term contracts and other (a)

 

709,549

 

554,059

 

25,468

 

1,289,076

Total revenues

$

815,782

$

574,440

$

97,361

$

1,487,583

Year Ended December 31, 2018

 

 

 

Sponsorship, 

 

 

Park Food, 

 

International 

 

Merchandise

 

Agreements and 

(Amounts in thousands)

    

Park Admissions

    

 and Other

    

Accommodations

    

Consolidated

Long-term contracts

$

115,612

$

25,383

$

71,589

$

212,584

Short-term contracts and other (a)

 

694,452

 

528,144

 

28,527

 

1,251,123

Total revenues

$

810,064

$

553,527

$

100,116

$

1,463,707

(Amounts in thousands)Year Ended December 31, 2018
 Park Admissions Park Food, Merchandise and Other Sponsorship, international agreements and accommodations Consolidated
Long-term contracts$115,612
 $25,383
 $71,589
 $212,584
Short-term contracts and other (a)694,452
 528,144
 28,527
 1,251,123
Total revenues$810,064
 $553,527
 $100,116
 $1,463,707
(a)Other revenues primarily include sales of single-use tickets and short-term transactional sales for which we have the right to invoice.
(Amounts in thousands)Year Ended December 31, 2017
 Park Admissions Park Food, Merchandise and Other Sponsorship, international agreements and accommodations Consolidated
Long-term contracts$109,943
 $20,498
 $57,934
 $188,375
Short-term contracts and other (a)631,332
 504,084
 35,283
 1,170,699
Total revenues$741,275
 $524,582
 $93,217
 $1,359,074
(Amounts in thousands)Year Ended December 31, 2016
 Park Admissions Park Food, Merchandise and Other Sponsorship, international agreements and accommodations Consolidated
Long-term contracts$88,594
 $12,610
 $53,670
 $154,874
Short-term contracts and other (a)626,819
 508,557
 29,148
 1,164,524
Total revenues$715,413
 $521,167
 $82,818
 $1,319,398
(a) Other revenues primarily include sales of single-use tickets and short-term transactional sales for which we have the right to invoice.

Long-term Contracts


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SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

Our long-term contracts consist of season passes withpurchased by customers in the year preceding the operating season to which they relate, sponsorship contracts and international agreements with third parties. Due to the COVID-19 pandemic, we have extended all 2020 season passes through the 2021 season. Due to the extension of term on the 2020 season passes, all 2020 season passes have a length greater than one year and are thus considered long-term contracts. We earn season pass revenue when our customers purchase a season pass for a fixed fee, which entitles the customer to visit our parks, including certain waterparks, throughout the duration of the parks'parks’ operating season. Current year season passes classified as long-term contracts are sold in the year preceding the operating season to which they relate. We earn sponsorship revenue from separately-priced contracts with third parties pursuant to which we sell and advertise the third party'sparty’s products within the parks in exchange for consideration. Advertisements may include, but are not limited to, banners, signs, radio ads, association with certain events, sponsorship of rides within our parks and retail promotions. We earn international agreements revenue pursuant to arrangements in which we assist in the development and management of Six Flags-branded parks outside of North America. Within our international agreements, we have identified three3 distinct performance obligations as brand licensing, project services and management services. We do

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Notes to Consolidated Financial Statements

not consider revenue recognized for the performance obligations related to our long-forminternational agreements to be significant, neither individually nor in the aggregate, to any period presented. In future filings, we will include such a statement in our revenue footnote, subject to modification as appropriate. Refer toSee Note 21 for additional information on our accounting for performance obligations inunder these contracts.

The transaction price for our long-term contracts is explicitly stated within the contracts. Our sponsorship contracts and international agreements may include estimated variable consideration such as penalties for delay in performance of contract terms, and certain volume-based discounts and rebates. There wereWe do not believe there will be significant changes to our estimates of variable consideration. Our brand licensing and management services performance obligationsagreements include royalty payments and management fees, respectively, based on gross sales from Six Flags-branded parks.parks once opened. We have elected to apply the sales-based royalty exemption to the brand licensing performance obligation, and accordingly, do not estimate revenue attributable to the gross sales-based royalty. We have also elected to apply the direct allocation exemption to the management services performance obligation, and accordingly, do not estimate revenue attributable to the gross sales basedsales-based management fee.

We recognize season pass revenue in "Park admissions" over the estimated redemption rate, as we believe this appropriately depicts the transfer of service to our customers. We estimate the redemption rate based on historical experience and other factors and assumptions that we believe to be customary and reasonable. We review the estimated redemption rate regularly, on an ongoing basis, and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in "Deferred revenue." We recognize sponsorship and international agreements revenue over the term of the agreements using the passage of time as a measure of complete satisfaction of the performance obligations in "Sponsorship, international agreements and accommodations." Amounts received for unsatisfied sponsorship and international agreements performance obligations are recognized in "Deferred revenue." As a result

At January 1, 2019, $100.8 million of the adoption of Topic 606, weunearned revenue associated with outstanding long-term contracts was reported in “Deferred revenue,” and $161.0 million was recognized an increase to "Sponsorship, international agreements and accommodations"as revenue previously recognized in prior periods of $0.9 millionfor long-term contracts during the year ended December 31, 2018, respectively.

2019. As of December 31, 2019, the total unearned amount of revenue for remaining long-term contract performance obligations was $85.1 million. At January 1, 2018, $111.62020, $85.1 million of unearned revenue associated with outstanding long-term contracts was reported in "Deferred revenue," and $109.7$51.2 million was recognized as revenue for long-term contracts during the year ended December 31, 2018.2020. As of December 31, 2018,2020, the total unearned amount of revenue for remaining long-term contract performance obligations was $100.8$77.6 million. As of December 31, 2018,2020, we expect to recognize estimated revenue for partially or wholly unsatisfied performance obligations on long-term contracts of approximately $167.4$96.8 million in 2019, $64.72021, $19.2 million in 2020, $48.62022, $9.2 million in 20212023 and $30.7$1.3 million in 20222024 and thereafter.

Short-term Contracts and Other

Our short-term contracts consist primarily of season passes and memberships with customers, certain sponsorship contracts and international agreements with third parties. We earn revenue from customer'sa customer’s purchase of our season pass and membership products, which entitles the customer to visit our parks, including certain waterparks, throughout the duration of the parks'parks’ operating season for a fixed fee. Some membership products include other benefits and discounts for our guests during their visits. We earn sponsorship and international agreements revenue from contracts with third parties, pursuant to which we sell and advertise the third party'sparty’s products within our parks on a short-term basis that generally coincides with our annual operating season, and pursuant to certain activities in connection with our international agreements. The transaction price for our short-term contracts is explicitly stated within the contracts.

We generally recognize revenue from short-term contracts over the passage of time, with the exception of season pass and membership revenues. We recognize season pass and membership revenues in "Park admissions" over the estimated redemption rate, as we believe this appropriately depicts the transfer of service to our customers. We estimate the redemption rate based on historical experience and other factors and assumptions we believe to be customary and reasonable. We review the estimated redemption rate regularly and on an ongoing basis and revise it as necessary throughout the year. Amounts received for multi-use admissions in excess of redemptions are recognized in "Deferred revenue". There was no change in the pattern of recognition for season pass and membership revenue during the year ended December 31, 2018 under Topic 606, as compared to historic accounting under Topic 605.revenue."


73

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements


Other revenues consist primarily of revenues from single-use tickets for entrance to our parks, in-park services (such as the sale of food and beverages, merchandise, games and attractions, standalone parking sales and other services inside our parks), accommodations revenue, and other miscellaneous products and services. Due to the short-term transactional nature of such purchases, we apply the practical expedient to recognize revenue for single-use ticket sales, in-park services, accommodations, and other miscellaneous services and goods for which we have the right to invoice.

Arrangements with Multiple Performance Obligations

Our

Certain contracts with customers, primarily memberships, may include bundled products with multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the observable retail prices charged to customers.

customers and use residual for any products not sold on a stand-alone basis. We generally expense (i) sales commissions when incurred, and (ii) certain costs to obtain a contract where the amortization period would have been one year or less. These costs are recognized in "Selling, general and administrative expenses." We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount for which we have the right to invoice for services performed. For certain of our contracts that have an original expected length of one year or less, we use the practical expedient applicable to such contracts and do not consider the time value of money.

Practical Expedients and Exemptions

We generally expense (i) sales commissions when incurred, and (ii) certain costs to obtain a contract where the amortization period would have been one year or less. These costs are recorded within Selling, general and administrative expenses.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount tofor which we have the right to invoice for services performed.

For certain of our contracts that have an original expected length of one year or less, we use the practical expedient applicable to such contracts and do not consider the time value of money.


4.

4.

Property and Equipment

As of December 31, 20182020, and 2017,2019, property and equipment was classified as follows:

 December 31,
(Amounts in thousands)2018 2017
Land$221,616
 $221,345
Land improvements251,295
 236,135
Buildings and improvements302,957
 295,124
Rides and attractions1,118,141
 1,059,720
Equipment and other310,669
 283,563
Property and equipment, at cost2,204,678
 2,095,887
Accumulated depreciation(950,996) (857,930)
Property and equipment, net$1,253,682
 $1,237,957

December 31,

(Amounts in thousands)

    

2020

    

2019

Land

$

219,453

$

221,616

Land improvements

 

274,089

 

264,417

Buildings and improvements

 

324,943

 

318,960

Rides and attractions

 

1,207,029

 

1,213,543

Equipment and other

 

383,176

 

326,747

Property and equipment, at cost

 

2,408,690

 

2,345,283

Accumulated depreciation

 

(1,157,403)

 

(1,061,287)

Property and equipment, net

$

1,251,287

$

1,283,996

5.

5.

Goodwill and Intangible Assets

We assess goodwill and intangible assets with indefinite lives for impairment annually during the fourth quarter or when an event occurs or circumstances change that would indicate potential impairment.

For the year ended December 31, 2018,2020, we performed a qualitative analysis of our goodwill and indefinite-lived intangible assets and noted no indicators of impairment. Through that analysis, we determined that it is not likely that the carrying value of goodwill and indefinite-lived intangible assets exceeded their respective fair values. As of each of December 31, 20182020 and 2017,2019, the carrying amount of goodwill was $659.6 million and $630.2 million, respectively. We paid $19.1 million in cashmillion.

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Notes to Premier Parks, LLC for the five new parks, which reflects the $23.0 million purchase price, less net working capital and other adjustments. We recorded $29.4 million of goodwill in connection with the acquisition, which is attributable to the excess of the purchase price over the net working capital liabilities we assumed. Consolidated Financial Statements

As of December 31, 20182020 and 2017,2019, intangible assets, net consisted of the following:


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SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

 As of December 31, 2018
(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 rights1.5 24,361
 (20,821) 3,540
Other42.9 1,726
 (312) 1,414
        
Total intangible assets, net  $370,162
 $(21,133) $349,029
 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 rights2.5 24,361
 (18,419) 5,942
Other30.0 2,735
 (1,165) 1,570
        
Total intangible assets, net  $371,171
 $(19,584) $351,587

 

As of December 31, 2020

    

Weighted-Average 

    

    

    

 

Remaining 

 

 

 

 

Amortization Period

Gross

Accumulated

Net

(Amounts in thousands, except years)

 

(Years)

Carrying Value

Amortization

Carrying Value

Indefinite-lived intangible assets:

 

  

 

  

 

  

Trade names, trademarks and other

 

  

$

344,075

$

$

344,075

Finite-lived intangible assets:

 

  

 

  

 

  

 

  

Third party licensing rights

 

5.5

 

361

 

(238)

 

123

Total intangible assets, net

 

  

$

344,436

$

(238)

$

344,198

 

As of December 31, 2019

    

Weighted-Average

    

    

    

 

 Remaining 

 

 

 

 

Amortization Period

Gross

Accumulated 

Net

(Amounts in thousands, except years)

 

(Years)

Carrying Value

Amortization

Carrying Value

Indefinite-lived intangible assets:

 

  

 

  

 

  

Trade names, trademarks and other

 

  

$

344,075

$

$

344,075

Finite-lived intangible assets:

 

  

 

  

 

  

 

  

Third party licensing rights

 

0.5

 

24,361

 

(23,224)

 

1,137

Other

 

 

 

 

Total intangible assets, net

 

  

$

368,436

$

(23,224)

$

345,212

Amortization expense related to finite-lived intangible assets totaled $2.4$1.0 million $2.5 millionduring the year ended December 31, 2020 and 2.6$2.4 million for the years ended December 31, 2018, 20172019 and 2016. respectively.2018. During the year we wrote off a fully amortized finite life intangible totaling $24.0 million. We expect that amortization expense on our existing intangible assets subject to amortization for the succeeding five years and thereafter will approximate the following:

(Amounts in thousands) 
For the year ending December 31: 
2019$2,437
20201,048
202157
202257
202357
2024 and thereafter1,298
 $4,954

(Amounts in thousands)

    

    

For the year ending December 31:

  

2021

$

22

2022

22

2023

22

2024

22

2025

22

2026 and thereafter

13

$

123

6.

6.

Noncontrolling Interests, Partnerships and Joint Ventures

Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent the non-affiliated parties'parties’ share of the assets of the Partnership Parks that are less than wholly-owned: SFOT, SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG.

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Notes to Consolidated Financial Statements

The following table presents a rollforward of redeemable noncontrolling interests in the Partnership Parks:


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SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

(Amounts in thousands)SFOT SFOG Total
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 units133
 8,582
 8,715
Net income attributable to noncontrolling interests19,701
 19,509
 39,210
Distributions to noncontrolling interests(19,701) (19,509) (39,210)
Balance at December 31, 2017227,593
 266,838
 494,431
Fresh start accounting fair market value adjustment for purchased units(80) 
 (80)
Purchases of redeemable units of SFOT(353) 
 (353)
Change in redemption value of partnership units16,596
 14,677
 31,273
Net income attributable to noncontrolling interests20,086
 19,921
 40,007
Distributions to noncontrolling interests(20,086) (19,921) (40,007)
Balance at December 31, 2018$243,756
 $281,515
 $525,271

(Amounts in thousands)

    

SFOT

    

SFOG

    

Total

Balance at December 31, 2018

$

243,756

$

281,515

$

525,271

Fresh start accounting fair market value adjustment for purchased units

(45)

0

(45)

Purchases of redeemable units

(217)

0

(217)

Change in redemption value of partnership units

3,250

999

4,249

Net income attributable to noncontrolling interests

20,452

20,301

40,753

Distributions to noncontrolling interests

(20,452)

(20,301)

(40,753)

Balance at December 31, 2019

246,744

282,514

529,258

Fresh start accounting fair market value adjustment for purchased units

(720)

(204)

(924)

Purchases of redeemable units

(3,440)

(1,536)

(4,976)

Change in redemption value of partnership units

11

7

18

Net income attributable to noncontrolling interests

20,634

20,654

41,288

Distributions to noncontrolling interests

(20,634)

(20,654)

(41,288)

Balance at December 31, 2020

$

242,595

$

280,781

$

523,376

See Note 1415 for a description of the partnership arrangements applicable to the Partnership Parks, the accounts of which are included in the accompanying consolidated financial statements. As of December 31, 2018,2020, the redemption value of the noncontrolling partnership units in SFOT and SFOG equaled the carrying values.

7.Long-Term Indebtedness
Credit Facility
On December 20, 2011,

7. Derivative Financial Instruments

In June 2019, we entered into the June 2019 Swap Agreements with an aggregate notional amount of $300.0 million to mitigate the risk of an increase in the LIBOR interest rate on the Second Amended and Restated Term Loan B. The term of the June 2019 Swap Agreements began in June 2019 and expires in June 2023. Upon execution, we designated and documented the June 2019 Swap Agreements as cash flow hedges. The June 2019 Swap Agreements serve as economic hedges and provide protection against rising interest rates.

In August 2019, we entered into the August 2019 Swap Agreements with an aggregate notional amount of $400.0 million to mitigate the risk of an increase in the LIBOR interest rate in effect on the Second Amended and Restated Term Loan B. The term of the August 2019 Swap Agreements began in August 2019 and expires in August 2024. Upon execution, we designated and documented the August 2019 Swap Agreements as cash flow hedges. The August 2019 Swap Agreements serve as economic hedges and provide protection against rising interest rates.

In March 2020, we executed a $1,135.0strategy commonly known as a “blend and extend” on $100.0 million of the June 2019 Swap Agreements that extended the length of one of the June 2019 Swap Agreements through April 2026. We extended the existing pay-fixed swap rate over a longer period than its original term at a lower interest rate, while maintaining the same overall value of the swap. The remaining $200.0 million of the June 2019 Swap Agreements did not change.

On April 22, 2020, we repaid $315.0 million of the Second Amended and Restated Term Loan B. In conjunction, the June 2019 Swap Agreements and the Modified June 2019 Swap Agreement were de-designated, since the hedged interest was no longer probable of occurring due to the repayment of the debt. As a result, $14.9 million was reclassified from accumulated other comprehensive loss to interest expense in the consolidated statement of operations. Consistent with company policy, we hold and issue derivative instruments for risk management purposes only and do not utilize derivative instruments for trading or speculative purposes. Accordingly, in April 2020 we entered into $300.0 million of notional amount counter-agreements (the “April 2020 Counter-agreements”) designed to economically offset the impact of the de-designated swap agreements.

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Notes to Consolidated Financial Statements

By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, we are exposed to credit agreement (the "2011risk and market risk. Credit Facility")risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with several lenders including Wells Fargo Bank National Association, as administrative agent, and related loan and security documentation agents. The 2011 Credit Facility was comprisedcounterparties that we believe pose minimal credit risk. Market risk is the adverse effect on the value of a 5-year $200.0financial instrument that results from a change in interest rates, commodity prices or currency exchange rates. We manage the market risk associated with derivative instruments by establishing and monitoring parameters that limit the types and degree of market risk that we may undertake. We hold and issue derivative instruments for risk management purposes only and do not utilize derivatives for trading or speculative purposes.

We record derivative instruments at fair value on our consolidated balance sheets. When in qualifying relationships, the gains and losses on cash flow designated derivatives are deferred in accumulated other comprehensive loss (“AOCL”) and are reclassified to interest expense when the forecasted transaction takes place. The fair value of derivatives that are not designated as hedging instruments are recorded directly to “interest expense”. Derivative assets and derivative liabilities that have maturity dates equal to or less than twelve months from the balance sheet date are included in prepaid expenses and other current assets and other accrued liabilities, respectively. Derivative assets and derivative liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively.

Our derivatives are measured on a recurring basis using Level 2 inputs and the income approach. The fair value measurements of our derivatives are based on quoted prices and other inputs that are observable.

Derivative assets recorded at fair value in our consolidated balance sheets as of December 31, 2020 and 2019, respectively, consisted of the following:

Derivative Assets

(Amounts in thousands)

December 31, 2020

    

December 31, 2019

Derivatives Designated as Cash Flow Hedges

Interest Rate Swap Agreements — Current

$

 

$

485

Interest Rate Swap Agreements — Noncurrent

1,440

Derivatives Not Designated as Hedging Instruments

Interest Rate Swap Agreements - Current

 

877

 

Interest Rate Swap Agreements - Noncurrent

585

$

1,462

 

$

1,925

Derivative liabilities recorded at fair value in our consolidated balance sheets as of December 31, 2020 and December 31, 2019, respectively, consisted of the following:

Derivative Liabilities

(Amounts in thousands)

December 31, 2020

    

December 31, 2019

Derivatives Designated as Cash Flow Hedges

Interest Rate Swap Agreements — Current

$

(5,251)

 

$

(788)

Interest Rate Swap Agreements — Noncurrent

(11,633)

(2,667)

Derivatives Not Designated as Hedging Instruments

Interest Rate Swap Agreements - Current

 

(4,875)

 

Interest Rate Swap Agreements - Noncurrent

(9,032)

$

(30,791)

 

$

(3,455)

Losses before taxes on derivatives not designated as a cash flow hedge of $0.6 million were presented in “Interest expense” in the consolidated statement of operations for the year ended December 31, 2020.

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Notes to Consolidated Financial Statements

Gains and losses before taxes on derivatives designated as hedging instruments were presented in “Interest expense” in the consolidated statement of operations for the years ended December 31, 2020, 2019 and 2018 were as follows:

Loss

Loss Reclassified from

Recognized in AOCL

AOCL into Operations

(Amounts in thousands)

    

2020

    

2019

    

2018

    

2020

    

2019

    

2018

Interest Rate Swap Agreements

$

(33,902)

$

(484)

 

$

 

$

(3,685)

$

1,046

 

$

Total

 

$

(33,902)

$

(484)

 

$

 

$

(3,685)

$

1,046

 

$

As of December 31, 2020, we expect to reclassify net losses of $5.3 million, currently recorded in AOCL, into “Interest expense, net” within the next twelve months. However, the actual amount reclassified could vary due to future changes in the fair value of these derivatives.

During the year ended December 31, 2020, we recognized in AOCL a loss of $33.9 million related to our swap agreements. This loss was caused by a decrease in both current interest rates, the interest rate forward curve and the expectation of future payment by us to our hedging counterparties based on current assumptions of the market. Upon de-designation of the June 2019 Swap Agreements and the Modified June 2019 Swap Agreement, we reclassified $14.9 million from accumulated other comprehensive loss to interest expense in the consolidated statement of operations.

8.

Long-Term Indebtedness

Credit Facility

As part of our ongoing operations, we periodically refinance our existing credit facility. As of December 31, 2020, our credit facility consisted of a $481.0 million revolving credit loan facility (the "Revolving Loan"), a 5-year $75.0 million Tranche A Term Loan facility ("Term Loan A"“Second Amended and Restated Revolving Loan”) and a 7-year $860.0$479.0 million Tranche B Term Loan facility ("(the “Second Amended and Restated Term Loan B"B”) pursuant to the amended and together with the Term Loan A, the "Term Loans"). In certain circumstances, the Term Loan B could be increased by $300.0 million. The proceeds from the $935.0 million Term Loans were used, along with $15.0 million of existing cash, to retire the $950.0 million senior term loan from the prior facility. Interest on the 2011 Credit Facility accrued based on pricing rates corresponding with the senior secured leverage ratios of Six Flags Theme Parks Inc. ("SFTP") as set forth in therestated credit agreement.

On December 21, 2012,facility that we entered into an amendment to the 2011 Credit Facilityin 2019 (the "2012 Credit Facility Amendment") that among other things, permitted us to (i) issue $800.0 million of senior unsecured notes (see 2021 Notes below), (ii) use $350.0 million of the proceeds of the senior unsecured notes to repay the $72.2 million that was outstanding under the Term Loan A and $277.8 million of the outstanding balance of the Term Loan B, (iii) use the remaining $450.0 million of proceeds for share repurchases and other corporate matters and (iv) reduce the interest rate payable on the Term Loan B by 25 basis points.
On December 23, 2013, we entered into an amendment to the 2011 Credit Facility (the "2013 Credit Facility Amendment") that reduced the overall borrowing rate on the Term Loan B by 50 basis points through (i) a 25 basis point reduction in the applicable margin from LIBOR plus 3.00% to LIBOR plus 2.75% and (ii) a 25 basis point reduction in the minimum LIBOR rate from 1.00% to 0.75%. Additionally, the 2013 Credit Facility Amendment permitted us to use up to $200.0 million of our excess cash on hand, over time, for general corporate purposes, including potential share repurchases.
On June 30, 2015, we amended and restated the 2011 Credit Facility (as amended by the 2012 Credit Facility Amendment and the 2013 Credit Facility Amendment, the "Amended and Restated Credit Facility"). The“Second Amended and Restated Credit Facility is comprisedFacility”). Our prior credit facility (as previously amended as described below, the “2015 Credit Facility”) consisted of a $250.0 million revolving credit loan facility (the "Amended and Restated“2015 Revolving Loan"Loan”) and a $700.0 million Tranche B Term Loan facility (the "Amended“2015 Term Loan B”) and was amended and restated in conjunction with the Second Amended and Restated Term Loan B")Credit Facility.

On April 17, 2019, we amended and restated the 2015 Credit Facility (as previously amended). Additionally, theThe Second Amended and Restated Credit Facility increasedwas comprised of the additional flexibility under$350.0 million Second Amended and Restated Revolving Loan and the $800.0 million Second Amended and Restated Term Loan B to $350.0 million.B. In connection with entering into the Second Amended and Restated Credit Facility, we repaid the amounts outstanding on the 2015 Revolving Loan and the outstanding 2015 Term Loan B.B and we recognized a loss on debt extinguishment of $6.2 million. The remaining proceeds from the Second Amended and Restated Credit Facility were used for share repurchases andgeneral corporate purposes, including payment of refinancing fees.


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Notes to Consolidated Financial Statements

On June 16, 2016, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.75% to LIBOR plus 2.50%. We capitalized $1.0$8.9 million of debt issuance costs directly associated with the issuance of this amendment. Additionally, we used $150.0 million of the proceeds from the issuance of the 2024 Notes discussed below to reduce our borrowings under theSecond Amended and Restated Term Loan B and recognized a loss on debt extinguishment of $2.4 million. The paydown of borrowings under the Amended and Restated Term Loan B eliminated any required quarterly amortization payments thereunder until its final maturity on June 30, 2022.
Credit Facility.

On December 20, 2016,October 18, 2019, we entered into an amendment to the Second Amended and Restated Credit Facility, thatwhich reduced the overall borrowing rate on the Second Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.50% to LIBOR plus 2.25%, with the elimination of the minimum LIBOR rate requirement. We capitalized a nominal amount of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of $0.5 million.

On June 21, 2017, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction in the applicable margin from LIBOR plus 2.25% to LIBOR plus 2.00%. We capitalized $0.5 million of debt issuance costs directly associated with the issuance of this amendment and recognized a loss on debt extinguishment of 0.2 million.
On March 26, 2018, we entered into an amendment to the Amended and Restated Credit Facility that reduced the overall borrowing rate on the Amended and Restated Term Loan B by 25 basis points through a reduction inreducing the applicable margin from LIBOR plus 2.00% to LIBOR plus 1.75%. Excluding the cost to execute the transaction, the lower borrowing rate reduced interest expense by approximately $2.0 million annually. We capitalized $0.5recognized a loss on debt extinguishment of $0.3 million related to the transaction.

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

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Notes to Consolidated Financial Statements

On April 15, 2020, we received sufficient consents from the continuing lenders under the Second Amended and Restated Credit Facility (the “Credit Agreement Amendment”) substantially concurrently with the closing of the $725 million 2025 Notes discussed below to, among other things, (i) permit the issuance of this amendment.

the 2025 Notes, including specifically, permitting the 2025 Notes to mature inside the Second Amended and Restated Term Loan B, (ii) suspend the testing of the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Credit Facility through the end of 2020, (iii) re-establish the financial maintenance covenant thereafter (provided that for the first, second, and third quarters in 2021 that such covenant is tested, we will be permitted to use the quarterly Borrower Consolidated Adjusted EBITDA (as defined in the Second Amended and Restated Credit Facility) from the second, third and fourth quarters of 2019 in lieu of the actual Borrower Consolidated Adjusted EBITDA for the corresponding quarters of 2020) and (iv) add a minimum liquidity covenant that will apply from the date of the Credit Agreement Amendment through December 31, 2021. The Credit Agreement Amendment became effective on April 22, 2020, after giving effect to the repayment of a portion of the Second Amended and Restated Term Loan B with a portion of the proceeds from the 2025 Notes.

On April 18, 2018,22, 2020, SFTP completed the private sale of $725.0 million in aggregate principal amount of 7.00% senior secured notes due 2025 (discussed below). The net proceeds from this offering were used to repay the outstanding balance of the Second Amended and Restated Revolving Loan and $315.0 million of the Second Amended and Restated Term Loan B and for general corporate and working capital purposes, including expenses relating to the offering. We recognized a loss on debt extinguishment of $5.1 million related to the transaction.

On August 26, 2020, we entered into an amendment to the Second Amended and Restated Credit Facility that increased ourwhich, among other things, (i) extended the previously effectuated suspension of the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Term Loan B borrowings by $39.0 million. We capitalized $0.3 millionCredit Facility through the end of debt issuance costs directly associated2021, (ii) re-established the senior secured leverage ratio financial maintenance covenant thereafter (provided that for each quarter in 2022 (other than the fourth quarter) that the financial maintenance covenant is tested, SFTP will be permitted to use its quarterly Borrower Consolidated Adjusted EBITDA (as defined in the credit agreement governing the Second Amended and Restated Credit Facility) from the second, third, and fourth quarters of 2019 in lieu of the actual Borrower Consolidated Adjusted EBITDA for the corresponding quarters of 2021), (iii) reduced the commitment fee on the revolving credit facility, and (iv) extended the minimum liquidity covenant that will apply through December 31, 2022. The extension of the modifications to the financial covenant and other provisions in the Second Amended and Restated Credit Facility pursuant to this amendment will be in effect from the date of the amendment until the earlier of the delivery of the compliance certificate for the fourth quarter of 2022 and the date on which SFTP, in its sole discretion, elects to calculate its compliance with the issuance of this amendment. The proceedsfinancial maintenance covenant by using its actual Borrower Consolidated Adjusted EBITDA instead of the additional borrowings were used for general corporate purposes, including share repurchases.

As2019 figures as outlined above. In addition, all of December 31, 2018, $43.0SFTP’s existing incremental revolving credit lenders agreed to extend the incremental $131 million underrevolving credit commitments to the Second Amended and Restated Revolving Loan wasby one year to December 31, 2022.

As of December 31, 2020 and 2019, 0 amounts were outstanding under the Second Amended and Restated Revolving Loan (excluding amounts reserved for letters of credit in the amount of $18.1 million). As of December 31, 2017, no amounts under the Amended$21.0 million and Restated Revolving Loan were outstanding (excluding amounts reserved for letters of credit in the amount of $18.7 million)$20.8 million, respectively). Interest on the Second Amended and Restated Revolving Loan accrues at an annual rate of LIBOR plus an applicable margin with an unused commitment fee based on our senior secured leverage ratio. As of December 31, 2018 and 2017,2020, the Second Amended and Restated Revolving Loan unused commitment fee was 0.375%0.30%. The principal amount of the Second Amended and Restated Revolving Loan is due and payable on June 30, 2020.

April 17, 2024.

As of December 31, 20182020 and 2017, $583.82019, $479.0 million and $544.8$796.0 million, respectively, was outstanding under the Second Amended and Restated Term Loan B. Interest on the Second Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus an applicable margin, based on our consolidated leverage ratio. In April 2014,June 2019, we entered into the Interest RateJune 2019 Swap Agreements with a notional amount of $200.0 million to mitigate the risk of an increase in the LIBOR interest rate abovein effect on the 0.75% minimumSecond Amended and Restated Term Loan B. In August 2019, we entered into the August 2019 Swap Agreements to further mitigate the risk of an increase in the LIBOR interest rate in effect on the Term Loan B. The Interest Rate Swap Agreements continued to mitigate an increase in the LIBOR rate in effect on theSecond Amended and Restated Term Loan B through December 2017.B. See Note 7 for further discussion of interest rate swaps. As of December 31, 20182020 and 2017,2019, the applicable interest rate on the Second Amended and Restated Term Loan B was 4.26%3.01% and 3.36%3.48%, respectively. Beginning on September 30, 2015, the Amended and Restated Term Loan B became payable in equal quarterly installments of $1.8 million, but the $150.0 million prepayment with proceeds from the 2024 Notes discussed below was applied to the quarterly amortization payments and eliminated the future quarterly amortization payments until maturity. All remaining outstanding principal of the Second Amended and Restated Term Loan B is due and payable on June 30, 2022.April 17, 2026.

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Notes to Consolidated Financial Statements

Amounts outstanding under the Second Amended and Restated Credit Facility are guaranteed by Holdings, Six Flags Operations Inc. ("SFO") and certain of the domestic subsidiaries of SFTP (collectively, the "Loan Parties"). The Second Amended and Restated Credit Facility is secured by a first priority security interest in substantially all of the assets of the Loan Parties. The Second Amended and Restated Credit Facility agreement contains certain representations, warranties, affirmative covenants and financial covenants (specifically, (i) a minimum interest coverage covenant and (ii) a maximum senior secured net leverage maintenance covenant). In addition, the Second Amended and Restated Credit Facility agreement contains restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the incurrence of indebtedness and liens, fundamental changes, restricted payments, capital expenditures, investments, prepayments of certain indebtedness, transactions with affiliates, changes in fiscal periods, modifications of certain documents, activities of the Company and SFO and hedging agreements, subject, in each case, to certain carve-outs.


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SIX FLAGS ENTERTAINMENT CORPORATION

2024 Notes, to Consolidated Financial Statements


2021 Notes, 20242025 Notes and 2027 Notes
On December 21, 2012, Holdings issued $800.0 million of 5.25% senior unsecured notes due January 15, 2021 (the "2021 Notes"). The proceeds from the 2021 Notes were used to repay the $72.2 million that was outstanding under the Term Loan A and to repay $277.8 million of the outstanding balance of the Term Loan B. The remaining proceeds were used for share repurchases. Interest payments of $21.0 million were due semi-annually on January 15 and July 15 (except in 2013 when we only made one interest payment of $22.3 million on July 15).

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024 (the "2024 Notes"). We capitalized $4.7 million of debt issuance costs directly associated with the issuance of the 2024 Notes. We used approximately $150.0 million of the proceeds from the issuance of the 2024 Notes to reduce our borrowings under the Amended and Restated2015 Term Loan B. We used the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which primarily included repurchases of our common stock.

On April 13, 2017, weHoldings issued an additional $700.0 million of 4.875% Senior Notes due July 31, 2024 (the "2024 Notes Add-on"). We capitalized $3.9 million of debt issuance costs directly associated with the issuance of the 2024 Notes Add-on. Interest payments of $24.4 million for the 2024 Notes and the 2024 Notes Add-on are due semi-annually on January 31 and July 31 of each year, with the exception of the first payment for the 2024 Notes on January 31, 2017, which was $9.1 million.

On April 13, 2017, weHoldings issued $500.0 million of 5.500%5.50% Senior Notes due April 15, 2027 (the "2027 Notes"). We capitalized $2.6 million of debt issuance costs directly associated with the issuance of the 2027 Notes.

During March of 2020, we prepaid $50.5 million of the outstanding 2024 Notes principal, reducing the outstanding amount to $949.5 million. We recognized a loss on debt extinguishment of $1.0 million. Interest payments of $13.8$23.1 million for the 2024 Notes and the 2024 Notes Add-on are due semi-annually on January 31 and July 31 of each year.

On April 22, 2020, SFTP completed the private sale of $725.0 million in aggregate principal amount of 7.00% senior secured notes due 2025 (the “2025 Notes”). The net proceeds from this offering were used to repay the outstanding balance of the Second Amended and Restated Revolving Loan and $315.0 million of the Second Amended and Restated Term Loan B and for general corporate and working capital purposes, including expenses relating to the offering. In conjunction with the $315.0 million repayment of the Second Amended and Restated Term Loan B, certain of our hedging instruments that were entered into to mitigate the risk of an increase in the LIBOR interest rate and which are discussed in Note 7, Derivative Financial Instruments, were de-designated. Consistent with policy, we hold and issue derivative instruments for risk management purposes only and do not utilize derivative instruments for trading or speculative purposes. Accordingly, in April 2020 we entered into counter-agreements designed to economically offset the impact of the de-designated swap agreements. Interest payments of $25.4 million are due semi-annually on April 15January 1 and October 15July 1 of each year, with the exception of January 1, 2021, which included the first payment on October 15, 2017, which was $13.9interest from April 22, 2020 through July 1, 2020 and totaled $35.1 million.

A portion of the net proceeds from the issuance of the 2024 Notes Add-on and 2027 Notes was used to redeem all of the outstanding 2021 Notes and to satisfy and discharge the indenture governing the 2021 Notes, including to pay the accrued and unpaid interest to the redemption date, the related redemption premium on the 2021 Notes, and related fees and expenses. The remaining net proceeds were used for general corporate and working capital purposes, which primarily included repurchases of our common stock. In connection with the redemption of all of the outstanding 2021 Notes, in the second quarter of 2017 we recognized a loss on debt extinguishment of $36.9 million.

The 2024 Notes, the 2024 Notes Add-on, 2025 Notes and the 2027 Notes are guaranteed by the Loan Parties. The 2024 Notes, the 2024 Notes Add-on, 2025 Notes and the 2027 Notes contain restrictive covenants that, subject to certain exceptions, limit or restrict, among other things, the ability of the Loan Parties to incur additional indebtedness, create liens, engage in mergers, consolidations and other fundamental changes, make investments, engage in transactions with affiliates, pay dividends and repurchase capital stock. The 2024 Notes, the 2024 Notes Add-on, 2025 Notes and the 2027 Notes contain certain events of default, including payment defaults, breaches of covenants and representations, cross defaults to other material indebtedness, judgment, and changes of control and bankruptcy events of default.

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Notes to Consolidated Financial Statements

Total Indebtedness Summary

As of December 31, 20182020 and 2017,2019, total debt consisted of the following:

 December 31,
(Amounts in thousands)2018 2017
Amended and Restated Term Loan B$583,750
 $544,750
2027 Notes500,000
 500,000
2024 Notes1,000,000
 1,000,000
Amended and Restated Revolving Loan43,000
 
Net discount(6,792) (8,137)
Deferred financing costs(13,446) (15,435)
Total debt2,106,512
 2,021,178
Less current portion43,000
 
Total long-term debt$2,063,512
 $2,021,178

 

As of

(Amounts in thousands)

    

December 31, 2020

    

December 31, 2019

Second Amended and Restated Term Loan B

    

$

479,000

    

$

796,000

2024 Notes

 

949,490

 

1,000,000

2025 Notes

725,000

2027 Notes

 

500,000

 

500,000

Net discount

 

(4,357)

 

(6,535)

Deferred financing costs

 

(26,492)

 

(14,581)

Total debt

$

2,622,641

$

2,274,884

Less current portion of long-term debt

 

 

(8,000)

Total long-term debt

$

2,622,641

$

2,266,884

As of December 31, 2018,2020, annual maturities of long-term debt, assuming no acceleration of maturities, were as follows:


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Notes to Consolidated Financial Statements

(Amounts in thousands) 
For the year ending December 31: 
2019$
202043,000
2021
2022583,750
2023
2024 and thereafter1,500,000
 $2,126,750

(Amounts in thousands)

    

    

For the year ending December 31:

  

2021

2022

2023

2024

949,490

2025

725,000

2026 and thereafter

979,000

$

2,653,490

Fair-Value of Long-Term Indebtedness


As of December 31, 20182020 and December 31, 2017,2019, the fair value of our long-term debt was $2,012.4$2,693.3 million and $2,057.1$2,348.9 million, respectively. The measurement of the fair value of long-term debt is based on market prices that are generally observable for similar liabilities at commonly quoted intervals and is considered a Level 2 fair value measurement.


9.

8.

Selling, General and Administrative Expenses

Selling, general and administrative expenses comprised the following for the years ended December 31, 2018, 20172020, 2019 and 2016:

 Year Ended December 31,
(Amounts in thousands)2018 2017 2016
Park$129,335
 $129,090
 $124,019
Corporate2,833
 29,980
 168,986
Total selling, general and administrative expenses$132,168
 $159,070
 $293,005
2018:

 

Year Ended December 31, 

(Amounts in thousands)

    

2020

    

2019

    

2018

Park

$

80,027

$

131,619

$

129,335

Corporate

 

67,268

 

67,575

 

2,833

Total selling, general and administrative expenses

$

147,295

$

199,194

$

132,168

Corporate, selling, general and administrative expense includes stock-based compensation of $19.5 million and $13.3 million for the years ended December 31, 2020 and 2019, respectively, and a reversal of stock-based compensation expense of $46.7 million and $22.7 million for the years ended December 31, 2018 and 2017, respectively, and stock-based compensation expense of $116.3 million for the year ended December 31, 2016.2018.

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Notes to Consolidated Financial Statements

10.

9.

Stock Benefit Plans

Pursuant to the Long-Term Incentive Plan, Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalents to select employees, officers, directors and consultants of Holdings and its affiliates. In May 2017, our stockholders approved amendments to the Long-Term Incentive Plan that increased the number of shares available for issuance under the Long-Term Incentive Plan by 4,000,000 shares.

During the years ended December 31, 2018, 2017,2020, 2019 and 20162018 we recognized stock-based compensation expense related to the Long-Term Incentive Plan, excluding of amounts related to our 2017 Performance Award (as defined below), of $19.1 million, $13.0 million and $15.5 million, $16.9 million and $13.6 million, respectively.

As of December 31, 2018,2020, options to purchase approximately 5,380,0004,797,000 shares of common stock of Holdings and approximately 16,0001,581,000 shares of restricted stock or restricted stock units were outstanding under the Long-Term Incentive Plan and approximately 5,086,0004,375,000 shares were available for future grant.

Stock Options

Options granted under the Long-Term Incentive Plan are designated as either incentive stock options or non-qualified stock options. Options are generally granted with an exercise price equal to the fair market value of the common stock of Holdings on the date of grant. While certain stock options are subject to acceleration in connection with a change in control, options are generally cumulatively exercisable in four equal annual installments commencing one year after the date of grant with a ten-year term. Generally, the unvested portion of stock option awards is forfeited upon termination of employment. Stock option compensation is recognized over the vesting period using the graded vesting terms of the respective grant.

The estimated fair value of the majority of our options granted was calculated using the Black-Scholes option pricing valuation model. This model takes into account several factors and assumptions. The risk-free interest rate is based on the yield


66

SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

on United States Treasury zero-coupon issues with a remaining term equal to the expected term assumption at the time of grant. We have sufficient historical data to develop an expected term assumption and we calculated the expected term using a mid-point scenario with a one-year grant date filter to exclude grants for which vesting could not have yet occurred. Expected volatility is based three-fourthsthree-fourths on the term-matching historical volatility of our stock and one-fourthone-fourth on the weighted-average implied volatility based on forward-looking pricing data on exchange-traded options for our stock. The expected dividend yield is based on our current quarterly dividend and a three-month average stock price. The fair value of stock options on the date of grant is expensed on a straight line basis over the requisite service period of the graded vesting term as if the award was, in substance, multiple awards.

The following weighted-average assumptions were utilized in the Black-Scholes model to value the stock options granted during the years ended December 31, 2018, 20172020, 2019 and 2016:2018:

 

December 31, 2020

 

December 31, 2019

 

December 31, 2018

 

CEO

 

Employees

 

CEO

 

Employees

 

CEO

 

Employees

Risk-free interest rate

    

1.60

%  

1.59

%  

1.42

%  

2.52

%  

2.67

%

Expected life (in years)

 

 

3.67

 

3.67

 

3.67

 

3.85

 

3.68

Expected volatility

 

28.38

%  

28.62

%  

26.96

%  

23.20

%  

22.51

%

Expected dividend yield

 

7.18

%  

6.47

%  

6.12

%  

4.67

%  

4.54

%

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

 December 31, 2018 December 31, 2017 December 31, 2016
 CEO Employees CEO Employees CEO Employees
Risk-free interest rate2.52% 2.67% 1.64% 1.56% 1.05% 1.00%
Expected life (in years)3.85
 3.68
 3.85
 3.85
 3.85
 3.85
Expected volatility23.20% 22.51% 21.89% 22.70% 24.30% 23.17%
Expected dividend yield4.67% 4.54% 4.22% 4.42% 4.47% 4.15%

The following table summarizes stock option activity for the year ended December 31, 2018:

(Amounts in thousands, expect per share data)Shares 
Weighted Avg. Exercise Price
($)
 Weighted Avg. Remaining Contractual Term 
Aggregate Intrinsic Value
($)
Balance at December 31, 20175,185
 $43.78
    
Granted1,451
 $65.71
    
Exercised(1,094) $38.08
    
Canceled or exchanged(4) $44.39
    
Forfeited(158) $52.46
    
Expired
 $
    
Balance at December 31, 20185,380
 $50.60
 7.47 $43,141
Vested and expected to vest at December 31, 20185,140
 $50.16
 7.40 $42,780
Options exercisable at December 31, 20182,035
 $37.88
 5.51 $36,413
2020:

    

    

Weighted Avg.

Weighted Avg.    

    

Exercise Price

Remaining

Aggregate

Per Share

Contractual

Intrinsic Value

(Amounts in thousands, expect per share and term data)

Shares

($)

Term

($)

Balance at December 31, 2019

6,408

$

52.42

  

  

Granted

9

$

44.73

  

  

Exercised

(127)

$

17.64

  

  

Canceled or exchanged

(1,061)

$

53.50

  

  

Forfeited

(432)

$

59.85

  

  

Expired

0

$

0

  

  

Balance at December 31, 2020

4,797

$

52.42

6.27

$

2,569

Vested and expected to vest at December 31, 2020

4,679

$

52.23

6.22

$

2,569

Options exercisable at December 31, 2020

2,993

$

49.30

5.08

$

2,569

The following table presents the weighted average grant date fair value per share of the options granted, the total intrinsic value of options exercised, the total fair value of options that have vested, and the total cash received from the exercise of stock options during the years ended December 31, 2018, 20172020, 2019 and 2016:

 Year Ended December 31,
(Amounts in thousands, expect per share data)2018 2017 2016
Weighted average grant date fair value of options granted$8.01
 $6.26
 $5.84
Total intrinsic value of options exercised$31,822
 $52,955
 $37,847
Total fair value of options that have vested$8,446
 $8,436
 $10,701
Total cash received from the exercise of stock options$41,658
 $60,583
 $34,680
2018:

 

Year Ended December 31, 

(Amounts in thousands, expect per share data)

    

2020

    

2019

    

2018

Weighted average grant date fair value per share of options granted

$

4.85

$

6.38

$

8.01

Total intrinsic value of options exercised

$

1,275

$

7,130

$

31,822

Total fair value of vested options

$

7,369

$

10,253

$

8,446

Total cash received from the exercise of stock options

$

2,235

$

17,495

$

41,658

As of December 31, 2018,2020, there was $13.5$5.6 million of unrecognized compensation expense related to option awards. The weighted-average period over which that cost is expected to be recognized is 3.122.43 years.

Stock, Restricted Stock and Restricted Stock Units

Stock, restricted stock and restricted stock units granted under the Long-Term Incentive Plan may be subject to transfer and other restrictions as determined by the compensation committee of Holdings'Holdings’ Board of Directors. Generally, the unvested portion of restricted stock and restricted stock unit awards is forfeited upon termination of employment. The fair value of stock, restricted stock and restricted stock unit awards on the date of grant is expensed on a straight linestraight-line basis over the requisite service period of the graded vesting term as if the award was, in substance, multiple awards.

During the year ended December 31, 2014, a performance award was established based on our goal to achieve Modified EBITDA of $600 million by 2017 (the "2017 Performance Award"). "Modified EBITDA” is defined as the Company’sour consolidated income from continuing operations: excluding the cumulative effect of changes in accounting principles; discontinued operations gains or losses; income tax expense or benefit; restructure costs or recoveries; reorganization items


67

SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

(net); other income or expense; gain or loss on early extinguishment of debt; equity in income or loss of investees; interest expense (net); gain or loss on disposal of assets; gain or loss on the sale of investees; amortization; depreciation; stock-based compensation; and fresh start accounting valuation adjustments. As of December 31, 2018, weWe did not reach late achievement ofachieve the 2017 Performance Award goal and thus all previously recognized stock-based compensation associated with this award was reversed.

During the year ended December 31, 2016, an additionala performance award was established based on our aspirational goal to achieve Modified EBITDA of $750 million by 2020 (the "2020 Performance Award"). The aggregate payout under the performance award to key employees if the target iswas achieved in 2020 would behave been 1,025,000 shares plus associated DERs but could be more or less depending on the level of achievement and the timing thereof. There has been no stock-based compensation expense recorded for this performance award because it is not deemed probable that we will achieve the specified performance targets as of December 31, 2018. Based on the closing market price of Holdings' common stock on the last trading day of the quarter ended December 31, 2018, the total unrecognized compensation expense related to this award at target achievement in 2020 is $63.2 million that will be expensed over the service period if it becomes probable of achieving the performance condition.Dividend Equivalent Rights (“DERs”). The required growth rate, combined with the uncertainty of the timing of our international agreements revenue over the next few years has led us to revisit our medium-term outlook and conclude that on time achievement of the 2020 Performance Award is highly unlikely. We are now strivingwas not achieved in 2020 and we believe that achievement in 2021, which provides for late achievementissuance of one-half of the target in 2021, with modest growth likely in 2019award, is highly unlikely and accelerating thereafter. We will continuethus 0 expense has been recognized.

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Notes to evaluate the probability of achieving the performance condition going forward and record the appropriate expense if necessaryConsolidated Financial Statements

The following table summarizes stock, restricted stock and restricted stock unit activity for the year ended December 31, 2018:

(Amounts in thousands, except per share amounts)
Shares 
Weighted Average Grant Date Fair Value Per Share
($)
Non-vested balance at December 31, 201712
 $61.74
Granted65
 $63.80
Vested(61) $63.42
Forfeited
 $
Canceled
 $
Non-vested balance at December 31, 201816
 $63.69
2020:

    

    

Weighted 

Average Grant 

Date Fair Value

 Per Share

(Amounts in thousands, except per share amounts)

Shares

($)

Non-vested balance at December 31, 2019

62

$

48.29

Granted

1,569

$

18.86

Vested

(50)

$

40.19

Forfeited

(121)

$

19.01

Canceled

0

$

0

Non-vested balance at December 31, 2020

1,460

$

19.37

The following table presents the weighted average grant date fair value per share of stock awards granted, the total grant date fair value of stock awards granted, and the total fair value of stock awards that have vested during the years ended December 31, 2018, 20172020, 2019 and 2016:

 Year Ended December 31,
(Amounts in thousands, expect per share data)2018 2017 2016
Weighted average grant date fair value of stock awards granted$63.80
 $61.74
 $51.46
Total grant date fair value of stock awards granted$4,185
 $750
 $68,207
Total fair value of stock awards that have vested$3,888
 $560
 $68,341
2018:

 

Year Ended December 31, 

(Amounts in thousands, expect per share data)

    

2020

    

2019

    

2018

Weighted average grant date fair value per share of stock awards granted

$

18.86

$

48.29

$

63.80

Total grant date fair value of stock awards granted

$

29,597

$

3,007

$

4,185

Total fair value of vested stock awards

$

2,011

$

1,027

$

3,888

There was $0.3$17.6 million of total unrecognized stock-based compensation expense related to stock, restricted stock and restricted stock units as of December 31, 20182020, that is expected to be recognized over a weighted-average period of 0.332.36 years.

Deferred Share Units

Non-employee directors can elect to receive the value of their annual cash retainer as a deferred share unit award ("DSU") under the Long-Term Incentive Plan whereby the non-employee director is granted DSUs in an amount equal to such director'sdirector’s annual cash retainer divided by the closing price of Holdings'Holdings’ common stock on the date of the annual stockholders meeting. Each DSU represents Holdings'Holdings’ obligation to issue one1 share of common stock. The shares are delivered approximately thirty days following the cessation of the non-employee director'sdirector’s service as a director of Holdings'Holdings’.

DSUs generally vest consistent with the manner in which non-employee directors'directors’ cash retainers are paid. The fair value of the DSUs on the date of grant is expensed on a straight line basis over the requisite service period.

During each of the years ended December 31, 2020, 2019 and 2018, 2017approximately 7,000 DSUs, 4,000 DSUs and 2016, approximately 3,000 DSUs were granted, respectively, at a weighted-average grant date fair value of $57.04, $56.32$31.43, $50.12 and $54.16$57.04 per DSU, respectively. The total grant date fair value of DSUs granted was $0.2$0.2 million for the years ended December 31, 2018, 20172020, 2019 and 2016.


68

SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

2018.

As of December 31, 2018,2020, there was no0 unrecognized compensation expense related to the outstanding DSUs.

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Notes to Consolidated Financial Statements

Dividend Equivalent Rights

On February 8, 2012, Holdings'Holdings’ Board of Directors granted DERs to holders of unvested stock options, at which time, approximately 10.0 million unvested stock options were outstanding. The DERs accrue dividends as of the record date of each of Holdings'Holdings’ dividends that will be distributed to stock option holders upon the vesting of their stock option award. Holdings will distribute the accumulated accrued dividends pursuant to the DERs in either cash or shares of common stock. Generally, holders of stock options for fewer than 1,000 shares of stock will receive their accumulated accrued dividends in cash and holders of stock options for 1,000 shares of stock or greater will receive their accumulated accrued dividends in shares of common stock. In addition, Holdings'Holdings’ Board of Directors granted similar DERs payable in shares of common stock if and when any shares are granted under the 2020 Performance Award.

Holdings'

Holdings’ Board of Directors granted approximately 1.5 million, 1.92.0 million and 1.31.5 million additional options to the majority of our full-time employees as well as DERs in connection with such options during the years ended December 31, 2018, 20172019 and 2016,2018, respectively. Exclusive of stock-based compensation recognized for the DER grants associated with the 2017 Performance Award discussed above, we recorded stock-based compensation for DER grants of $5.9$0.3 million,, $4.2 $5.0 million and $5.1$5.9 million for the years ended December 31, 2020, 2019 and 2018, 2017 and 2016, respectively.

Employee Stock Purchase Plan

The Six Flags Entertainment Corporation Employee Stock Purchase Plan (the "ESPP") allows eligible employees to purchase Holdings'Holdings’ common stock at 90% of the lower of the market value of the common stock at the beginning or end of each successive six-month offering period. Amounts accumulated through participants'participants’ payroll deductions ("purchase rights") are used to purchase shares of common stock at the end of each purchase period. Pursuant to the ESPP, noNo more than 2,000,000 shares of common stock of Holdings may be issued. Holdings'issued pursuant to the ESPP. Holdings’ common stock may be issued by eitherfrom authorized and unissued shares, treasury shares or shares purchased on the open market. As of December 31, 2018,2020, we had 1,702,0001,579,000 shares available for purchase pursuant to the ESPP.

In accordance with FASB ASC Topic 718, Stock Based Compensation, stock-based

Stock-based compensation related to purchase rights is recognized based on the intrinsic value of each respective six-month ESPP offering period. As of December 31, 20182020 and 2017,2019, no purchase rights were outstanding under the ESPP.

Stock-based compensation consisted of the following amounts for the years ended December 31, 2018, 20172020, 2019 and 2016.2018. We present separately the reversal of previously recorded stock-based compensation related to the 2017 Performance Award from our Long-Term Incentive Plan and Employee Stock Purchase Plan.

Year Ended December 31, 

(Amounts in thousands)

2020

2019

2018

Long-Term Incentive Plan

  

 

  

Options and other

$

19,078

$

13,037

$

15,543

Performance awards

 

 

 

(62,512)

Employee Stock Purchase Plan

 

452

 

237

 

285

Total Stock-Based Compensation

$

19,530

$

13,274

$

(46,684)

85

 Year Ended December 31,
(Amounts in thousands)2018 2017 2016
Long-Term Incentive Plan     
Options and Other$15,543
 $16,910
 $13,581
2017 Performance Award(62,512) (39,935) 102,447
Employee Stock Purchase Plan285
 328
 311
Total stock-based compensation$(46,684) $(22,697) $116,339

69

SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements


11.

10.

Income Taxes

The following table summarizes the domestic and foreign components of our income (loss) before income taxes for the years ended December 31, 2018, 20172020, 2019 and 2016:

 Year Ended December 31,
(Amounts in thousands)2018 2017 2016
Domestic$383,875
 $301,322
 $216,205
Foreign27,983
 27,730
 17,061
Income before income taxes$411,858
 $329,052
 $233,266
2018:

Year Ended December 31, 

(Amounts in thousands)

    

2020

    

2019

    

2018

Domestic

$

(487,594)

$

297,752

$

383,875

Foreign

 

(35,464)

 

14,008

 

27,983

(Loss) income before income taxes

$

(523,059)

$

311,760

$

411,858

The following table summarizes the components of income tax (benefit) expense (benefit) for the years ended December 31, 2018, 20172020, 2019 and 2016:

(Amounts in thousands)Current Deferred Total
2018:     
U.S. federal$(58) $65,976
 $65,918
Foreign11,752
 626
 12,378
State and local11,268
 6,291
 17,559
Income tax expense$22,962
 $72,893
 $95,855
2017:     
U.S. federal$(72) $(6,774) $(6,846)
Foreign11,840
 (2,231) 9,609
State and local5,829
 7,434
 13,263
Income tax expense (benefit)$17,597
 $(1,571) $16,026
2016:     
U.S. federal$(41) $57,950
 $57,909
Foreign6,206
 (427) 5,779
State and local7,088
 5,763
 12,851
Income tax expense$13,253
 $63,286
 $76,539
2018:

(Amounts in thousands)

    

Current

    

Deferred

    

Total

2020:

  

  

  

U.S. federal

$

(3,530)

$

(99,976)

$

(103,506)

Foreign

 

 

(7,642)

 

(7,642)

State and local

 

(3,239)

 

(26,580)

 

(29,819)

Income tax (benefit) expense

$

(6,769)

$

(134,199)

$

(140,967)

2019:

 

  

 

  

 

  

U.S. federal

$

(2,960)

$

67,975

$

65,015

Foreign

 

5,812

 

1,169

 

6,981

State and local

 

10,704

 

9,242

 

19,946

Income tax expense

$

13,556

$

78,386

$

91,942

2018:

 

  

 

  

 

  

U.S. federal

$

(58)

$

65,976

$

65,918

Foreign

 

11,752

 

626

 

12,378

State and local

 

11,268

 

6,291

 

17,559

Income tax expense

$

22,962

$

72,893

$

95,855

Recorded income tax (benefit) expense differed from amounts computed by applying the U.S. federal income tax rate of 21% for the year ended December 31, 2018 and 35% for the years ended December 31, 20172020, 2019 and 20162018 to (loss) income before income taxes as a result of the following:

Year Ended December 31, 

(Amounts in thousands)

    

2020

    

2019

2018

Computed "expected" federal income tax (benefit) expense

$

(109,842)

$

65,470

$

86,490

Effect of noncontrolling interest income distribution

 

(8,671)

 

(8,558)

 

(8,401)

Change in valuation allowance

 

(2,482)

 

15,469

 

1,663

Effect of state and local income taxes, net of federal tax benefit

 

(14,356)

 

18,622

 

12,980

Deductible compensation in excess of book

 

773

 

(2,029)

 

(5,392)

Nondeductible compensation

 

951

 

635

 

1,167

Effect of foreign income taxes

 

(4,072)

 

2,084

 

4,544

Effect of foreign earnings earned and remitted in the same year

 

 

(302)

 

2,317

Effect of foreign tax credits

 

(528)

 

(407)

 

(996)

Other, net

 

(2,740)

 

958

 

1,483

Income tax (benefit) expense

$

(140,967)

$

91,942

$

95,855

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Notes to Consolidated Financial Statements

 Year Ended December 31,
(Amounts in thousands)2018 2017 2016
Computed "expected" federal income tax expense$86,490
 $115,168
 $81,643
Effect of noncontrolling interest income distribution(8,401) (13,724) (13,449)
Change in valuation allowance1,663
 413
 648
Effect of state and local income taxes, net of federal tax benefit12,980
 10,767
 8,353
Deductible compensation in excess of book(5,392) (13,757) 
Nondeductible compensation1,167
 2,201
 2,127
Effect of foreign income taxes4,544
 2,367
 380
Effect of foreign earnings earned and remitted in the same year2,317
 4,402
 6,000
Effect of foreign tax credits(996) (5,357) (9,405)
Effect of Tax Reform, including change in valuation allowance of $20,824
 (84,599) 
Other, net1,483
 (1,855) 242
Income tax expense$95,855
 $16,026
 $76,539

In connection with emergence from Chapter 11, the Company'sCompany’s prepetition debt securities, primarily the prepetition notes issued by Six Flags, Inc. (which changed its corporate name to Six Flags Entertainment Corporation (Holdings) upon emergence from bankruptcy in 2010) and SFO, were extinguished. Absent an exception, a debtor recognizes cancellation of debt income ("CODI") upon discharge of its outstanding indebtedness for an amount of consideration that is less than its adjusted issue price. The Internal Revenue Code ("IRC") provides that a debtor in a bankruptcy case may exclude CODI from income but must reduce certain of its tax attributes by the amount of any CODI realized as a result of the consummation of a plan of reorganization. The amount of CODI realized by a taxpayer is the adjusted issue price of any indebtedness discharged less the sum of (i) the amount of cash paid, (ii) the issue price of any new indebtedness issued and (iii) the fair market value of any other consideration, including equity, issued. As a result of the market value of our equity upon emergence from Chapter 11 bankruptcy proceedings, we were able to retain a significant portion of our federal NOLsnet operating losses (“NOLs”) and state NOLs (collectively, the "Tax


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Notes to Consolidated Financial Statements

Attributes") after reduction of the Tax Attributes for CODI realized on emergence from Chapter 11. As a result of emergence from Chapter 11, the Company'sCompany’s NOLs were reduced by approximately $804.8 million of CODI.

Sections 382 and 383 of the IRC impose an annual limitation on the utilization of NOLs and other favorable Tax Attribute carryforwards that a corporation has at the time of a so-called "ownership change" within the meaning of IRC Section 382. The Company'sCompany’s issuance of stock pursuant to its reorganization under Chapter 11 in 2010 resulted in such an ownership change. The limitation amount is the product of the value of the Company, computed under special rules that apply to a bankruptcy reorganization, and a published rate that applied for the month the Company emerged from Chapter 11. The Company'sCompany’s limitation amount is approximately $32.5 million for each year to which NOLs and other Tax Attribute carryforwards that existed at emergence are carried, increased by the portion of the net built-in income and gain that existed at emergence and that IRS pronouncements permit a taxpayer to treat as recognized during the five-year period following the ownership change. This has allowed the Company to increase its annual limitation by approximately $696.0 million through the end of 2015. Annual limitation amounts accumulate for future use to the extent they are not utilized in a given year.carried. As a result of the Section 382 limitation, the Company may have a cash tax liability in future years even though its deferred tax assets have not been exhausted. A subsequent ownership change could further limit the Company'sCompany’s utilization of NOLs and other Tax Attributes if a smaller limitation resulted from the subsequent ownership change or applied to NOLs and other Tax Attributes accumulated after emergence from Chapter 11.

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

Substantially all of our future taxable temporary differences (deferred tax liabilities) relate to the different financial accounting and tax depreciation methods and periods for property and equipment (20(20 to 25 years for financial reporting purposes and 7 to 12 yearsas few as 1 year for tax reporting purposes)purposes when 100% bonus depreciation is elected) and intangibles. Our net operating loss carryforwards, foreign tax credits, alternative minimum tax credits, accrued insurance expenses and deferred compensation amounts represent future income tax benefits (deferred tax assets). The following table summarizes the components of deferred income tax assets and deferred tax liabilities as of December 31, 20182020 and 2017:

 December 31,
(Amounts in thousands)2018 2017
Deferred tax assets$233,980
 $296,132
Less: Valuation allowance115,172
 113,509
Net deferred tax assets118,808
 182,623
Deferred tax liabilities292,806
 289,474
Net deferred tax liability$173,998
 $106,851
 December 31,
(Amounts in thousands)2018 2017
Deferred tax assets:   
Federal net operating loss carryforwards$19,334
 $49,543
State net operating loss carryforwards117,236
 119,837
Deferred compensation6,873
 21,464
Foreign tax credits39,300
 52,152
Alternative minimum tax credits6,591
 6,591
Accrued insurance, pension liability and other44,646
 46,545
Total deferred tax assets$233,980
 $296,132
    
Deferred tax liabilities:   
Property and equipment$209,070
 $200,008
Intangible assets and other83,736
 89,466
Total deferred tax liabilities$292,806
 $289,474
2019:

December 31,

(Amounts in thousands)

    

2020

    

2019

Deferred tax assets

$

326,023

$

191,349

Less: Valuation allowance

 

128,159

 

130,641

Net deferred tax assets

 

197,864

 

60,708

Deferred tax liabilities

 

299,695

 

307,829

Net deferred tax liability

$

101,831

$

247,121

December 31,

(Amounts in thousands)

    

2020

    

2019

Deferred tax assets:

 

  

 

  

Federal net operating loss carryforwards

$

115,168

$

12,615

State net operating loss carryforwards

 

118,063

 

107,303

Deferred compensation

 

9,307

 

8,240

Foreign tax credits

 

21,367

 

20,469

Alternative minimum tax credits

 

 

3,296

Accrued insurance, pension liability and other

 

62,118

 

39,426

Total deferred tax assets

$

326,023

$

191,349

Deferred tax liabilities:

 

  

 

  

Property and equipment

$

220,927

$

226,872

Intangible assets and other

 

78,768

 

80,957

Total deferred tax liabilities

$

299,695

$

307,829

As of December 31, 2018,2020, we had approximately $0.2$0.6 billion and $5.5$6.3 billion of net operating loss carryforwards available for U.S. federal income tax and state income tax purposes, respectively, that expire through 2030 and 2038, respectively. Foreign tax credits of $39.3$21.4 million expire between 20202021 and 2027. We have a valuation allowance of $115.2$128.2 million and $113.5$130.6 million as of December 31, 20182020 and 2017,2019, respectively, due to uncertainties related to our ability to utilize some of our deferred tax assets before they expire. We analyze our ability to use our foreign tax credits based on our most probable outcome for future foreign sourced income. Based on that analysis, we have determined it is not more likely than not that some of our foreign tax credits will not be fully utilized and have established a valuation allowance of approximately $18.0 million at December 31, 2020. The remainder of our valuation allowance at December 31, 20182020 and December 31, 20172019 was based on our inability to use state deferred tax assets related to NOLs that were generated in states where we no longer do business or where we have consistently not generated taxable income. The change in valuation allowance is all attributable to income from operations.


71

SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

Our unrecognized tax benefit as of each of December 31, 20182020 and 20172019 was $25.4 million and $25.7 million.million, respectively. We classify interest and penalties attributable to income taxes as part of income tax expense. Due to the Company'sCompany’s NOL position, we have not accrued any penalties and interest.

Passage

88

Table of the Tax Cuts and Jobs Act (H.R. 1) and Staff Accounting Bulletin No. 118


On December 22, 2017, the Tax Act was signed into law. The Tax Act contains significant changesContents

SIX FLAGS ENTERTAINMENT CORPORATION

Notes to corporate taxation, including a reduction of the corporate tax rate from 35% to 21%, creating a territorial tax system, allowing for immediate expensing of certain qualified property, modifying or repealing many business deductions and credits, and providing other incentives. In response to the Tax Act, on December 22, 2017 the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118"), to provide guidance for companies that are not able to complete their accounting for the income tax effects of the Tax Act in the period of enactment. The SEC Staff noted in SAB 118 that in these cases a company should continue to apply Topic 740, Income Taxes based on the provisions of the tax laws that were in effect immediately prior to the enactment of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the enactment date of the Tax Act for companies to complete the accounting under Topic 740. For the year ended December 31, 2018, the Company has not identified any material changes to the net one-time charge related to its accounting for the enactment of the Act. Accordingly, the Company has finalized its accounting treatment for the Act. For global intangible low taxed income ("GILTI") under the Act, the Company has elected to account for GILTI as a component of tax expense in the period in which the Company is subject to the rules (the "period cost method").Consolidated Financial Statements

12.

11.

Preferred Stock, Common Stock and Other Stockholders'Stockholders’ Equity

Common Stock

As of December 31, 2018,2020, the number of authorized shares of common stock was 140,000,000,280,000,000, of which 83,962,18285,075,901 shares were outstanding, 5,086,0004,375,000 shares were reserved for future issuance through our Long-Term Incentive Plan, and 1,702,0001,579,000 shares were reserved for future issuance through the ESPP. Pursuant to the ESPP, Holdings'Holdings’ common stock may be issued by eitherfrom authorized and unissued shares, treasury shares or shares purchased on the open market.

On November 20, 2013, Holdings' Board of Directors approved a new stock repurchase program that permitted Holdings to repurchase up to $500.0 million in shares of Holdings' common stock over a four-year period (the "November 2013 Stock Repurchase Plan"). Holdings fully utilized the availability under the November 2013 Stock Repurchase Plan by August 2016. Throughout the program, Holdings repurchased 11,428,000 shares at a cumulative cost of approximately $500.0 million and an average price per share of $43.75.
On June 7, 2016, Holdings announced that its Board of Directors approved a new stock repurchase program that permitted Holdings to repurchase an incremental $500.0 million in shares of Holdings' common stock (the "June 2016 Stock Repurchase Plan"). Holdings fully utilized the availability under the June 2016 Stock Repurchase Plan by May 2017. Throughout the program, Holdings repurchased 8,392,000 shares at a cumulative cost of approximately $500.0 million and an average price per share of $59.58.

On March 30, 2017, Holdings announced that its Board of Directors approved a new stock repurchase plan that permits Holdings to repurchase an incremental $500.0$500 million in shares of Holdings'Holdings’ common stock (the "March 2017 Stock Repurchase Plan"). As of February 14, 2019,19, 2021, Holdings had repurchased 4,603,0004,607,000 shares at a cumulative cost of approximately $268.2$268.3 million and an average price per share of $58.27$58.25 under the March 2017 Stock Repurchase Plan, leaving approximately $231.8$231.7 million available for permitted repurchases.

During the years ended December 31, 2020, 2019 and 2018, 2017 and 2016, Holdings'Holdings’ Board of Directors declared and paid quarterly cash dividends per share of common stock as follows:


72

SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

 
Dividends
Paid
Per Share
2018: 
Fourth Quarter$0.82
Third Quarter$0.78
Second Quarter$0.78
First Quarter$0.78
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

Dividends

Paid

    

Per Share

2020:

  

First Quarter

$

0.25

2019:

 

  

Fourth Quarter

$

0.83

Third Quarter

$

0.82

Second Quarter

$

0.82

First Quarter

$

0.82

2018:

 

  

Fourth Quarter

$

0.82

Third Quarter

$

0.78

Second Quarter

$

0.78

First Quarter

$

0.78

Preferred Stock

As of December 31, 2018,2020, the number of authorized shares of preferred stock was 5,000,000,, none of which have been issued or reserved for future issuance. The authorization of preferred shares empowers Holdings'Holdings’ Board of Directors, without further stockholder approval, to issue preferred shares with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of Holdings'Holdings’ common stock. If issued, the preferred stock could also dilute the holders of Holdings'Holdings’ common stock and could be used to discourage, delay or prevent a change of control.

Shareholder Rights Plan

On March 31, 2020, Holdings announced that its Board of Directors declared a dividend of 1 preferred share purchase right (a “Right”) payable on April 10, 2020, for each share of common stock to the shareholders of record on that date. In connection with the Rights, Holdings and Computershare Trust Company, N.A., as rights agent, entered into a Rights Agreement, dated as of March 31, 2020 (the “Rights Agreement”). Each Right entitles the registered holder to purchase from Holdings one one-thousandth of a Series B Junior Preferred Stock, par value $1.00 per share (the “Preferred Shares”), of Holdings at a price of $75.00 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. Subject to certain exceptions, if a person or group acquires more than 10% of Holdings’ outstanding common stock, the Rights will become exercisable for common stock having a value equal to 2 times the exercise price of the Right. The Rights are in all respects subject to and governed by the provisions of the Rights

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

Agreement. The Rights Plan has a one-year term, expiring on March 30, 2021. The Rights Plan may also be terminated, or the rights may be redeemed, prior to the scheduled expiration of the Rights Plan under certain other circumstances.

Accumulated Other Comprehensive (Loss) Income

Loss

The balances for each component of accumulated other comprehensive (loss) incomeloss are as follows:

 Currency Translation Adjustment 
Cash Flow
Hedges
 Defined Benefit Plans 
Income
Taxes
 Accumulated Other Comprehensive Income (Loss)
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
 $(67,184)
Net current period change3,120
 57
 1,136
 (2,106) 2,207
Amounts reclassified from AOCI
 769
 865
 (538) 1,096
Balance as of December 31, 2017$(28,822) $
 $(41,959) $6,900
 $(63,881)
Net current period change1,470
 
 167
 (351) 1,286
Amounts reclassified from AOCI
 
 721
 (185) 536
Effects of adoption of ASU 2018-02
 
 
 (9,439) (9,439)
Balance as of December 31, 2018$(27,352) $
 $(41,071) $(3,075) $(71,498)

73

SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

Accumulated

Cumulative

Other

Translation

Cash Flow

Defined Benefit

Income

Comprehensive

(Amounts in thousands)

    

Adjustment

    

Hedges

    

Plans

    

Taxes

    

Loss

Balance as of December 31, 2017

$

(28,822)

$

$

(41,959)

$

6,900

$

(63,881)

Net current period change

 

1,470

 

 

167

 

(351)

 

1,286

Amounts reclassified from AOCL

 

 

 

721

 

(185)

 

536

Effects of Adoption of ASU 2018-02

(9,439)

(9,439)

Balance as of December 31, 2018

$

(27,352)

$

$

(41,071)

$

(3,075)

$

(71,498)

Net current period change

 

5,168

 

(484)

 

(9,006)

 

1,283

 

(3,039)

Amounts reclassified from AOCL

(1,046)

795

78

(173)

Balances at December 31, 2019

$

(22,184)

$

(1,530)

$

(49,282)

$

(1,714)

$

(74,710)

Net current period change

 

(5,228)

 

(33,902)

 

(9,345)

 

11,968

 

(36,507)

Amounts reclassified from AOCL

 

 

3,685

 

985

 

(1,165)

 

3,505

Amounts reclassified due to de-designation

14,928

(3,720)

11,208

Balances at December 31, 2020

$

(27,412)

$

(16,819)

$

(57,642)

$

5,369

$

(96,504)

The Company had the following reclassifications out of accumulated other comprehensive income (loss)loss during the years ended December 31, 2018, 20172020, 2019 and 2016:

  Location of Amount of Reclassification from AOCI
  Reclassification Year Ended December 31,
Component of AOCI into Income 2018 2017 2016
    (Amounts in thousands)
Amortization of loss on interest rate hedge Interest expense $
 $769
 $1,716
  Income tax benefit 
 (279) (669)
  Net of tax $
 $490
 $1,047
         
Amortization of deferred actuarial loss and prior service cost Operating expenses $721
 $865
 $931
  Income tax benefit (185) (259) (364)
  Net of tax $536
 $606
 $567
         
Total reclassifications   $536
 $1,096
 $1,614
2018:

Amount of Reclassification from AOCL

Year Ended December 31,

Component of AOCL

    

Location of Reclassification into Income

2020

2019

2018

Amortization of loss on interest rate hedge

 

Interest expense

$

3,685

$

(1,046)

$

 

Income tax benefit

 

(917)

 

276

 

 

Net of tax

$

2,768

$

(770)

$

Amortization of deferred actuarial loss and prior service cost

 

Operating expenses

$

985

$

795

$

721

 

Income tax expense

 

(248)

 

(198)

 

(185)

 

Net of tax

$

737

$

597

$

536

Total reclassifications

 

  

$

3,505

$

(173)

$

536

13.

12.

Pension Benefits

As part of the acquisition of Former SFEC, we assumed the obligations related to the SFTP Defined Benefit Plan (the "SFTP Benefit Plan"). The SFTP Benefit Plan covered substantially all of SFTP'sSFTP’s employees. During 1999, the SFTP Benefit Plan was amended to cover substantially all of our domestic full-time employees. During 2004, the SFTP Benefit Plan was further amended to cover certain seasonal workers, retroactive to January 1, 2003. The SFTP Benefit Plan permits normal retirement at age 65,, with early retirement at ages 55 through 64 upon attainment of 10 years of credited service. The early retirement benefit is reduced for benefits commencing before age 62.62. Plan benefits are calculated according to a benefit formula based on age, average compensation over the highest consecutive five-yearfive-year period during the employee'semployee’s last ten years of employment and years of service. The SFTP Benefit Plan assets are invested primarily in equity and fixed income securities, as well as alternative investments, such as hedge funds. The SFTP Benefit Plan does not have significant liabilities other than benefit obligations. Under our funding policy, contributions to the SFTP Benefit Plan are determined using the projected unit credit cost method. This funding policy meets the requirements under the Employee Retirement Income Security Act of 1974.1974 (“ERISA”).

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

We froze our pension plan effective March 31, 2006, pursuant to which most participants no longer earned future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits.

Obligations and Funded Status

The following table sets forth the change in our benefit plan obligation and fair value of plan assets:

 Year Ended December 31,
(Amounts in thousands)2018 2017 2016
Change in benefit obligation: 
  
  
Beginning balance$218,746
 $216,571
 $223,389
Interest cost7,386
 8,283
 8,901
Actuarial loss (gain)(16,324) 11,402
 (828)
Benefits paid(8,056) (17,510) (14,891)
Benefit obligation at end of period$201,752
 $218,746
 $216,571
      
Change in fair value of plan assets: 
  
  
Beginning balance$190,534
 $178,375
 $173,123
Actual return on assets(2,497) 25,240
 15,949
Employer contributions6,000
 6,000
 6,000
Administrative fees(1,223) (1,571) (1,806)
Benefits paid(8,056) (17,510) (14,891)
Fair value of plan assets at end of period$184,758
 $190,534
 $178,375

Year Ended December 31, 

(Amounts in thousands)

    

2020

    

2019

    

2018

Change in benefit obligation:

 

  

 

  

 

  

Beginning balance

$

221,458

$

201,752

$

218,746

Interest cost

 

6,431

 

7,993

 

7,386

Actuarial loss (gain)

 

18,243

 

25,632

 

(16,324)

Benefits paid

 

(9,006)

 

(13,919)

 

(8,056)

Benefit obligation at end of period

$

237,126

$

221,458

$

201,752

Change in fair value of plan assets:

 

  

 

  

 

  

Beginning balance

$

205,463

$

184,758

$

190,534

Actual return on assets

 

21,987

 

29,815

 

(2,497)

Employer contributions

 

1,500

 

6,000

 

6,000

Administrative fees

 

(9,006)

 

(13,918)

 

(1,223)

Benefits paid

 

(1,171)

 

(1,192)

 

(8,056)

Fair value of plan assets at end of period

$

218,773

$

205,463

$

184,758

Employer contributions and benefits paid in the above table include only those amounts contributed directly to, or paid directly from, plan assets. As of December 31, 20182020 and 2017,2019, the SFTP Benefit Plan'sPlan’s projected benefit obligation exceeded the fair value of SFTP Benefit Plan assets resulting in the SFTP Benefit Plan being underfunded by $17.0$18.4 million and $28.2$16.0 million, respectively. The underfunded amount is recognized in other long-term liabilities in our consolidated balance sheets.


74

SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

Other net periodic pension benefit is disclosed within the consolidated statement of operations due to the adoption of ASU 2017-07.

We use December 31 as our measurement date. The weighted average assumptions used to determine benefit obligations are as follows:

December 31,

 

    

2020

    

2019

 

Discount rate

 

2.20

%  

3.00

%

Rate of compensation increase

 

N/A

 

N/A

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

 December 31,
 2018 2017
Discount rate4.05% 3.45%
Rate of compensation increaseN/A
 N/A

Net periodic benefit cost and other comprehensive income (loss)

The following table sets forth the components of net periodic benefit cost and other comprehensive income (loss):

 Year Ended December 31,
(Amounts in thousands)2018 2017 2016
Net periodic benefit cost: 
  
  
Service cost$1,300
 $1,700
 $2,400
Interest cost7,386
 8,283
 8,901
Expected return on plan assets(13,737) (12,831) (12,490)
Amortization of net actuarial loss721
 865
 931
Total net periodic benefit$(4,330) $(1,983) $(258)
      
Other comprehensive income: 
  
  
Current year actuarial gain$167
 $1,136
 $4,881
Recognized net actuarial loss721
 865
 931
Total other comprehensive gain$888
 $2,001
 $5,812

Year Ended December 31, 

(Amounts in thousands)

2020

    

2019

    

2018

Net periodic benefit cost:

  

 

  

 

  

Service cost

$

1,200

$

1,300

$

1,300

Interest cost

 

6,431

 

7,993

 

7,386

Expected return on plan assets

 

(13,119)

 

(13,296)

 

(13,737)

Amortization of net actuarial loss

 

985

 

795

 

721

Total net periodic benefit

$

(4,503)

$

(3,208)

$

(4,330)

Other comprehensive income:

 

  

 

  

 

  

Current year actuarial (gain) loss

$

(9,345)

$

(9,006)

$

167

Recognized net actuarial loss

 

985

 

795

 

721

Total other comprehensive (gain) loss

$

(8,360)

$

(8,211)

$

888

As of December 31, 20182020 and 2017,2019, we have recorded $49.9$64.6 million (net of tax expense of $8.8$7.0 million) and $42.2$56.1 million (net of tax expense of $0.3$6.8 million), respectively, in accumulated other comprehensive loss in our consolidated balance sheets, respectively.

sheets.

We anticipate that $0.8$1.4 million will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2019.

2021.

The weighted average assumptions used to determine net costs are as follows:

 Year Ended December 31,
 2018 2017 2016
Discount rate3.45% 3.90% 4.10%
Rate of compensation increaseN/A
 N/A
 N/A
Expected return on plan assets7.25% 7.25% 7.25%
Corridor10.00% 10.00% 10.00%
Average future life expectancy (in years)27.77
 26.33
 27.79

Year Ended December 31, 

 

2020

    

2019

    

2018

 

Discount rate

3.00

%  

4.05

%  

3.45

%  

Rate of compensation increase

N/A

 

N/A

 

N/A

Expected return on plan assets

6.50

%  

7.25

%  

7.25

%  

Corridor

10.00

%  

10.00

%  

10.00

%

Average future life expectancy (in years)

25.70

 

26.87

 

27.77

The discount rate assumption was developed based on high-quality corporate bond yields as of the measurement date. High quality corporate bond yield indices on over 500 AA high grade bonds are considered when selecting the discount rate.

The return on plan assets assumption was developed based on consideration of historical market returns, current market conditions, and the SFTP Benefit Plan'sPlan’s past experience. Estimates of future market returns by asset category are reflective of actual long-term historical returns. Overall, it was projected that the SFTP Benefit Plan could achieve a 7.25%6.50% net return over time based on a consistent application of the existing asset allocation strategy and a continuation of the SFTP Benefit Plan'sPlan’s policy of monitoring manager performance.

Description of Investment Committee and Strategy

The Investment Committee is responsible for managing the investment of SFTP Benefit Plan assets and ensuring that the SFTP Benefit Plan'sPlan’s investment program is in compliance with all provisions of ERISA, other relevant legislation, related SFTP Benefit Plan documents and the Statement of Investment Policy. The Investment Committee has retained several mutual funds, commingled funds and/or investment managers to manage SFTP Benefit Plan assets and implement the investment process. The investment managers, in implementing their investment processes, have the authority and responsibility to select appropriate


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SIX FLAGS ENTERTAINMENT CORPORATION
Notes to Consolidated Financial Statements

investments in the asset classes specified by the terms of the applicable prospectus or other investment manager agreements with the SFTP Benefit Plan.

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

The primary financial objective of the SFTP Benefit Plan is to secure participant retirement benefits. To achieve this, the key objective in the SFTP Benefit Plan'sPlan’s financial management is to promote stability and, to the extent appropriate, growth in funded status. Other related and supporting financial objectives are also considered in conjunction with a comprehensive review of current and projected SFTP Benefit Plan financial requirements.

The assets of the fund are invested to achieve the greatest reward for the SFTP Benefit Plan consistent with a prudent level of risk. The asset return objective is to achieve, as a minimum over time, the passively managed return earned by market index funds, weighted in the proportions outlined by the asset class exposures in the SFTP Benefit Plan'sPlan’s long-term target asset allocation.

The SFTP Benefit Plan'sPlan’s portfolio may be allocated across several hedge fund styles and strategies.

Plan Assets

The target allocations for plan assets are 9%4% domestic equity securities, 64%63% fixed income securities, 12%19% international equity securities, and 15%14% alternative investments. Equity securities primarily include investments in large-cap companies located in the United States and abroad. Fixed income securities include bonds and debentures issued by domestic and foreign private and governmental issuers. Alternative investments are comprised of hedge fund of funds. The following table presents the categories of our plan assets and the related levels of inputs in the fair value hierarchy used to determine the fair value, as defined in Note 2(c)2(c):

Fair Value Measurements as of December 31, 2020

    

    

Quoted Prices in

    

Significant

    

Significant

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Inputs

(Amounts in thousands)

Total

(Level 1)

(Level 2)

(Level 3)

ASSET CATEGORY:

 

  

 

  

 

  

 

  

Equity Securities:

 

  

 

  

 

  

 

  

Large-Cap Disciplined Equity (a)

$

8,065

$

8,065

$

0

$

0

International Equity (b)

 

42,178

 

42,178

 

0

 

0

Fixed Income:

 

 

  

 

  

 

  

Long Duration Fixed Income (c)

 

138,399

 

138,399

 

0

 

0

Alternatives:

 

  

 

  

 

  

 

  

Other Investments (f)

 

30,131

 

0

 

0

 

0

Fair Value of Plan Assets

$

218,773

$

188,642

$

0

$

0

Fair Value Measurements as of December 31, 2019

    

    

Quoted Prices in

    

Significant

    

Significant

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Inputs

(Amounts in thousands)

Total

(Level 1)

(Level 2)

(Level 3)

ASSET CATEGORY:

 

  

 

  

 

  

 

  

Equity Securities:

 

  

 

  

 

  

 

  

Large-Cap Disciplined Equity (a)

$

6,844

$

6,844

$

0

$

0

International Equity (b)

 

35,962

 

35,962

 

0

 

0

Fixed Income:

 

  

 

  

 

  

 

  

Long Duration Fixed Income (c)

 

133,592

 

133,592

 

0

 

0

High Yield (d)

 

 

0

 

0

 

0

Emerging Markets Debt (e)

 

 

0

 

0

 

0

Alternatives:

 

  

 

  

 

  

 

  

Other Investments (f)

 

29,065

 

0

 

0

 

0

Fair Value of Plan Assets

$

205,463

$

176,398

$

0

$

0

 Fair Value Measurements as of December 31, 2018
(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)
$22,022
 $22,022
 $
 $
International Equity (b)
15,894
 15,894
 
 
Fixed Income:       
Long Duration Fixed Income (c)
109,408
 109,408
 
 
High Yield (d)
4,965
 4,965
 
 
Emerging Markets Debt (e)
4,566
 4,566
 
 
Alternatives:       
Other Investments (f) (g)
27,903
 
 
 
Fair Value of Plan Assets$184,758
 $156,855
 $
 $
 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 (f) (g)
25,743
 
 
 
Fair Value of Plan Assets$190,534
 $164,791
 $
 $

(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.

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(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)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.
(g)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.

The following table represents a rollforward of the December 31, 2017 balances of our plan assets that are valued using Level 3 inputs:
(Amounts in thousands)
Hedge Fund
of Funds
Balance as of December 31, 2016$9,967
Actual return on plan assets: 
Relating to assets still held at the reporting date
Relating to assets sold during the period(9,967)
Purchases, sales and settlements, net
Balance as of December 31, 2017$

Expected Cash Flows

The following table summarizes expected employer contributions and future benefit payments:

(Amounts in thousands) 
Expected contributions to plan trusts 
2019$6,000
Total expected contributions$6,000
  
Expected benefit payments: 
2019$9,823
202010,242
202110,649
202211,196
202311,547
2024 through 202861,609
Total expected benefit payments$115,066

(Amounts in thousands)

    

Expected contributions to plan trusts

 

  

2021

$

Total expected contributions

$

Expected benefit payments:

 

  

2021

$

10,578

2022

 

11,072

2023

 

11,407

2024

 

11,709

2025

 

11,958

2026 through 2030

 

60,744

Total expected benefit payments

$

117,468

14.

13.

(Loss) Earnings Per Common Share

Basic (loss) earnings per common share is computed by dividing net (loss) income attributable to Holdings'Holdings’ common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to Holdings'Holdings’ common stockholders by the weighted average number of common shares outstanding during the period and the effect of all dilutive common stock equivalents. In periods where there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.

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For the years ended December 31, 2018, 20172019 and 2016,2018, the computation of diluted earnings per common share included the effect of 1.3 million, 1.70.6 million and 2.01.3 million dilutive stock options and restricted stock units, respectively. For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, the computation of diluted (loss) earnings per common share excluded the effect of 0.76.3 million,, 0.4 3.5 million and 0.40.7 million antidilutive stock options and restricted stock units, respectively. Earnings(Loss) earnings per common share for the years ended December 31, 2018, 20172020, 2019 and 20162018 was calculated as follows:


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 For the year ended December 31,
(Amounts in thousands, except per share amounts)2018 2017 2016
Net income attributable to Six Flags Entertainment Corporation common stockholders$275,996
 $273,816
 $118,302
      
Weighted-average common shares outstanding—basic84,100
 86,802
 92,349
Effect of dilutive stock options and restricted stock units1,345
 1,692
 2,049
Weighted-average common shares outstanding—diluted85,445
 88,494
 94,398
      
Earnings per share—basic$3.28
 $3.15
 $1.28
Earnings per share—diluted$3.23
 $3.09
 $1.25

For the year ended December 31, 

(Amounts in thousands, except per share amounts)

    

2020

    

2019

    

2018

Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders

$

(423,380)

$

179,065

$

275,996

Weighted-average common shares outstanding—basic

 

84,800

 

84,348

 

84,100

Effect of dilutive stock options and restricted stock units

 

 

620

 

1,345

Weighted-average common shares outstanding—diluted

 

84,800

 

84,968

 

85,445

(Loss) earnings per share—basic

$

(4.99)

$

2.12

$

3.28

(Loss) earnings per share—diluted

$

(4.99)

$

2.11

$

3.23

15.

14.

Commitments and Contingencies

Partnership Parks

On April 1, 1998, we acquired all of the capital stock of Former SFEC for $976.0$976.0 million,, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Former SFEC acquisition, we also guaranteed certain contractual obligations relating to the Partnership Parks. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions (including rent) of approximately $72.5$75.2 million in 20192021 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of December 31, 2018,2020, our share of the distribution will be approximately $31.7 million)$33.3 million) and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Parks'Parks’ revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put"). The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park'spark’s weighted average four year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously paid for the units of the Partnership Parks by certain entities. In light of the temporary suspension of operations of the Partnership Parks due to the COVID-19 pandemic in March 2020, which would cause the value of the limited partnership units of the Partnership Parks to decrease in 2021 and thereafter, we adjusted our annual offer to purchase these units to set a minimum price floor for all future purchases. Pursuant to the valuation methodologies described in the preceding sentence, the Specified Price for the Partnership Parks, if determined as of December 31, 2018,2020 is $408.3$409.7 million in the case of SFOG and $520.5$527.4 million in the case of SFOT. As of December 31, 2018,2020, we owned approximately 31.0%31.4% and 53.2%53.9% of the Georgia limited partner interests and Texas limited partner interests, respectively. Our obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.

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In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia limited partner and the Texas limited partner, respectively, at a price based on the Specified Price, increased by a cost of living adjustment. Pursuant to the 20182020 annual offer, we purchased 0.375 units from the Georgia partnership for approximately $1.5 million and 1.5675 units from the Texas partnership for approximately $3.4 million in May 2020. Pursuant to the 2019 annual offer, we did not purchase any units from the Georgia partnership and we purchased 0.17500.1 units from the Texas partnership for approximately $0.4$0.2 million in May 2018. Pursuant to the 2017 annual offer, we did not purchase any units from the Georgia partnership and we purchased 0.0708 units from the Texas partnership for approximately $0.1 million in May 2017.2019. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions. The maximum unit purchase obligations for 20182021 at both parks aggregatedaggregates to approximately $525.3$523.4 million, representing approximately 69.0%68.6% of the outstanding units of SFOG and 46.8%46.1% of the outstanding units of SFOT. The $350.0$350.0 million accordion feature on the Second Amended and Restated Term Loan B under the Second Amended and Restated Credit Facility is available for borrowing for future "put" obligations if necessary.

In connection with our acquisition of the Former SFEC, we entered into the Subordinated Indemnity Agreement with certain of the Company'sCompany’s entities, Time Warner and an affiliate of Time Warner (an indirect subsidiary of AT&T Inc. as a result of a merger in 2018), pursuant to which, among other things, we transferred to Time Warner (which has guaranteed all of our obligations under the Partnership Park arrangements) record title to the corporations which own the entities that have purchased and will purchase limited partnership units of the Partnership Parks, and we received an assignment from Time Warner of all cash flow received on such limited partnership units, and we otherwise control such entities. In addition, we issued preferred stock of the managing partner of the partnerships to Time Warner. In the event of a default by us under the Subordinated Indemnity Agreement or of our obligations to our partners in the Partnership Parks, these arrangements would permit Time Warner to take full control of both the entities that own limited partnership units and the managing partner. If we satisfy all such obligations, Time Warner is required to transfer to us the entire equity interests of these entities.

The 2018 merger of Time Warner and AT&T Inc. did not affect the Time Warner guarantee of our obligations under the Subordinated Indemnity Agreement.

We incurred $21.2$9.1 million of capital expenditures at these parks during the 20182020 season and intend to incur approximately $17$10.2 million of capital expenditures at these parks for the 20192021 season, an amount in excess of the minimum required


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Notes to Consolidated Financial Statements

expenditure. Cash flows from operations at the Partnership Parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The Partnership Parks generatedused approximately $77.6$8.4 million of cash in 20182020 from operating activities after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of December 31, 20182020 and 2017,2019, we had total loans receivable outstanding of $239.3$288.3 million and $239.3 million, respectively, from the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta, and to make capital improvements and distributions to the limited partners in prior years.
Operating Leases
We lease under long-term leases the sites of Six Flags Mexico, Six Flags Hurricane Harbor Oaxtepec, La Ronde, Six Flags Hurricane Harbor Concord, Frontier City, White Water Bay, Six Flags Hurricane Harbor Phoenix, Six Flags Hurricane Harbor Splashtown, Six Flags Darien Lake and a small parcel near Six Flags New England. In certain cases, rent is based upon a percentage of the revenues earned by the applicable park. Under these leases, we recognized rental expense of approximately $18.6 million, $5.9 million and $5.1 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Total rental expense, including office space and park sites, was approximately $27.9 million, $16.1 million and $12.9 million for the years ended December 31, 2018, 2017 and 2016, respectively.
Future minimum obligations under non-cancelable operating leases, including site leases, as of December 31, 2018, are summarized as follows:
(Amounts in thousands) 
For the year ending December 31: 
2019$23,936
202023,266
202122,384
202221,626
202321,563
2024 and thereafter314,799
 $427,574
partners.

License Agreements

We are party to a license agreement pursuant to which we have the exclusive right on a long-term basis to theme park use in the United States and Canada (excluding the Las Vegas, Nevada metropolitan area) of all animated, cartoon and comic book characters that Warner Bros. and DC Comics have the right to license for such use. The term of the agreement expires in 2053. The license fee is subject to periodic scheduled increases and is payable on a per-theme park basis.

basis, and is subject to CPI increases and scheduled adjustments, including periodic market resets.

In November 1999, we entered into license agreements pursuant to which we have the exclusive right on a long-term basis to parks use in Europe, Central and South America of all animated, cartoon and comic book characters that Warner Bros. and DC Comics have the right to license for such use. Under such agreements, the license fee is based on specified percentages of the gross revenues of the applicable parks.

Insurance

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Notes to Consolidated Financial Statements

Insurance

We maintain insurance of the types and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0$100.0 million per occurrence. For incidents arising on or after December 31, 2008, our self-insured retention is $2.0$2.0 million,, followed by a $0.5$0.5 million deductible per occurrence applicable to all claims in the policy year for our domestic parks and our park in Canada and a nominal amount per occurrence for our parks in Mexico. Defense costs are in addition to these retentions. Our general liability policies cover the cost of punitive damages only in certain jurisdictions. Based upon reported claims and an estimate for incurred, but not reported claims, we accrue a liability for our self-insured retention contingencies. For workers'workers’ compensation claims arising after November 15, 2003, our deductible is $0.75 million.$0.75 million. We also maintain fire and extended coverage, business interruption, terrorism and other forms of insurance typical to businesses in this industry. The all peril property coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. Additionally, we maintain information security and privacy liability insurance in the amount of $10.0 million with a $0.25 million self-insured retention per event.

We generally renegotiate our insurance policies on an annual basis. The majority of our current insurance policies expire on December 31, 2019.2021. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance


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Notes to Consolidated Financial Statements

coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

Capital Expenditures

We plan to strategically reinvest in our properties to improve the guest experience.

We currently plan on spending approximately 9%

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Notes to Consolidated Financial Statements

Litigation

We are party to various legal actions arising in the normal course of business, including the cases discussed below. Matters that are probable of unfavorable outcome to us and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, our estimate of the outcomes of such matters and our experience in contesting, litigating and settling similar matters. None of the actions are believed by management to involve amounts that would be material to our consolidated balance sheets, results of operations or liquidity after consideration of recorded accruals.
On July 3, 2012, a civil action was commenced against us in the Superior Court of Solano County, California. The plaintiffs sought damages for personal injuries when a guest at Six Flags Discovery Kingdom jumped on a swinging gate arm that entered a passing tram carrying the plaintiffs on July 3, 2010. On October 24, 2014, the litigation was dismissed, without prejudice, with respect to one of the plaintiffs, a minor, who may reinstate the lawsuit at any time prior to two years following the date such plaintiff reaches the age of majority. In January 2015, an agreement was reached to settle the lawsuit with the remaining plaintiffs. We previously expensed the full amount of our $2.5 million self-insurance retention plus litigation costs in connection with this incident. Based on the passage of time without ongoing litigation and the advice of counsel, the accrual was reduced.

Privacy Class Action Lawsuits

On January 7, 2016, a potentialputative class action complaint was filed against Six Flags Entertainment CorporationHoldings in the Circuit Court of Lake County, Illinois. On April 22, 2016, Great America, LLC was added as a defendant. The complaint asserts that we violated the Illinois Biometric Information Privacy Act ("BIPA") in connection with the admission of season pass holders and members through the finger scan program that commenced in the 2014 operating season at Six Flags Great America in Gurnee, Illinois, and seeks statutory damages, attorney'sattorneys’ fees and an injunction. An aggrieved party under BIPA may recover (i) $1,000 if a company is found to have negligently violated BIPA or (ii) $5,000 if found to have intentionally or recklessly violated BIPA, plus reasonable attorneys'attorneys’ fees in each case. The complaint does not allege that any information was misused or disseminated. On April 7, 2017, the trial court certified two2 questions for consideration by the Illinois Appellate Court of the Second District. On June 7, 2017, the Illinois Appellate Court granted our motion to appeal. Accordingly, two2 questions regarding the interpretation of BIPA were certified for consideration by the Illinois Appellate Court. On December 21, 2017, the Illinois Appellate Court found in our favor, holding that the plaintiff had to allege more than a technical violation of BIPA and had to be injured in some way in order to have a right of action. On March 1, 2018, the plaintiff filed a petition for leave to appeal to the Illinois Supreme Court. On May 30, 2018, the Illinois Supreme Court granted the plaintiff'splaintiff’s leave to appeal and oral arguments were heard on November 20, 2018. On January 25, 2019, the Illinois Supreme Court found in favor of the plaintiff, holding that the plaintiff does not need to allege an actual injury beyond the violation of his rights under BIPA in order to proceed with a complaint. We intend to continue to vigorously defend ourselves against this litigation. Since this litigation is still in an early stage, the outcome is currently not determinable, and a reasonable estimate of loss or range of loss in excess of the immaterialThe amount that we have recorded foris based on our estimate of the probable outcome of this litigation cannot be made.


litigation.

During 2017, four potential4 putative class action complaints were filed against Six Flags Entertainment CorporationHoldings or one of its subsidiaries. Complaints were filed on August 11, 2017, in the Circuit Court of Lake County, Illinois,Illinois; on September 1, 2017, in the United States District Court for the Northern District of Georgia,Georgia; on September 11, 2017, in the Superior Court of Los Angeles County, California,California; and on November 30, 2017, in the Superior Court of Ocean County, New Jersey. The complaints allege that we, in violation of federal law, printed more than the last five digits of a credit or debit card number on customers’ receipts and/or the expiration dates of those cards. A willful violation may subject a company to liability for actual damages or statutory damages between $100 and $1,000 per person, punitive damages in an amount determined by a court and reasonable attorneys’ fees, all of which are being sought by the plaintiffs. The complaints do not allege that any information was misused. On October 20, 2020, the parties entered into a settlement agreement to resolve the lawsuits, for an immaterial amount, and preliminary approval was granted by the court on December 3, 2020. All 4 lawsuits are stayed pending final approval of the settlement by the court.

Securities Class Action Lawsuits

In February 2020, 2 putative securities class action complaints were filed against Holdings and certain of its former executive officers (collectively, the “defendants”) in the U.S. District Court for the Northern District of Texas. On March 2, 2020, the 2 cases were consolidated in an action captioned Electrical Workers Pension Fund Local 103 I.B.E.W. v. Six Flags Entertainment Corp., et al., Case No. 4:20-cv-00201-P (N.D. Tex.) (the “Electrical Workers litigation”), and an amended complaint was filed on March 20, 2020. On May 8, 2020, Oklahoma Firefighters Pension and Retirement System and Electrical Workers Pension Fund Local 103 I.B.E.W. were appointed as lead plaintiffs, Bernstein Litowitz Berger & Grossman LLP was appointed as lead counsel, and McKool Smith PC was appointed as liaison counsel. On July 2, 2020, lead plaintiffs filed a consolidated complaint. The consolidated complaint alleges, among other things, that the defendants made materially false or misleading statements or omissions regarding the Company’s business, operations and growth prospects, specifically with respect to the development of its Six Flags branded parks in China and the financial health of its partner, Riverside Investment Group Co. Ltd., in violation of the federal securities laws. The consolidated complaint seeks compensatory damages and other relief on behalf of a putative class of purchasers of Holdings’ publicly traded common stock during the period between April 24, 2018 and February 19, 2020. On August 3, 2020, defendants filed a motion to dismiss the consolidated complaint, which motion was fully briefed as of September 16, 2020 and remains pending. We believe that these lawsuits are without merit and intend to defend this litigation vigorously. However, there can be no assurance regarding the ultimate outcome of the lawsuit.

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Stockholder Derivative Lawsuits

On March 20, 2020, a putative stockholder derivative lawsuit was filed on behalf of nominal defendant Holdings, by Mr. Mark Schwartz in the U.S. District Court for the Northern District of Texas against certain of its current and former executive officers and directors (the “individual defendants”) in an action captioned Schwartz v. Reid-Anderson, et al., Case No. 4:20-cv-00262-P (N.D. Tex.). In April 2020, 2 additional stockholder derivative lawsuits, making substantially identical allegations as the Schwartz complaint, were filed on behalf of nominal defendant Holdings by Trustees of the St. Clair County Employees’ Retirement System and Mr. Mehmet Ali Albayrak in the U.S. District Court for the Northern District of Texas in actions captioned Martin, et al. v. Reid-Anderson, et al., Case No. 4:20-cv-00311-P (N.D. Tex.) and Albayrak v. Reid-Anderson, et al., Case No. 4:20-cv-00312-P (N.D. Tex.), respectively. On April 8, 2020, plaintiffs in all 3 of these putative derivative actions moved to consolidate the 3 actions and to appoint lead counsel. On May 8, 2020, the court granted the plaintiffs’ motion to consolidate. The consolidated action is captioned In re Six Flags Entertainment Corporation Derivative Litigation, Case No. 4:20-cv-00262-P (N.D. Tex.). On August 10, 2020, plaintiffs filed a consolidated derivative complaint. The consolidated derivative complaint alleges breach of fiduciary duty, insider selling, waste of corporate assets, unjust enrichment, and contribution for violations of federal securities laws. The consolidated derivative complaint references, and makes many of the same allegations, as are set forth in the Electrical Workers litigation, alleging, among other things, that the individual defendants breached their fiduciary duties, committed waste, are liable for contribution for, or were unjustly enriched by making, failing to correct, or failing to implement adequate internal controls relating to alleged materially false or misleading statements or omissions regarding the Company’s business, operations and growth prospects, specifically with respect to the prospects of the development of its Six Flags branded parks in China and the financial health of its partner, Riverside Investment Group Co. Ltd. The consolidated derivative complaint also alleges that a former officer and director sold shares of the Company while allegedly in possession of material non-public information concerning the same. On September 9, 2020, Holdings and the individual defendants filed a motion to dismiss the consolidated complaint, which motion was fully briefed as of October 23, 2020 and remains pending. We believe that these complaints are without merit and intend to defend these lawsuits vigorously. However, there can be no assurance regarding the ultimate outcome of these lawsuits.

On May 5, 2020, a putative stockholder derivative lawsuit was filed on behalf of nominal defendant Holdings, by Mr. Richard Francisco in the District Court for Dallas County, Texas, 160th Judicial District, against certain of its current and former executive officers and directors (the “individual defendants”) in an action captioned Francisco v. Reid-Anderson, et al., Case No. DC-20-06425 (160th Dist. Ct., Dallas Cty., Tex.) (the “Francisco action”). The petition in the Francisco action alleges breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. The petition in the Francisco action references, and makes many of the same allegations, as are set forth in the Electrical Workers litigation, alleging, among other things, that the individual defendants breached their fiduciary duties, were unjustly enriched by, abused their control, committed gross mismanagement, and committed waste by making, failing to correct, or failing to implement adequate internal controls relating to alleged materially false or misleading statements or omissions regarding the Company’s business, operations and growth prospects, specifically with respect to the prospects of the development of its Six Flags branded parks in China and the financial health of its partner, Riverside Investment Group Co, Ltd. The petition also alleges that a former officer and director engaged in insider trading. On May 28, 2020, the parties in the Francisco action filed a joint motion to stay proceedings through the resolution of the forthcoming motion to dismiss the Electrical Workers litigation. On June 3, 2020, the court granted the joint motion to stay proceedings. On June 12, 2020, an additional stockholder derivative lawsuit, making substantially identical allegations as the Francisco petition, was filed on behalf of nominal defendant Holdings in the District Court for Dallas County, Texas, 298th Judicial District on behalf of putative stockholder Mr. Cliff Bragdon in an action captioned Bragdon v. Reid-Anderson, et al., Case No. DC-20-08180 (298th Dist. Ct., Dallas Cty., Tex.) (the “Bragdon action”). On July 10, 2020, the court granted an agreed motion filed by the parties in the Francisco and Bragdon actions to consolidate cases, to accept service and an unopposed motion to appoint co-lead and liaison counsel, and to stay both the Francisco and Bragdon actions through resolution of the motion to dismiss the Electrical Workers litigation. The consolidated state derivative action is captioned In re Six Flags Entertainment Corp. Derivative Litigation, Case No. DC-20-06425 (160th Dist. Ct., Dallas Cty., Tex.). On September 8, 2020, the parties to the consolidated state derivative action filed an agreed motion to transfer the case from Dallas County to Tarrant County, which motion was so ordered on September 27, 2020. The consolidated action is now captioned In re Six Flags Ent. Corp. Deriv. Litig., No. 096-

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Notes to Consolidated Financial Statements

320958-20 (Tex. Dist. Ct., Tarrant Cty.). We believe that these complaints are without merit and intend to defend these lawsuits vigorously. However, there can be no assurance regarding the ultimate outcome of these lawsuits.

Wage and Hour Class Action Lawsuits

On March 8, 2016, certain plaintiffs filed a complaint against one of our subsidiaries in the Superior Court of Massachusetts, Suffolk County, on behalf of a purported class of current and former employees of Six Flags New England. The complaint alleges violations of Massachusetts law governing employee overtime and rest breaks, and seeks damages in the form of unpaid wages for overtime and meal breaks and related penalties. On November 12, 2020, the parties entered into a settlement agreement to resolve the lawsuit, for an immaterial amount, and preliminary approval was granted by the court on December 3, 2020.

On April 20, 2018, a complaint was filed against Holdings and Six Flags Concord, LLC in the Superior Court of Solano County, California, on behalf of a purported class of current and former employees of Six Flags Discovery Kingdom. On June 15, 2018, an amended complaint was filed adding Park Management Corp. as a defendant. The amended complaint alleges violations of California law governing, among other things, employee overtime, meal and rest breaks, wage statements, and seeks damages in the form of unpaid wages, and related penalties, and attorneys’ fees and costs. Following mediation on November 30, 2020, the parties agreed to a settlement in principle to resolve the lawsuit, for an immaterial amount. The settlement is subject to preliminary and final approval by the court.

On September 18, 2019, a complaint was filed against Magic Mountain LLC in the Superior Court of Los Angeles County, California, on behalf of a purported class of current and former employees of Six Flags Discovery Kingdom. An amended complaint was filed on November 24, 2019. On May 27, 2020, a copycat complaint was filed by the same law firm on behalf of a different named plaintiff alleging identical causes of action. The complaints allege violations of California law governing payment of wages, wage statements, and background checks, and seeks statutory damages under California law as well as under the Private Attorneys General Act, and attorneys’ fees costs. We intend to vigorously defend ourselves against this litigation. Since this litigation is in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss cannot be made.

On February 14, 2020, a complaint was filed against Magic Mountain, LLC in excessthe Superior Court of Los Angeles County, California, on behalf of a purported class of current and former employees of Six Flags Magic Mountain. The complaint alleges one cause of action for failure to furnish accurate, itemized wage statements in violation of California labor law, and seeks all applicable statutory penalties and attorneys’ fees and costs. Following mediation on January 13, 2021, the parties agreed to a settlement in principle to resolve the lawsuit, for an immaterial amount. The settlement is subject to preliminary and final approval by the court.

On February 20, 2020, a complaint was filed against Park Management Corp. in the Superior Court of Solano County, California, on behalf of a purported class of current and former employees of Six Flags Discovery Kingdom. The complaint alleges violations of California law governing payment of wages, wage statements, and background checks, and seeks statutory damages under California law and attorneys’ fees costs. We intend to vigorously defend ourselves against this litigation. Since this litigation is in an early stage, the outcome is currently not determinable and a reasonable estimate of loss or range of loss cannot be made.

COVID-19 Park Closure Lawsuits

Since COVID-19 began affecting the operations of our parks in mid-March 2020, 3 similar purported class action complaints were filed against Holdings or one of its subsidiaries in the United States District Court for the Central District of California on April 10, 2020, April 13, 2020, and April 21, 2020. These complaints allege that we, in violation of California law, charged members and season passholders while the parks were closed and did not provide refunds for the amounts charged. The complaints seek compensatory damages, punitive damages, restitution, and unspecified injunctive relief. On September 9, 2020, the parties agreed to a settlement in principle to resolve the lawsuits, for an immaterial amount, that we have recorded for this litigation cannot be made.which is subject to preliminary and final approval by the court.

Tax and other contingencies

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Notes to Consolidated Financial Statements


Tax and other contingencies

As of December 31, 20182020 and 2017,2019, we had a nominal amount of accrued liabilities for tax and other indemnification contingencies related to certain parks sold in previous years that could be recognized as recovery losses from discontinued operations in the future if such liabilities are not requested to be paid.

16. Leases

On January 1, 2019, we adopted Topic 842 using the modified retrospective approach on leases with terms extending past January 1, 2019. Results for reporting periods beginning after January 1, 2019, are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 840. As a result, we were not required to adjust our comparative period financial information for the effects of Topic 842 or make new lease disclosures for comparative prior periods before the date of adoption. See Note 2 (u. Leases) for additional information concerning our accounting policies and the election of certain practical expedients under Topic 842.

Upon adoption of Topic 842 on January 1, 2019, we recorded right-of-use assets and corresponding liabilities of $207.4 million and $204.3 million, respectively, with the impact primarily related to our leases of operating rights for theme park and waterpark properties and land. There was not a material impact to our consolidated statements of operations or statements of cash flows as a result of adoption of Topic 842.

We have operating leases for amusement parks, land, vehicles, machinery and certain equipment. Our leases have remaining lease terms of less than one year to 45 years, some of which include an option to extend the underlying leases for up to 20 years, and some of which include an option to terminate the underlying lease within one year. For our noncancelable operating leases with such options to extend, because we may determine it is not reasonably certain we will exercise the option, the options are not considered in determining the lease term, and associated potential option payments are excluded from lease payments. Our leases generally do not include restrictive financial or other covenants. Payments due under the lease contracts include fixed payments and, for certain of our leases, variable payments.

The components of lease cost for the year ended December 31, 2020 are as follows:

Year Ended

(Amounts in thousands)

December 31, 2020

    

December 31, 2019

Finance Lease Expense

Amortization of ROU assets

$

248

$

Interest on lease liabilities

31

Operating lease cost

24,166

    

24,890

Short-term lease cost

5,804

6,925

Variable lease cost

4,816

5,979

Total lease cost

$

35,065

$

37,794

Lease costs for the year ended December 31, 2020 and 2019 included minimum rental payments under operating leases recognized on a straight-line basis over the term of the lease. Rental expense for operating leases during the year ended December 31, 2018 was $29.3 million.

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Notes to Consolidated Financial Statements

Other information related to leases for the year ended December 31, 2020 and 2019 is as follows:

Year Ended

 

(Amounts in thousands, except for lease term and discount rate)

December 31, 2020

    

December 31, 2019

 

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows for operating leases

$

18,870

$

24,140

Financing cash flows for finance leases

490

Operating cash flows from finance leases

31

Operating Leases

ROU assets obtained in exchange for lease liabilities

7,774

 

4,808

Finance Leases

ROU assets obtained in exchange for lease liabilities

2,428

Additional information related to our operating leases for the year ended December 31, 2020 is as follows:

15.

Weighted average remaining lease term (in years)

18.83

Weighted average discount rate

6.95

%

Additional information related to our finance leases for the year ended December 31, 2020 is as follows:

Weighted average remaining lease term (in years)

3.59

Weighted average discount rate

3.81

%

The following tables set forth supplemental balance sheet information related to operating and finance leases as of December 31, 2020 and December 31, 2019:

Year Ended

(Amounts in thousands)

December 31, 2020

December 31, 2019

Operating Leases

Right of use assets, net

$

196,711

$

201,128

Short-term lease liabilities

13,727

10,709

Long-term lease liabilities

185,823

188,149

Total operating lease obligation

$

199,550

$

198,858

Finance Leases

Property and equipment, at cost

$

2,428

$

Accumulated depreciation

(248)

Total property and equipment, net

$

2,180

$

Short-term lease liabilities

$

327

$

Long-term lease liabilities

1,609

Total finance lease obligation

$

1,936

$

Maturities of noncancelable operating and finance lease liabilities under Topic 842 as of December 31, 2020 are summarized in the table below.

(Amounts in thousands)

As of December 31, 2020

Finance Leases

Operating Leases

2021

$

397

$

26,859

2022

651

 

22,326

2023

651

 

22,225

2024

384

 

20,473

2025

 

18,388

Thereafter

 

261,746

Total

$

2,083

$

372,017

Less: present value discount

(147)

 

(172,467)

Lease liability

$

1,936

$

199,550

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements

Practical Expedients

We have elected the package of practical expedients for adoption of Topic 842 permitted under the transition guidance within the standard, which among other things allows us to carry forward historical lease classification, indirect costs and the original determination of whether or not a contract contained a lease.

We have elected the practical expedient to not separate a qualifying lease into its lease and non-lease components.

17.

Business Segments

We manage our operations on an individual park location basis, including operations from parks owned, managed and branded. Discrete financial information is maintained for each park and provided to our corporate management for review and as a basis for decision making. The primary performance measures used to allocate resources is Park EBITDA (defined as park-related operating earnings, excluding the impact of interest, taxes, depreciation, amortization and any other non-cash income or expenditures). PrimarilySubstantially all of our parks provide similar products and services through a similar process to the same class of customer through a consistent method. We also believe that the parks share common economic characteristics. Based on these factors, we have only one1 reportable segment - parks.

The following table presents segment financial information and a reconciliation of net (loss) income to Park EBITDA. Park level expenses exclude all non-cash operating expenses, principally depreciation and amortization and all non-operating expenses.

 Year Ended December 31,
(Amounts in thousands)2018 2017 2016
Net income$316,003
 $313,026
 $156,727
Interest expense, net107,243
 99,010
 81,872
Income tax expense95,855
 16,026
 76,539
Depreciation and amortization115,693
 111,671
 106,893
Corporate expenses48,679
 52,105
 51,435
Stock-based compensation(46,684) (22,697) 116,339
Non-operating park level expense, net:     
Loss on disposal of assets1,879
 3,959
 1,968
Loss on debt extinguishment, net
 37,116
 2,935
Other expense, net3,508
 271
 1,684
Park EBITDA$642,176
 $610,487
 $596,392

Year Ended December 31, 

(Amounts in thousands)

2020

2019

2018

Net (loss) income

 

$

(382,092)

 

$

219,818

 

$

316,003

Interest expense, net

 

154,723

 

113,302

 

107,243

Income tax (benefit) expense

 

(140,967)

 

91,942

 

95,855

Depreciation and amortization

 

120,173

 

118,230

 

115,693

Corporate expenses (excluding stock-based compensation)

 

47,732

 

54,301

 

48,679

Stock-based compensation

 

19,530

 

13,274

 

(46,684)

Non-operating park level expense, net:

Loss on disposal of assets

 

7,689

 

2,162

 

1,879

Loss on debt extinguishment, net

 

6,106

 

6,484

 

0

Other expense, net

 

24,993

 

2,542

 

3,508

Park EBITDA

 

$

(142,113)

 

$

622,055

 

$

642,176

All of our owned or managed parks are located in the United States with the exception of two2 parks in Mexico and one1 park in Montreal, Canada. We also have revenue and expenses related to the development of Six Flags-branded parks outside of North America. The following information reflects our long-lived assets (which consists of property and equipment, intangible assets and intangibleright-of-use assets), revenues and (loss) income before income taxes by domestic and foreign categories as of or for the years ended December 31, 2018, 20172020, 2019 and 2016:2018:

    

Domestic

    

Foreign

    

Total

As of or for the year ended December 31, 2020

Long-lived assets

 

$

2,317,009

 

$

134,805

 

$

2,451,814

Revenues

 

334,713

 

21,862

 

356,575

Loss before income taxes

 

(487,594)

 

(35,464)

 

(523,059)

As of or for the year ended December 31, 2019

Long-lived assets

 

$

2,347,578

 

$

142,376

 

$

2,489,954

Revenues

 

1,370,367

 

117,216

 

1,487,583

Income before income taxes

 

297,752

 

14,008

 

311,760

As of or for the year ended December 31, 2018

Long-lived assets

 

$

2,160,970

 

$

101,359

 

$

2,262,329

Revenues

 

1,335,787

 

127,920

 

1,463,707

Income before income taxes

 

383,875

 

27,983

 

411,858

103

(Amounts in thousands)Domestic Foreign Total
As of or for the year ended December 31, 2018     
Long-lived assets$2,160,970
 $101,359
 $2,262,329
Revenues1,335,787
 127,920
 1,463,707
Income before income taxes383,875
 27,983
 411,858
As of or for the year ended December 31, 2017     
Long-lived assets$2,121,157
 $98,635
 $2,219,792
Revenues1,240,018
 119,056
 1,359,074
Income before income taxes301,322
 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
Revenues1,205,235
 114,163
 1,319,398
Income before income taxes216,205
 17,061
 233,266

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SIX FLAGS ENTERTAINMENT CORPORATION

Notes to Consolidated Financial Statements


18.

16.

Quarterly Financial Information (Unaudited)

Following is a summary of the unaudited interim results of operations for the years ended December 31, 2018, 20172020 and 2016:

 Year Ended December 31, 2018
(Amounts in thousands)
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenue$128,964
 $445,420
 $619,820
 $269,503
Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders(62,345) 74,502
 184,417
 79,422
Net (loss) income per weighted average common share outstanding:       
Basic$(0.74) $0.89
 $2.19
 $0.94
Diluted(0.74) 0.88
 2.16
 0.93
 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
2019:

Year Ended December 31, 2020

First

Second

Third

Fourth

(Amounts in thousands)

    

Quarter

    

Quarter

    

Quarter

    

Quarter

Total revenue

 

$

102,503

 

$

19,143

 

$

126,327

 

$

108,602

(Loss) before income taxes

(106,595)

(171,911)

(131,771)

(112,782)

Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders

 

(84,546)

 

(136,894)

 

(116,172)

 

(85,768)

Net (loss) income per weighted average common share outstanding:

Basic

 

$

(1.00)

 

$

(1.62)

 

$

(1.37)

 

$

(1.00)

Diluted

 

(1.00)

 

(1.62)

 

(1.37)

 

(1.00)

Year Ended December 31, 2019

First

Second

Third

Fourth

(Amounts in thousands)

    

Quarter

    

Quarter

    

Quarter

    

Quarter

Total revenue

 

$

128,193

 

$

477,210

 

$

621,180

 

$

261,000

(Loss) income before income taxes

(93,789)

133,571

261,835

10,143

Net (loss) income attributable to Six Flags Entertainment Corporation common stockholders

 

(69,132)

 

79,519

 

179,833

 

(11,155)

Net (loss) income per weighted average common share outstanding:

Basic

 

$

(0.82)

 

$

0.94

 

$

2.13

 

$

(0.13)

Diluted

 

(0.82)

 

0.94

 

2.11

 

(0.13)

We operate a seasonal business. In particular, our theme park and waterpark operations contribute most of their annual revenue during the period from Memorial Day to Labor Day each year.

During the second and third quarter of 2017, it was determined that achieving the Modified EBITDA performance target related to the 2017 Performance Award would be difficult due to adverse weather and natural disasters experienced during the summer months of 2017, but late achievement of the 2017 Performance Award target was probable by the end of 2018. As a result, we recorded a reversal to stock-based compensation expense related to this award in the second and third quarters of 2017 of $27.9 million and $45.0 million, respectively, to reflect partial achievement of the 2017 Performance Award. The 2017 Performance Award provided for late achievement of the Modified EBITDA performance target in 2018, which did not occur. As a result, we recorded a reversal to stock-based compensation expense of $81.7 million in the fourth quarter of 2018 related to the 2017 Performance Award. Refer to Note 9 for further discussion.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our independent registered public accounting firm on any matter of accounting principles or practices or financial statement disclosure.

ITEM 9A.

CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation, as of December 31, 2018,2020, of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15(d)-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer


concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Management's

Management’s Report on Internal Control Over Financial Reporting

Management's

Management’s Report on Internal Control Over Financial Reporting included in Item 8 of this Annual Report is incorporated by reference herein.

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Notes to Consolidated Financial Statements

Attestation Report of Registered Public Accounting Firm

KPMG LLP’s Attestation Report included in Item 8 of this Annual Report is incorporated by reference herein.

Changes in Internal Control Over Financial Reporting During the Quarter Ended December 31, 2018

2020

There were no changes in our internal control over financial reporting, as such term is defined under Rule 13a-15(f) or 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, as amended, that occurred during our fiscal quarter ended December 31, 20182020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

The Six Flags Entertainment Corporation Supplemental 401(k) Plan was amended and restated effective January 1, 2021 including to eliminate a fixed employer contribution rate. The Six Flags Entertainment Corporation Amended and Restated Supplemental 401(k) Plan is attached as an exhibit to this Annual Report.

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ITEM 9B.OTHER INFORMATION
None.

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item regarding our executive officers is provided in "Item 1. Business — Executive Officers and Certain Significant Employees" of this Annual Report. The information required by this item concerning our directors, compliance with Section 16 of the Exchange Act, our codecodes of ethics and other corporate governance information is incorporated by reference to the information set forth in the sections entitled "Proposal 1: Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance"Directors" and "Corporate Governance" in our Proxy Statement for our 20192021 annual meeting of stockholders to be filed with the SEC not later than 120 days after the fiscal year ended December 31, 20182020 (the "2019"2021 Proxy Statement").

ITEM 11.EXECUTIVE COMPENSATION

ITEM 11.EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the information set forth in the sections entitled "2018"2020 Non-Employee Director Compensation," "Executive Compensation," "Corporate Governance"Governance," “Compensation Committee Interlocks and Insider Participation,” and "Compensation Committee Report" in the 20192021 Proxy Statement.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item concerning security ownership of certain beneficial owners and management is incorporated by reference to the information set forth in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in the 20192021 Proxy Statement.

Equity Compensation Plan Information

The following table contains information as of December 31, 20182020 regarding shares of common stock that may be issued under equity compensation plans approved by our stockholders (Employee Stock Purchase Plan and Long-Term Incentive Plan).


(a)

(b)

(c)

 

Number of securities

Weighted-average

Number of securities

 

to be

exercise price of

remaining available

 

issued upon exercise

outstanding

for future issuance

 

of outstanding options,

options, warrants

under equity

 

Plan Category

    

warrants and rights

    

and rights

    

compensation plans

 

Equity compensation plans approved by security holders

 

4,797,000

(1)  

$

52.42

(2)  

5,954,000

(3)

Equity compensation plans not approved by security holders

 

N/A

  

 

N/A

  

N/A

Total

 

4,797,000

$

52.42

 

5,954,000

Plan Category
(a)
Number of securities
to be
issued upon exercise
of outstanding options,
warrants and rights
 
(b)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
 
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
 
Equity compensation plans approved by security holders5,380,000
(1) 
$50.60
(2) 
6,788,000
(3) 
Equity compensation plans not approved by security holdersN/A
 N/A
 N/A
 
Total5,380,000
 $50.60
 6,788,000
 

(1)Excludes restricted stock units outstanding under the Company'sCompany’s Long-Term Incentive Plan and rights outstanding under the Company'sCompany’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'sCompany’s Employee Stock Purchase Plan.
(2)The determination of the weighted-average exercise price excludes outstanding rights under the Company'sCompany’s Employee Stock Purchase Plan and restricted stock units under the Company'sCompany’s Long-Term Incentive Plan.
(3)
Consists of 1,702,0004,375,000 shares reserved for issuance under the Company'sCompany’s Employee Stock Purchase Plan and 5,086,0005,954,000 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.

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ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to the information set forth in the sections entitled "Transactions with Related Persons" and "Corporate Governance Independence" in the 20192021 Proxy Statement.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference to the information set forth in the section entitled "Audit, Audit-Related, and Tax Fees" in the 20192021 Proxy Statement.


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PART IV
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

PART IV

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) and (2) Financial Statements and Financial Statement Schedules

The following consolidated financial statements of Six Flags Entertainment Corporation and its subsidiaries, the notes thereto, the related report thereon of the independent registered public accounting firm, and financial statement schedules are filed under Item 8 of this Annual Report:

Certain schedules for which provision is made in the applicable accounting regulations of the SEC have been omitted because they either are not required under the related instructions, are inapplicable, or the required information is shown in the financial statements or notes thereto.

(a)(3) Exhibits

Exhibit
Number

Exhibit Description

Exhibit
Number

3.1

Exhibit Description

3.2


108

4.9

Indenture, dated as of April 13, 2017.

4.11

*

Description of Securities.

10.1

Subordinated Indemnity Agreement, dated February 9, 1998 among Registrant, the subsidiaries of Registrant named therein, Time Warner Inc., the subsidiaries of Time Warner Inc. named therein, Six Flags Entertainment Corporation and the subsidiaries of Six Flags Entertainment Corporation named therein—incorporated by reference from Exhibit 2(b) to Registrant'sRegistrant’s Registration Statement on Form S-3 (No. 333-45859) declared effective on March 26, 1998.

*

10.10

*


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10.12

*


*


10.22

†*

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Table of Contents

10.29

Second Amended and Restated Guarantee and Collateral Agreement, dated as of April 17, 2019, among the Company, SFO and SFTP, the other grantors party thereto, and Wells Fargo Bank, National Association, as administrative agent—incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on April 17, 2019.

10.30

First Incremental Amendment to Second Amended and Restated Credit Agreement, dated as of April 8, 2020, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the Subsidiary Guarantors (as defined therein) from time to timeother subsidiary guarantors party thereto, the Lenders (as defined therein) from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent—agent, and the revolving credit lenders party thereto─incorporated by reference to Exhibit 10.1 to Registrant's QuarterlyRegistrant’s Current Report on Form 10-Q8-K (File No. 001-13703) filed on April 25, 2018.8, 2020.

10.32

Second Amendment to Second Amended and Restated Credit Agreement, dated as of April 22, 2020, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the other subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the revolving credit lenders party thereto─incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on April 23, 2020.

10.33

Third Amendment to Second Amended and Restated Credit Agreement, dated as of August 26, 2020, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the other subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto─incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on August 26, 2020.

10.34

Consent to Second Amended and Restated Credit Agreement, dated as of December 28, 2020, among Six Flags Entertainment Corporation, Six Flags Operations Inc., Six Flags Theme Parks Inc., the other subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto─incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on December 28, 2020.

10.35

Employment Agreement, dated as of October 24, 2019, by and between Michael Spanos and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on October 24, 2019.

10.36

Cooperation Agreement, dated as of January 30, 2020, by and among Six Flags Entertainment Corporation and H Partners Management, LLC and certain of its affiliates—incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on January 31, 2020.

10.37

Amendment No. 1 to Employment Agreement, dated as of February 18, 2020, by and between Michael Spanos and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.51 to Registrant’s Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2020.

10.38

Transition and Retirement Agreement, dated as of February 19, 2020, by and between Marshall Barber and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.52 to Registrant’s Annual Report on Form 10-K (File No. 001-13703) for the year ended December 31, 2020.

10.39

Employment Agreement, dated as of February 21, 2020, by and between Laura Doerre and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on February 25, 2020.

10.40

Employment Agreement, dated as of June 21, 2020, by and between Sandeep Reddy and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on June 24, 2020.

10.41

Amended and Restated Employment Agreement, dated as of July 23, 2020, by and between Laura Doerre and Six Flags Entertainment Corporation—incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K (File No. 001-13703) filed on August 27, 2020.

10.42

Form of Amendment to Employment Agreement for Executive Officers—incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q (File No. 001-13703) filed on April 25, 2018.30, 2020.

*

*

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*

*

*

*

*

101.INS

101

**

XBRL Instance Document

The following financial statements and footnotes from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Inline XBRL: (i) the Audited Consolidated Balance Sheets, (ii) the Audited Consolidated Statements of Operations, (iii) the Audited Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Deficit, (v) the Audited Statements of Cash Flow, and (vi) related Notes to the Consolidated Financial Statements.

101.SCH

104

**

XBRL Taxonomy Extension Schema Document

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in Inline XBRL.


*

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

(b)Exhibits
(b) Exhibits

See Item 15(a)(3) above.

Neither Six Flags Entertainment Corporation, nor any of its consolidated subsidiaries, has outstanding any instrument with respect to its long-term debt, other than those filed as an exhibit to this Annual Report, under which the total amount of securities authorized exceeds 10% of the total assets of Six Flags Entertainment Corporation and its subsidiaries on a consolidated basis. Six Flags Entertainment Corporation hereby agrees to furnish to the SEC, upon request, a copy of each instrument that defines the rights of holders of such long-term debt that is not filed or incorporated by reference as an exhibit to this Annual Report.

Six Flags Entertainment Corporation will furnish any exhibit upon the payment of a reasonable fee, which fee will be limited to Six Flags Entertainment Corporation'sCorporation’s reasonable expenses in furnishing such exhibit.


112

SIGNATURES

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 19, 2019

25, 2021

SIX FLAGS ENTERTAINMENT CORPORATION

By:/s/ James Reid-Anderson

By:

/s/ MICHAEL SPANOS

James Reid-Anderson
Chairman,

Michael Spanos
President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the following capacities on the dates indicated.

Signature

Title

Date

SignatureTitleDate

/s/ JAMES REID-ANDERSONMICHAEL SPANOS

Chairman of the Board,

President and Chief Executive Officer

(Principal Executive Officer)

February 19, 201925, 2021

James Reid-Anderson

Michael Spanos

/s/ MARSHALL BARBERSANDEEP REDDY

Executive Vice President and Chief Financial Officer


(Principal Financial Officer)

February 19, 201925, 2021

Marshall Barber

Sandeep Reddy

/s/ TAYLOR BROOKS

Vice President and Chief Accounting Officer


(Principal Accounting Officer)

February 19, 201925, 2021

Taylor Brooks

/s/ SELIM BASSOUL

Non-Executive Chairman

February 25, 2021

Selim Bassoul

/s/ BEN BALDANZA

Director

February 25, 2021

Ben Baldanza

/s/ ESI EGGLESTON BRACEY

Director

February 25, 2021

Esi Eggleston Bracey

/s/ KURT CELLAR

Director

Director

February 19, 201925, 2021

Kurt Cellar

/s/ NANCY A. KREJSA

Director

Director

February 19, 201925, 2021

Nancy A. Krejsa

113

Table of Contents

/s/ ENRIQUE RAMIREZ MENA

Director

February 25, 2021

/s/ JON L. LUTHER

Enrique Ramirez Mena

Director

February 19, 2019

Jon L. Luther

/s/ USMAN NABIDirectorFebruary 19, 2019
Usman Nabi
/s/ STEPHEN D. OWENSDirectorFebruary 19, 2019
Stephen D. Owens

/s/ RICHARD W. ROEDEL

Director

Director

February 19, 201925, 2021

Richard W. Roedel

/s/ ARIK RUCHIM

Director

February 25, 2021

Arik Ruchim


114