10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended March 31, 2020 or

☐ 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

Six Flags Entertainment Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	13-3995059 (I.R.S. Employer Identification No.)
924 Avenue J East, Grand Prairie, TX  75050 (Address of Principal Executive Offices, Including Zip Code)	(972) 595-5000 (Registrant’s Telephone Number, Including Area Code)

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, $0.025 par value per share	SIX	New York Stock Exchange

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 ⌧  No ◻

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 ⌧  No ◻

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

Large Accelerated Filer¹ ⌧ Accelerated Filer ◻ Non-accelerated Filer ◻ Smaller Reporting Company ☐ Emerging Growth Company ☐

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. ◻

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  At April 27, 2020, Six Flags Entertainment Corporation had 84,686,501 outstanding shares of common stock, par value $0.025 per share.

SIX FLAGS ENTERTAINMENT CORPORATION

FORM 10-Q

INDEX

Cautionary Note Regarding Forward-Looking Statements		1
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019	3
	Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2020 and 2019	4
	Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the Three Months Ended March 31, 2020 and 2019	5
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) for the Three Months Ended March 31, 2020 and 2019	6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2020 and 2019	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	40
Signatures		41

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10 Q (this "Quarterly Report") and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding (i) the timing and conditions under which we may reopen some or all of our parks, (ii) the operation of our parks in light of the COVID-19 pandemic following their anticipated reopening, (iii) 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, (iv) our ability to modify the timing of certain contractual payments owed, (v) the extent to which having parks in many geographical locations protects our consolidated results against the effects of adverse weather and other events, (vi) our ability to obtain additional financing, (vii) our expectations regarding future interest payments, (viii) our expectations regarding the effect of certain accounting pronouncements, (ix) our expectations regarding the cost or outcome of any litigation or other disputes and (x) our annual income tax liability and the availability of net operating loss carryforwards and other tax benefits. 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 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, among others, the following:

• factors impacting attendance, such as local conditions, contagious diseases, including COVID-19, 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 COVID-19, including with respect to business operations, safety protocols and public gatherings;

• 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 goals;

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

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

• economic conditions (including customer spending patterns);

• changes in public and consumer tastes;

• construction delays in capital improvements or ride downtime;

• competition with other theme parks and entertainment alternatives;

• dependence on a seasonal workforce;

• unionization activities and labor disputes;

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

• environmental laws and regulations;

• laws and regulations affecting corporate taxation;

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

• cyber security risks; and

• other factors or uncertainties described in "Item 1A. Risk Factors" set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Annual Report") and in this Quarterly Report.

A more complete discussion of these factors and other risks applicable to our business is contained in "Part I, Item 1A. Risk Factors" of the 2019 Annual Report and in this Quarterly Report. All forward-looking statements in this

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Quarterly Report, or that are made on our behalf by our directors, officers or employees related to the information contained herein, apply only as of the date of this Quarterly Report or as of the date they were made. While we believe that the expectations reflected in such forward-looking statements are reasonable, we make no assurance that such expectations will be realized and actual results could vary materially. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation, except as required by applicable law, to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.

Available Information

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

*             *             *             *             *

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

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

	As of
	March 31, 2020		December 31, 2019
(Amounts in thousands, except share data)	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	22,811	$	174,179
Accounts receivable, net		71,558		108,679
Inventories		42,397		32,951
Prepaid expenses and other current assets		79,496		60,431
Total current assets		216,262		376,240
Property and equipment, net:
Property and equipment, at cost		2,364,872		2,345,283
Accumulated depreciation		(1,073,198)		(1,061,287)
Total property and equipment, net		1,291,674		1,283,996
Other assets:
Right-of-use operating leases, net		194,519		201,128
Debt issuance costs		3,413		3,624
Deposits and other assets		10,452		12,722
Goodwill		659,618		659,618
Intangible assets, net of accumulated amortization of $23,824 and $23,224 as of March 31, 2020 and December 31, 2019, respectively		344,611		345,212
Total other assets		1,212,613		1,222,304
Total assets	$	2,720,549	$	2,882,540
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	48,994	$	32,904
Accrued compensation, payroll taxes and benefits		11,660		19,556
Accrued insurance reserves		33,223		35,376
Accrued interest payable		20,413		26,128
Other accrued liabilities		63,114		63,019
Deferred revenue		149,111		144,040
Short-term borrowings		40,000		—
Current portion of long-term debt		8,000		8,000
Short-term operating lease liabilities		10,490		10,709
Total current liabilities		385,005		339,732
Noncurrent liabilities:
Long-term debt		2,215,794		2,266,884
Long-term operating lease liabilities		186,062		188,149
Other long-term liabilities		43,238		27,514
Deferred income taxes		214,038		247,121
Total noncurrent liabilities		2,659,132		2,729,668
Total liabilities		3,044,137		3,069,400
Redeemable noncontrolling interests		529,276		529,258
Stockholders' deficit:
Preferred stock, $1.00 par value		—		—
Common stock, $0.025 par value, 280,000,000 shares authorized; 84,666,505 and 84,633,845 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		2,116		2,116
Capital in excess of par value		1,070,900		1,066,223
Accumulated deficit		(1,815,457)		(1,709,747)
Accumulated other comprehensive loss, net of tax		(110,423)		(74,710)
Total stockholders' deficit		(852,864)		(716,118)
Total liabilities and stockholders' deficit	$	2,720,549	$	2,882,540

See accompanying notes to unaudited condensed consolidated financial statements.

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SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
(Amounts in thousands, except per share data)	March 31, 2020		March 31, 2019
Park admissions	$	59,806	$	66,080
Park food, merchandise and other		29,806		38,978
Sponsorship, international agreements and accommodations		12,891		23,135
Total revenues		102,503		128,193
Operating expenses (excluding depreciation and amortization shown separately below)		105,864		114,522
Selling, general and administrative expenses (including stock-based compensation of $4,280 and $3,891 in 2020 and 2019, respectively, and excluding depreciation and amortization shown separately below)		36,190		40,110
Costs of products sold		7,760		10,275
Other net periodic pension benefit		(996)		(1,055)
Depreciation		30,063		28,470
Amortization		601		603
(Gain) loss on disposal of assets		(120)		1,136
Interest expense		27,486		28,630
Interest income		(329)		(282)
Loss on debt extinguishment		1,019		—
Other expense (income), net		1,560		(427)
Loss before income taxes		(106,595)		(93,789)
Income tax benefit		(22,049)		(24,657)
Net loss	$	(84,546)	$	(69,132)
Weighted-average common shares outstanding - basic and diluted:		84,656		84,126
Net loss per average common share outstanding - basic and diluted:	$	(1.00)	$	(0.82)
Cash dividends declared per common share	$	0.25	$	0.82

See accompanying notes to unaudited condensed consolidated financial statements.

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SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Net loss	$	(84,546)	$	(69,132)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment (1)		(14,198)		1,089
Defined benefit retirement plan (2)		193		143
Change in cash flow hedging (3)		(21,708)		—
Other comprehensive (loss) income, net of tax		(35,713)		1,232
Comprehensive loss	$	(120,259)	$	(67,900)

(1)  Foreign currency translation adjustment is presented net of tax benefit of $3.8 million for the three months ended March 31, 2020, and tax expense of $0.3 million for the three months ended March 31, 2019.

(2)  Defined benefit retirement plan is presented net of tax expense of $0.1 million for the three months ended March 31, 2020, and nominal tax expense for the three months ended March 31, 2019.

(3)  Change in cash flow hedging is presented net of tax benefit of $7.2 million for the three months ended March 31, 2020.

See accompanying notes to unaudited condensed consolidated financial statements.

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SIX FLAGS ENTERTAINMENT CORPORATION

Consolidated Statements of Stockholders’ Deficit

(Unaudited)

								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, 2018	83,962,182	$	2,099	$	1,037,640	$	(1,611,334)	$	(71,498)	$	(643,093)
Issuance of common stock	283,825		7		10,851		—		—		10,858
Stock-based compensation	—		—		3,891		—		—		3,891
Dividends declared to common shareholders	—		—		—		(68,934)		—		(68,934)
Repurchase of common stock	(67)		—		(4)		—		—		(4)
Net loss	—		—		—		(69,132)		—		(69,132)
Net other comprehensive income, net of tax	—		—		—		—		1,232		1,232
Balances at March 31, 2019	84,245,940	$	2,106	$	1,052,378	$	(1,749,400)	$	(70,266)	$	(765,182)

								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, 2019	84,633,845	$	2,116	$	1,066,223	$	(1,709,747)	$	(74,710)	$	(716,118)
Issuance of common stock	32,788		1		421		—		—		422
Stock-based compensation	—		—		4,280		—		—		4,280
Dividends declared to common shareholders	—		—		—		(21,164)		—		(21,164)
Repurchase of common stock	(155)		—		(6)		—		—		(6)
Employee stock purchase plan	27		(1)		—		—		—		(1)
Change in redemption value of partnership units	—		—		(18)		—		—		(18)
Net loss	—		—		—		(84,546)		—		(84,546)
Net other comprehensive loss, net of tax	—		—		—		—		(35,713)		(35,713)
Balances at March 31, 2020	84,666,505	$	2,116	$	1,070,900	$	(1,815,457)	$	(110,423)	$	(852,864)

See accompanying notes to unaudited condensed consolidated financial statements.

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SIX FLAGS ENTERTAINMENT CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Cash flows from operating activities:
Net loss	$	(84,546)	$	(69,132)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		30,664		29,073
Stock-based compensation		4,280		3,891
Interest accretion on notes payable		320		338
Loss on debt extinguishment		1,019		—
Amortization of debt issuance costs		856		1,007
Other, including (gain) loss on disposal of assets		1,546		1,053
Decrease in accounts receivable		35,159		22,544
Increase in inventories, prepaid expenses and other current assets		(30,794)		(27,147)
Decrease in deposits and other assets		2,208		534
Decrease in ROU operating leases		2,437		3,823
Increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities		1,223		22,655
Increase (decrease) in operating lease liabilities		2,204		(836)
Decrease in accrued interest payable		(5,715)		(4,422)
Deferred income taxes		(21,248)		(24,204)
Net cash used in operating activities		(60,387)		(40,823)
Cash flows from investing activities:
Additions to property and equipment		(53,458)		(48,083)
Property insurance recoveries		2,042		624
Net cash used in investing activities		(51,416)		(47,459)
Cash flows from financing activities:
Repayment of borrowings		(117,510)		(25,000)
Proceeds from borrowings		105,000		147,000
Payment of cash dividends		(21,367)		(69,093)
Proceeds from issuance of common stock		421		10,858
Stock repurchases		(6)		(4)
Net cash (used in) provided by financing activities		(33,462)		63,761
Effect of exchange rate on cash		(6,103)		347
Net decrease in cash and cash equivalents		(151,368)		(24,174)
Cash and cash equivalents at beginning of period		174,179		44,608
Cash and cash equivalents at end of period	$	22,811	$	20,434
Supplemental cash flow information
Cash paid for interest	$	31,987	$	31,708
Cash paid for income taxes	$	1,959	$	5,310

See accompanying notes to unaudited condensed consolidated financial statements.

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1.  General — Basis of Presentation

We own and operate regional theme parks and waterparks. 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 the 26 parks we owned or operated as of March 31, 2020, 23 parks are located in the United States, two are located in Mexico and one is located in Montreal, Canada.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the SEC.

"Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" contains a discussion of our results of operations and our financial position and should be read in conjunction with the unaudited condensed consolidated financial statements and notes. The 2019 Annual Report includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this Quarterly Report. The information furnished in this Quarterly Report reflects all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.

Results for the three months ended March 31, 2020, are not indicative of the results expected for the full year. In particular, our park operations contribute more than half of their annual revenue during the period from Memorial Day to Labor Day each year, while expenses are incurred year-round.

COVID-19 Considerations

In March 2020, COVID-19, a disease caused by a novel strain of the coronavirus, was characterized as a pandemic by the World Health Organization. The rapid spread of COVID-19 has resulted in authorities around the world implementing numerous measures to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, a material negative impact on our business. The duration and intensity of this global health emergency and related disruptions is uncertain.

On March 13, 2020, we temporarily suspended operations of all of our theme parks and waterparks due to the COVID-19 pandemic. We continue to monitor government guidelines and requirements in each geographic region in which we operate and we will resume operations on a park-by-park basis as soon as possible based on local conditions. In response to the uncertainty caused by the crisis, we took several actions after we suspended operations to increase our liquidity position and to prepare for multiple contingencies. We are currently generating minimal revenue from our parks.

Effective April 6, 2020, we reduced the base salaries of executive officers and full-time salaried employees by 25% and reduced scheduled hours for full-time hourly workers by 25%, to 30 hours per week, subject to federal and state minimums.

A significant portion of our revenue decline will be offset by cost saving measures that we implemented upon the suspension of park operations. Among these measures, we have reduced almost all of our seasonal labor until the parks reopen. We have also suspended all advertising and marketing costs and intend to eliminate $30 - $40 million of additional non-labor operating costs in 2020, including the deferral of $20 million of increased investments we had planned to improve the guest experience. In addition, we plan to defer or eliminate $40 - $50 million in our discretionary capital projects planned for 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; however, if suspension of operations lasts through the end of 2021, we will likely require additional covenant relief under the Second Amended and Restated

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Credit Facility. In addition to cutting expenses and capital expenditures, in April 2020 we increased the revolving credit commitments to 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. See Note 12, Subsequent Events, for more information on these transactions.

COVID-19 continues to present material uncertainty and risk with respect to our performance and financial results, including the ability to reopen our parks to guests. The extent to which COVID-19 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.

a.  Consolidated U.S. GAAP Presentation

Our accounting policies reflect industry practices and conform to U.S. GAAP.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of the Partnership Parks that most significantly impact their economic performance and we have the obligation to absorb losses and receive benefits from the Partnership Parks 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 unaudited condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 6 for a description of the partnership agreements applicable to the Partnership Parks and Note 8 for further discussion on the non-affiliated parties’ share of the earnings of the Partnership Parks.

b.  Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $132.2 million and $130.6 million as of March 31, 2020 and December 31, 2019, respectively, due to uncertainties related to our ability to use some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to use all of our federal net operating loss carryforwards before they expire.

In determining the effective tax rate for interim periods, we consider the expected changes in our valuation allowance from current year originating or reversing timing differences between financial accounting and tax purposes and the taxable income or loss expected for the current year. For interim periods, we also account for the tax effect of significant non-recurring items in the period in which they occur as well as changes in the valuation allowance relating to a change in the assessment of the probability of utilization of the deferred income tax assets.

Our liability for income taxes is finalized as auditable tax years pass their respective statutes of limitations in the various jurisdictions in which we are subject to tax. However, taxing authorities of 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 Company and its predecessors for the purpose of adjusting net operating loss carryforwards to years for which the statute of limitations has not closed.

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We classify interest and penalties attributable to income taxes as part of income tax expense. As of March 31, 2020 and December 31, 2019, we had no recorded amounts for accrued interest or penalties.

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

c. Goodwill and Intangibles

Goodwill and intangible assets with indefinite lives are tested for impairment annually, 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.

As of March 31, 2020, the fair value of the single reporting unit exceeded our carrying amount. We have one reporting unit at the same level for which Holdings common stock is traded and we believe our market capitalization is the best indicator of our reporting unit’s fair value. At March 31, 2020, we determined that it is not more likely than not that the fair value of our intangible assets were less than their carrying amounts and there were no triggering events.

d.  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 comparing the carrying amount of the asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We determined that our long-lived assets were recoverable as of March 31, 2020.

e.  Earnings Per Common Share

Basic earnings per common share is computed by dividing net income attributable to Holdings’ common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to Holdings’ common stockholders by the weighted average number of common shares outstanding during the period, 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.

We incurred a net loss for the three months ended March 31, 2020 and March 31, 2019, therefore, diluted shares outstanding equaled basic shares outstanding for the purposes of determining loss per common share. The computation of diluted earnings per share excluded the effect of 5,907,000 and 5,083,000 antidilutive stock options for the three months ended March 31, 2020 and March 31, 2019, respectively.

f. Derivative Instruments and Hedging Activities

We recognize all derivatives as either assets or liabilities on 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.

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

Changes in the fair value of interest rate derivatives that are effective and that are designated and qualify as cash flow hedges are recorded in “Other comprehensive loss” until operations are affected by the variability in cash flows of the designated hedged item, at which point they are reclassified to “interest expense”. Changes in the fair value of derivatives that do not qualify for hedge accounting or that are de-designated are recorded in “Other expense (income), net” in the unaudited condensed consolidated statements of operations.

g.  Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. 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 U.S. GAAP.

We use the following methods and assumptions 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. See Note 3 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 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 5 for additional information on our derivative instruments and related Company policies.

h.  Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates.

We recognize the fair value of each grant as compensation expense on a straight-line basis over the vesting period using the graded vesting terms of the respective grant. The fair value of stock option grants is estimated using the Black-Scholes option pricing valuation model. The fair value of stock, restricted stock units and restricted stock awards is the quoted market price of Holdings’ common stock on the date of grant.

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During the three months ended March 31, 2020 and 2019, stock-based compensation expense consisted of the following:

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Long-Term Incentive Plan	$	4,205	$	3,816
Employee Stock Purchase Plan		75		75
Total Stock-Based Compensation	$	4,280	$	3,891

i.  Revenue Recognition

We account for revenue from contracts with customers 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 condensed 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 guests visit our parks. In contrast to our season pass and other multi-use offerings (such as our all season dining pass program, which enables season passholders 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 whenever 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. 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. As of March 31, 2020, deferred revenue was primarily comprised of (i) unredeemed season pass and all season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program and member dining program that will be recognized in 2020 and 2021, and (iv) payments received from our international development partner in excess of revenue recognized.

We have entered into international agreements to assist a third party in the planning, design, development and operation of a Six Flags-branded park outside of North America. These agreements typically consist of a brand licensing agreement, project services agreement, and management services agreement. We treat these agreements as one contract because they were negotiated with a single commercial objective. We have identified three distinct promises within the agreement with the 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.

Our contracts with customers may include 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 prices charged to customers. 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.

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j.  Leases

We or certain of our subsidiaries are a lessee in various noncancelable operating leases, primarily for operating rights to amusement parks, land, office space, warehouses, office equipment and machinery. See Note 7 for additional information. 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.

For our operating 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. We discount our unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, our 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 condensed 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 condensed 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 condensed 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 review ROU assets for impairment upon occurrence of events or changes in circumstances that would indicate the carrying value of the assets may not be recoverable. We 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 condensed consolidated statements of operations.

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k.  Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, such as season passes and the membership program. We are not exposed to a significant concentration of credit risk; however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of March 31, 2020 and December 31, 2019, we have recorded an allowance for doubtful accounts of $7.6 million and $8.3 million, respectively, which is primarily comprised of estimated payment defaults under our membership program. To the extent that payments under our membership program have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership program is offset with a corresponding reduction in deferred revenue.

l.  Recently Adopted Accounting Pronouncements

On January 1, 2020, we adopted Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments, (“Topic 326”). The standard 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 probable threshold is met. Topic 326 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years. Our adoption of Topic 326 did not have a material impact on our condensed consolidated financial statements and related disclosures.

m. Recent Accounting Pronouncements Not Yet Adopted

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 condensed 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 condensed 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. We are in the process of evaluating the impact this amendment will have on our condensed consolidated financial statements.

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2.  Revenue

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.

The following tables present our revenues disaggregated by contract duration for the three months ended March 31, 2020 and 2019, 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.

	Three Months Ended March 31, 2020
					Sponsorship,
			Park Food,		International
			Merchandise		Agreements and
(Amounts in thousands)	Park Admissions		and Other		Accommodations		Consolidated
Long-term contracts	$	5,762	$	820	$	9,270	$	15,852
Short-term contracts and other (a)		54,044		28,986		3,621		86,651
Total revenues	$	59,806	$	29,806	$	12,891	$	102,503

	Three Months Ended March 31, 2019
					Sponsorship,
			Park Food,		International
			Merchandise		Agreements and
(Amounts in thousands)	Park Admissions		and Other		Accommodations		Consolidated
Long-term contracts	$	7,843	$	1,713	$	17,972	$	27,528
Short-term contracts and other (a)		58,237		37,265		5,163		100,665
Total revenues	$	66,080	$	38,978	$	23,135	$	128,193

(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

Our long-term contracts consist of season passes with customers, sponsorship contracts and international agreements with third parties. 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’ 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’s products within our 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 three distinct performance obligations as brand licensing, project services and management services. We do not consider revenue recognized for the performance obligations related to our long-form agreements to be significant, neither individually nor in the aggregate, to any period presented. Refer to Note 1 for additional information on our accounting for performance obligations in these contracts.

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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 were not significant changes to our estimates of variable consideration. Our brand licensing and management services performance obligations include royalty payments and management fees, respectively, based on gross sales from Six Flags-branded parks. 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 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."

At January 1, 2020, $85.1 million of unearned revenue associated with outstanding long-term contracts was reported in "Deferred revenue," of which $10.2 million was recognized as revenue for long-term contracts during the three months ended March 31, 2020. As of March 31, 2020, the total unearned amount of revenue for remaining long-term contract performance obligations was $70.6 million. At January 1, 2019, $100.8 million of unearned revenue associated with outstanding long-term contracts was reported in "Deferred revenue," of which $21.6 million was recognized as revenue for long-term contracts during the three months ended March 31, 2019. As of March 31, 2019, the total unearned amount of revenue for remaining long-term contract performance obligations was $95.7 million.

As of March 31, 2020, we expect to recognize estimated revenue for partially or wholly unsatisfied performance obligations on long-term contracts of approximately $79.9 million in the remainder of 2020, $25.4 million in 2021, $23.9 million in 2022, $5.0 million in 2023, and $0.7 million in 2024 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 a 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’ operating season for a fixed fee. We earn sponsorship and international agreements revenue from contracts with third parties, pursuant to which we sell and advertise the third party’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".

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

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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.

3. Long-Term Indebtedness

Credit Facility

As part of our ongoing operations, we periodically refinance our existing credit facility. As of March 31, 2020, our credit facility consisted of a $350.0 million revolving credit loan facility (the “Second Amended and Restated Revolving Loan”) and an $800.0 million Tranche B Term Loan facility (the “Second Amended and Restated Term Loan B”) pursuant to the amended and restated credit facility that we entered into in 2019 (the “Second Amended and Restated Credit Facility”). 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 “2015 Revolving Loan”) and a $700.0 million Tranche B Term Loan (the “2015 Term Loan B”) and was amended and restated in conjunction with the Second Amended and Restated Credit Facility.

On April 17, 2019, we amended and restated the 2015 Credit Facility (as previously amended). The Second Amended and Restated Credit Facility is 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. We recognized a loss on debt extinguishment of $0.3 million related to the transaction.

As of March 31, 2020, $40.0 million was outstanding under the Second Amended and Restated Revolving Loan (excluding amounts reserved for letters of credit in the amount of $21.3 million). As of December 31, 2019, no amounts were outstanding under the Second Amended and Restated Revolving Loan (excluding amounts reserved for letters of credit in the amount of $20.8 million). 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 March 31, 2020, the Second Amended and Restated Revolving Loan unused commitment fee was 0.30%. The principal amount of the Second Amended and Restated Revolving Loan is due and payable on April 17, 2024. On April 8, 2020, we announced that certain of our revolving credit lenders agreed to provide an incremental $131.0 million of revolving credit commitments to the Second Amended and Restated Revolving Loan, increasing the facility from $350.0 million to $481.0 million. See Note 12, Subsequent Event, for more information.

As of March 31, 2020 and December 31, 2019, $794.0 million and $796.0 million was outstanding under the Second Amended and Restated Term Loan B, respectively. Interest on the Second Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus 1.75%. In June 2019, we entered into three separate interest rate swap agreements with 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 Second Amended and Restated Term Loan B. In August 2019, we entered into two additional separate interest rate swap agreements with a notional value of $400.0 million (collectively, the “August 2019 Swap Agreements”) to mitigate the risk of an increase in the LIBOR interest rate in effect on the Second Amended and Restated Term Loan B. During March of 2020, we extended the length of $100.0 million of the June 2019 Swap Agreements through April 2026. See Note 5 for a further discussion. As of March 31, 2020, the applicable interest rate on the Second Amended and Restated Term Loan B was 3.28%. Beginning on September 30, 2019, the Second Amended and Restated Term Loan B became payable in equal quarterly principal installments of $2.0 million. All remaining outstanding principal of the Second Amended and Restated Term Loan B is

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due and payable on April 17, 2026. Subsequent to March 31, 2020, we repaid $315.0 million of the Second Amended and Restated Term Loan B and the outstanding balance of the Second Amended and Restated Revolving Loan.

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 a financial covenant (specifically, a maximum senior 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, investments, prepayments of certain indebtedness, transactions with affiliates, changes in fiscal periods, modifications of certain documents, and certain hedging agreements, subject, in each case, to certain carve-outs. See Note 12, Subsequent Event, for more information on changes to the covenants that occurred in April 2020.

2024 Notes, 2025 Notes and 2027 Notes

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024 (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 2015 Term Loan B, and we used the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which primarily consisted of share repurchases.

On April 13, 2017, Holdings issued an additional $700.0 million of 4.875% Senior Notes due 2024 (the "2024 Notes Add-on").

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 13, 2017, Holdings issued $500.0 million of 5.50% Senior Notes due 2027 (the "2027 Notes"). Interest payments of $13.8 million are due semi-annually on April 15 and October 15 of each year.

The 2024 Notes, the 2024 Notes Add-on and the 2027 Notes are guaranteed by the Loan Parties. The 2024 Notes, the 2024 Notes Add-on 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 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.

On April 22, 2020, SFTP issued $725.0 million of 7.00% Senior Notes due 2025 (the “2025 Notes”). See Note 12, Subsequent Event, for more information.

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Long-Term Indebtedness Summary

As of March 31, 2020 and December 31, 2019, long-term debt consisted of the following:

	As of
(Amounts in thousands)	March 31, 2020		December 31, 2019
Second Amended and Restated Credit Facility
Second Amended and Restated Term Loan B	$	794,000	$	796,000
Second Amended and Restated Revolving Loan		40,000		—
2024 Notes		949,490		1,000,000
2027 Notes		500,000		500,000
Net discount		(6,002)		(6,535)
Deferred financing costs		(13,694)		(14,581)
Total debt	$	2,263,794	$	2,274,884
Less current portion of long-term debt		(8,000)		(8,000)
Less short-term borrowings		(40,000)		—
Total long-term debt	$	2,215,794	$	2,266,884

Fair-Value of Long-Term Indebtedness

As of March 31, 2020 and December 31, 2019, the fair value of our long-term debt was $1,952.4 million and $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.

4.  Accumulated Other Comprehensive Loss

Changes in the composition of Accumulated Other Comprehensive Loss ("AOCI") during the three months ended March 31, 2020, were as follows:

									Accumulated
	Cumulative								Other
	Translation		Cash Flow		Defined Benefit		Income		Comprehensive
(Amounts in thousands)	Adjustment		Hedges		Plans		Taxes		Loss
Balances at December 31, 2019	$	(22,184)	$	(1,530)	$	(49,282)	$	(1,714)	$	(74,710)
Net current period change		(17,971)		(28,794)		—		10,949		(35,816)
Amounts reclassified from AOCI		—		(120)		257		(34)		103
Balances at March 31, 2020	$	(40,155)	$	(30,444)	$	(49,025)	$	9,201	$	(110,423)

The change in “Cumulative Translation Adjustment” was caused by the strengthening of the dollar against the Mexican Peso and the Canadian Dollar during the three months ended March 31, 2020. Our assets for our parks that we operate in Mexico and Canada are recorded in their local currencies and translated into United States Dollars on our balance sheet. The difference in valuation is captured within the “Cumulative Translation Adjustment” account.

The change in “Cash Flow Hedges” was caused by declining interest rates and continued projections of low interest rates in future interest rate forward curves. See Note 5 for more information on our hedging activities.

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The Company had the following reclassifications out of AOCI during the three months ended March 31, 2020 and 2019:

		Amount of Reclassification from AOCI
		Three Months Ended
Component of AOCI	Location of Reclassification into Income	March 31, 2020		March 31, 2019
Amortization of loss on interest rate hedge	Interest Expense	$	(120)	$	—
	Income tax benefit		30		—
	Net of tax	$	(90)	$	—
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	257	$	192
	Income tax expense		(64)		(49)
	Net of tax	$	193	$	143
Total reclassifications		$	103	$	143

5.  Derivative Financial Instruments

In June 2019, we entered 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 in effect 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 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 completed a blend and extend on $100.0 million of our June 2019 Swap Agreements (the “Modified June 2019 Swap Agreement”) that extended the length of the swap agreement through April 2026 and mitigates the risk of an increase in the LIBOR interest rate in effect on the Second Amended and Restated Term Loan B. The remaining $200.0 million of our June 2019 Swap Agreements (the “Unmodified June 2019 Swap Agreements”) remain unchanged. 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.

By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instrument is placed with counterparties that we believe pose minimal credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, commodity prices or currency exchange rates. We manage the market risk associated with derivative instruments by establishing and monitoring parameters that limit the types and degree of market risk that we may undertake. We hold and issue derivative instruments for risk management purposes only and do not utilize derivatives for trading or speculative purposes.

We record derivative instruments at fair value on our unaudited condensed consolidated balance sheets. When in qualifying relationships, the effective portion of all cash flow designated derivatives are deferred in AOCI and are reclassified to interest expense when the forecasted transaction takes place. Ineffective changes, if any, and changes in the fair value of derivatives that are not designated as hedging instruments are recorded directly to “interest expense” and “other expense (income), net”, respectively. Derivative assets and derivative liabilities that have maturity dates equal

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to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and derivative liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively.

Our derivatives are measured on a recurring basis using Level 2 inputs. The fair value measurements of our derivatives are based on market prices that generally are observable for similar assets or liabilities at commonly quoted intervals.

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

	Derivative Assets
(Amounts in thousands)	March 31, 2020		December 31, 2019
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements — Current	$	—	$	485
Interest Rate Swap Agreements — Noncurrent		—		1,440
	$	—	$	1,925

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

	Derivative Liabilities
(Amounts in thousands)	March 31, 2020		December 31, 2019
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements — Current	$	(7,689)	$	(788)
Interest Rate Swap Agreements — Noncurrent		(22,795)		(2,667)
	$	(30,484)	$	(3,455)

As of March 31, 2020, we had no derivatives not designated as cash flow hedges.

Losses before taxes on derivatives designated as cash flow hedges for the three months ended March 31, 2020 and 2019 were as follows:

	Loss				Loss Reclassified from
	Recognized in AOCI				AOCI into Operations
	(Effective Portion)				(Effective Portion)
(Amounts in thousands)	2020		2019		2020		2019
Interest Rate Swap Agreements	$	(28,794)	$	—	$	120	$	—
Total	$	(28,794)	$	—	$	120	$	—

During the three months ended March 31, 2020, we recognized in AOCI a loss of $28.8 million related to our swap agreements. This loss was caused by a decrease in both current interest rates and the interest rate forward curve and the expectation of future payment by us to our hedging counterparties based on current assumptions of the market.

On April 22, 2020, we repaid $315.0 million of the Second Amended and Restated Term Loan B. In conjunction, certain of our hedging instruments that were entered into to mitigate the risk of an increase in the LIBOR interest rate will be dedesignated. 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 counter-agreements to economically offset the impact of the dedesignated swap agreements.

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6.  Commitments and Contingencies

Partnership Parks

On April 1, 1998, we acquired all of the capital stock of the former Six Flags Entertainment Corporation (a corporation that has been merged out of existence and that has always been a separate corporation from Holdings, "Former SFEC") for $976.0 million, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Former SFEC acquisition, we also guaranteed certain contractual obligations relating to the Partnership Parks. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions (including rent) of approximately $74.2 million in 2020 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of March 31, 2020, our share of the distribution will be approximately $32.5 million) and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Parks’ revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put"). The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park’s weighted average four-year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously offered for the units of the Partnership Parks by certain entities. In light of the temporary suspension of operations of the parks due to the COVID-19 pandemic, which would cause the value of the partnership park units 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 new minimum price floor, the Specified Price for the Partnership Parks, if determined as of March 31, 2020, is $409.7 million in the case of SFOG and $527.4 million in the case of SFOT. As of March 31, 2020, we owned approximately 31.0% and 53.2% of the Georgia limited partner interests and Texas limited partner interests, respectively. Our obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.

In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia limited partner and the Texas limited partner, respectively, at a price based on the Specified Price, increased by a cost of living adjustment. As of the date of this quarterly report, we expect to purchase units from the Georgia and Texas partnerships for $1.5 million and $3.5 million, respectively, in May 2020 pursuant to the 2020 annual offer. 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 2020 at both parks is approximately $529.3 million, representing approximately 69.0% of the outstanding units of SFOG and 46.8% of the outstanding units of SFOT. An additional $350.0 million of incremental borrowing is available under the Second Amended and Restated Credit Facility for future "put" obligations, if necessary.

In connection with our acquisition of the Former SFEC, we entered into the Subordinated Indemnity Agreement with certain of the Company’s entities, Time Warner, and an affiliate of Time Warner (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 that 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 the 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 $21.1 million of capital expenditures at the Partnership Parks during the 2019 season and intend to incur approximately $15.0 million of capital expenditures at these parks for the 2020 season, an amount in excess of the minimum required expenditure. Cash flows from operations at the Partnership Parks will be used to satisfy the annual

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distribution and capital expenditure requirements, before any funds are required from us. The Partnership Parks generated approximately $79.9 million of cash in 2019 from operating activities, after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of March 31, 2020 and December 31, 2019, we had total loans receivable outstanding of $239.3 million from the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements to the Partnership Parks and distributions to the limited partners in prior years.

Insurance

We maintain insurance of the types and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents arising on or after December 31, 2008, our self-insured retention is $2.0 million, followed by a $0.5 million deductible per occurrence applicable to all claims in the policy year for our domestic parks and our park in Canada and a nominal amount per occurrence for our 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 contingencies. For workers’ compensation claims arising after November 15, 2003, our deductible is $0.75 million ($0.5 million deductible for the period from November 15, 2001 to November 15, 2003). We also maintain fire and extended coverage, business interruption, terrorism and other forms of insurance typical to businesses in our industry. Our all peril property coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. Additionally, we maintain information security and privacy liability insurance in the amount of $10.0 million with a $0.25 million self-insured retention per event.

The majority of our current insurance policies expire on December 31, 2020. We generally renegotiate our insurance policies on an annual basis. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

Litigation

We are party to various legal actions arising in the normal course of business, including the cases discussed below. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. We exercise significant judgment to evaluate both the likelihood and the estimated amount of a loss related to such matters. Based on our current knowledge, we believe that the amount of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is subject to inherent uncertainties and management’s view of these matters may change in the future.

On January 7, 2016, a putative class action complaint was filed against Holdings 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

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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 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.

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 July 2, 2018, the plaintiffs filed a motion for class certification of two classes, an overtime class and a meal break class. On November 8, 2018, the court granted class certification for the overtime class and denied class certification for the meal break class. On June 20, 2019, in response to competing motions for summary judgment on the application of an overtime wage exemption applicable to amusement parks that operate no more than 150 days per year, the court agreed that the defendant park did not operate more than 150 days in 2013, 2014, and 2016, but found that it did operate more than 150 days in 2015, 2017 and 2018, for which the defendant park would owe overtime wages. On September 26, 2019, we filed a motion for reconsideration with respect to 2017 and 2018, because the defendant park relied on a separate overtime wage law exemption applicable to a separate and distinct operation of the business in those years. On December 6, 2019, the court denied our motion for reconsideration. We continue to vigorously defend ourselves against this litigation. However, there can be no assurance regarding the ultimate outcome of this litigation and we have accrued our best estimate of exposure, the amount of which is not material to our consolidated financial statements.

During 2017, four putative class action complaints were filed against Holdings 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. The Circuit Court in Illinois granted our motion to dismiss on November 2, 2018, but the matter was reversed on appeal on January 22, 2020. We intend to seek further review with the Illinois Supreme Court.  The District Court for the Northern District of Georgia denied our motion to dismiss on May 6, 2019, but on December 31, 2019, the matter was stayed and administratively closed on our motion based on the Eleventh Circuit’s review of an order denying dismissal in a case involving substantially similar factual allegations and statutory violations. Either side may move to reopen the Georgia case within 30 days of the issuance of the Eleventh Circuit’s opinion in the other matter.  Our demurrer in the California matter was overruled on February 26, 2019, but the order contained certain favorable rulings that enabled us to file a motion for summary judgment on December 12, 2019. The Superior Court in the New Jersey matter granted our motion to dismiss on January 18, 2019, which ruling the plaintiff has appealed. We intend to vigorously defend ourselves against these lawsuits. The outcome of these lawsuits 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.

In February 2020, two 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 two 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.), and an amended complaint was filed on March 20, 2020. The amended 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 amended complaint seeks compensatory damages and other relief on behalf of a putative class of purchasers of the Company’s common stock during the period between April 25, 2018 and February 19, 2020. On April 13, 2020, Oklahoma Firefighters Pension and Retirement

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System and Electrical Workers Pension Fund Local 103 I.B.E.W. moved for appointment as co-lead plaintiffs, and sought an order approving their selection of Bernstein Litowitz Berger & Grossman LLP as lead counsel and McKool Smith PC as liaison counsel. A lead plaintiff and lead counsel have not yet been appointed to represent the putative class. 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.

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.) (the “Schwarz action”). The complaint in the Schwartz action alleges breach of fiduciary duty, insider selling, waste of corporate assets, unjust enrichment, and contribution for violations of federal securities laws. The complaint in the Schwartz action references, and makes many of the same allegations, as are set forth in the previously disclosed putative securities class action lawsuit 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.), 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 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. In April 2020, two 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 three of these putative derivative actions moved to consolidate the three actions and to appoint lead counsel. On April 24, 2020, Holdings and the individual defendants moved to stay these three putative derivative actions until final resolution of the previously disclosed putative securities class action lawsuit 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.). 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.

7.  Leases

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 options to extend leases up to 20 years, and some of which include options to terminate the lease within one year. For our noncancelable operating leases with 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 three months ended March 31, 2020 and 2019 are as follows:

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Operating lease cost	$	6,263	$	6,127
Short-term lease cost		1,602		1,237
Variable lease cost		1,466		1,625
Total lease cost	$	9,331	$	8,989

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Other information related to leases for the three months ended March 31, 2020 and 2019 is as follows:

	Three Months Ended
(Amounts in thousands, except for lease term and discount rate)	March 31, 2020			March 31, 2019
Cash paid for amounts included in the measurement of lease liability operating cash flows	$	1,587		$	1,560
ROU assets obtained in exchange for lease liabilities		329			585
Weighted-average remaining lease term (in years)		19.33			20.0
Weighted-average discount rate		6.90	%		6.91	%

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

(Amounts in thousands)	As of March 31, 2020
Remaining in 2020	$	22,312
2021		22,747
2022		21,729
2023		21,489
2024		19,349
Thereafter		268,271
Total	$	375,897
Less: present value discount		(179,345)
Lease liability	$	196,552

8.  Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent the non-affiliated parties’ share of the assets of the Partnership Parks that are less than wholly-owned: SFOT, SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG. As of March 31, 2020, redeemable noncontrolling interests of the SFOT and SFOG partnerships was $246.8 million and $282.5 million, respectively which approximates redemption value.

(Amounts in thousands)	SFOT		SFOG		Total
Balance at December 31, 2019	$	246,744	$	282,514	$	529,258
Change in redemption value of partnership units		11		7		18
Balance at March 31, 2020	$	246,755	$	282,521	$	529,276

See Note 6 for a description of the partnership agreements applicable to the Partnership Parks, the accounts of which are included in the accompanying condensed consolidated financial statements.

9.  Business Segments

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

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

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Net loss	$	(84,546)	$	(69,132)
Interest expense, net		27,157		28,348
Income tax benefit		(22,049)		(24,657)
Depreciation and amortization		30,664		29,073
Corporate expenses		12,041		16,904
Stock-based compensation		4,280		3,891
Non-operating park level expense, net:
(Gain) loss on disposal of assets		(120)		1,136
Loss on debt extinguishment, net		1,019		—
Other expense (income), net		1,560		(427)
Park EBITDA	$	(29,994)	$	(14,864)

All of our owned or managed parks are located in the United States with the exception of two parks in Mexico and one park in Montreal, Canada. We also have revenue and expenses related to the development of Six Flags-branded parks outside of North America. The following information reflects our long-lived assets (which consists of property and equipment, right-of-use operating leases and intangible assets), revenues and loss before income taxes by domestic and foreign categories as of or for the three months ended March 31, 2020 and March 31, 2019:

	Domestic		Foreign		Total
2020	(Amounts in thousands)
Long-lived assets	$	2,368,183	$	122,239	$	2,490,422
Revenues		89,496		13,007		102,503
Loss before income taxes		(102,362)		(4,233)		(106,595)
2019
Long-lived assets	$	2,351,751	$	138,302	$	2,490,053
Revenues		111,814		16,379		128,193
Loss before income taxes		(91,553)		(2,236)		(93,789)

10.  Pension Benefits

We froze our pension plan effective March 31, 2006, pursuant to which most participants no longer earned future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. The following summarizes our pension costs during the three months ended March 31, 2020 and 2019, respectively:

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Service cost	$	325	$	338
Interest cost		1,623		2,002
Expected return on plan assets		(3,279)		(3,330)
Amortization of net actuarial loss		257		191
Total net periodic benefit	$	(1,074)	$	(799)

The components of net periodic pension benefit other than the service cost component were included in "Other net periodic pension benefit" in the condensed consolidated statements of operations.

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended
	March 31, 2020		March 31, 2019
Discount rate	3.00	%	4.05	%
Rate of compensation increase	N/A		N/A
Expected return on plan assets	6.50	%	7.25	%

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Employer Contributions

During the three month periods ended March 31, 2020 and 2019, we made pension contributions of $1.5 million.

11. Stock Repurchase Plans and Shareholder Rights Plan

On March 30, 2017, Holdings announced that its Board of Directors approved a stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings’ common stock (the "March 2017 Stock Repurchase Plan"). As of April 27, 2020, Holdings had repurchased 4,605,000 shares at a cumulative cost of approximately $268.3 million and an average price per share of $58.26 under the March 2017 Stock Repurchase Plan, leaving approximately $231.7 million available for permitted repurchases.

The amount of share repurchases is limited by the covenants in the Second Amended and Restated Credit Facility, the 2024 Notes, the 2024 Notes Add-on, the 2025 Notes and the 2027 Notes. Additionally, in conjunction with the increase in the borrowing capacity of the Second Amended and Restated Revolving Loan, and the issuance of the 2025 Notes (see Note 12, Subsequent Event), pursuant to amendments to the Second Amended and Restated Credit Facility in April 2020, we agreed to temporarily suspend the repurchase of Holdings common stock until the earlier of December 31, 2021, or such time as the incremental revolving credit facility commitments are terminated and the actual quarterly 2020 Borrower Consolidated Adjusted EBITDA (as defined in the Second Amended and Restated Credit Facility) is used for calculating the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Credit Facility.

On March 31, 2020, Holdings announced that its Board of Directors declared a dividend of one 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 two times the exercise price of the Right. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement.

12. Subsequent Events

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

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 modifications to the financial maintenance covenant and other restrictions pursuant to the Credit Agreement Amendment will be in effect from the date of the Credit Agreement Amendment until the earlier of the delivery of the compliance certificate for the fourth quarter of 2021 and the date on which the 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. The Credit

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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 million in aggregate principal amount of 7.00% senior secured notes due 2025 (the “2025 Notes”). The net proceeds from this offering will be used to repay $315.0 million of the Second Amended and Restated Term Loan B and the remaining amount for general corporate matters and working capital purposes, including expenses relating to the transaction. 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, will be dedesignated. 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 counter-agreements to economically offset the impact of the dedesignated swap agreements.

Additionally, in conjunction with the increase in the borrowing capacity of the Second Amended and Restated Revolving Loan, and the issuance of the 2025 Notes, pursuant to amendments to the Second Amended and Restated Credit Facility in April 2020, we agreed to temporarily suspend the repurchase of Holdings common stock until the earlier of December 31, 2021, or such time as the incremental revolving credit facility commitments are terminated and the actual quarterly 2020 Borrower Consolidated Adjusted EBITDA (as defined in the Second Amended and Restated Credit Facility) is used for calculating the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Credit Facility.

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ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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" included elsewhere in this Quarterly Report and "Item 1A. Risk Factors" in our 2019 Annual Report and in this Quarterly Report for further discussion of the uncertainties, risks and assumptions associated with these statements.

The following discussion and analysis presents information that we believe is relevant to an assessment and understanding of our condensed consolidated balance sheets and results of operations. This information should be read in conjunction the condensed consolidated financial statements and the notes thereto, and other financial data included elsewhere in this Quarterly Report. The following information should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2019 Annual Report.

Overview

General

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 26 regional theme parks and waterparks, 23 are located in the United States, two are located in Mexico and one is located in Montreal, Canada. Our parks are located in geographically diverse markets across North America and generally offer a broad selection of state-of-the-art and traditional thrill rides, water attractions, themed areas, concerts and shows, restaurants, game venues and retail outlets, thereby providing a complete family-oriented entertainment experience. We work continuously to improve our parks and our guests’ experiences and to meet our guests’ evolving needs and preferences.

The results of operations for the three months ended March 31, 2020 and 2019 are not indicative of the results expected for the full year. We suspended operations of our parks beginning March 13, 2020, due to the spread of COVID-19. We continue to monitor government guidelines and requirements in each geographic region in which we operate and will resume operations on a park-by-park basis as soon as possible based upon local conditions. Typically, our park operations generate more than half of their annual revenue during the period from Memorial Day to Labor Day each year while expenses are incurred year-round.

Our revenue is derived from (i) the sale of tickets (including season passes and memberships) for entrance to our parks (which accounted for approximately 58% and 52% of total revenue during the three months ended March 31, 2020 and 2019, respectively), (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. Revenues from ticket sales and in-park sales are primarily impacted by park attendance. 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 quarter to quarter and year to year. During the first three months of 2020, our park earnings before interest, taxes, depreciation and amortization ("Park EBITDA") decreased relative to the comparable period in the prior year, primarily as a result of temporary suspension of park operations related to the COVID-19 pandemic outbreak. Prior to the suspension of operations, our attendance increased approximately 0.3 million guests and our guest spending per capita had increased versus prior year due to our recurring revenue from members who have passed their initial 12-month commitment period, as well as higher guest spending per capita from single-day guests. After the initial twelve-month commitment period, we recognize revenue from membership payments on a monthly basis, rather than in accordance with historical visitation.

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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 when our parks are operating, as our costs for full-time employees, maintenance, utilities, rent, advertising and insurance do not vary significantly with attendance. While our parks are temporarily closed due to the COVID-19 pandemic outbreak, we have been able to reduce a significant portion of these expenses including eliminating almost all of our seasonal labor and advertising expense.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses earned and incurred during the reporting period. Critical accounting estimates are fundamental to the portrayal of both our financial condition and results of operations and often require difficult, subjective and complex estimates and judgments. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from the continuing changes in the economic environment will be reflected in the financial statements in future periods. With respect to our critical accounting policies and estimates, there have been no material developments or changes from the policies and estimates discussed in our 2019 Annual Report.

Recent Events

On March 9, 2020, we entered into a blend and extend with $100.0M of the June 2019 Swap Agreements. The Modified June 2019 Swap Agreement decreased the applicable interest rate and extended the term of the original agreement through April 2026.

On March 13, 2020, we temporarily suspended operations of all of our theme parks and waterparks due to the COVID-19 pandemic. We continue to monitor government guidelines and requirements in each geographic region in which we operate and we will resume operations on a park-by-park basis as soon as possible based on local conditions. In response to the uncertainty caused by the crisis, we took several actions after we suspended operations to increase our liquidity position and to prepare for multiple contingencies. We are currently generating minimal revenue from our parks.

On March 30, 2020, we announced a 25% salary reduction for all executive officers and salaried employees and a 25% reduction in scheduled hours for all full-time hourly employees, to 30 hours per week, subject to federal and state minimum requirements, to mitigate the operating and financial impact of the COVID-19 pandemic.

On March 31, 2020, Holdings announced that its Board of Directors declared a dividend of one 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 two times the exercise price of the Right. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement.

On April 8, 2020, we announced that certain of our revolving credit lenders agreed to provide an incremental $131.0 million of revolving 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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On April 22, 2020, we announced that our indirect, wholly-owned subsidiary, Six Flags Theme Parks Inc. (“SFTP”) had closed its private offering of $725 million in aggregate principal amount of 7.00% senior secured notes (the “2025 Notes”). The net proceeds from this offering will be used to repay the outstanding balance of the Second Amended and Restating Revolving Loan, $315.0 million of the Second Amended and Restated Term Loan B and the remaining amount for general corporate matters and working capital purposes, including expenses relating to the transaction. Additionally, in connection with the offering, we amended the Second Amended and Restated Credit Facility which among other things, (i) permitted the issuance of the 2025 Notes to mature inside SFTP’s Second Amended and Restated Term Loan B, (ii) suspended the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Credit Facility through the end of 2020, (iii) re-established the financial maintenance covenant thereafter (provided that for each quarter in 2021 (other than the fourth quarter) that such covenant is tested, SFTP will be permitted to use its quarterly Borrower Consolidated Adjusted EBITDA (as defined in Second Amended and Restated Credit Facility) from the second, third and fourth quarter of 2019 in lieu of the actual Borrower Consolidated Adjusted EBITDA for the corresponding quarters of 2020) and (iv) added a minimum liquidity covenant that will apply from the date of the amendment through December 31, 2021.

In connection with the increase to the Second Amended and Restated Revolving Loan in April 2020 and the Credit Agreement Amendment,, we have agreed to suspend the repurchase of our common stock and payment of dividends until the earlier of December 31, 2021, or such time as the incremental revolving credit facility commitments are terminated.

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Results of Operations

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019

The following table sets forth financial information for the three months ended March 31, 2020 and 2019.

	Three Months Ended				Percentage
(Amounts in thousands, except percentage and per capita data)	March 31, 2020		March 31, 2019		Change (%)
Total revenue	$	102,503	$	128,193	(20)	%
Operating expenses		105,864		114,522	(8)	%
Selling, general and administrative expenses		36,190		40,110	(10)	%
Cost of products sold		7,760		10,275	(24)	%
Other net periodic pension benefit		(996)		(1,055)	(6)	%
Depreciation and amortization		30,664		29,073	5	%
(Gain) loss on disposal of assets		(120)		1,136	N/M
Interest expense, net		27,157		28,348	(4)	%
Loss on extinguishment of debt		1,019		—	N/M
Other expense (income), net		1,560		(427)	N/M
Income before income taxes		(106,595)		(93,789)	14	%
Income tax benefit		(22,049)		(24,657)	(11)	%
Net loss	$	(84,546)	$	(69,132)	22	%
Other Data:
Attendance		1,583		2,167	(27)	%
Total revenue per capita	$	64.75	$	59.15	9	%

Revenue

Revenue for the three months ended March 31, 2020 totaled $102.5 million, a decrease of $25.7 million, or 20%, compared to $128.2 million for the three months ended March 31, 2019. This was driven by a 27% decrease in attendance resulting from the temporary suspension of operations of our theme parks and waterparks on March 13, 2020 due to the COVID-19 pandemic. Prior to the suspension of operations, attendance trends were positive as attendance was up 19% during the year-to-date period through the suspension of operations on March 13, 2020. The decrease in revenue was also attributable to a $10.2 million reduction in sponsorship, international agreements and accommodations revenues, due primarily to the termination of our contracts in China and Dubai.

Total guest spending per capita, which excludes sponsorship, international agreements and accommodations revenue, for the three months ended March 31, 2020, improved by $8.12 to $56.60 compared to the prior year period, primarily as a result of a $7.28, or 24%, increase in admissions revenue per capita. The increase in admissions revenue per capita was driven by the continued growth in recurring revenue from memberships that have continued beyond their initial twelve-month commitment period, which is recognized monthly and is not based on visitation. This has the effect of increasing guest spending per capita when attendance is lower. Non-admissions revenue per capita increased $0.84, or 5%, primarily due to membership dining pass revenue.

Operating expenses

Operating expenses for the three months ended March 31, 2020 decreased $8.7 million, or 8%, compared to the same period in the prior year, primarily as a result of the cost mitigation measures put in place in response to the COVID-19 pandemic, including the elimination of nearly all seasonal labor costs after the park operations were suspended.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended March 31, 2020 decreased $3.9 million, or 10%, compared to the same period in the prior year, driven by a reduction in salary, wage and benefit expense, including incentive compensation accruals, in the current period due to the temporary suspension of park operations in response to the COVID-19 pandemic.

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Cost of products sold

Cost of products sold in the three months ended March 31, 2020 decreased $2.5 million, or 24%, compared to the same period in the prior year, primarily as a result of reduced sales of food and merchandise due to the temporary suspension of park operations in response to the COVID-19 pandemic.

Depreciation and amortization expense

Depreciation and amortization expense for the three months ended March 31, 2020, increased $1.6 million, or 5%, compared to the same period in the prior year. The increase in depreciation and amortization expense is primarily the result of asset additions made in conjunction with our ongoing capital program, partially offset by asset retirements.

(Gain) loss on disposal of assets

We recognized a $0.1 million gain on disposal of assets for the three months ended March 31, 2020, versus a loss on disposal of assets of $1.1 million for the three months ended March 31, 2019. The gain was primarily driven by insurance proceeds from a flood at Six Flags Over Texas in September 2018.

Interest expense, net

Interest expense, net decreased $1.2 million, or 4%, for the three months ended March 31, 2020, compared to the same period in the prior year, primarily as a result of lower borrowings on the Second Amended and Restated Revolving Loan and the interest savings related to the $50.5 million of the outstanding 2024 Notes principal we prepaid in March 2020.

Income tax benefit

Income tax benefit decreased $2.6 million, or 11%, for the three months ended March 31, 2020, compared to the same period in the prior year, related to a lower estimated effective tax rate driven by the fixed distribution related to our Partnership Parks.

Liquidity, Capital Commitments and Resources

On an annual basis, our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. Our principal uses of cash typically include working capital obligations, the funding of common stock dividends, investments in parks (including capital projects), debt service, payments to our partners in the Partnership Parks and common stock repurchases. With the temporary suspension of park operations due to the COVID-19 pandemic, our principal uses of cash also include the cash operating expenses and selling, general and administrative expenses that are typically less than revenues. To enhance our liquidity in response to the temporary suspension of park operations due to the COVID-19 pandemic, we have taken proactive steps to address capital spending for calendar year 2020, including deferring or eliminating at least $40.0 to $50.0 million of discretionary capital projects planned for 2020.

Prior to the temporary suspension of park operations on March 13, 2020, Holdings announced a quarterly cash dividend of $0.25 per share of common stock, representing a 70% reduction from the dividend declared in February 2019. During the three months ended March 31, 2020, and 2019, Holdings paid $21.2 million and $69.1 million, respectively, in cash dividends on its common stock.

As of April 27, 2020, Holdings had repurchased 4,605,000 shares of common stock at a cumulative cost of approximately $268.3 million and an average cost per share of $58.26 under its previously approved stock repurchase program, leaving approximately $231.7 million available for permitted repurchases. Pursuant to amendments to the Second Amended and Restated Credit Facility in April 2020, we agreed to temporarily suspend the payment of dividends and the repurchase of common stock.

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Based on historical and anticipated operating results, including as a result of the temporary suspension of park operations, we believe available cash and amounts available under the Second Amended and Restated Credit Facility will be adequate to meet our liquidity needs, including any anticipated requirements for working capital, capital expenditures, scheduled debt service and obligations under arrangements relating to the Partnership Parks. On April 8, 2020, we announced that we increased the Second Amended and Restated Revolving Loan by $131.0 million, increasing the facility from $350.0 million to $481.0 million. On April 22, 2020, we announced that SFTP issued $725 million in aggregate principal amount of 7.00% senior secured notes (the “2025 Notes”) in a private offering. Based on our current federal net operating loss carryforwards and reduced operations due to the COVID-19 pandemic, we anticipate paying minimal federal income taxes in 2020 and do not anticipate becoming a full cash taxpayer until 2024. During the years 2021 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.

On April 22, 2020, we entered into an amendment to the Second Amended and Restated Credit Facility that suspended testing of the senior secured leverage ratio financial maintenance covenant through the end of 2020 and modified testing of the senior secured leverage ratio financial maintenance covenant through December 31, 2021. The amendment also added a minimum liquidity covenant.

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. An extended suspension of operations of our parks, due to the COVID-19 pandemic or otherwise, would materially and adversely impact our liquidity positions. 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 or a second wave of COVID-19 contagion; 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 refinance all or a significant portion of our existing debt on or prior to maturity, requiring us to potentially seek additional financing. The degree to which we are leveraged could adversely affect our ability to obtain any additional financing. See "Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" in the 2019 Annual Report and in this Quarterly Report.

As of March 31, 2020, our total indebtedness, net of discount and deferred financing costs, was approximately $2,263.8 million. As of April 22, 2022, based on (i) non-revolving credit debt outstanding on that date, (ii) anticipated levels of working capital revolving borrowings during 2020 and 2021, (iii) estimated interest rates for floating-rate debt and (iv) the 2024 Notes, the 2024 Notes Add-on, the 2025 Notes and the 2027 Notes, we anticipate annual cash interest payments of approximately $96.0 and $144.0 million during 2020 and 2021, respectively.

As of March 31, 2020, we had approximately $22.8 million of unrestricted cash and $288.7 million available for borrowing under the Second Amended and Restated Revolving Loan. Our ability to borrow under the Second Amended and Restated Revolving Loan depends on our compliance with certain conditions, including a maximum senior leverage maintenance covenant, and the absence of any material adverse change in our business or financial condition. If we are unable to borrow under the Second Amended and Restated Revolving Loan, and we failed significantly to meet our projected results from operations, 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 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 3 to the unaudited condensed consolidated financial statements included in this Quarterly Report.

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We regularly make capital investments for new rides and attractions in our parks; to enhance our food, retail, games and other in-park areas; to enhance the theming and landscaping of our parks in order to provide a more complete family-oriented entertainment experience and to attain operational efficiencies in our information technology infrastructure. In addition, we perform maintenance capital expenditures on an annual basis 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.

During the March 31, 2020, net cash used in operating activities was $60.4 million. Net cash used in investing activities during the March 31, 2020 was $51.4 million, consisting primarily of capital expenditures, net of property insurance recoveries. Net cash used in financing activities during the March 31, 2020 was $33.5 million, primarily attributable to the $50.5 million of the outstanding 2024 Notes principal we prepaid in March 2020 and the payment of $21.4 million in cash dividends, partially offset by the net proceeds from borrowings under the Second Amended and Restated Credit Facility and proceeds from the issuance of common stock.

Our business is both seasonal in nature and involves significant levels of cash transactions. Most of our cash-based expenses are relatively fixed when our parks are operating and do not vary significantly with either attendance or per capita spending. As a result, our net operating cash flows are largely driven by attendance and per capita spending levels. These cash-based operating expenses include salaries and wages, employee benefits, advertising, third party services, repairs and maintenance, utilities and insurance. While operation of our parks are temporarily suspended due to the COVID-19 pandemic, we have reduced a significant portion of these expenses including eliminating almost all of our seasonal labor and advertising expense.

Contractual Obligations

Since December 31, 2019, there have no material changes to the contractual obligations of the Company outside the ordinary course of the Company’s business except for a reduction in the principal of long-term debt and the interest related to the prepayment of $50.5 million on the 2024 Notes. Principal and interest to be paid on the 2024 Notes is below.

	Payment Due by Period
(Amounts in thousands)	2020		2021 - 2022		2023 - 2024		2025 and beyond		Total
Long-term debt including current portion (2024 Notes) (1)	$	—	$	—	$	949,490	$	—	$	949,490
Interest on 2024 Notes (1)		23,445		92,528		92,527		—		208,500

⁽¹⁾ See Note 3 to the condensed consolidated financial statements included elsewhere in this Quarterly Report for further discussion on long-term debt.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2020, there were no material changes in our market risk exposure from that disclosed in the 2019 Annual Report, except as it relates to our derivative financial instruments. See Note 5 to the condensed consolidated financial statements included elsewhere in this report for further discussion. For a discussion of our market risk exposure, please see "Item 7A. Quantitative and Qualitative Disclosure About Market Risk" contained in the 2019 Annual Report.

ITEM 4.   CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation, as of March 31, 2020, of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and

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(ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting, as such term is defined under Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, that occurred during our fiscal quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The nature of the industry in which we operate tends to expose us to claims by guests, generally for injuries. Accordingly, we are party to various legal actions arising in the normal course of business. Historically, the great majority of these claims have been minor. Although we believe that we are adequately insured against guests’ claims, if we become subject to damages that cannot by law be insured against, such as punitive damages or certain intentional misconduct by employees, there may be a material adverse effect on our operations.

Certain legal proceedings in which we are involved are discussed in Item 3 of the 2019 Annual Report, and in Note 6 to the unaudited condensed consolidated financial statements contained in this Quarterly Report. Except as set forth below, there were no material developments concerning our legal proceedings during the quarter ended March 31, 2020.

In February 2020, two 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 two 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.), and an amended complaint was filed on March 20, 2020. The amended 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 amended complaint seeks compensatory damages and other relief on behalf of a putative class of purchasers of the Company’s common stock during the period between April 25, 2018 and February 19, 2020. On April 13, 2020, Oklahoma Firefighters Pension and Retirement System and Electrical Workers Pension Fund Local 103 I.B.E.W. moved for appointment as co-lead plaintiffs, and sought an order approving their selection of Bernstein Litowitz Berger & Grossman LLP as lead counsel and McKool Smith PC as liaison counsel.A lead plaintiff and lead counsel have not yet been appointed to represent the putative class. 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.

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.) (the “Schwartz action”). The complaint in the Schwartz action alleges breach of fiduciary duty, insider selling, waste of corporate assets, unjust enrichment, and contribution for violations of federal securities laws. The complaint in the Schwartz action references, and makes many of the same allegations, as are set forth in the previously disclosed putative securities class action lawsuit 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.), 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, 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 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. In April 2020, two 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’

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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 three of these putative derivative actions moved to consolidate the three actions and to appoint lead counsel. On April 24, 2020, Holdings and the individual defendants moved to stay these three putative derivatives actions until final resolution of the previously disclosed putative derivative actions until final resolution of the previously disclosed putative securities class action lawsuit 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.). 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.

ITEM 1A. RISK FACTORS

In “Item 1A. Risk Factors” in Part I of the 2019 Annual Report, we described the principal risks that we believe are material to our business, results of operations and financial condition that could affect our business. Except as set forth below, as of the date of this Quarterly Report on Form 10-Q there have been no material changes to the risk factors described in the 2019 Annual Report. Any of the risks identified in the 2019 Annual Report, in this Quarterly Report on Form 10-Q or in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse effect on our business, financial condition or results of operations.

The COVID-19 outbreak and measures taken in response thereto will continue to have a material negative impact on our business, results of operations and financial condition. The extent of this impact will depend on future developments, which are highly uncertain and are difficult to predict.

We are closely monitoring the outbreak of respiratory illness caused by COVID-19. The virus has been declared by the World Health Organization to be a “pandemic,” and has spread to many countries, forcing action from federal, state and local governments in response to the outbreak. These actions significantly affected virtually all facets of the U.S. and global economies. This outbreak and the actions taken in response to this public health epidemic, pose the risk that we or our employees, contractors, suppliers, and other business partners may be prevented from conducting business activities for an unknown period of time. Restrictions on travel, quarantines and other measures imposed in response to the COVID-19 outbreak, as well as ongoing concern regarding the virus’ potential impact, have had and will likely continue to have a negative effect on economies and financial markets, including supply chain shortages and additional business disruptions.

In accordance with current governmental guidelines, in March 2020, we temporarily suspended operations of all of our theme parks and waterparks due to the COVID-19 pandemic. We continue to monitor government guidelines and requirements in each geographic region in which we operate and we will resume operations on a park-by-park basis as soon as possible based on local conditions.

Even after we reopen some or all of our parks, we may be required or advised to enforce social distancing measures within our parks by, among other things, limiting the number of people allowed in our parks, standing in lines or having access to rides at any given time, or adding social distancing signage and markers within our parks. We may also determine it is necessary to undertake certain facility improvements for the health and safety of our guests and employees, such as adding sanitization stations or requiring the broad use of personal protective equipment. Any of these measures taken in response to COVID-19 in connection with or following the reopening of our parks could have a material adverse effect on our results of operations and our financial condition. In addition, if it is alleged or determined that a communicable illness, such as COVID-19, was contracted at, or that an outbreak of a communicable illness originated within, one of our parks, we may suffer reputational damage that could adversely affect guest attendance and ticket sales and adversely affect our results. Such an event could also require additional park closures or certain park improvements.

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

38

or otherwise, may lead to our customers having less discretionary income to spend on parks, entertainment, recreation activities and discretionary travel, any of which may have a material adverse effect on our business, financial condition, results of operations and prospects. The extent and duration of such impacts over the longer term remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time, and therefore it is possible that the spread of COVID-19 may negatively impact our customers’ interest in visiting our various properties and public facilities in the long-term. Even after we are able to reopen our parks, some guests may choose for a period of time not to travel or visit our properties as a result of continuing concerns related to COVID-19, which could lead to lower attendance and further disruptions in our business. If COVID-19 continues to spread in the United States, we may elect on a voluntary basis to again temporarily close (after their reopening) certain of our properties or portions thereof, or governmental officials may order additional closures, impose further restrictions on travel or public gatherings.

Further, if the magnitude of COVID-19 continues or worsens, consumer behavior may be altered for an extended period of time, which could have a material negative effect on our overall cash and liquidity and financial condition. COVID-19 and the resulting economic disruption have also led to significant volatility in the capital markets and may adversely impact our ability to access cash. Any one adverse effect of COVID-19, or a combination of adverse effects, could materially impact our results, operations, financial condition and liquidity. Our actual results could differ materially from our guidance due to this risk, and other uncertainties and factors.

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the outbreak is highly uncertain and subject to change. In addition, the extent and duration of such impacts over the longer term remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the effects could have a material impact on our results, operations, financial conditions and liquidity and heighten many of our known risks described in “Item 1A. Risk Factors” contained in the 2019 Annual Report and in this Quarterly Report.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 30, 2017, Holdings announced that its Board of Directors approved a stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings’ common stock (the "March 2017 Stock Repurchase Plan"). No repurchases were made under the March 2017 Stock Repurchase Plan during the three months ended March 31, 2020. As of April 27, 2020, Holdings had repurchased 4,605,000 shares at a cumulative cost of approximately $268.3 million and an average cost per share of $58.26 under the March 2017 Stock Repurchase Plan, leaving approximately $231.7 million available for permitted repurchases.

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ITEM 6.   EXHIBITS

Exhibit 3.1*	Restated Certificate of Incorporation, as amended
Exhibit 3.2	Amended and Restated Bylaws of Six Flags Entertainment Corporation—incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on February 7, 2018
Exhibit 4.1	Rights Agreement, dated March 31, 2020, by and between Six Flags Entertainment Corporation and Computershare Trust Company, N.A.—incorporated by reference to Exhibit 4.1 to Registrant's Current Report on Form 8-K (File No. 001-13703) filed on March 31, 2020
Exhibit 10.1*	Form of Amendment to Employment Agreement for Executive Officers
Exhibit 10.2	Employment Agreement, dated as of February 21, 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 February 25, 2020
Exhibit 10.3	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
Exhibit 31.1*	Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2*	Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1*	Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.2*	Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101*	The following financial statements and footnotes from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 formatted in Inline XBRL: (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Stockholders’ Deficit, (v) the Unaudited Condensed Consolidated Statements of Cash Flow, and (vi) related Notes to the Condensed Consolidated Financial Statements.
Exhibit 104*	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL.

*     Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SIX FLAGS ENTERTAINMENT CORPORATION
		(Registrant)
Date:	April 30, 2020	/s/ Michael Spanos
		Michael Spanos
		President and Chief Executive Officer
Date:	April 30, 2020	/s/ Leonard A. Russ
		Leonard A. Russ
		Senior Vice President and Interim Chief Financial Officer

41

EX-3.1

Exhibit 3.1

CERTIFICATE OF DESIGNATIONS

of

SERIES B JUNIOR PREFERRED STOCK

of

SIX FLAGS ENTERTAINMENT CORPORATION

(Pursuant to Section 151 of the Delaware General

Corporation Law)

Six Flags Entertainment Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board of Directors”) as required by Section 151 of the General Corporation Law on March 31, 2020:

RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), a series of Preferred Stock, par value $1.00 per share, of the Corporation be and it hereby is created, and that the designation and amount thereof and the powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

Section 1.        Designation and Amount. The shares of this series shall be designated as Series B Junior Preferred Stock (the “Series B Junior Preferred Stock”), and the number of shares constituting the Series B Junior Preferred Stock shall be 200,000.  Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series B Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series B Junior Preferred Stock.

Section 2.        Dividends and Distributions.

(A)       Subject to the rights of the holders of any shares of any series of preferred stock, par value $1.00 per share, of the Corporation (the “Preferred Stock”) (or any other stock of the Corporation) ranking prior and superior to the Series B Junior  Preferred Stock with respect to dividends, the holders of shares of Series B Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1,000 multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock, par value $0.025 per share of the Corporation (the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Preferred Stock.  In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series B Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)       The Corporation shall declare a dividend or distribution on the Series B Junior Preferred Stock as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C)       Dividends due pursuant to paragraph (A) of this Section 2 shall begin to accrue and be cumulative on outstanding shares of Series B Junior Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series B Junior Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid

2

dividends shall not bear interest. Dividends paid on the shares of Series B Junior  Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series B Junior Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to the date fixed for the payment thereof.

Section 3.        Voting Rights. The holders of shares of Series B Junior Preferred Stock shall have the following voting rights:

(A)       Subject to the provision for adjustment hereinafter set forth, each share of Series B Junior Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series B Junior Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)       Except as otherwise provided in the Certificate of Incorporation, including any other Certificate of Designations creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series B Junior Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(C)       Except as set forth herein, or as otherwise required by law, holders of Series B Junior Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4.        Certain Restrictions.

(A)       Whenever quarterly dividends or other dividends or distributions payable on the Series B Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

3

(i)         declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding‑up) to the Series B Junior Preferred Stock;

(ii)       declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding‑up) with the Series B Junior Preferred Stock, except dividends paid ratably on the Series B Junior Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii)      redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding‑up) to the Series B Junior Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding‑up) to the Series B Junior Preferred Stock.

(B)       The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5.        Reacquired Shares. Any shares of Series B Junior Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. The Corporation shall take all such actions as are necessary to cause all such shares to become authorized but unissued shares of Preferred Stock that may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein or in the Certificate of Incorporation, including any Certificate of Designations creating a series of Preferred Stock or any similar stock, or as otherwise required by law.

Section 6.        Liquidation, Dissolution or Winding‑Up.

(A)       Upon any liquidation, dissolution or winding‑up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding‑up) to the Series B Junior Preferred Stock unless, prior thereto, the holders of Series B Junior Preferred Stock shall have received an amount per share (the “Series B Junior Liquidation Preference”) equal to an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the

4

aggregate amount to which holders of shares of Series B Junior Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)       If there are not sufficient assets available to permit payment in full of the Series B Junior Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series B Junior Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series B Junior Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences.

(C)        Neither the merger or consolidation of the Corporation into or with another entity nor the merger or consolidation of any other entity into or with the Corporation shall be deemed to be a liquidation, dissolution or winding‑up of the Corporation within the meaning of this Section 6.

Section 7.        Consolidation, Merger, Etc. If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series B Junior Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series B Junior Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Section 8.        Amendment. While any Series B Junior Preferred Stock is issued and outstanding, the Certificate of Incorporation shall not be amended in any manner, including in a merger or consolidation, which would alter, change or repeal the powers, preferences or special rights of the Series B Junior Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series B Junior Preferred Stock, voting together as a single class.

Section 9.        Rank. The Series B Junior Preferred Stock shall rank, with respect to the payment of dividends and upon liquidation, dissolution and winding‑up, junior to all other series of Preferred Stock, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.

5

IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its duly authorized officer this March 31, 2020.

	SIX FLAGS ENTERTAINMENT CORPORATION
By:		/s/ Laura W. Doerre
		Name:	Laura W. Doerre
		Title:	Executive Vice President & General Counsel

6

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

SIX FLAGS ENTERTAINMENT CORPORATION

(Pursuant to Section 242 of the Delaware General Corporation Law)

SIX FLAGS ENTERTAINMENT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST:                 The name of the Corporation is Six Flags Entertainment Corporation.

SECOND:            The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the first sentence of Section 1 of Article IV and replacing it with the following:

"The total number of shares of capital stock that the Corporation is authorized to issue is 285,000,000 shares, consisting of 280,000,000 shares of common stock, par value $0.025 per share ("Common Stock"), and 5,000,000 shares of preferred stock, par value $1.00 per share ("Preferred Stock")."

THIRD:               This Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the holders of a majority of the outstanding shares of Common Stock of the Corporation entitled to vote thereon at a meeting of the stockholders of the Corporation called and held upon notice in accordance with Section 222 of the Delaware General Corporation Law.

FOURTH:           This Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation shall be effective as of 11:59 p.m., Eastern Time, on the date of filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, Six Flags Entertainment Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 2nd day of May, 2018.

SIX FLAGS ENTERTAINMENT CORPORATION

By: /s/ Mary A. Roma                                    

Name: Mary A. Roma

Title:  Assistant Vice President

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

OF

SIX FLAGS ENTERTAINMENT CORPORATION

--------------------

Pursuant to Section 242 of the

Delaware General Corporation Law

--------------------

SIX FLAGS ENTERTAINMENT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST:  The name of the Corporation is Six Flags Entertainment Corporation.

SECOND:  The Restated Certificate of Incorporation of the Corporation is hereby be amended by deleting the first sentence of Section 1 of Article IV and replacing it with the following:

“The total number of shares of capital stock that the Company is authorized to issue is 145,000,000 shares, consisting of 140,000,000 shares of common stock, par value $0.025 per share (“Common Stock”), and 5,000,000 shares of preferred stock, par value $1.00 per share (“Preferred Stock”).” 

THIRD:  This Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the holders of a majority of the outstanding shares of common stock of the Corporation entitled to vote thereon at a meeting of the stockholders of the Corporation called and held upon notice in accordance with Section 222 of the Delaware General Corporation Law.

FOURTH:  This Certificate of Amendment to the Restated Certificate of Incorporation of the Corporation shall be effective as of 11:59 p.m., Eastern Time, on the date of filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, Six Flags Entertainment Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 4th day of May, 2011.

SIX FLAGS ENTERTAINMENT CORPORATION

By: /s/ Mary A. Roma                                    

Name: Mary A. Roma

Title:  Assistant Vice President

8

RESTATED

CERTIFICATE OF INCORPORATION

OF

SIX FLAGS, INC.

The undersigned, Mark Shapiro, certifies that he is the President and Chief Executive Officer of Six Flags, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and does hereby further certify as follows:

1.                                       The present name of the Company is Six Flags, Inc.  The Company was originally incorporated under the name “Premier Parks Holdings Corporation”.  The original certificate of incorporation of the Company (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) on December 9, 1997.

2.                                       This restated certificate of incorporation of the Company (the “Restated Certificate of Incorporation”), which restates and integrates and also further amends the provisions of the existing Certificate of Incorporation, has been duly adopted in accordance with the provisions of Sections 245 and 303 of the General Corporation Law of the State of Delaware (the “DGCL”).  Provision for the making of this Restated Certificate of Incorporation is contained in the order of the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) dated as of April 29, 2010 confirming the Modified Fourth Amended Joint Plan of Reorganization of Six Flags, Inc., and its affiliated debtors filed pursuant to section 1121(a) of chapter 11 of title 11 of the United States Code (the “Plan of Reorganization”).

3.                                       This Restated Certificate of Incorporation has been duly executed and acknowledged by an officer of the Company designated in such order of the Bankruptcy Court in accordance with the provisions of Sections 245 and 303 of the DGCL.

4.                                       The text of the Certificate of Incorporation of the Company is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the corporation is Six Flags Entertainment Corporation (the “Company”).

ARTICLE II

REGISTERED AGENT

The address of the Company’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, New Castle County.  The name of the Company’s registered agent at such address is Corporation Service Company.

ARTICLE III

PURPOSE

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

CAPITALIZATION

Section 1.  Authorized Capital Stock.  The total number of shares of capital stock that the Company is authorized to issue is 65,000,000 shares, consisting of 60,000,000 shares of common stock, par value $0.025 per share (“Common Stock”), and 5,000,000 shares of preferred stock, par value $1.00 per share (“Preferred Stock”).  To the extent prohibited by Section 1123(a)(6) of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), the Company will not issue non-voting equity securities; provided, however the foregoing restriction will (a) have no further force and effect beyond that required under Section 1123 of the Bankruptcy Code, (b) only have such force and effect for so long as Section 1123 of the Bankruptcy Code is in effect and applicable to the Company and (c) in all events may be amended or eliminated in accordance with applicable law as from time to time may be in effect.

The number of authorized shares of either of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Company entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor

provision thereto), and no vote of the holders of either of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.

Section 2.  Preferred Stock.  The Preferred Stock may be issued from time to time in one or more series.  The Board of Directors of the Company (the “Board”) is hereby authorized to provide for the issuance of shares of Preferred Stock in such series and, by filing a certificate pursuant to the applicable law of the State of Delaware (referred to herein as “Preferred Stock Designation”), to fix from time to time the number of shares to be included in any such series and the designations, powers, preferences, and rights of the shares of each such series and the qualifications, limitations and restrictions thereof.  The authority of the Board with respect to each such series shall include, without limiting the generality of the foregoing, the determination of any or all of the following:

(a)                                  the number of shares of such series and the designation to distinguish the shares of such series from the shares of all other series;

(b)                                 the voting powers, if any, of the holders of shares of such series and whether such voting powers are full or limited;

(c)                                  the redemption rights, if any, applicable to such series, including, without limitation, the redemption price or prices, if any, to be paid for the shares of such series;

(d)                                 whether dividends on such series, if any, will be cumulative or noncumulative, the dividend rate of such series, and the dates and preferences of dividends on such series;

(e)                                  the rights of the holders of shares of such series upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of, the Company;

(f)                                    whether the shares of such series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Company or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;

(g)                                 the right, if any, of holders of shares of such series to subscribe for or to purchase any securities of the Company or any other corporation or other entity;

(h)                                 the terms and amount of any sinking fund, if any, applicable to such series; and

(i)                                     any other preferences or relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof.

Section 3.  Common Stock.  The rights of the Common Stock to dividends and other distributions shall be subject to the express terms of the Preferred Stock and any series thereof. Except as may otherwise be provided in this Restated Certificate of Incorporation, in a Preferred Stock Designation or by applicable law, each holder of Common Stock shall have the exclusive right to vote and shall be entitled to one vote on each matter, including the election of directors to the Board, submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder as of the record date for such meeting.

Section 4.  Dividends and Distributions. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Company, such dividends and other distributions may be declared and paid on the Common Stock out of the assets of the Company that are by law available therefor at such times and in such amounts as the Board of Directors in its discretion shall determine.

Section 5.  Liquidation, Dissolution or Winding Up.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, after payment

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or provision for payment of the debts and other liabilities of the Company and of the preferential and other amounts, if any, to which the holders of Preferred Stock shall be entitled, the holders of all outstanding shares of Common Stock shall be entitled to receive the remaining assets of the Company available for distribution ratably in proportion to the number of shares of Common Stock held by each such stockholder.

ARTICLE V

BYLAWS

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the Amended and Restated Bylaws (as amended, the “Bylaws”) of the Company.  Any adoption, alteration or repeal of a Bylaw must be approved either by (a) the affirmative vote of a majority of the Whole Board (as defined below) or the unanimous written consent of all members of the Board, or (b) the affirmative vote of the holders of at least seventy-five percent (75%) of the voting power of the outstanding shares entitled to vote generally in the election of directors, voting as a single class.  For the purposes of this Article V, “Whole Board” means the total number of directors the Company would have if there were no vacancies.

ARTICLE VI

NO ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS OF STOCKHOLDERS

Except to the extent expressly permitted by a Preferred Stock Designation relating to a series of Preferred Stock:

(a)                                  any action required or permitted to be taken by the stockholders of the Company must be effected at a duly called annual or special meeting of stockholders of the Company and may not be effected by any consent in writing of such stockholders; and

(b)                                 special meetings of stockholders of the Company may be called only by (i) the Chairman of the Board, (ii) the Chief Executive Officer of the Company, (iii) the President of the Company, or (iv) the Secretary of the Company within 10 calendar days after receipt of written request of the Board provided, however, that such request must be made by a majority of the Whole Board if the request is made prior to April 30, 2011 and relates to a special meeting of stockholders, one of the purposes of which is to elect or remove directors or to effect changes in the size of the Board or upon written request of stockholders holding shares representing at least twenty percent (20%) of the voting power of the outstanding shares entitled to vote on the matter for which such meeting is to be called, voting as a single class, provided, however, that such stockholders may only make such request following April 30, 2011 in respect of a special meeting of stockholders, one of the purposes of which is to elect or remove directors. Any such request shall state the purpose or purposes of the proposed meeting.

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At any annual meeting or special meeting of stockholders of the Company, only such business shall be conducted or considered as has been brought before such meeting in the manner provided in the Bylaws of the Company.

ARTICLE VII

DIRECTORS

Section 1.  Board Powers.  The business and affairs of the Company shall be managed by, or under the direction of, the Board.  In addition to the powers and authority expressly conferred upon the Board by statute, this Restated Certificate of Incorporation or the Bylaws of the Company, the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company, subject, nevertheless, to the provisions of the DGCL, this Restated Certificate of Incorporation and the Bylaws; provided, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the Board that was otherwise valid.

Section 2.  Number, Election and Terms of Directors.  Subject to the rights, if any, of the holders of shares of any series of Preferred Stock to elect additional directors under circumstances specified in a Preferred Stock Designation, the number of the directors of the Company shall initially be fixed at nine (9) and shall thereafter be fixed from time to time by resolution of the Board.  Upon this Restated Certificate of Incorporation becoming effective pursuant to the DGCL, the Board shall consist of the persons named as directors in the plan supplement filed in the Bankruptcy Court on April 30, 2010 in connection with the Plan of Reorganization, and each director shall hold office until the first annual meeting of stockholders following the Effective Date (as defined in the Plan of Reorganization)), or until his or her successor is duly elected and qualified.  At the first annual meeting of stockholders following the Effective Date, which in no event shall be prior to April 30, 2011, unless otherwise approved by a majority of the Whole Board, and at each annual meeting thereafter, the stockholders shall elect directors each of whom shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal.  At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect a candidate.  Election of directors of the Company need not be by written ballot unless the Bylaws of the Company shall so provide.  If authorized by the Board, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

Section 3. Removal of Directors.  Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for in a Preferred Stock Designation, until April 30, 2011, any director, or the entire Board, may be removed from office at any time, with or without cause, only by the affirmative vote of at least 80% of the total voting power of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class.  From and after April 30, 2011, except for such additional directors, if

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any, as are elected by the holders of any series of Preferred Stock as provided for in a Preferred Stock Designation, any director, or the entire Board, may be removed from office at any time, with or without cause, only by the affirmative vote of at least a majority of the total voting power of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class.

Section 4.  Nomination of Director Candidates.  Advance notice of stockholder nominations for the election of directors must be given in the manner, if any, provided in the Bylaws of the Company.

Section 5.  Newly Created Directorships and Vacancies.  Unless otherwise provided by law or this Restated Certificate of Incorporation and subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under circumstances specified in a Preferred Stock Designation, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause shall be filled by a majority vote of the directors then in office, even if the number of such directors then in office is less than a quorum, or by a sole remaining director, if applicable.  Any director elected in accordance with the preceding sentence shall hold office until the expiration of the term of office of the director whom such director has replaced or until such director’s successor has been elected and qualified.  No decrease in the number of directors constituting the Board may shorten the term of any incumbent director.

ARTICLE VIII

LIMITATION ON LIABILITY

A director of the Company shall not be personally liable to the Company or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended.  If the DGCL is hereafter amended to authorize corporate action further limiting or eliminating the liability of directors, then the liability of a director to the Company or its stockholders shall be limited or eliminated to the fullest extent permitted by the DGCL, as so amended. Any amendment, modification or repeal of this Article VIII or by changes in law, or the adoption of any other provision of this Restated Certificate of Incorporation inconsistent with this Article VIII will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Company to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of a director of the Company existing at the time of such amendment, modification or repeal or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such amendment, modification or repeal or adoption of such inconsistent provision.

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ARTICLE IX

INDEMNIFICATION

Section 1.  Right to Indemnification.  The Company shall indemnify and hold harmless, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding, and such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators.  Notwithstanding the preceding sentence, except as otherwise provided in this Article IX, the Company shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof other than a mandatory counterclaim) commenced by such Covered Person only if the commencement of such proceeding (or part thereof other than a mandatory counterclaim) by the Covered Person was authorized in the specific case by the Board.  The right to indemnification conferred by this Article IX shall be a contract right that shall fully vest at the time the Covered Person first assumes his or her position as a director or officer of the Company and shall include the right to be paid by the Company the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition.

Section 2.  Prepayment of Expenses.  The Company shall to the fullest extent not prohibited by applicable law pay the expenses (including, without limitation, attorneys’ fees) incurred by a Covered Person in defending, testifying, or otherwise participating in any such proceeding in advance of its final disposition; provided, however, that, if the DGCL requires, an advancement of expenses incurred by a Covered Person in his or her capacity as a director or officer of the Company (and not in any other capacity in which service was or is rendered by such Covered Person, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Covered Person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified for such expenses under this Article IX or otherwise.

Section 3. Claims.  If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under Section 1 or Section 2 of this Article IX is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Company, the Covered Person may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Covered Person shall also be entitled to be paid the expense

6

of prosecuting or defending such suit to the fullest extent permitted by law.  In (a) any suit brought by the Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the Covered Person has not met any applicable standard for indemnification set forth in the DGCL.  Neither the failure of the Company (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including a determination by its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, shall be a defense to such suit.  In any suit brought by the Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered Person is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise shall be on the Company.

Section 4.  Nonexclusivity of Rights.  The rights conferred on any Covered Person by this Article IX shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of this Restated Certificate of Incorporation, the Bylaws of the Company, agreement, vote of stockholders or disinterested directors or otherwise.

Section 5.  Insurance.  The Company may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6.  Indemnification of Employees and Agents of the Company.  The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Article IX as if such employee or agent were a director or officer of the Company.

Section 7.  Other Sources.  The Company’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person collects as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 8.  Amendment or Repeal.  Any repeal or amendment of this Article IX, the adoption of any other provision inconsistent with this Article IX, or any change in applicable law

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that diminishes or adversely affects the indemnification or advancement of expenses that may be provided under this Article IX shall, except as prohibited by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Company to provide broader indemnification rights to Covered Persons on a retroactive basis than permitted prior thereto), and will not in any way diminish or adversely affect any right or protection existing hereunder in respect of any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.

Section 9. Severability.  If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever:  (a) the validity, legality and enforceability of the remaining provisions of this Article IX shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each such portion of this Article IX containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

ARTICLE X

CORPORATE OPPORTUNITIES

The stockholders, their Affiliates and the directors: (a) may have participated, directly or indirectly, and may continue to participate (including, without limitation, in the capacity of investor, manager, officer and employee) in businesses that are similar to or compete with the business (or proposed business) of the Company; (b) may have interests in, participate with, and maintain seats on the board of directors of other such entities; and (c) may develop opportunities for such entities (collectively, the “Position”). In such Position, the stockholders, their Affiliates and the directors may encounter business opportunities that the Company or its stockholders may desire to pursue.  To the fullest extent permitted by Section 122(17) of the DGCL, the stockholders, their Affiliates and the directors and any of their respective officers, directors, agents, stockholders, members, partners, employees, affiliates or subsidiaries shall have no duty to refrain from engaging directly or indirectly in a corporate opportunity in the same or similar activities or line of business as the Company (and all corporations, partnerships, joint ventures, associations and other entities in which the Company beneficially owns directly or indirectly fifty percent (50%) or more of the outstanding voting stock, voting power, partnership interests or similar voting interests (collectively, “Related Entities”)) engages in or proposes to engage in, and the Company, on behalf of itself and its Related Entities, to the extent permitted by law, renounces any interest or expectancy of the Company and its Related Entities in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to any of such persons or entities, even if the opportunity is one that the Company or its Related Entities might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so.  In any case where an opportunity is not specifically presented to a stockholder or director for the Company’s benefit, to the extent a court might hold that the pursuit of the opportunity for the benefit of a person other than the Company is a breach of a duty to the Company, to the extent permitted by law, such stockholder and the Company hereby waive any and all claims and causes of action that such stockholder and/or the Company believes that it may have for such activities.  To the fullest extent permitted by Section 122(17)

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of the DGCL, the stockholders, their Affiliates and the directors and any of their respective officers, directors, agents, stockholders, members, partners, employees, affiliates or subsidiaries shall also have no obligation to the Company, the stockholders or to any other Person to present any such business opportunity to the Company before presenting and/or developing such opportunity with any other Persons, other than such opportunities specifically presented to any such stockholder or director for the Company’s benefit in his or her capacity as a stockholder or director of the Company.  In any case where an opportunity is not specifically presented to a stockholder or director for the Company’s benefit, to the extent a court might hold that the pursuit of the opportunity for the benefit of a person other than the Company is a breach of a duty to the Company, to the extent permitted by law, such stockholder and the Company hereby waive any and all claims and causes of action that such stockholder and/or the Company believes that it may have for such activities. To the extent permitted by law, any person purchasing or otherwise acquiring any interest in any shares of stock of the Company shall be deemed to have notice of and consented to the provisions of this Article X.  Neither the alteration, amendment or repeal of this Article X nor the adoption of any provision of this Restated Certificate of Incorporation inconsistent with this Article X shall eliminate or reduce the effect of this Article X in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article X, would accrue or arise, prior to such alteration, amendment, repeal or adoption. For purposes of this Article X, the term “Affiliate” means any person who is an “affiliate” as defined in Rule 12b-2 promulgated under the Exchange Act.

ARTICLE XI

DURATION

The Company is to have perpetual existence.

ARTICLE XII

AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION

The Company reserves the right at any time and from time to time to amend or repeal any provision contained in this Restated Certificate of Incorporation (including any Preferred Stock Designation), or to add any new provision to this Restated Certificate of Incorporation in the manner now or hereafter prescribed by this Restated Certificate of Incorporation and the DGCL; and, except as set forth in Article VIII, Article IX and Article X, all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons by and pursuant to this Restated Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XII; provided, however, that in addition to any other vote of stockholders (if any) required by law and notwithstanding that a lower vote (or no vote) of stockholders would otherwise be required, if any provision of this Restated Certificate of Incorporation other than this Article XII requires a particular vote of stockholders in order to take the action specified in such provision, then such vote of stockholders shall be required in order to alter, amend or repeal, or adopt any provision inconsistent with, such provision of this Restated Certificate of Incorporation.

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Notwithstanding any other provisions of this Restated Certificate of Incorporation, and in addition to any other vote required by law, until April 30, 2011, Article VI subsection (a), Article VII Section 2 and Section 3 and this Article XII may not be altered, amended or repealed in any respect (including by merger, consolidation or otherwise), nor may any provision inconsistent therewith be adopted, unless such alteration, amendment, repeal or adoption is approved by the affirmative vote of at least 80% of the total voting power of the outstanding shares entitled to vote generally in the election of directors, voting together as a single class.

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IN WITNESS WHEREOF, Six Flags, Inc. has caused this Restated Certificate of Incorporation to be executed by its duly authorized officer on this 30th day of April, 2010.

SIX FLAGS, INC.

By:                   /s/ Mark Shapiro                                    

Name:             Mark Shapiro

Office:            President and Chief Executive Officer

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EX-10.1

Exhibit 10.1

Form of Amendment to Employment Agreement for Executive Officers

To:	NAME
From:	NAME
Re:	Salary Reduction
Date:	DATE

As you know, the company is implementing significant cost-saving measures, including temporary salary reductions, to offset the decline in revenue due to the COVID-19 epidemic.  Thank you for your agreement to participate in these salary reductions, notwithstanding the current terms of your employment agreement. 

Your signature below signifies your agreement to amend your employment agreement solely to the extent outlined in this memorandum.  Your biweekly salary, less applicable taxes, will be reduced from $[•] to $[•] effective 4/6/20.  This reduction is for purposes of biweekly salary payment only and does not affect the salary outlined in your agreement for any other purpose, such as calculation of bonus, LTIP, termination payments or change-of-control payments.  This agreement will remain in effect until [DATE] at which time we will reevaluate these cost-saving measures.

_____________________________________________	____________________
Name	Date
_____________________________________________	____________________
Name	Date

Cc:Employee file

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Spanos, certify that:

1. I have reviewed this quarterly report on Form 10‑Q of Six Flags Entertainment Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15(d)‑15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  April 30, 2020
	/s/ Michael Spanos
	Michael Spanos
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Leonard A. Russ, certify that:

1. I have reviewed this quarterly report on Form 10‑Q of Six Flags Entertainment Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15(d)‑15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  April 30, 2020
	/s/ Leonard A. Russ
	Leonard A. Russ
	Senior Vice President and Interim Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Spanos, as President and Chief Executive Officer of Six Flags Entertainment Corporation (the “Company”) certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying quarterly report on Form 10‑Q for the period ending March 31, 2020 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  April 30, 2020
	/s/ Michael Spanos
	Michael Spanos
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Leonard A. Russ, as Senior Vice President and Interim Chief Financial Officer of Six Flags Entertainment Corporation (the “Company”) certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying quarterly report on Form 10‑Q for the period ending March 31, 2020 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  April 30, 2020
	/s/ Leonard A. Russ
	Leonard A. Russ
	Senior Vice President and Interim Chief Financial Officer

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Business Segments - Information by Geographic Region (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) item	Mar. 31, 2019 USD ($)
Business segment information by geographical areas
Number of parks owned or operated | item	26
Long-lived assets	$ 2,490,422	$ 2,490,053
Revenues	102,503	128,193
Loss before income taxes	$ (106,595)	(93,789)
Mexico
Business segment information by geographical areas
Number of parks owned or operated | item	2
Canada
Business segment information by geographical areas
Number of parks owned or operated | item	1
Domestic
Business segment information by geographical areas
Long-lived assets	$ 2,368,183	2,351,751
Revenues	89,496	111,814
Loss before income taxes	(102,362)	(91,553)
Foreign
Business segment information by geographical areas
Long-lived assets	122,239	138,302
Revenues	13,007	16,379
Loss before income taxes	$ (4,233)	$ (2,236)

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Accumulated Other Comprehensive Loss - Changes in AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Accumulated other comprehensive loss, net of tax
Beginning balance	$ (716,118)	$ (643,093)
Net current period change	103
Amounts reclassified from AOCI	(35,816)
Ending balance	(852,864)	(765,182)
Cumulative Translation Adjustment
Accumulated other comprehensive loss, net of tax
Beginning balance	(22,184)
Amounts reclassified from AOCI	(17,971)
Ending balance	(40,155)
Cash Flow Hedges
Accumulated other comprehensive loss, net of tax
Beginning balance	(1,530)
Net current period change	(120)
Amounts reclassified from AOCI	(28,794)
Ending balance	(30,444)
Defined Benefit Plans
Accumulated other comprehensive loss, net of tax
Beginning balance	(49,282)
Net current period change	257
Ending balance	(49,025)
Income Taxes
Accumulated other comprehensive loss, net of tax
Beginning balance	(1,714)
Net current period change	(34)
Amounts reclassified from AOCI	10,949
Ending balance	9,201
Accumulated other comprehensive loss
Accumulated other comprehensive loss, net of tax
Beginning balance	(74,710)	(71,498)
Ending balance	$ (110,423)	$ (70,266)

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Revenue - Disaggregation of Revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) item	Mar. 31, 2019 USD ($)	Jan. 01, 2020 USD ($)	Jan. 01, 2019 USD ($)
Revenue
Revenues	$ 102,503	$ 128,193
Number of distinct obligations within international agreements | item	3
Long-term contracts
Revenue
Revenues	$ 15,852	27,528
Contract with customer, liability			$ 85,100	$ 100,800
Contract with customer, liability, revenue recognized	10,200	21,600
Short-term contracts and other
Revenue
Revenues	86,651	100,665
Park admissions
Revenue
Revenues	59,806	66,080
Park admissions | Long-term contracts
Revenue
Revenues	5,762	7,843
Park admissions | Short-term contracts and other
Revenue
Revenues	54,044	58,237
Park food, merchandise and other
Revenue
Revenues	29,806	38,978
Park food, merchandise and other | Long-term contracts
Revenue
Revenues	820	1,713
Park food, merchandise and other | Short-term contracts and other
Revenue
Revenues	28,986	37,265
Sponsorship international agreements and accommodations
Revenue
Revenues	12,891	23,135
Sponsorship international agreements and accommodations | Long-term contracts
Revenue
Revenues	9,270	17,972
Sponsorship international agreements and accommodations | Short-term contracts and other
Revenue
Revenues	$ 3,621	$ 5,163

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Pension Benefits (Tables)

3 Months Ended

Mar. 31, 2020

Pension Benefits

Summary of pension costs

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Service cost	$	325	$	338
Interest cost		1,623		2,002
Expected return on plan assets		(3,279)		(3,330)
Amortization of net actuarial loss		257		191
Total net periodic benefit	$	(1,074)	$	(799)

Schedule of weighted average assumptions used to determine net cost

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended
	March 31, 2020		March 31, 2019
Discount rate	3.00	%	4.05	%
Rate of compensation increase	N/A		N/A
Expected return on plan assets	6.50	%	7.25	%

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Long-Term Indebtedness

3 Months Ended

Mar. 31, 2020

Long-Term Indebtedness

Long-Term Indebtedness

3. Long-Term Indebtedness

Credit Facility

As part of our ongoing operations, we periodically refinance our existing credit facility. As of March 31, 2020, our credit facility consisted of a $350.0 million revolving credit loan facility (the “Second Amended and Restated Revolving Loan”) and an $800.0 million Tranche B Term Loan facility (the “Second Amended and Restated Term Loan B”) pursuant to the amended and restated credit facility that we entered into in 2019 (the “Second Amended and Restated Credit Facility”). 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 “2015 Revolving Loan”) and a $700.0 million Tranche B Term Loan (the “2015 Term Loan B”) and was amended and restated in conjunction with the Second Amended and Restated Credit Facility.

On April 17, 2019, we amended and restated the 2015 Credit Facility (as previously amended). The Second Amended and Restated Credit Facility is 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. We recognized a loss on debt extinguishment of $0.3 million related to the transaction.

As of March 31, 2020, $40.0 million was outstanding under the Second Amended and Restated Revolving Loan (excluding amounts reserved for letters of credit in the amount of $21.3 million). As of December 31, 2019, no amounts were outstanding under the Second Amended and Restated Revolving Loan (excluding amounts reserved for letters of credit in the amount of $20.8 million). 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 March 31, 2020, the Second Amended and Restated Revolving Loan unused commitment fee was 0.30%. The principal amount of the Second Amended and Restated Revolving Loan is due and payable on April 17, 2024. On April 8, 2020, we announced that certain of our revolving credit lenders agreed to provide an incremental $131.0 million of revolving credit commitments to the Second Amended and Restated Revolving Loan, increasing the facility from $350.0 million to $481.0 million. See Note 12, Subsequent Event, for more information.

As of March 31, 2020 and December 31, 2019, $794.0 million and $796.0 million was outstanding under the Second Amended and Restated Term Loan B, respectively. Interest on the Second Amended and Restated Term Loan B accrues at an annual rate of LIBOR plus 1.75%. In June 2019, we entered into three separate interest rate swap agreements with 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 Second Amended and Restated Term Loan B. In August 2019, we entered into two additional separate interest rate swap agreements with a notional value of $400.0 million (collectively, the “August 2019 Swap Agreements”) to mitigate the risk of an increase in the LIBOR interest rate in effect on the Second Amended and Restated Term Loan B. During March of 2020, we extended the length of $100.0 million of the June 2019 Swap Agreements through April 2026. See Note 5 for a further discussion. As of March 31, 2020, the applicable interest rate on the Second Amended and Restated Term Loan B was 3.28%. Beginning on September 30, 2019, the Second Amended and Restated Term Loan B became payable in equal quarterly principal installments of $2.0 million. All remaining outstanding principal of the Second Amended and Restated Term Loan B is

due and payable on April 17, 2026. Subsequent to March 31, 2020, we repaid $315.0 million of the Second Amended and Restated Term Loan B and the outstanding balance of the Second Amended and Restated Revolving Loan.

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 a financial covenant (specifically, a maximum senior 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, investments, prepayments of certain indebtedness, transactions with affiliates, changes in fiscal periods, modifications of certain documents, and certain hedging agreements, subject, in each case, to certain carve-outs. See Note 12, Subsequent Event, for more information on changes to the covenants that occurred in April 2020.

2024 Notes, 2025 Notes and 2027 Notes

On June 16, 2016, Holdings issued $300.0 million of 4.875% senior unsecured notes due July 31, 2024 (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 2015 Term Loan B, and we used the remaining net proceeds of the sale of the 2024 Notes for general corporate and working capital purposes, which primarily consisted of share repurchases.

On April 13, 2017, Holdings issued an additional $700.0 million of 4.875% Senior Notes due 2024 (the "2024 Notes Add-on").

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 13, 2017, Holdings issued $500.0 million of 5.50% Senior Notes due 2027 (the "2027 Notes"). Interest payments of $13.8 million are due semi-annually on April 15 and October 15 of each year.

The 2024 Notes, the 2024 Notes Add-on and the 2027 Notes are guaranteed by the Loan Parties. The 2024 Notes, the 2024 Notes Add-on 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 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.

On April 22, 2020, SFTP issued $725.0 million of 7.00% Senior Notes due 2025 (the “2025 Notes”). See Note 12, Subsequent Event, for more information.

Long-Term Indebtedness Summary

As of March 31, 2020 and December 31, 2019, long-term debt consisted of the following:

	As of
(Amounts in thousands)	March 31, 2020		December 31, 2019
Second Amended and Restated Credit Facility
Second Amended and Restated Term Loan B	$	794,000	$	796,000
Second Amended and Restated Revolving Loan		40,000		—
2024 Notes		949,490		1,000,000
2027 Notes		500,000		500,000
Net discount		(6,002)		(6,535)
Deferred financing costs		(13,694)		(14,581)
Total debt	$	2,263,794	$	2,274,884
Less current portion of long-term debt		(8,000)		(8,000)
Less short-term borrowings		(40,000)		—
Total long-term debt	$	2,215,794	$	2,266,884

Fair-Value of Long-Term Indebtedness

As of March 31, 2020 and December 31, 2019, the fair value of our long-term debt was $1,952.4 million and $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.

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Leases

3 Months Ended

Mar. 31, 2020

Leases

Leases

7.  Leases

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 options to extend leases up to 20 years, and some of which include options to terminate the lease within one year. For our noncancelable operating leases with 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 three months ended March 31, 2020 and 2019 are as follows:

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Operating lease cost	$	6,263	$	6,127
Short-term lease cost		1,602		1,237
Variable lease cost		1,466		1,625
Total lease cost	$	9,331	$	8,989

Other information related to leases for the three months ended March 31, 2020 and 2019 is as follows:

	Three Months Ended
(Amounts in thousands, except for lease term and discount rate)	March 31, 2020			March 31, 2019
Cash paid for amounts included in the measurement of lease liability operating cash flows	$	1,587		$	1,560
ROU assets obtained in exchange for lease liabilities		329			585
Weighted-average remaining lease term (in years)		19.33			20.0
Weighted-average discount rate		6.90	%		6.91	%

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

(Amounts in thousands)	As of March 31, 2020
Remaining in 2020	$	22,312
2021		22,747
2022		21,729
2023		21,489
2024		19,349
Thereafter		268,271
Total	$	375,897
Less: present value discount		(179,345)
Lease liability	$	196,552

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Stock Repurchase Plans

3 Months Ended

Mar. 31, 2020

Stock Repurchase Plans

Stock Repurchase Plans

11. Stock Repurchase Plans and Shareholder Rights Plan

On March 30, 2017, Holdings announced that its Board of Directors approved a stock repurchase plan that permits Holdings to repurchase an incremental $500.0 million in shares of Holdings’ common stock (the "March 2017 Stock Repurchase Plan"). As of April 27, 2020, Holdings had repurchased 4,605,000 shares at a cumulative cost of approximately $268.3 million and an average price per share of $58.26 under the March 2017 Stock Repurchase Plan, leaving approximately $231.7 million available for permitted repurchases.

The amount of share repurchases is limited by the covenants in the Second Amended and Restated Credit Facility, the 2024 Notes, the 2024 Notes Add-on, the 2025 Notes and the 2027 Notes. Additionally, in conjunction with the increase in the borrowing capacity of the Second Amended and Restated Revolving Loan, and the issuance of the 2025 Notes (see Note 12, Subsequent Event), pursuant to amendments to the Second Amended and Restated Credit Facility in April 2020, we agreed to temporarily suspend the repurchase of Holdings common stock until the earlier of December 31, 2021, or such time as the incremental revolving credit facility commitments are terminated and the actual quarterly 2020 Borrower Consolidated Adjusted EBITDA (as defined in the Second Amended and Restated Credit Facility) is used for calculating the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Credit Facility.

On March 31, 2020, Holdings announced that its Board of Directors declared a dividend of one 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 two times the exercise price of the Right. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement.

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Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands	Common stock	Capital in excess of par value	Accumulated deficit	Accumulated other comprehensive loss	Total
Beginning balance at Dec. 31, 2018	$ 2,099	$ 1,037,640	$ (1,611,334)	$ (71,498)	$ (643,093)
Beginning balance (in shares) at Dec. 31, 2018	83,962,182
Increase (Decrease) in Stockholders' Deficit
Issuance of common stock	$ 7	10,851			10,858
Issuance of common stock (in shares)	283,825
Stock-based compensation		3,891			3,891
Dividends declared to common shareholders			(68,934)		(68,934)
Repurchase of common stock		(4)			(4)
Repurchase of common stock (in shares)	(67)
Net income attributable to Six Flags Entertainment Corporation			(69,132)		(69,132)
Other comprehensive income (loss), net of tax				1,232	1,232
Ending balance at Mar. 31, 2019	$ 2,106	1,052,378	(1,749,400)	(70,266)	(765,182)
Ending balance (in shares) at Mar. 31, 2019	84,245,940
Beginning balance at Dec. 31, 2019	$ 2,116	1,066,223	(1,709,747)	(74,710)	(716,118)
Beginning balance (in shares) at Dec. 31, 2019	84,633,845
Increase (Decrease) in Stockholders' Deficit
Issuance of common stock	$ 1	421			422
Issuance of common stock (in shares)	32,788
Stock-based compensation		4,280			4,280
Dividends declared to common shareholders			(21,164)		(21,164)
Repurchase of common stock		(6)			(6)
Repurchase of common stock (in shares)	(155)
Employee stock purchase plan	$ (1)				(1)
Employee stock purchase plan (in shares)	27
Change in redemption value of partnership units		18			18
Net income attributable to Six Flags Entertainment Corporation			(84,546)		(84,546)
Other comprehensive income (loss), net of tax				(35,713)	(35,713)
Ending balance at Mar. 31, 2020	$ 2,116	$ 1,070,900	$ (1,815,457)	$ (110,423)	$ (852,864)
Ending balance (in shares) at Mar. 31, 2020	84,666,505

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Revenue (Tables)

3 Months Ended

Mar. 31, 2020

Revenue

Schedule of revenues disaggregated by contract duration

The following tables present our revenues disaggregated by contract duration for the three months ended March 31, 2020 and 2019, 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.

	Three Months Ended March 31, 2020
					Sponsorship,
			Park Food,		International
			Merchandise		Agreements and
(Amounts in thousands)	Park Admissions		and Other		Accommodations		Consolidated
Long-term contracts	$	5,762	$	820	$	9,270	$	15,852
Short-term contracts and other (a)		54,044		28,986		3,621		86,651
Total revenues	$	59,806	$	29,806	$	12,891	$	102,503

	Three Months Ended March 31, 2019
					Sponsorship,
			Park Food,		International
			Merchandise		Agreements and
(Amounts in thousands)	Park Admissions		and Other		Accommodations		Consolidated
Long-term contracts	$	7,843	$	1,713	$	17,972	$	27,528
Short-term contracts and other (a)		58,237		37,265		5,163		100,665
Total revenues	$	66,080	$	38,978	$	23,135	$	128,193

(a) Other revenues primarily include sales of single-use tickets and short-term transactional sales for which we have the right to invoice.

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total revenues	$ 102,503	$ 128,193
Operating expenses (excluding depreciation and amortization shown separately below)	105,864	114,522
Selling, general and administrative expenses (including stock-based compensation of $4,280 and $3,891 in 2020 and 2019, respectively, and excluding depreciation and amortization shown separately below)	36,190	40,110
Costs of products sold	7,760	10,275
Other net periodic pension benefit	(996)	(1,055)
Depreciation	30,063	28,470
Amortization	601	603
(Gain) loss on disposal of assets	(120)	1,136
Interest expense	27,486	28,630
Interest income	(329)	(282)
Loss on debt extinguishment	1,019
Other expense (income), net	1,560	(427)
Loss before income taxes	(106,595)	(93,789)
Income tax benefit	(22,049)	(24,657)
Net loss	$ (84,546)	$ (69,132)
Weighted-average common shares outstanding - basic and diluted (in shares)	84,656	84,126
Net loss per average common share outstanding - basic and diluted (in dollars per share)	$ (1.00)	$ (0.82)
Cash dividends declared per common share	$ 0.25	$ 0.82
Park admissions
Total revenues	$ 59,806	$ 66,080
Park food, merchandise and other
Total revenues	29,806	38,978
Sponsorship international agreements and accommodations
Total revenues	$ 12,891	$ 23,135

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Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases

Schedule of components of lease cost

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Operating lease cost	$	6,263	$	6,127
Short-term lease cost		1,602		1,237
Variable lease cost		1,466		1,625
Total lease cost	$	9,331	$	8,989

Schedule of other information related to leases

	Three Months Ended
(Amounts in thousands, except for lease term and discount rate)	March 31, 2020			March 31, 2019
Cash paid for amounts included in the measurement of lease liability operating cash flows	$	1,587		$	1,560
ROU assets obtained in exchange for lease liabilities		329			585
Weighted-average remaining lease term (in years)		19.33			20.0
Weighted-average discount rate		6.90	%		6.91	%

Schedule of maturities of noncancellable operating lease liabilities

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

(Amounts in thousands)	As of March 31, 2020
Remaining in 2020	$	22,312
2021		22,747
2022		21,729
2023		21,489
2024		19,349
Thereafter		268,271
Total	$	375,897
Less: present value discount		(179,345)
Lease liability	$	196,552

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Business Segments - Schedule of Segment Financial Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) segment	Mar. 31, 2019 USD ($)
Reconciliation of net loss to Park EBITDA
Number of reportable segments | segment	1
Net loss	$ (84,546)	$ (69,132)
Interest expense, net	27,157	28,348
Income tax benefit	(22,049)	(24,657)
Depreciation and amortization	30,664	29,073
Corporate expenses (excluding stock-based compensation)	12,041	16,904
Stock-based compensation	4,280	3,891
(Gain) loss on disposal of assets	(120)	1,136
Loss on debt extinguishment, net	1,019
Other expense (income), net	1,560	(427)
Operating Segments
Reconciliation of net loss to Park EBITDA
Park EBITDA	$ (29,994)	$ (14,864)

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Leases - Additional Information (Details)	3 Months Ended
	Mar. 31, 2020
Leases
Option to terminate, term	1 year
Minimum
Leases
Term of contract	1 year
Maximum
Leases
Term of contract	45 years
Renewal term	20 years

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Derivative Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Aug. 31, 2019	Jun. 30, 2019
Derivative Financial Instruments
Loss Recognized in AOCI (Effective Portion)	$ (28,794)
Interest Rate Swap
Derivative Financial Instruments
Notional amount			$ 300,000
Loss Recognized in AOCI (Effective Portion)	(28,794)
Interest Rate Swap Second Agreements
Derivative Financial Instruments
Notional amount		$ 400,000
June 2019 Swap Agreements
Derivative Financial Instruments
Notional amount	100,000
Unmodified June 2019 Swap Agreements
Derivative Financial Instruments
Notional amount	$ 200,000

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Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Condensed Consolidated Statements of Operations
Stock-based compensation	$ 4,280	$ 3,891

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Redeemable Noncontrolling Interests (Tables)

3 Months Ended

Mar. 31, 2020

Redeemable Noncontrolling Interests

Schedule of redeemable noncontrolling interests of the SFOT and SFOG partnerships

(Amounts in thousands)	SFOT		SFOG		Total
Balance at December 31, 2019	$	246,744	$	282,514	$	529,258
Change in redemption value of partnership units		11		7		18
Balance at March 31, 2020	$	246,755	$	282,521	$	529,276

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Apr. 27, 2020
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2020
Entity Registrant Name	Six Flags Entertainment Corporation
Entity File Number	1-13703
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3995059
Entity Address, Address Line One	924 Avenue J East,
Entity Address, City or Town	Grand Prairie
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75050
City Area Code	972
Local Phone Number	595-5000
Title of 12(b) Security	Common stock, $0.025 par value per share
Trading Symbol	SIX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		84,686,501
Entity Central Index Key	0000701374
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Amendment Flag	false

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Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

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

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 modifications to the financial maintenance covenant and other restrictions pursuant to the Credit Agreement Amendment will be in effect from the date of the Credit Agreement Amendment until the earlier of the delivery of the compliance certificate for the fourth quarter of 2021 and the date on which the 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. 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 million in aggregate principal amount of 7.00% senior secured notes due 2025 (the “2025 Notes”). The net proceeds from this offering will be used to repay $315.0 million of the Second Amended and Restated Term Loan B and the remaining amount for general corporate matters and working capital purposes, including expenses relating to the transaction. 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, will be dedesignated. 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 counter-agreements to economically offset the impact of the dedesignated swap agreements.

Additionally, in conjunction with the increase in the borrowing capacity of the Second Amended and Restated Revolving Loan, and the issuance of the 2025 Notes, pursuant to amendments to the Second Amended and Restated Credit Facility in April 2020, we agreed to temporarily suspend the repurchase of Holdings common stock until the earlier of December 31, 2021, or such time as the incremental revolving credit facility commitments are terminated and the actual quarterly 2020 Borrower Consolidated Adjusted EBITDA (as defined in the Second Amended and Restated Credit Facility) is used for calculating the senior secured leverage ratio financial maintenance covenant in the Second Amended and Restated Credit Facility.

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (84,546)	$ (69,132)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	30,664	29,073
Stock-based compensation	4,280	3,891
Interest accretion on notes payable	320	338
Loss on debt extinguishment	1,019
Amortization of debt issuance costs	856	1,007
Other, including (gain) loss on disposal of assets	1,546	1,053
Decrease in accounts receivable	35,159	22,544
Increase in inventories, prepaid expenses and other current assets	(30,794)	(27,147)
Decrease in deposits and other assets	2,208	534
Decrease in ROU operating leases	2,437	3,823
Increase in accounts payable, deferred revenue, accrued liabilities and other long-term liabilities	1,223	22,655
Increase (decrease) in operating lease liabilities	2,204	(836)
Decrease in accrued interest payable	(5,715)	(4,422)
Deferred income taxes	(21,248)	(24,204)
Net cash used in operating activities	(60,387)	(40,823)
Cash flows from investing activities:
Additions to property and equipment	(53,458)	(48,083)
Property insurance recoveries	2,042	624
Net cash used in investing activities	(51,416)	(47,459)
Cash flows from financing activities:
Repayment of borrowings	(117,510)	(25,000)
Proceeds from borrowings	105,000	147,000
Payment of cash dividends	(21,367)	(69,093)
Proceeds from issuance of common stock	421	10,858
Stock repurchases	(6)	(4)
Net cash (used in) provided by financing activities	(33,462)	63,761
Effect of exchange rate on cash	(6,103)	347
Net decrease in cash and cash equivalents	(151,368)	(24,174)
Cash and cash equivalents at beginning of period	174,179	44,608	$ 44,608
Cash and cash equivalents at end of period	22,811	20,434	$ 174,179
Supplemental cash flow information
Cash paid for interest	31,987	31,708
Cash paid for income taxes	$ 1,959	$ 5,310

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Long-Term Indebtedness (Tables)

3 Months Ended

Mar. 31, 2020

Long-Term Indebtedness

Schedule of long-term debt

As of March 31, 2020 and December 31, 2019, long-term debt consisted of the following:

	As of
(Amounts in thousands)	March 31, 2020		December 31, 2019
Second Amended and Restated Credit Facility
Second Amended and Restated Term Loan B	$	794,000	$	796,000
Second Amended and Restated Revolving Loan		40,000		—
2024 Notes		949,490		1,000,000
2027 Notes		500,000		500,000
Net discount		(6,002)		(6,535)
Deferred financing costs		(13,694)		(14,581)
Total debt	$	2,263,794	$	2,274,884
Less current portion of long-term debt		(8,000)		(8,000)
Less short-term borrowings		(40,000)		—
Total long-term debt	$	2,215,794	$	2,266,884

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Commitments and Contingencies (Details)				1 Months Ended				3 Months Ended		12 Months Ended
	Mar. 02, 2020 claim	Jan. 07, 2016 USD ($)	Apr. 01, 1998 USD ($)	May 31, 2020 USD ($)	Apr. 30, 2020 claim	Apr. 08, 2020 claim	Feb. 29, 2020 claim	Mar. 31, 2020 USD ($) multiple	Mar. 31, 2019 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2017 USD ($) claim	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Apr. 07, 2017 item
Details of commitments and contingencies
Acquisition of capital stock of the former Six Flags Entertainment Corporation, paid in cash			$ 976,000,000.0
Redemption value of noncontrolling interests														$ 529,300,000
Additions to property and equipment								$ 53,458,000	$ 48,083,000
Total loans receivable from the partnerships that own partnership parks													$ 239,300,000
Range of possible loss per aggrieved party		$ 1,000
Number of questions certified for consideration by appellate court | item															2
Number of claims filed | claim					2	3	2					4
Number of claims consolidated | claim	2
Minimum
Details of commitments and contingencies
Range of possible loss per aggrieved party												$ 100
Maximum
Details of commitments and contingencies
Range of possible loss per aggrieved party		$ 5,000										$ 1,000
Multi-layered general liability policies
Details of commitments and contingencies
Excess liability coverage per occurrence								100,000,000.0
Self-insured retention per occurrence								2,000,000.0
Deductible per occurrence applicable to all claims in the policy year								500,000
Workers' compensation claims
Details of commitments and contingencies
Deductible per occurrence applicable to all claims in the policy year								750,000
Workers' compensation claims | November 16, 2001 - November 15, 2003
Details of commitments and contingencies
Deductible per occurrence applicable to all claims in the policy year								500,000
Information security and privacy liability insurance policy
Details of commitments and contingencies
Self-insured retention per occurrence								250,000
Insurance value maintained								10,000,000.0
Amended And Restated Term Loan B As Amended June 2017
Details of commitments and contingencies
Additional contingent borrowing capacity								$ 350,000,000.0
Six Flags over Georgia
Details of commitments and contingencies
Limited partner interests owned (as a percent)								31.00%
Remaining redeemable units (as a percent)								69.00%
Six Flags over Texas
Details of commitments and contingencies
Limited partner interests owned (as a percent)								53.20%
Remaining redeemable units (as a percent)								46.80%
Six Flags over Texas and Georgia
Details of commitments and contingencies
Rolling period for making minimum capital expenditure at each of the Partnership Parks								5 years
Percentage of capital expenditures to Partnership Parks' revenues								6.00%
Weighted average period of the park's EBITDA for calculation of value of purchase price								4 years
Additions to property and equipment											$ 21,100,000
Cash generated from operating activities by partnerships, after deduction of capital expenditures and excluding the impact of short-term intercompany advances											$ 79,900,000
Six Flags over Georgia
Details of commitments and contingencies
Specified multiple for purchase price valuation (in multipliers) | multiple								8.0
Specified price for purchase of partnership parks								$ 409,700,000
Six Flags over Texas
Details of commitments and contingencies
Specified multiple for purchase price valuation (in multipliers) | multiple								8.5
Specified price for purchase of partnership parks								$ 527,400,000
Scenario, Forecast | Six Flags over Georgia
Details of commitments and contingencies
Units to be purchased in partnership parks				$ 1,500,000
Scenario, Forecast | Six Flags over Texas
Details of commitments and contingencies
Units to be purchased in partnership parks				$ 3,500,000
Scenario, Forecast | Six Flags over Texas and Georgia
Details of commitments and contingencies
Annual distributions by general partners to limited partners in partnership parks										$ 74,200,000
Share of Partnership Parks' annual distributions paid to Six Flags Entertainment Corporation										32,500,000
Additions to property and equipment										$ 15,000,000.0

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Accumulated Other Comprehensive Loss - Reclassification out of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Reclassifications out of accumulated other comprehensive income (loss):
Income tax benefit	$ (22,049)	$ (24,657)
Total reclassifications	35,816
Reclassification out of Accumulated Other Comprehensive Income
Reclassifications out of accumulated other comprehensive income (loss):
Total reclassifications	103	143
Reclassification out of Accumulated Other Comprehensive Income | Amortization of loss on interest rate hedge
Reclassifications out of accumulated other comprehensive income (loss):
Operating expenses	(120)
Income tax benefit	30
Total reclassifications	(90)
Reclassification out of Accumulated Other Comprehensive Income | Amortization of deferred actuarial loss and prior service cost
Reclassifications out of accumulated other comprehensive income (loss):
Operating expenses	257	192
Income tax benefit	(64)	(49)
Total reclassifications	$ 193	$ 143

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Redeemable Noncontrolling Interests (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Changes in redeemable noncontrolling interests
Redeemable noncontrolling interests, beginning	$ 529,258
Change in redemption value of partnership units	18
Redeemable noncontrolling interests, ending	529,276
Six Flags over Texas
Changes in redeemable noncontrolling interests
Redeemable noncontrolling interests, beginning	246,744
Change in redemption value of partnership units	11
Redeemable noncontrolling interests, ending	246,755
Six Flags over Georgia
Changes in redeemable noncontrolling interests
Redeemable noncontrolling interests, beginning	282,514
Change in redemption value of partnership units	7
Redeemable noncontrolling interests, ending	$ 282,521

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Pension Benefits (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Net periodic benefit cost:
Service cost	$ 325	$ 338
Interest cost	1,623	2,002
Expected return on plan assets	(3,279)	(3,330)
Amortization of net actuarial loss	257	191
Total net periodic benefit	$ (1,074)	$ (799)
Weighted average assumptions used to determine net cost
Discount rate to determine net costs	3.00%	4.05%
Expected return on plan assets	6.50%	7.25%
Employer contributions	$ 1,500	$ 1,500

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General - Basis of Presentation - Allocated Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Stock Benefit Plans
Allocated share-based compensation expense	$ 4,280	$ 3,891
Long Term Incentive Plan
Stock Benefit Plans
Allocated share-based compensation expense	4,205	3,816
Employee Stock Purchase Plan
Stock Benefit Plans
Allocated share-based compensation expense	$ 75	$ 75

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2020

Business Segments

Schedule of segment financial information and a reconciliation of net income to Park EBITDA

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

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Net loss	$	(84,546)	$	(69,132)
Interest expense, net		27,157		28,348
Income tax benefit		(22,049)		(24,657)
Depreciation and amortization		30,664		29,073
Corporate expenses		12,041		16,904
Stock-based compensation		4,280		3,891
Non-operating park level expense, net:
(Gain) loss on disposal of assets		(120)		1,136
Loss on debt extinguishment, net		1,019		—
Other expense (income), net		1,560		(427)
Park EBITDA	$	(29,994)	$	(14,864)

Schedule of information reflecting long-lived assets, revenues and income before income taxes by domestic and foreign categories

	Domestic		Foreign		Total
2020	(Amounts in thousands)
Long-lived assets	$	2,368,183	$	122,239	$	2,490,422
Revenues		89,496		13,007		102,503
Loss before income taxes		(102,362)		(4,233)		(106,595)
2019
Long-lived assets	$	2,351,751	$	138,302	$	2,490,053
Revenues		111,814		16,379		128,193
Loss before income taxes		(91,553)		(2,236)		(93,789)

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Long-Term Indebtedness - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Summary of Long-term debt
Net discount	$ (6,002)	$ (6,535)
Deferred financing costs	(13,694)	(14,581)
Total debt	2,263,794	2,274,884
Less current portion	(8,000)	(8,000)
Less short-term borrowings	(40,000)
Total long-term debt	2,215,794	2,266,884
Second Amended and Restated Term Loan B
Summary of Long-term debt
Long-term debt	794,000	796,000
Second Amended and Restated Revolving Loan
Summary of Long-term debt
Long-term debt	40,000
Credit Facility 2015 Revolving Loan
Summary of Long-term debt
Long-term line of credit		0
Senior Unsecured 2024 Notes
Summary of Long-term debt
Long-term debt	949,490	1,000,000
Senior Unsecured 2027 Notes
Summary of Long-term debt
Long-term debt	500,000	500,000
Estimate of Fair Value Measurement
Summary of Long-term debt
Total long-term debt	$ 1,952,400	$ 2,348,900

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Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2020

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

4.  Accumulated Other Comprehensive Loss

Changes in the composition of Accumulated Other Comprehensive Loss ("AOCI") during the three months ended March 31, 2020, were as follows:

									Accumulated
	Cumulative								Other
	Translation		Cash Flow		Defined Benefit		Income		Comprehensive
(Amounts in thousands)	Adjustment		Hedges		Plans		Taxes		Loss
Balances at December 31, 2019	$	(22,184)	$	(1,530)	$	(49,282)	$	(1,714)	$	(74,710)
Net current period change		(17,971)		(28,794)		—		10,949		(35,816)
Amounts reclassified from AOCI		—		(120)		257		(34)		103
Balances at March 31, 2020	$	(40,155)	$	(30,444)	$	(49,025)	$	9,201	$	(110,423)

The change in “Cumulative Translation Adjustment” was caused by the strengthening of the dollar against the Mexican Peso and the Canadian Dollar during the three months ended March 31, 2020. Our assets for our parks that we operate in Mexico and Canada are recorded in their local currencies and translated into United States Dollars on our balance sheet. The difference in valuation is captured within the “Cumulative Translation Adjustment” account.

The change in “Cash Flow Hedges” was caused by declining interest rates and continued projections of low interest rates in future interest rate forward curves. See Note 5 for more information on our hedging activities.

The Company had the following reclassifications out of AOCI during the three months ended March 31, 2020 and 2019:

		Amount of Reclassification from AOCI
		Three Months Ended
Component of AOCI	Location of Reclassification into Income	March 31, 2020		March 31, 2019
Amortization of loss on interest rate hedge	Interest Expense	$	(120)	$	—
	Income tax benefit		30		—
	Net of tax	$	(90)	$	—
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	257	$	192
	Income tax expense		(64)		(49)
	Net of tax	$	193	$	143
Total reclassifications		$	103	$	143

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Redeemable Noncontrolling Interests

3 Months Ended

Mar. 31, 2020

Redeemable Noncontrolling Interests

Redeemable Noncontrolling Interests

8.  Redeemable Noncontrolling Interests

Redeemable noncontrolling interests represent the non-affiliated parties’ share of the assets of the Partnership Parks that are less than wholly-owned: SFOT, SFOG and Six Flags White Water Atlanta, which is owned by the partnership that owns SFOG. As of March 31, 2020, redeemable noncontrolling interests of the SFOT and SFOG partnerships was $246.8 million and $282.5 million, respectively which approximates redemption value.

(Amounts in thousands)	SFOT		SFOG		Total
Balance at December 31, 2019	$	246,744	$	282,514	$	529,258
Change in redemption value of partnership units		11		7		18
Balance at March 31, 2020	$	246,755	$	282,521	$	529,276

See Note 6 for a description of the partnership agreements applicable to the Partnership Parks, the accounts of which are included in the accompanying condensed consolidated financial statements.

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Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Condensed Consolidated Statements of Comprehensive Loss
Foreign currency translation adjustment, tax expense (benefit)	$ (3.8)	$ 0.3
Defined benefit retirement plan, tax	0.1
Derivatives qualifying as hedges, tax benefit	$ 7.2

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Condensed Consolidated Balance Sheets
Accumulated amortization of intangible assets	$ 23,824	$ 23,224
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, par value (in dollars per share)	$ 0.025	$ 0.025
Common stock, shares authorized (in shares)	280,000,000	280,000,000
Common stock, shares issued (in shares)	84,666,505	84,633,845
Common stock, shares outstanding (in shares)	84,666,505	84,633,845

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General - Basis of Presentation (Tables)

3 Months Ended

Mar. 31, 2020

General - Basis of Presentation

Schedule of stock-based compensation expense

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Long-Term Incentive Plan	$	4,205	$	3,816
Employee Stock Purchase Plan		75		75
Total Stock-Based Compensation	$	4,280	$	3,891

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2020

Derivative Financial Instruments

Schedule of derivative instruments recorded at fair value

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

	Derivative Assets
(Amounts in thousands)	March 31, 2020		December 31, 2019
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements — Current	$	—	$	485
Interest Rate Swap Agreements — Noncurrent		—		1,440
	$	—	$	1,925

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

	Derivative Liabilities
(Amounts in thousands)	March 31, 2020		December 31, 2019
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements — Current	$	(7,689)	$	(788)
Interest Rate Swap Agreements — Noncurrent		(22,795)		(2,667)
	$	(30,484)	$	(3,455)

Schedule of gains and losses before taxes on derivatives designated as cash flow hedges

	Loss				Loss Reclassified from
	Recognized in AOCI				AOCI into Operations
	(Effective Portion)				(Effective Portion)
(Amounts in thousands)	2020		2019		2020		2019
Interest Rate Swap Agreements	$	(28,794)	$	—	$	120	$	—
Total	$	(28,794)	$	—	$	120	$	—

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Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Leases
Operating lease cost	$ 6,263	$ 6,127
Short-term lease cost	1,602	1,237
Variable lease cost	1,466	1,625
Total lease cost	9,331	8,989
Cash paid for amounts included in the measurement of lease liability operating cash flows	1,587	1,560
ROU assets obtained in exchange for lease liabilities	$ 329	$ 585
Weighted-average remaining lease term (in years)	19 years 3 months 29 days	20 years
Weighted-average discount rate	6.90%	6.91%

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Derivative Financial Instruments - Derivative Instruments Recorded at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Derivative Financial Instruments
Interest Rate Swap Agreements	$ (30,484)	$ (3,455)
Interest Rate Swap
Derivative Financial Instruments
Derivative Liabilities - Noncurrent	(22,795)	(2,667)
Derivatives Designated as Cash Flow Hedges | Interest Rate Swap
Derivative Financial Instruments
Derivative Assets - Current		485
Derivative Assets - Noncurrent		1,440
Derivative Assets		1,925
Derivative Liabilities - Current	(7,689)	$ (788)
Derivatives Not Designated as Hedging Instruments
Derivative Financial Instruments
Derivative Assets	0
Interest Rate Swap Agreements	$ 0

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Subsequent Events (Details) - USD ($) $ in Millions	Apr. 22, 2020	Apr. 30, 2020	Apr. 08, 2020	Apr. 07, 2020	Mar. 31, 2020	Apr. 17, 2019
Amended And Restated Revolving Loan
Subsequent Events
Maximum borrowing capacity					$ 350.0
Second Amended and Restated Term Loan B
Subsequent Events
Maximum borrowing capacity					$ 350.0	$ 800.0
Interest rate, stated percentage					3.28%
Subsequent Event | Amended And Restated Revolving Loan
Subsequent Events
Incremental borrowing capacity			$ 131.0
Maximum borrowing capacity			$ 481.0	$ 350.0
Subsequent Event | Senior Unsecured 2025 Notes | Six Flags Theme Parks Inc.
Subsequent Events
Debt issued	$ 725.0	$ 725.0
Interest rate, stated percentage	7.00%	7.00%
Subsequent Event | Second Amended and Restated Term Loan B
Subsequent Events
Incremental borrowing capacity		$ 131.0
Maximum borrowing capacity		$ 481.0
Subsequent Event | Second Amended and Restated Term Loan B | Six Flags Theme Parks Inc.
Subsequent Events
Proceeds utilized for repayment	$ 315.0

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Revenue

3 Months Ended

Mar. 31, 2020

Revenue

Revenue

2.  Revenue

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.

The following tables present our revenues disaggregated by contract duration for the three months ended March 31, 2020 and 2019, 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.

	Three Months Ended March 31, 2020
					Sponsorship,
			Park Food,		International
			Merchandise		Agreements and
(Amounts in thousands)	Park Admissions		and Other		Accommodations		Consolidated
Long-term contracts	$	5,762	$	820	$	9,270	$	15,852
Short-term contracts and other (a)		54,044		28,986		3,621		86,651
Total revenues	$	59,806	$	29,806	$	12,891	$	102,503

	Three Months Ended March 31, 2019
					Sponsorship,
			Park Food,		International
			Merchandise		Agreements and
(Amounts in thousands)	Park Admissions		and Other		Accommodations		Consolidated
Long-term contracts	$	7,843	$	1,713	$	17,972	$	27,528
Short-term contracts and other (a)		58,237		37,265		5,163		100,665
Total revenues	$	66,080	$	38,978	$	23,135	$	128,193

(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

Our long-term contracts consist of season passes with customers, sponsorship contracts and international agreements with third parties. 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’ 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’s products within our 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 three distinct performance obligations as brand licensing, project services and management services. We do not consider revenue recognized for the performance obligations related to our long-form agreements to be significant, neither individually nor in the aggregate, to any period presented. Refer to Note 1 for additional information on our accounting for performance obligations in 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 were not significant changes to our estimates of variable consideration. Our brand licensing and management services performance obligations include royalty payments and management fees, respectively, based on gross sales from Six Flags-branded parks. 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 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."

At January 1, 2020, $85.1 million of unearned revenue associated with outstanding long-term contracts was reported in "Deferred revenue," of which $10.2 million was recognized as revenue for long-term contracts during the three months ended March 31, 2020. As of March 31, 2020, the total unearned amount of revenue for remaining long-term contract performance obligations was $70.6 million. At January 1, 2019, $100.8 million of unearned revenue associated with outstanding long-term contracts was reported in "Deferred revenue," of which $21.6 million was recognized as revenue for long-term contracts during the three months ended March 31, 2019. As of March 31, 2019, the total unearned amount of revenue for remaining long-term contract performance obligations was $95.7 million.

As of March 31, 2020, we expect to recognize estimated revenue for partially or wholly unsatisfied performance obligations on long-term contracts of approximately $79.9 million in the remainder of 2020, $25.4 million in 2021, $23.9 million in 2022, $5.0 million in 2023, and $0.7 million in 2024 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 a 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’ operating season for a fixed fee. We earn sponsorship and international agreements revenue from contracts with third parties, pursuant to which we sell and advertise the third party’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".

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.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies

Commitments and Contingencies

6.  Commitments and Contingencies

Partnership Parks

On April 1, 1998, we acquired all of the capital stock of the former Six Flags Entertainment Corporation (a corporation that has been merged out of existence and that has always been a separate corporation from Holdings, "Former SFEC") for $976.0 million, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Former SFEC acquisition, we also guaranteed certain contractual obligations relating to the Partnership Parks. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions (including rent) of approximately $74.2 million in 2020 (subject to cost of living adjustments) to the limited partners in the Partnership Parks (based on our ownership of units as of March 31, 2020, our share of the distribution will be approximately $32.5 million) and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of the Partnership Parks’ revenues. Cash flow from operations at the Partnership Parks is used to satisfy these requirements first, before any funds are required from us. We also guaranteed the obligation of our subsidiaries to annually purchase all outstanding limited partnership units to the extent tendered by the unit holders (the "Partnership Park Put"). The agreed price for units tendered in the Partnership Park Put is based on a valuation of each of the respective Partnership Parks (the "Specified Price") that is the greater of (a) a valuation for each of the respective Partnership Parks derived by multiplying such park’s weighted average four-year EBITDA (as defined in the agreements that govern the partnerships) by a specified multiple (8.0 in the case of SFOG and 8.5 in the case of SFOT) and (b) a valuation derived from the highest prices previously offered for the units of the Partnership Parks by certain entities. In light of the temporary suspension of operations of the parks due to the COVID-19 pandemic, which would cause the value of the partnership park units 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 new minimum price floor, the Specified Price for the Partnership Parks, if determined as of March 31, 2020, is $409.7 million in the case of SFOG and $527.4 million in the case of SFOT. As of March 31, 2020, we owned approximately 31.0% and 53.2% of the Georgia limited partner interests and Texas limited partner interests, respectively. Our obligations with respect to SFOG and SFOT will continue until 2027 and 2028, respectively.

In 2027 and 2028, we will have the option to purchase all remaining units in the Georgia limited partner and the Texas limited partner, respectively, at a price based on the Specified Price, increased by a cost of living adjustment. As of the date of this quarterly report, we expect to purchase units from the Georgia and Texas partnerships for $1.5 million and $3.5 million, respectively, in May 2020 pursuant to the 2020 annual offer. 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 2020 at both parks is approximately $529.3 million, representing approximately 69.0% of the outstanding units of SFOG and 46.8% of the outstanding units of SFOT. An additional $350.0 million of incremental borrowing is available under the Second Amended and Restated Credit Facility for future "put" obligations, if necessary.

In connection with our acquisition of the Former SFEC, we entered into the Subordinated Indemnity Agreement with certain of the Company’s entities, Time Warner, and an affiliate of Time Warner (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 that 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 the 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 $21.1 million of capital expenditures at the Partnership Parks during the 2019 season and intend to incur approximately $15.0 million of capital expenditures at these parks for the 2020 season, an amount in excess of the minimum required expenditure. Cash flows from operations at the Partnership Parks will be used to satisfy the annual

distribution and capital expenditure requirements, before any funds are required from us. The Partnership Parks generated approximately $79.9 million of cash in 2019 from operating activities, after deduction of capital expenditures and excluding the impact of short-term intercompany advances from or payments to Holdings. As of March 31, 2020 and December 31, 2019, we had total loans receivable outstanding of $239.3 million from the partnerships that own the Partnership Parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements to the Partnership Parks and distributions to the limited partners in prior years.

Insurance

We maintain insurance of the types and in amounts that we believe are commercially reasonable and that are available to businesses in our industry. We maintain multi-layered general liability policies that provide for excess liability coverage of up to $100.0 million per occurrence. For incidents arising on or after December 31, 2008, our self-insured retention is $2.0 million, followed by a $0.5 million deductible per occurrence applicable to all claims in the policy year for our domestic parks and our park in Canada and a nominal amount per occurrence for our 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 contingencies. For workers’ compensation claims arising after November 15, 2003, our deductible is $0.75 million ($0.5 million deductible for the period from November 15, 2001 to November 15, 2003). We also maintain fire and extended coverage, business interruption, terrorism and other forms of insurance typical to businesses in our industry. Our all peril property coverage policies insure our real and personal properties (other than land) against physical damage resulting from a variety of hazards. Additionally, we maintain information security and privacy liability insurance in the amount of $10.0 million with a $0.25 million self-insured retention per event.

The majority of our current insurance policies expire on December 31, 2020. We generally renegotiate our insurance policies on an annual basis. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

Litigation

We are party to various legal actions arising in the normal course of business, including the cases discussed below. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. We exercise significant judgment to evaluate both the likelihood and the estimated amount of a loss related to such matters. Based on our current knowledge, we believe that the amount of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is subject to inherent uncertainties and management’s view of these matters may change in the future.

On January 7, 2016, a putative class action complaint was filed against Holdings 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 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.

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 July 2, 2018, the plaintiffs filed a motion for class certification of two classes, an overtime class and a meal break class. On November 8, 2018, the court granted class certification for the overtime class and denied class certification for the meal break class. On June 20, 2019, in response to competing motions for summary judgment on the application of an overtime wage exemption applicable to amusement parks that operate no more than 150 days per year, the court agreed that the defendant park did not operate more than 150 days in 2013, 2014, and 2016, but found that it did operate more than 150 days in 2015, 2017 and 2018, for which the defendant park would owe overtime wages. On September 26, 2019, we filed a motion for reconsideration with respect to 2017 and 2018, because the defendant park relied on a separate overtime wage law exemption applicable to a separate and distinct operation of the business in those years. On December 6, 2019, the court denied our motion for reconsideration. We continue to vigorously defend ourselves against this litigation. However, there can be no assurance regarding the ultimate outcome of this litigation and we have accrued our best estimate of exposure, the amount of which is not material to our consolidated financial statements.

During 2017, four putative class action complaints were filed against Holdings 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. The Circuit Court in Illinois granted our motion to dismiss on November 2, 2018, but the matter was reversed on appeal on January 22, 2020. We intend to seek further review with the Illinois Supreme Court.  The District Court for the Northern District of Georgia denied our motion to dismiss on May 6, 2019, but on December 31, 2019, the matter was stayed and administratively closed on our motion based on the Eleventh Circuit’s review of an order denying dismissal in a case involving substantially similar factual allegations and statutory violations. Either side may move to reopen the Georgia case within 30 days of the issuance of the Eleventh Circuit’s opinion in the other matter.  Our demurrer in the California matter was overruled on February 26, 2019, but the order contained certain favorable rulings that enabled us to file a motion for summary judgment on December 12, 2019. The Superior Court in the New Jersey matter granted our motion to dismiss on January 18, 2019, which ruling the plaintiff has appealed. We intend to vigorously defend ourselves against these lawsuits. The outcome of these lawsuits 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.

In February 2020, two 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 two 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.), and an amended complaint was filed on March 20, 2020. The amended 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 amended complaint seeks compensatory damages and other relief on behalf of a putative class of purchasers of the Company’s common stock during the period between April 25, 2018 and February 19, 2020. On April 13, 2020, Oklahoma Firefighters Pension and Retirement

System and Electrical Workers Pension Fund Local 103 I.B.E.W. moved for appointment as co-lead plaintiffs, and sought an order approving their selection of Bernstein Litowitz Berger & Grossman LLP as lead counsel and McKool Smith PC as liaison counsel. A lead plaintiff and lead counsel have not yet been appointed to represent the putative class. 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.

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.) (the “Schwarz action”). The complaint in the Schwartz action alleges breach of fiduciary duty, insider selling, waste of corporate assets, unjust enrichment, and contribution for violations of federal securities laws. The complaint in the Schwartz action references, and makes many of the same allegations, as are set forth in the previously disclosed putative securities class action lawsuit 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.), 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 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. In April 2020, two 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 three of these putative derivative actions moved to consolidate the three actions and to appoint lead counsel. On April 24, 2020, Holdings and the individual defendants moved to stay these three putative derivative actions until final resolution of the previously disclosed putative securities class action lawsuit 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.). 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.

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Pension Benefits

3 Months Ended

Mar. 31, 2020

Pension Benefits

Pension Benefits

10.  Pension Benefits

We froze our pension plan effective March 31, 2006, pursuant to which most participants no longer earned future pension benefits. Effective February 16, 2009, the remaining participants in the pension plan no longer earned future benefits. The following summarizes our pension costs during the three months ended March 31, 2020 and 2019, respectively:

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Service cost	$	325	$	338
Interest cost		1,623		2,002
Expected return on plan assets		(3,279)		(3,330)
Amortization of net actuarial loss		257		191
Total net periodic benefit	$	(1,074)	$	(799)

The components of net periodic pension benefit other than the service cost component were included in "Other net periodic pension benefit" in the condensed consolidated statements of operations.

Weighted-Average Assumptions Used To Determine Net Cost

	Three Months Ended
	March 31, 2020		March 31, 2019
Discount rate	3.00	%	4.05	%
Rate of compensation increase	N/A		N/A
Expected return on plan assets	6.50	%	7.25	%

Employer Contributions

During the three month periods ended March 31, 2020 and 2019, we made pension contributions of $1.5 million.

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Revenue - Performance Obligations (Details) - Long-term contracts - USD ($) $ in Millions	Mar. 31, 2020	Mar. 31, 2019
Revenue
Performance obligation	$ 70.6	$ 95.7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-01
Revenue
Performance obligation	$ 79.9
Expected timing of satisfaction, period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue
Performance obligation	$ 25.4
Expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue
Performance obligation	$ 23.9
Expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue
Performance obligation	$ 5.0
Expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue
Performance obligation	$ 0.7
Expected timing of satisfaction, period	1 year

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General - Basis of Presentation - Additional Information (Details) $ in Millions		3 Months Ended
	Apr. 06, 2020 USD ($) item	Mar. 31, 2020 USD ($) item payment shares	Mar. 31, 2019 shares	Apr. 30, 2020 USD ($)	Apr. 22, 2020 USD ($)	Dec. 31, 2019 USD ($)	Apr. 17, 2019 USD ($)
Summary of Significant Accounting Policies
Number of parks owned or operated | item		26
Valuation allowance		$ 132.2				$ 130.6
Accrued interest and penalties, income taxes		$ 0.0				0.0
Number of reporting units | item		1
Antidilutive stock options excluded from computation of diluted shares outstanding (in shares) | shares		5,907,000	5,083,000
Number of contracts in a typical international agreement | item		1
Number of upfront payments | payment		1
Number of distinct promises within a typical international agreement | item		3
Initial membership term		12 months
Allowance for doubtful accounts		$ 7.6				$ 8.3
COVID 19 Considerations
Percentage of base salaries reduced for executive officers and full-time salaried employees	25.00%
Percentage of weekly hours reduced for full-time hourly workers	25.00%
Number of weekly hours full-time hourly workers were reduced to | item	30
Amount of deferral of increased investments planned	$ 20.0
Second Amended and Restated Term Loan B
COVID 19 Considerations
Maximum borrowing capacity		$ 350.0					$ 800.0
Interest rate, stated percentage		3.28%
Subsequent Event | Second Amended and Restated Term Loan B
COVID 19 Considerations
Incremental borrowing capacity				$ 131.0
Maximum borrowing capacity				481.0
Subsequent Event | Senior Unsecured 2025 Notes | Six Flags Theme Parks Inc.
COVID 19 Considerations
Debt instrument, face amount				$ 725.0	$ 725.0
Interest rate, stated percentage				7.00%	7.00%
Minimum
COVID 19 Considerations
Amount of non-labor costs reduced in current year	30.0
Amount of deferral or elimination of discretional capital projects planned for current year	40.0
Maximum
COVID 19 Considerations
Amount of non-labor costs reduced in current year	40.0
Amount of deferral or elimination of discretional capital projects planned for current year	$ 50.0
United States
Summary of Significant Accounting Policies
Number of parks owned or operated | item		23
Mexico
Summary of Significant Accounting Policies
Number of parks owned or operated | item		2
Canada
Summary of Significant Accounting Policies
Number of parks owned or operated | item		1

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Stock Repurchase Plans (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		37 Months Ended
	Mar. 31, 2020 USD ($) Right item $ / shares	Mar. 31, 2019 USD ($)	Apr. 27, 2020 USD ($) $ / shares shares	Dec. 31, 2019 $ / shares	Mar. 30, 2017 USD ($)
Equity, Class of Treasury Stock
Value of shares repurchased | $	$ 6	$ 4
Par value | $ / shares	$ 1.00			$ 1.00
Preferred share purchase right
Equity, Class of Treasury Stock
Dividend, Preferred share purchase right | Right	1
Share price | $ / shares	$ 75.00
Exercisable exercise price of the Right | item	2
Series B Junior Preferred Stock | Preferred share purchase right
Equity, Class of Treasury Stock
Percentage of purchase of a preferred shares represented by rights	0.001
Par value | $ / shares	$ 1.00
March 2017 Stock Repurchase Plan
Equity, Class of Treasury Stock
Amount authorized of shares to be repurchased under Stock Repurchase Program | $					$ 500,000
Total number of shares purchased (in shares) | shares			4,605
Value of shares repurchased | $			$ 268,300
Shares acquired, average cost (in dollars per share) | $ / shares			$ 58.26
Permitted dollar value of repurchases remaining | $			$ 231,700

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Business Segments

3 Months Ended

Mar. 31, 2020

Business Segments

Business Segments

9.  Business Segments

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

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

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Net loss	$	(84,546)	$	(69,132)
Interest expense, net		27,157		28,348
Income tax benefit		(22,049)		(24,657)
Depreciation and amortization		30,664		29,073
Corporate expenses		12,041		16,904
Stock-based compensation		4,280		3,891
Non-operating park level expense, net:
(Gain) loss on disposal of assets		(120)		1,136
Loss on debt extinguishment, net		1,019		—
Other expense (income), net		1,560		(427)
Park EBITDA	$	(29,994)	$	(14,864)

All of our owned or managed parks are located in the United States with the exception of two parks in Mexico and one park in Montreal, Canada. We also have revenue and expenses related to the development of Six Flags-branded parks outside of North America. The following information reflects our long-lived assets (which consists of property and equipment, right-of-use operating leases and intangible assets), revenues and loss before income taxes by domestic and foreign categories as of or for the three months ended March 31, 2020 and March 31, 2019:

	Domestic		Foreign		Total
2020	(Amounts in thousands)
Long-lived assets	$	2,368,183	$	122,239	$	2,490,422
Revenues		89,496		13,007		102,503
Loss before income taxes		(102,362)		(4,233)		(106,595)
2019
Long-lived assets	$	2,351,751	$	138,302	$	2,490,053
Revenues		111,814		16,379		128,193
Loss before income taxes		(91,553)		(2,236)		(93,789)

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General - Basis of Presentation

3 Months Ended

Mar. 31, 2020

General - Basis of Presentation

General - Basis of Presentation

1.  General — Basis of Presentation

We own and operate regional theme parks and waterparks. 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 the 26 parks we owned or operated as of March 31, 2020, 23 parks are located in the United States, two are located in Mexico and one is located in Montreal, Canada.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed, or omitted, pursuant to the rules and regulations of the SEC.

"Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" contains a discussion of our results of operations and our financial position and should be read in conjunction with the unaudited condensed consolidated financial statements and notes. The 2019 Annual Report includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this Quarterly Report. The information furnished in this Quarterly Report reflects all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.

Results for the three months ended March 31, 2020, are not indicative of the results expected for the full year. In particular, our park operations contribute more than half of their annual revenue during the period from Memorial Day to Labor Day each year, while expenses are incurred year-round.

COVID-19 Considerations

In March 2020, COVID-19, a disease caused by a novel strain of the coronavirus, was characterized as a pandemic by the World Health Organization. The rapid spread of COVID-19 has resulted in authorities around the world implementing numerous measures to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, a material negative impact on our business. The duration and intensity of this global health emergency and related disruptions is uncertain.

On March 13, 2020, we temporarily suspended operations of all of our theme parks and waterparks due to the COVID-19 pandemic. We continue to monitor government guidelines and requirements in each geographic region in which we operate and we will resume operations on a park-by-park basis as soon as possible based on local conditions. In response to the uncertainty caused by the crisis, we took several actions after we suspended operations to increase our liquidity position and to prepare for multiple contingencies. We are currently generating minimal revenue from our parks.

Effective April 6, 2020, we reduced the base salaries of executive officers and full-time salaried employees by 25% and reduced scheduled hours for full-time hourly workers by 25%, to 30 hours per week, subject to federal and state minimums.

A significant portion of our revenue decline will be offset by cost saving measures that we implemented upon the suspension of park operations. Among these measures, we have reduced almost all of our seasonal labor until the parks reopen. We have also suspended all advertising and marketing costs and intend to eliminate $30 - $40 million of additional non-labor operating costs in 2020, including the deferral of $20 million of increased investments we had planned to improve the guest experience. In addition, we plan to defer or eliminate $40 - $50 million in our discretionary capital projects planned for 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; however, if suspension of operations lasts through the end of 2021, we will likely require additional covenant relief under the Second Amended and Restated

Credit Facility. In addition to cutting expenses and capital expenditures, in April 2020 we increased the revolving credit commitments to 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. See Note 12, Subsequent Events, for more information on these transactions.

COVID-19 continues to present material uncertainty and risk with respect to our performance and financial results, including the ability to reopen our parks to guests. The extent to which COVID-19 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.

a.  Consolidated U.S. GAAP Presentation

Our accounting policies reflect industry practices and conform to U.S. GAAP.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of the Partnership Parks that most significantly impact their economic performance and we have the obligation to absorb losses and receive benefits from the Partnership Parks 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 unaudited condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 6 for a description of the partnership agreements applicable to the Partnership Parks and Note 8 for further discussion on the non-affiliated parties’ share of the earnings of the Partnership Parks.

b.  Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $132.2 million and $130.6 million as of March 31, 2020 and December 31, 2019, respectively, due to uncertainties related to our ability to use some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to use all of our federal net operating loss carryforwards before they expire.

In determining the effective tax rate for interim periods, we consider the expected changes in our valuation allowance from current year originating or reversing timing differences between financial accounting and tax purposes and the taxable income or loss expected for the current year. For interim periods, we also account for the tax effect of significant non-recurring items in the period in which they occur as well as changes in the valuation allowance relating to a change in the assessment of the probability of utilization of the deferred income tax assets.

Our liability for income taxes is finalized as auditable tax years pass their respective statutes of limitations in the various jurisdictions in which we are subject to tax. However, taxing authorities of 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 Company and its predecessors for the purpose of adjusting net operating loss carryforwards to years for which the statute of limitations has not closed.

We classify interest and penalties attributable to income taxes as part of income tax expense. As of March 31, 2020 and December 31, 2019, we had no recorded amounts for accrued interest or penalties.

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

c. Goodwill and Intangibles

Goodwill and intangible assets with indefinite lives are tested for impairment annually, 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.

As of March 31, 2020, the fair value of the single reporting unit exceeded our carrying amount. We have one reporting unit at the same level for which Holdings common stock is traded and we believe our market capitalization is the best indicator of our reporting unit’s fair value. At March 31, 2020, we determined that it is not more likely than not that the fair value of our intangible assets were less than their carrying amounts and there were no triggering events.

d.  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 comparing the carrying amount of the asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We determined that our long-lived assets were recoverable as of March 31, 2020.

e.  Earnings Per Common Share

Basic earnings per common share is computed by dividing net income attributable to Holdings’ common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to Holdings’ common stockholders by the weighted average number of common shares outstanding during the period, 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.

We incurred a net loss for the three months ended March 31, 2020 and March 31, 2019, therefore, diluted shares outstanding equaled basic shares outstanding for the purposes of determining loss per common share. The computation of diluted earnings per share excluded the effect of 5,907,000 and 5,083,000 antidilutive stock options for the three months ended March 31, 2020 and March 31, 2019, respectively.

f. Derivative Instruments and Hedging Activities

We recognize all derivatives as either assets or liabilities on 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’s inception and on an ongoing basis throughout the contract term, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Changes in the fair value of interest rate derivatives that are effective and that are designated and qualify as cash flow hedges are recorded in “Other comprehensive loss” until operations are affected by the variability in cash flows of the designated hedged item, at which point they are reclassified to “interest expense”. Changes in the fair value of derivatives that do not qualify for hedge accounting or that are de-designated are recorded in “Other expense (income), net” in the unaudited condensed consolidated statements of operations.

g.  Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. 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 U.S. GAAP.

We use the following methods and assumptions 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. See Note 3 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 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 5 for additional information on our derivative instruments and related Company policies.

h.  Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates.

We recognize the fair value of each grant as compensation expense on a straight-line basis over the vesting period using the graded vesting terms of the respective grant. The fair value of stock option grants is estimated using the Black-Scholes option pricing valuation model. The fair value of stock, restricted stock units and restricted stock awards is the quoted market price of Holdings’ common stock on the date of grant.

During the three months ended March 31, 2020 and 2019, stock-based compensation expense consisted of the following:

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Long-Term Incentive Plan	$	4,205	$	3,816
Employee Stock Purchase Plan		75		75
Total Stock-Based Compensation	$	4,280	$	3,891

i.  Revenue Recognition

We account for revenue from contracts with customers 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 condensed 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 guests visit our parks. In contrast to our season pass and other multi-use offerings (such as our all season dining pass program, which enables season passholders 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 whenever 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. 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. As of March 31, 2020, deferred revenue was primarily comprised of (i) unredeemed season pass and all season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program and member dining program that will be recognized in 2020 and 2021, and (iv) payments received from our international development partner in excess of revenue recognized.

We have entered into international agreements to assist a third party in the planning, design, development and operation of a Six Flags-branded park outside of North America. These agreements typically consist of a brand licensing agreement, project services agreement, and management services agreement. We treat these agreements as one contract because they were negotiated with a single commercial objective. We have identified three distinct promises within the agreement with the 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.

Our contracts with customers may include 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 prices charged to customers. 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.

j.  Leases

We or certain of our subsidiaries are a lessee in various noncancelable operating leases, primarily for operating rights to amusement parks, land, office space, warehouses, office equipment and machinery. See Note 7 for additional information. 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.

For our operating 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. We discount our unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, our 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 condensed 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 condensed 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 condensed 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 review ROU assets for impairment upon occurrence of events or changes in circumstances that would indicate the carrying value of the assets may not be recoverable. We 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 condensed consolidated statements of operations.

k.  Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, such as season passes and the membership program. We are not exposed to a significant concentration of credit risk; however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of March 31, 2020 and December 31, 2019, we have recorded an allowance for doubtful accounts of $7.6 million and $8.3 million, respectively, which is primarily comprised of estimated payment defaults under our membership program. To the extent that payments under our membership program have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership program is offset with a corresponding reduction in deferred revenue.

l.  Recently Adopted Accounting Pronouncements

On January 1, 2020, we adopted Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments, (“Topic 326”). The standard 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 probable threshold is met. Topic 326 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years. Our adoption of Topic 326 did not have a material impact on our condensed consolidated financial statements and related disclosures.

m. Recent Accounting Pronouncements Not Yet Adopted

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 condensed 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 condensed 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. We are in the process of evaluating the impact this amendment will have on our condensed consolidated financial statements.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2020

Derivative Financial Instruments

Derivative Financial Instruments

5.  Derivative Financial Instruments

In June 2019, we entered 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 in effect 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 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 completed a blend and extend on $100.0 million of our June 2019 Swap Agreements (the “Modified June 2019 Swap Agreement”) that extended the length of the swap agreement through April 2026 and mitigates the risk of an increase in the LIBOR interest rate in effect on the Second Amended and Restated Term Loan B. The remaining $200.0 million of our June 2019 Swap Agreements (the “Unmodified June 2019 Swap Agreements”) remain unchanged. 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.

By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, the hedging instrument is placed with counterparties that we believe pose minimal credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates, commodity prices or currency exchange rates. We manage the market risk associated with derivative instruments by establishing and monitoring parameters that limit the types and degree of market risk that we may undertake. We hold and issue derivative instruments for risk management purposes only and do not utilize derivatives for trading or speculative purposes.

We record derivative instruments at fair value on our unaudited condensed consolidated balance sheets. When in qualifying relationships, the effective portion of all cash flow designated derivatives are deferred in AOCI and are reclassified to interest expense when the forecasted transaction takes place. Ineffective changes, if any, and changes in the fair value of derivatives that are not designated as hedging instruments are recorded directly to “interest expense” and “other expense (income), net”, respectively. Derivative assets and derivative liabilities that have maturity dates equal

to or less than twelve months from the balance sheet date are included in prepaid and other current assets and other accrued liabilities, respectively. Derivative assets and derivative liabilities that have maturity dates greater than twelve months from the balance sheet date are included in deposits and other assets and other long-term liabilities, respectively.

Our derivatives are measured on a recurring basis using Level 2 inputs. The fair value measurements of our derivatives are based on market prices that generally are observable for similar assets or liabilities at commonly quoted intervals.

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

	Derivative Assets
(Amounts in thousands)	March 31, 2020		December 31, 2019
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements — Current	$	—	$	485
Interest Rate Swap Agreements — Noncurrent		—		1,440
	$	—	$	1,925

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

	Derivative Liabilities
(Amounts in thousands)	March 31, 2020		December 31, 2019
Derivatives Designated as Cash Flow Hedges
Interest Rate Swap Agreements — Current	$	(7,689)	$	(788)
Interest Rate Swap Agreements — Noncurrent		(22,795)		(2,667)
	$	(30,484)	$	(3,455)

As of March 31, 2020, we had no derivatives not designated as cash flow hedges.

Losses before taxes on derivatives designated as cash flow hedges for the three months ended March 31, 2020 and 2019 were as follows:

	Loss				Loss Reclassified from
	Recognized in AOCI				AOCI into Operations
	(Effective Portion)				(Effective Portion)
(Amounts in thousands)	2020		2019		2020		2019
Interest Rate Swap Agreements	$	(28,794)	$	—	$	120	$	—
Total	$	(28,794)	$	—	$	120	$	—

During the three months ended March 31, 2020, we recognized in AOCI a loss of $28.8 million related to our swap agreements. This loss was caused by a decrease in both current interest rates and the interest rate forward curve and the expectation of future payment by us to our hedging counterparties based on current assumptions of the market.

On April 22, 2020, we repaid $315.0 million of the Second Amended and Restated Term Loan B. In conjunction, certain of our hedging instruments that were entered into to mitigate the risk of an increase in the LIBOR interest rate will be dedesignated. 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 counter-agreements to economically offset the impact of the dedesignated swap agreements.

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Long-Term Indebtedness - Additional Information (Details) $ in Thousands							1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 22, 2020 USD ($)	Oct. 18, 2019 USD ($)	Oct. 17, 2019	Apr. 17, 2019 USD ($)	Apr. 13, 2017 USD ($)	Jun. 16, 2016 USD ($)	Mar. 31, 2020 USD ($)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Apr. 30, 2020 USD ($)	Apr. 08, 2020 USD ($)	Apr. 07, 2020 USD ($)	Dec. 31, 2019 USD ($)	Aug. 31, 2019 USD ($)	Jun. 30, 2019 USD ($) agreement
Summary of Long-term debt
Loss on debt extinguishment, net								$ 1,019
Repayments of Debt								117,510	$ 25,000
Proceeds from issuance of debt utilized for extinguishment of existing debt instruments						$ 150,000
Interest Rate Swap
Summary of Long-term debt
Notional amount																$ 300,000
June 2019 Swap Agreements
Summary of Long-term debt
Notional amount							$ 100,000	100,000
Interest Rate Swap Second Agreements
Summary of Long-term debt
Notional amount															$ 400,000
Amended And Restated Revolving Loan
Summary of Long-term debt
Maximum borrowing capacity							350,000	350,000
Amended And Restated Revolving Loan | Subsequent Event
Summary of Long-term debt
Maximum borrowing capacity												$ 481,000	$ 350,000
Incremental borrowing capacity												131,000
Amended And Restated Term Loan B
Summary of Long-term debt
Maximum borrowing capacity							800,000	800,000
Repayments of Debt	$ 315,000
2015 Revolving Loan
Summary of Long-term debt
Maximum borrowing capacity							250,000	250,000
Credit Facility 2015 - Term Loan B
Summary of Long-term debt
Maximum borrowing capacity							700,000	$ 700,000
Credit Facility 2015 - Term Loan B | LIBOR
Summary of Long-term debt
Basis spread on variable rate								1.75%
Credit Facility 2015 Revolving Loan
Summary of Long-term debt
Long-term line of credit														$ 0
Letters of credit outstanding, amount														20,800
Second Amended and Restated Credit Facility
Summary of Long-term debt
Payments of debt issuance costs				$ 8,900
Second Amended and Restated Revolving Loan
Summary of Long-term debt
Maximum borrowing capacity				350,000
Letters of credit outstanding, amount							21,300	$ 21,300
Commitment fee percentage								0.30%
Long-term debt							40,000	$ 40,000
Second Amended and Restated Revolving Loan | Subsequent Event
Summary of Long-term debt
Maximum borrowing capacity												481,000	$ 350,000
Incremental borrowing capacity												$ 131,000
Second Amended and Restated Term Loan B
Summary of Long-term debt
Maximum borrowing capacity				800,000			350,000	350,000
Basis spread reduction		25.00%
Loss on debt extinguishment, net		$ 2,000		$ 6,200
Long-term debt							$ 794,000	$ 794,000						796,000
Interest rate, stated percentage							3.28%	3.28%
Periodic payment										$ 2,000
Annual interest cost savings from borrowing rate reduction		$ 300
Second Amended and Restated Term Loan B | Subsequent Event
Summary of Long-term debt
Maximum borrowing capacity											$ 481,000
Incremental borrowing capacity											131,000
Second Amended and Restated Term Loan B | Interest Rate Swap
Summary of Long-term debt
Number of agreements | agreement																3
Notional amount																$ 300,000
Second Amended and Restated Term Loan B | June 2019 Swap Agreements
Summary of Long-term debt
Notional amount									$ 100,000
Second Amended and Restated Term Loan B | Interest Rate Swap Second Agreements
Summary of Long-term debt
Number of agreements															2
Notional amount															$ 400,000
Second Amended and Restated Term Loan B | LIBOR
Summary of Long-term debt
Basis spread on variable rate		1.75%	2.00%
Senior Unsecured 2024 Notes
Summary of Long-term debt
Loss on debt extinguishment, net								$ 1,000
Long-term debt							$ 949,490	949,490						1,000,000
Debt instrument, face amount						$ 300,000
Interest rate, stated percentage						4.875%
Periodic payment of interest							23,100
Pre-payment								50,500
Senior Unsecured 2024 Notes Add-on
Summary of Long-term debt
Debt instrument, face amount					$ 700,000
Interest rate, stated percentage					4.875%
Periodic payment of interest							23,100
Senior Unsecured 2025 Notes | Subsequent Event | Six Flags Theme Parks Inc.
Summary of Long-term debt
Debt instrument, face amount	$ 725,000										$ 725,000
Interest rate, stated percentage	7.00%										7.00%
Senior Unsecured 2027 Notes
Summary of Long-term debt
Long-term debt							$ 500,000	$ 500,000						$ 500,000
Debt instrument, face amount					$ 500,000
Interest rate, stated percentage					5.50%
Periodic payment of interest					$ 13,800

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General - Basis of Presentation - Earnings Per Common Share (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings Per Common Share
Antidilutive stock options excluded from computation of diluted shares outstanding (in shares)	5,907,000	5,083,000

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General - Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2020

General - Basis of Presentation

Consolidated U.S. GAAP Presentation

a.  Consolidated U.S. GAAP Presentation

Our accounting policies reflect industry practices and conform to U.S. GAAP.

The unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries. We also consolidate the partnerships that own Six Flags Over Texas ("SFOT") and Six Flags Over Georgia (including Six Flags White Water Atlanta) ("SFOG", and together with SFOT, the "Partnership Parks") as subsidiaries in our unaudited condensed consolidated financial statements, as we have determined that we have the power to direct the activities of the Partnership Parks that most significantly impact their economic performance and we have the obligation to absorb losses and receive benefits from the Partnership Parks 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 unaudited condensed consolidated balance sheets as redeemable noncontrolling interests. See Note 6 for a description of the partnership agreements applicable to the Partnership Parks and Note 8 for further discussion on the non-affiliated parties’ share of the earnings of the Partnership Parks.

Income Taxes

b.  Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, including net operating loss and other tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. We recorded a valuation allowance of $132.2 million and $130.6 million as of March 31, 2020 and December 31, 2019, respectively, due to uncertainties related to our ability to use some of our deferred tax assets, primarily consisting of certain state net operating loss and other tax carryforwards, before they expire. The valuation allowance was based on our estimates of taxable income by jurisdiction in which we operate and the period over which our deferred tax assets were recoverable. Our projected taxable income over the foreseeable future gives us comfort that we will be able to use all of our federal net operating loss carryforwards before they expire.

In determining the effective tax rate for interim periods, we consider the expected changes in our valuation allowance from current year originating or reversing timing differences between financial accounting and tax purposes and the taxable income or loss expected for the current year. For interim periods, we also account for the tax effect of significant non-recurring items in the period in which they occur as well as changes in the valuation allowance relating to a change in the assessment of the probability of utilization of the deferred income tax assets.

Our liability for income taxes is finalized as auditable tax years pass their respective statutes of limitations in the various jurisdictions in which we are subject to tax. However, taxing authorities of 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 Company and its predecessors for the purpose of adjusting net operating loss carryforwards to years for which the statute of limitations has not closed.

We classify interest and penalties attributable to income taxes as part of income tax expense. As of March 31, 2020 and December 31, 2019, we had no recorded amounts for accrued interest or penalties.

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.

Goodwill and Intangibles

c. Goodwill and Intangibles

Goodwill and intangible assets with indefinite lives are tested for impairment annually, 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.

As of March 31, 2020, the fair value of the single reporting unit exceeded our carrying amount. We have one reporting unit at the same level for which Holdings common stock is traded and we believe our market capitalization is the best indicator of our reporting unit’s fair value. At March 31, 2020, we determined that it is not more likely than not that the fair value of our intangible assets were less than their carrying amounts and there were no triggering events.

Long-Lived Assets

d.  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 comparing the carrying amount of the asset or group of assets to the future net cash flows expected to be generated by the asset or group of assets. If such assets are not considered to be fully recoverable, any impairment to be recognized is measured by the amount by which the carrying amount of the asset or group of assets exceeds its respective fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. We determined that our long-lived assets were recoverable as of March 31, 2020.

Earnings Per Common Share

e.  Earnings Per Common Share

Basic earnings per common share is computed by dividing net income attributable to Holdings’ common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is computed by dividing net income attributable to Holdings’ common stockholders by the weighted average number of common shares outstanding during the period, 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.

We incurred a net loss for the three months ended March 31, 2020 and March 31, 2019, therefore, diluted shares outstanding equaled basic shares outstanding for the purposes of determining loss per common share. The computation of diluted earnings per share excluded the effect of 5,907,000 and 5,083,000 antidilutive stock options for the three months ended March 31, 2020 and March 31, 2019, respectively.

Derivative Instruments and Hedging Activities

f. Derivative Instruments and Hedging Activities

We recognize all derivatives as either assets or liabilities on 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’s inception and on an ongoing basis throughout the contract term, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

Changes in the fair value of interest rate derivatives that are effective and that are designated and qualify as cash flow hedges are recorded in “Other comprehensive loss” until operations are affected by the variability in cash flows of the designated hedged item, at which point they are reclassified to “interest expense”. Changes in the fair value of derivatives that do not qualify for hedge accounting or that are de-designated are recorded in “Other expense (income), net” in the unaudited condensed consolidated statements of operations.

Fair Value of Financial Instruments

g.  Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. 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 U.S. GAAP.

We use the following methods and assumptions 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. See Note 3 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 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 5 for additional information on our derivative instruments and related Company policies.

Stock Benefit Plans

h.  Stock Benefit Plans

Pursuant to the Six Flags Entertainment Corporation Long-Term Incentive Plan (the "Long-Term Incentive Plan"), Holdings may grant stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, deferred stock units, performance and cash-settled awards and dividend equivalent rights ("DERs") to select employees, officers, directors and consultants of Holdings and its affiliates.

We recognize the fair value of each grant as compensation expense on a straight-line basis over the vesting period using the graded vesting terms of the respective grant. The fair value of stock option grants is estimated using the Black-Scholes option pricing valuation model. The fair value of stock, restricted stock units and restricted stock awards is the quoted market price of Holdings’ common stock on the date of grant.

During the three months ended March 31, 2020 and 2019, stock-based compensation expense consisted of the following:

	Three Months Ended
(Amounts in thousands)	March 31, 2020		March 31, 2019
Long-Term Incentive Plan	$	4,205	$	3,816
Employee Stock Purchase Plan		75		75
Total Stock-Based Compensation	$	4,280	$	3,891

Revenue Recognition

i.  Revenue Recognition

We account for revenue from contracts with customers 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 condensed 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 guests visit our parks. In contrast to our season pass and other multi-use offerings (such as our all season dining pass program, which enables season passholders 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 whenever 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. 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. As of March 31, 2020, deferred revenue was primarily comprised of (i) unredeemed season pass and all season dining pass revenue, (ii) pre-sold single-day admissions revenue for the current operating season, (iii) unredeemed portions of the membership program and member dining program that will be recognized in 2020 and 2021, and (iv) payments received from our international development partner in excess of revenue recognized.

We have entered into international agreements to assist a third party in the planning, design, development and operation of a Six Flags-branded park outside of North America. These agreements typically consist of a brand licensing agreement, project services agreement, and management services agreement. We treat these agreements as one contract because they were negotiated with a single commercial objective. We have identified three distinct promises within the agreement with the 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.

Our contracts with customers may include 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 prices charged to customers. 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.

Leases

j.  Leases

We or certain of our subsidiaries are a lessee in various noncancelable operating leases, primarily for operating rights to amusement parks, land, office space, warehouses, office equipment and machinery. See Note 7 for additional information. 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.

For our operating 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. We discount our unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, our 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 condensed 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 condensed 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 condensed 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 review ROU assets for impairment upon occurrence of events or changes in circumstances that would indicate the carrying value of the assets may not be recoverable. We 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 condensed consolidated statements of operations.

Accounts Receivable, Net

k.  Accounts Receivable, Net

Accounts receivable are reported at net realizable value and consist primarily of amounts due from guests for the sale of group outings and multi-use admission products, such as season passes and the membership program. We are not exposed to a significant concentration of credit risk; however, based on the age of the receivables, our historical experience and other factors and assumptions we believe to be customary and reasonable, we record an allowance for doubtful accounts. As of March 31, 2020 and December 31, 2019, we have recorded an allowance for doubtful accounts of $7.6 million and $8.3 million, respectively, which is primarily comprised of estimated payment defaults under our membership program. To the extent that payments under our membership program have not been recognized in revenue, the allowance for doubtful accounts recorded against our membership program is offset with a corresponding reduction in deferred revenue.

Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted

l.  Recently Adopted Accounting Pronouncements

On January 1, 2020, we adopted Accounting Standards Update 2016-13, Measurement of Credit Losses on Financial Instruments, (“Topic 326”). The standard 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 probable threshold is met. Topic 326 is effective for annual periods beginning after December 15, 2019 and interim periods within those fiscal years. Our adoption of Topic 326 did not have a material impact on our condensed consolidated financial statements and related disclosures.

m. Recent Accounting Pronouncements Not Yet Adopted

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 condensed 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 condensed 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. We are in the process of evaluating the impact this amendment will have on our condensed consolidated financial statements.

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2020

Accumulated Other Comprehensive Loss

Schedule of components of AOCI

Changes in the composition of Accumulated Other Comprehensive Loss ("AOCI") during the three months ended March 31, 2020, were as follows:

									Accumulated
	Cumulative								Other
	Translation		Cash Flow		Defined Benefit		Income		Comprehensive
(Amounts in thousands)	Adjustment		Hedges		Plans		Taxes		Loss
Balances at December 31, 2019	$	(22,184)	$	(1,530)	$	(49,282)	$	(1,714)	$	(74,710)
Net current period change		(17,971)		(28,794)		—		10,949		(35,816)
Amounts reclassified from AOCI		—		(120)		257		(34)		103
Balances at March 31, 2020	$	(40,155)	$	(30,444)	$	(49,025)	$	9,201	$	(110,423)

Schedule of reclassifications out of accumulated other comprehensive income (loss)

The Company had the following reclassifications out of AOCI during the three months ended March 31, 2020 and 2019:

		Amount of Reclassification from AOCI
		Three Months Ended
Component of AOCI	Location of Reclassification into Income	March 31, 2020		March 31, 2019
Amortization of loss on interest rate hedge	Interest Expense	$	(120)	$	—
	Income tax benefit		30		—
	Net of tax	$	(90)	$	—
Amortization of deferred actuarial loss and prior service cost	Operating expenses	$	257	$	192
	Income tax expense		(64)		(49)
	Net of tax	$	193	$	143
Total reclassifications		$	103	$	143

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Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Condensed Consolidated Statements of Comprehensive Loss
Net loss		$ (84,546)	$ (69,132)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	[1]	(14,198)	1,089
Defined benefit retirement plan	[2]	193	143
Change in cash flow hedging	[3]	(21,708)
Other comprehensive (loss) income, net of tax		(35,713)	1,232
Comprehensive loss		$ (120,259)	$ (67,900)

[1] Foreign currency translation adjustment is presented net of tax benefit of $3.8 million for the three months ended March 31, 2020, and tax expense of $0.3 million for the three months ended March 31, 2019

[2] Defined benefit retirement plan is presented net of tax expense of $0.1 million for the three months ended March 31, 2020, and nominal tax expense for the three months ended March 31, 2019.

[3] Change in cash flow hedging is presented net of tax benefit of $7.2 million for the three months ended March 31, 2020.

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 22,811	$ 174,179
Accounts receivable, net	71,558	108,679
Inventories	42,397	32,951
Prepaid expenses and other current assets	79,496	60,431
Total current assets	216,262	376,240
Property and equipment, net:
Property and equipment, at cost	2,364,872	2,345,283
Accumulated depreciation	(1,073,198)	(1,061,287)
Total property and equipment, net	1,291,674	1,283,996
Other assets:
Right-of-use operating leases, net	194,519	201,128
Debt issuance costs	3,413	3,624
Deposits and other assets	10,452	12,722
Goodwill	659,618	659,618
Intangible assets, net of accumulated amortization of $23,824 and $23,224 as of March 31, 2020 and December 31, 2019, respectively	344,611	345,212
Total other assets	1,212,613	1,222,304
Total assets	2,720,549	2,882,540
Current liabilities:
Accounts payable	48,994	32,904
Accrued compensation, payroll taxes and benefits	11,660	19,556
Accrued insurance reserves	33,223	35,376
Accrued interest payable	20,413	26,128
Other accrued liabilities	63,114	63,019
Deferred revenue	149,111	144,040
Short-term borrowings	40,000
Current portion of long-term debt	8,000	8,000
Short-term operating lease liabilities	10,490	10,709
Total current liabilities	385,005	339,732
Noncurrent liabilities:
Long-term debt	2,215,794	2,266,884
Long-term operating lease liabilities	186,062	188,149
Other long-term liabilities	43,238	27,514
Deferred income taxes	214,038	247,121
Total noncurrent liabilities	2,659,132	2,729,668
Total liabilities	3,044,137	3,069,400
Redeemable noncontrolling interests	529,276	529,258
Stockholders' deficit:
Preferred stock, $1.00 par value
Common stock, $0.025 par value, 280,000,000 shares authorized; 84,666,505 and 84,633,845 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	2,116	2,116
Capital in excess of par value	1,070,900	1,066,223
Accumulated deficit	(1,815,457)	(1,709,747)
Accumulated other comprehensive loss, net of tax	(110,423)	(74,710)
Total stockholders' deficit	(852,864)	(716,118)
Total liabilities and stockholders' deficit	$ 2,720,549	$ 2,882,540

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Leases - Future Minimum Lease Obligations (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Leases
Remaining in 2020	$ 22,312
2021	22,747
2022	21,729
2023	21,489
2024	19,349
Thereafter	268,271
Total	375,897
Less: present value discount	(179,345)
Lease liability	$ 196,552

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Derivative Financial Instruments - Gains and Losses before Taxes on Derivatives (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 22, 2020	Mar. 31, 2020	Mar. 31, 2019
Derivative Financial Instruments
Loss Recognized in AOCI (Effective Portion)		$ (28,794)
Loss Reclassified from AOCI into Operations (Effective Portion)		120
Repayment of borrowings		117,510	$ 25,000
Amended And Restated Term Loan B
Derivative Financial Instruments
Repayment of borrowings	$ 315,000
Interest Rate Swap
Derivative Financial Instruments
Loss Recognized in AOCI (Effective Portion)		(28,794)
Loss Reclassified from AOCI into Operations (Effective Portion)		$ 120