2013 Season Off to a Record Start at Six Flags with 32 Percent Revenue Growth

Six Flags Entertainment Corporation

(In Thousands, Except Per Share Amounts)

Statements of Operations Data (1)

Three Months Ended

March 31,

2013

2012

Theme park admissions

$           41,532

$           29,451

Theme park food, merchandise and other

32,832

24,617

Sponsorship, licensing and other fees

7,893

7,708

Accommodations revenue

5,264

4,582

Total revenue

87,521

66,358

Operating expenses (excluding depreciation and

 amortization shown separately below)

84,219

78,572

Selling, general and administrative expense (excluding

 depreciation, amortization and stock-based

 compensation shown separately below)

32,601

29,220

Costs of products sold

7,925

5,727

Depreciation

31,547

36,993

Amortization

3,599

4,502

Stock-based compensation

7,097

17,009

Loss on disposal of assets

1,070

1,643

Interest expense, net

18,397

11,363

Equity in loss of investee

-

320

Other income, net

(242)

(781)

Loss from continuing operations before

 reorganization items, income taxes and 

 discontinued operations

(98,692)

(118,210)

Reorganization items, net

(180)

554

Loss from continuing operations

 before income taxes and discontinued operations

(98,512)

(118,764)

Income tax benefit

(36,399)

(3,756)

Loss from continuing operations before

 discontinued operations

(62,113)

(115,008)

Loss from discontinued operations

-

(35)

Net loss

$          (62,113)

$        (115,043)

Less: Net income attributable to

  noncontrolling interests

(414)

(66)

Net loss attributable to

  Six Flags Entertainment Corporation

$          (62,527)

$        (115,109)

Net loss applicable to Six Flags Entertainment

  Corporation common stockholders

$          (62,527)

$        (115,109)

Per share - basic and diluted:

     Loss from continuing operations

       applicable to Six Flags Entertainment

       Corporation common stockholders

$             (1.23)

$             (2.11)

     Loss from discontinued operations

       applicable to Six Flags Entertainment

       Corporation common stockholders

$                     -

$                     -

Net loss applicable to Six Flags Entertainment

   Corporation common stockholders

$             (1.23)

$             (2.11)

Weighted average shares outstanding - basic and diluted

50,964

54,593

The following table sets forth a reconciliation of net loss to Adjusted EBITDA and Free Cash Flow for the 

periods shown (in thousands):

Three Months Ended

March 31,

2013

2012

Net loss

$    (62,113)

$   (115,043)

Loss from discontinued operations

-

35

Income tax benefit

(36,399)

(3,756)

Reorganization items, net

(180)

554

Other income, net

(242)

(781)

Equity in loss of investee

-

320

Interest expense, net

18,397

11,363

Loss on disposal of assets

1,070

1,643

Amortization

3,599

4,502

Depreciation

31,547

36,993

Stock-based compensation

7,097

17,009

Impact of Fresh Start valuation adjustments (2)

145

242

Modified EBITDA (3)

(37,079)

(46,919)

Third party interest in EBITDA

  of certain operations (4)

(1,026)

1,285

Adjusted EBITDA (3)

$    (38,105)

$    (45,634)

Cash paid for interest, net

(6,499)

(5,824)

Capital expenditures (net of property insurance recoveries)

(36,600)

(35,811)

Cash taxes

(5,408)

(4,633)

Free Cash Flow (5)

$    (86,612)

$    (91,902)

Weighted average shares outstanding - basic

50,964

54,593

Cash Loss Per Share

$        (1.70)

$        (1.68)

The following table sets forth a reconciliation of net income to Adjusted EBITDA and Free Cash

Flow for the periods shown (in thousands):

Last Twelve Months Ended

March 31,

2013

2012

Net income

$    444,043

$     46,669

Income from discontinued operations

(7,308)

(1,202)

Income tax benefit

(204,871)

(4,736)

Restructure recoveries

(47)

(1,516)

Reorganization items, net

1,434

2,509

Other expense (income), net

1,151

(352)

Loss on debt extinguishment

587

46,520

Equity in loss of investee

1,902

2,275

Interest expense, net

53,658

60,060

Loss on disposal of assets

7,532

7,281

Gain on sale of investee

(67,319)

-

Amortization

14,745

18,036

Depreciation

126,951

148,423

Stock-based compensation

52,963

56,967

Impact of Fresh Start valuation adjustments (2)

896

1,403

Modified EBITDA (3)

426,317

382,337

Third party interest in EBITDA

  of certain operations (4)

(36,159)

(28,552)

Adjusted EBITDA (3)

$    390,158

$    353,785

Cash paid for interest, net

(42,388)

(56,760)

Capital expenditures (net of property insurance recoveries)

(99,284)

(104,113)

Cash taxes

(10,210)

(9,616)

Free Cash Flow (5)

$    238,276

$    183,296

Weighted average shares outstanding - basic

52,946

54,820

Cash Earnings Per Share

$         4.50

$         3.34

Balance Sheet Data

(In Thousands)

Balance Sheet Data

March 31, 2013

December 31, 2012

Cash and cash equivalents

  (excluding restricted cash)

$      137,312

$       629,208

Total assets

2,654,195

3,056,391

Deferred income

91,653

52,703

Current portion of long-term debt

6,247

6,240

Long-term debt (excluding current portion)

1,397,694

1,398,966

Redeemable noncontrolling interests 

437,941

437,941

Total equity

424,335

896,153

Shares outstanding

48,192

53,819

(1)  Revenues and expenses of international operations are converted into U.S. dollars on an average basis as provided by GAAP.

(2)  Amounts recorded as valuation adjustments and included in reorganization items for the month of April 2010 that would have  been included in Modified EBITDA and Adjusted EBITDA, had fresh start accounting not been applied. Balance consists primarily of discounted insurance reserves that will be accreted through the statement of operations each quarter through 2018.

(3)   "Modified EBITDA", a non-GAAP measure, is defined as the Company's consolidated income (loss) from continuing operations:  (i) excluding the cumulative effect of changes in accounting principles, discontinued operations gains or losses, income tax expense or benefit, restructure costs or recoveries, reorganization items (net), other income or expense, gain or loss on early extinguishment of debt, equity in income or loss of investees, interest expense (net), gain or loss on disposal of assets, gain or loss on the sale of investees, amortization, depreciation, stock-based compensation, and fresh start accounting valuation adjustments. The Company believes that Modified EBITDA is useful to investors, equity analysts and rating agencies as a measure of the Company's performance. The Company believes that Modified EBITDA is a measure that can be readily compared to other companies, and the Company uses Modified EBITDA in its internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Modified EBITDA is not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), income (loss) from continuing operations, net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP or as an indicator of the Company's operating performance. Modified EBITDA as defined herein may differ from similarly titled measures presented by other companies.

"Adjusted EBITDA", a non-GAAP measure, is defined as Modified EBITDA minus the interests of third parties in the Adjusted EBITDA of properties that are less than wholly owned (consisting of Six Flags Over Georgia, Six Flags White Water Atlanta, Six Flags Over Texas, and Six Flags Great Escape Lodge & Indoor Waterpark (the "Lodge")) plus the Company's interest in the Adjusted EBITDA of dick clark productions, inc., which was sold in September 2012. The Company believes that Adjusted EBITDA provides useful information to investors regarding the Company's operating performance and its capacity to incur and service debt and fund capital expenditures. Adjusted EBITDA is approximately equal to "Parent Consolidated Adjusted EBITDA" as defined in the Company's secured credit agreement, except that Parent Consolidated Adjusted EBITDA excludes Adjusted EBITDA from equity investees that is not distributed to the Company in cash on a net basis and has limitations on the amounts of certain expenses that are excluded from the calculation. Adjusted EBITDA is not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), income (loss) from continuing operations, net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP  or as an indicator of the Company's operating performance. Adjusted EBITDA as defined herein may differ from similarly titled measures presented by other companies.

(4)  Represents interests of third parties in the Adjusted EBITDA of Six Flags Over Georgia, Six Flags Over Texas, Six Flags White Water Atlanta and the Lodge, plus the Company's interest in the Adjusted EBITDA of dick clark productions, inc., which are less than wholly owned. The Company sold its interest in dick clark productions, inc. in September 2012.

(5)  Free Cash Flow, a non-GAAP measure, is defined as Adjusted EBITDA less (i) cash paid for interest expense net of interest income receipts, (ii) capital expenditures net of property insurance recoveries, and (iii) cash taxes. The Company has excluded from the definition of Free Cash Flow deferred financing costs related to the Company's senior unsecured note offering that occurred in the fourth quarter of 2012 and the Company's debt refinancing that occurred in the fourth quarter of 2011 due to the unusual nature of these items. The Company believes that Free Cash Flow is useful to investors, equity analysts and rating agencies as a performance measure. The Company uses Free Cash Flow in its internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Free Cash Flow is not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), income (loss) from continuing operations, net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP or as an indicator of the Company's operating performance. Free Cash Flow as defined herein may differ from similarly titled measures presented by other companies.

Footnotes

(1)

See the following financial statements and Note 3 to those financial statements for a discussion of Adjusted EBITDA and its reconciliation to net income (loss).

(2)

The company's minority interest in dick clark productions, a non-core investment for the company, was divested on September 28, 2012, and generated $5.4 million, $1.9 million, $3.3 million and $0.3 million of Adjusted EBITDA for the company in Q4 2011, Q1 2012, Q2 2012 and Q3 2012, respectively.

(3)

See Note 3 to the following financial statements for a discussion of Modified EBITDA and its reconciliation to net income (loss).

(4)

Cash EPS (or Cash Earnings Per Share), which is defined as Free Cash Flow divided by the weighted average basic shares outstanding, is not a U.S. GAAP defined measure. The company believes this measure provides meaningful profitability metrics, given current accumulated tax loss carryforwards and the net depreciation/amortization impacts relating to the revaluation of assets in connection with the company's emergence from Chapter 11 in April 2010.

(5)

Net Debt represents total long-term debt, including current portion, less cash and cash equivalents.