Six Flags Entertainment Corp (Form: 8-K, Received: 10/21/2014 16:09:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 21, 2014

Six Flags Entertainment Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



1-13703		13-3995059
(Commission File Number)		(IRS Employer Identification No.)



924 Avenue J East
Grand Prairie, Texas		75050
(Address of Principal Executive Offices)		(Zip Code)

(972) 595-5000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02	Results of Operations and Financial Condition .

On October 21, 2014 , Six Flags Entertainment Corporation (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2014 . A copy of the press release is furnished as Exhibit 99.1.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

The Company has established a program (the “Project 600 Program”) pursuant to which executive officers and other employees may be granted awards (a “Project 600 Award”) under the Six Flags Entertainment Corporation Long-Term Incentive Plan (the “Long-Term Incentive Plan”). The Project 600 Program sets a goal of attaining $600 million of Modified EBITDA (as defined in the Company’s financial statements) by 2017 and the number and timing of any issuances of common stock under the Project 600 Program will depend on progress toward the $600 million target and the timing thereof. The Project 600 Awards also provide for the grant of dividend equivalent rights equal in number to the number of shares that will be granted under the applicable Project 600 Award. The aggregate share payout under the Project 600 Program if the $600 million target is achieved in 2017 would be 2,400,000 shares (not including dividend equivalent rights) but could be more or less depending on achievement and the timing thereof. The issuance date of any shares pursuant to Project 600 Awards will be after the end of the year in which the performance target is achieved. Exhibit 10.1 attached hereto sets forth the base number of shares under the Project 600 Program that each of the Company’s executive officers would receive assuming the $600 million of Modified EBITDA target is achieved in 2017.

To the extent that the number of shares required to be issued pursuant to the Project 600 Program exceeds the number of shares available for issuance under the Long-Term Incentive Plan, any such incremental share issuances shall be subject, on a pro rata basis, to stockholder approval of an amendment to the Long-Term Incentive Plan to increase the number of shares available under the Long-Term Incentive Plan.

The above summary of the material terms of the Project 600 Program does not purport to be complete and is qualified in its entirety by reference to the Project 600 Program Overview and the Form of Project 600 Program Award Agreement, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated by reference herein as well as the Long-Term Incentive Plan which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 4, 2010, including Amendment No. 1 thereto, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 5, 2011, each of which are incorporated by reference herein.

Item 8.01 Other Events .

On October 21, 2014, the Company announced that its Board of Directors approved an increase in the Company's ongoing quarterly cash dividend from $0.47 per share of common stock to $0.52 per share. The fourth quarter dividend will be payable December 8, 2014 to shareholders of record as of November 25, 2014. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits .


(d)	Exhibits


10.1	List of Project 600 Awards to Executive Officers


10.2	Project 600 Program Overview


10.3	Form of Project 600 Program Award Agreement


99.1	Press Release Announcing Quarterly Financial Results, dated October 21, 2014


99.2	Press Release Announcing Quarterly Cash Dividend, dated October 21, 2014

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 hereunto duly authorized.



	SIX FLAGS ENTERTAINMENT CORPORATION


	By:	/s/ Lance C. Balk
		Name:	Lance C. Balk
		Title:	Executive Vice President and General
			Counsel
Date: October 21, 2014

EXHIBIT INDEX



Exhibit No.		Description

10.1		List of Project 600 Awards to Executive Officers
10.2		Project 600 Program Overview
10.3		Form of Project 600 Program Award Agreement
99.1		Press Release Announcing Quarterly Financial Results, dated October 21, 2014
99.2		Press Release Announcing Quarterly Cash Dividend, dated October 21, 2014

Exhibit 10.1

List of Project 600 Awards to Executive Officers



Executive Officer	Base Number
Lance C. Balk	45,000
John M. Duffey	120,000
Walter S. Hawrylak	40,000
Brett Petit	40,000
James Reid-Anderson	500,000
Leonard A. Russ	22,500

Exhibit 10.2

Project 600 Program Overview

PROJECT 600 AWARDS UNDER

SIX FLAGS ENTERTAINMENT CORPORATION

LONG-TERM INCENTIVE PLAN

The objective of the Project 600 Awards under the Six Flags Entertainment Corporation Long-Term Incentive Plan ("Project 600 Awards") is to provide management and other key employees with an equity incentive to achieve $600 million of Modified EBITDA in a calendar year (the “EBITDA Target”) by December 31, 2017. The Project 600 Awards also provide for the grant of dividend equivalent rights equal in number to the number of shares that will be granted under the applicable Project 600 Award. An aggregate of 2,400,000 shares (not including dividend equivalent rights) would be issued if the EBITDA Target is achieved in calendar 2017, to the extent provided in the applicable Project 600 Award agreement.

The Project 600 Awards provide management with incentive to reach the EBITDA Target earlier by providing: (a) a 15% early achievement bonus (2,760,000 total shares) if the EBITDA Target is met for calendar year 2016 and (b) a 35% early achievement bonus (3,240,000 total shares) if the EBITDA Target is met for calendar year 2015, all to the extent provided in the applicable Project 600 Award agreement. If the EBITDA Target is met for the first time in calendar year 2018 and there has been no early achievement bonus or partial achievement award (as described in the Project 600 Award agreement), the number of shares awarded to each participant will be equal to 50% of the base award.

A minimum achievement hurdle of $575 million applies and any overperformance above $575 million would be credited to the immediately subsequent calendar year.

The terms and conditions of the Project 600 Awards are set forth in a separate Project 600 Award agreement that shall apply in the event of any conflict with this Project 600 Program Overview.

Exhibit 10.3

Form of Project 600 Program Award Agreement

PERFORMANCE AWARD UNDER

SIX FLAGS ENTERTAINMENT CORPORATION

LONG-TERM INCENTIVE PLAN

Award

•

Eligibility : On the terms set forth below, Participant will be granted a Project 600 Award on the Grant Date after the Company achieves $600 million of Modified EBITDA in the 2015, 2016, 2017 or 2018 calendar year (“ Target EBITDA ”) provided such Participant (i) must be employed by the Company or an Affiliate on the first day of the calendar year immediately following the calendar year during which such Target EBITDA is achieved or (ii) must be employed by the Company or an Affiliate on the Project 600 Change in Control, as defined below (“ Project 600 Change in Control ”) or have had such employment terminated in anticipation of the Project 600 Change in Control.

•

Target Award : The number of Shares included in the Participant’s Project 600 Award if the Target EBITDA is achieved for the first time in calendar year 2017 and there has been no Early Achievement Award or Partial Achievement Award will be equal to _________Shares (“ Target Award ”). The number of Shares included in the Participant’s Project 600 Award if the Target EBITDA is achieved for the first time in calendar year 2018 and there has been no Early Achievement Award or Partial Achievement Award will be equal to 50% of the Target Award.


•	Early Achievement Awards :

- 2015: If Target EBITDA is achieved in calendar year 2015, the Target Award is increased by 35% and a grant of _________ [135% x Target Award] Shares will be made on the Grant Date. No additional grants of Shares under this Performance Award would be made.

- 2016: If Target EBITDA is achieved in calendar year 2016 and there was no 2015 Partial Achievement Award, the Target Award is increased by 15% and a grant of _________ [115% x Target Award] Shares will be made on the Grant Date. No additional grants of Shares under this Performance Award would be made.


•	Partial Achievement Awards :

- 2015: If $575 million of Modified EBITDA but not Target EBITDA is achieved in calendar year 2015, a grant of _________ [75% x 135% x Target Award] Shares (“ 2015 Partial Achievement Award ”) will be made on the Grant Date.

The excess by which the Modified EBITDA for calendar year 2015 exceeds $575 million is referred to as “ Excess 2015 Modified EBITDA ”.

- 2016: A “ 2016 Partial Achievement Award ” is:

If no 2015 Partial Achievement Award was earned, then if $575 million of Modified EBITDA but not Target EBITDA is achieved in calendar year 2016, a grant of _________ [75% x 115% x Target Award] Shares (“ 2016 Partial Achievement Award ”) will be made on the Grant Date.

If a 2015 Partial Achievement Award was earned, then if Modified EBITDA in calendar year 2016 equals or exceeds (i) $575 million less (ii) the Excess 2015 Modified EBITDA, a grant of _________ [25% x 115% x Target Award] Shares will be made on the Grate Date. No additional grants of Shares under this Performance Award would be made.

The excess by which the Modified EBITDA for calendar year 2016 exceeds $575 million is referred to as “ Excess 2016 Modified EBITDA ”.

- 2017: A “ 2017 Partial Achievement Award ” is:

If neither a 2015 Partial Achievement Award nor a 2016 Partial Achievement Award was earned, then if the Modified EBITDA in calendar year 2017 equals or exceeds $575 million of Modified EBITDA but Target EBITDA is not achieved in calendar year 2017, a grant of _________ [75% x Target Award] Shares will be made on the Grant Date.

If a 2016 Partial Achievement Award was earned but no 2015 Partial Achievement Award was earned, then if Modified EBITDA in calendar year 2017 equals or exceeds (i) $575 million less (ii) the Excess 2016 Modified EBITDA, a grant of _________ [25% x Target Award] Shares will be made on the Grant Date. No additional grants of Shares under this Performance Award would be made.

If a 2015 Partial Achievement Award was earned but no 2016 Partial Achievement Award was earned, then if Modified EBITDA in calendar year 2017 equals or exceeds (i) $600 million less (ii) the Excess 2015 Modified EBITDA, a grant of _________ [25% x Target Award] Shares will be made on the Grant Date. No additional grants of Shares under this Performance Award would be made.

Grant Date

•

The grant date of any Project 600 Award will be the date of the Compensation Committee’s certification of the achievement of the Modified EBITDA required for the applicable Target Award, Early Achievement Award or Partial Achievement Award after completion of the Audit Committee’s review of the Company’s audited financial statements for the applicable calendar year. Such certification and grant shall occur during the calendar year following the calendar year during which the requisite Modified EBITDA was achieved. To receive a grant of Shares under the Project 600 Award based on Modified EBITDA for 2015, 2016, 2017 or 2018 (but not based on the Project 600 Change in Control Date, as defined below), the Company must have a profit for at least one of the 2015, 2016, 2017 or 2018 calendar years. To receive any grant of Shares under the Project 600 Award, unless otherwise determined by the Compensation Committee, the Participant (i) must be employed by the Company or an Affiliate on the first day of the calendar year immediately following the calendar year during which the requisite Modified EBITDA was achieved or (ii) must be employed by the Company or an Affiliate on the Project 600 Change in Control Date, or have had such employment terminated in anticipation of a Project 600 Change in Control Date.

Project 600

Change in Control

•

Upon a Project 600 Change in Control, Participant shall earn the number of Shares Participant would have earned if the Target EBITDA had been earned in the calendar year of the Project 600 Change in Control; provided, however, for purposes of calculating an Early Achievement Award, unless the Target EBITDA had already been achieved in the calendar year of the Project 600 Change in Control prior to such Project 600 Change in Control, only the Target Award shall be earned as an Early Achievement Award upon a Project 600 Change in Control. In addition, in the event of a significant transaction not expressly covered by the definition of Project 600 Change in Control, the Board shall, in its discretion, make appropriate awards and/or adjustments to award criteria to reflect any such transaction. For purposes of this Project 600 Award, Project 600 Change in Control has the same meaning as the definition of Change in Control set forth in the Long-Term Incentive Plan.

Modified

EBITDA

•

Modified EBITDA has the meaning contained in the notes to the financial statements filed with the Company’s quarterly earnings releases, subject to potential adjustments by the Compensation Committee as set forth in the following sentence. In the event of acquisitions, dispositions, extraordinary or other unusual or one-time transactions and other events set forth in Section 9(d)(ii) of the Long-Term Incentive Plan, the Compensation Committee, in consultation with the Audit Committee, shall equitably adjust the applicable Modified EBITDA level(s) necessary to earn an Early Achievement Award, Partial Achievement Award and Target Award.

Other

•

Whether a Partial Achievement Award is earned for any calendar year shall be determined prior to whether a Target Award or Early Achievement Award is earned for such calendar year. The Target Award may be earned only if no Partial Achievement Award or Early Achievement Award was earned in any calendar year. For the sake of clarity, if (i) the Target EBITDA has been achieved in any of 2015 or 2016, no additional grants of Shares under this Performance Award would be made after such Early Achievement Award, (ii) there has been a 2016 Partial Achievement Award, the number of Shares that will be issued upon achievement of the Target EBITDA in 2017 shall be determined pursuant to the rules applicable to 2017 Partial Achievement Awards, (iii) a 2016 Partial Achievement Award is earned but no 2017 Partial Achievement Award is earned, no additional grants of Shares under this Performance Award would be made after such 2016 Partial Achievement Award, or (iv) a 2017 Partial Achievement Award is earned, no additional grants of Shares under this Performance Award would be made after such 2017 Partial Achievement Award.

•

In the event of any extraordinary transaction following the date of this Performance Award and prior to the last possible issuance of any Shares, the Compensation Committee shall equitably adjust the Performance Award as it deems appropriate to preserve the value of the Performance Award to the Participant and the intended purpose of the Performance Award; provided that, notwithstanding anything to the contrary contained herein, in the event of a Project 600 Change in Control or other extraordinary transaction, the Compensation Committee may terminate and cancel this Performance Award by payment of cash in an amount equal to the Fair Market Value of Shares that would have been paid upon a Project 600 Change in Control.

•

The terms of this Performance Award supersede any applicable employment or other agreement provision which might be construed to vary the terms set forth in this Performance Award or otherwise entitle the Participant to a Target Award, Early Achievement Award or Partial Achievement Award other than on the terms set forth in this Performance Award and the Participant waives any such provision as a condition to receiving this Performance Award.

Dividend

Equivalent

Rights

•

Grant : In addition to the Shares that may be granted in accordance with the preceding provisions (“ Project 600 Performance Award ”), the Company hereby grants to Participant Dividend Equivalent Rights equal in number to the number of Shares that will be granted to Participant under the Project 600 Performance Award (including, without limitation, for any early or partial achievement). Each Dividend Equivalent Right entitles the Participant to a payment in Shares as specified below equal to the cash dividends declared on a Share on or after _________ (“ DER Grant Date ”) through the date of grant of the Project 600 Performance Award, subject to the terms and conditions set forth in this Performance Award and in the Long-Term Incentive Plan.


•	Vesting : No distributions with respect to Dividend Equivalent Rights shall be made unless and until such Dividend Equivalent Rights shall have become vested. Dividend Equivalent Rights shall vest on the dates Shares under the Project 600 Performance Award are granted (each, a “ Vesting Date ”).

•

Expiration : Unless earlier terminated in accordance with the terms and provisions of the Plan or this Award and without limitation on the distributions specified below with respect to vested Dividend Equivalent Rights, a Dividend Equivalent Right shall expire and be cancelled immediately following the earlier of (a) vesting of the Dividend Equivalent Right or (b) forfeiture or cancellation of the Project 600 Performance Award.


•	Distributions : Upon the vesting of Dividend Equivalent Rights, the Participant will be entitled to and promptly (and in no event later than 30 days after such vesting) receive a number of Shares equal to:


(a)	the sum of all dividends declared and paid on a Share with a record date from the DER Grant Date through, and including, the Vesting Date multiplied by the number of Dividend Equivalent Rights vesting on such Vesting Date, divided by


(b)	the fair market value of a Share on such Vesting Date.

To the extent that on the Vesting Date, dividends were declared but not yet paid on a Share, the Participant will be entitled to and promptly (and in no event later than 30 days after such payment date) receive a number of Shares equal to:


(a)	all such dividends declared on a Share from the DER Grant Date through and including the Vesting Date but not paid until after the Vesting Date multiplied by the number of Dividend Equivalent Rights that vested on such Vesting Date, divided by


(b)	the fair market value of a Share on the date such dividends are paid to stockholders of the Company.

Notwithstanding the foregoing, no fractional Shares shall be issued; the calculation of Shares to be delivered shall be rounded down to the next lowest whole number and the value of any fractional Share shall be distributed to the Participant in cash.

Stockholder

Approval

•

Participant understands and acknowledges that this Project 600 Performance Award and corresponding Dividend Equivalent Rights within this Award to the extent that such Award together with all other Project 600 Performance Awards and corresponding Dividend Equivalent Rights under Awards under the Long-Term Incentive Plan provides for the issuance of Shares that exceeds the number of Shares available under the Long-Term Incentive Plan is contingent with respect to the Participant’s pro rata share of such number of Shares in excess of those available under the Long-Term Incentive Plan and subject to the receipt by the Company of stockholder approval of an amendment to the Long-Term Incentive Plan to increase the number of shares available under the Long-Term Incentive Plan and, if such stockholder approval is not obtained by no later than by June 30, 2015, such portion of this Award reflecting the Participant’s pro rata portion of such excess number of Shares that are not available under the Long-Term Incentive Plan shall be null and void. The Compensation Committee shall reasonably determine a Participant’s pro rata portion of such excess number of Shares that are not available under the Long-Term Incentive and its applicability to the Award and allocation between the Project 600 Performance Award and Dividend Equivalent Rights.

Terms


•	The Project 600 Performance Award and the Dividend Equivalent Rights are subject to the terms and conditions of the Long-Term Incentive Plan (except as modified herein). All terms not otherwise defined in this Award have the meaning assigned to them in the Long-Term Incentive Plan.

Exhibit 99.1



FOR IMMEDIATE RELEASE Contact: Nancy Krejsa Senior Vice President Investor Relations and Corporate Communications +1-972-595-5083 nkrejsa@sftp.com

Another Record Quarter at Six Flags as Revenue Climbs Seven Percent and Trailing Twelve Month Cash EPS ¹ Rises 14 Percent

Company Sets New Long-Term Modified EBITDA Target of $600 million by 2017

GRAND PRAIRIE, Texas — October 21, 2014 — Six Flags Entertainment Corporation (NYSE: SIX), the world’s largest regional theme park company, today announced its third quarter 2014 revenue grew to a record high of $542 million, representing a $37 million or 7 percent increase over the same period in 2013. Third quarter Adjusted EBITDA ² of $291 million was an improvement of $23 million or 8 percent over prior year.

“We remain laser focused on delivering significant shareholder value through attendance gains, ticket yield management, and international expansion, all while further enhancing the quality of our guest experience,” said Jim Reid-Anderson, Chairman, President, and CEO.

Total guest spending per capita grew $2.52 or 6 percent in the third quarter to $43.79, with admissions revenue per capita increasing $1.91 or 8 percent to $25.87 and in-park revenue per capita increasing $0.61 or 4 percent to $17.92. Attendance for the third quarter of 11.8 million guests was up slightly over prior year.

For the first nine months of 2014, the company reported revenue of $992 million, a $36 million or 4 percent increase over prior year, while Adjusted EBITDA for the same nine-month period totaled $393 million, a $25 million or 7 percent improvement over the prior year.

In the first nine months of 2014, total guest spending per capita grew $3.23 or 8 percent to $43.77, with admissions revenue per capita increasing $2.22 or 10 percent to $25.54 and in-park revenue per capita increasing $1.01 or 6 percent to $18.23.

Diluted earnings per share for the quarter and nine months ended September 30, 2014 were $1.08 and $1.13, respectively. Income Before Income Taxes for both the third quarter and nine months included a $73 million stock-based compensation charge relating to the probable achievement by 2015 of Project 500, a long-term incentive compensation program established by the company in August 2011. Excluding the Project 500 stock-based compensation charge, diluted earnings per share for the quarter and nine months ended September 30, 2014 were $1.56, up 28 percent, and $1.60, up 54 percent, respectively.

For the twelve-months ended September 30, 2014, Adjusted EBITDA was $429 million and Modified EBITDA ³ was $467 million. Modified EBITDA margin for the same twelve-month period grew to 40.7 percent-a new industry high.

The company’s Active Pass Base, which includes season pass holders and guests in the company’s membership program, increased 10 percent from September 30, 2013 to September 30, 2014.

Cash earnings per share ¹ for the twelve-month period ending September 30, 2014 was $2.51, an increase of $0.30 per share or 14 percent compared to the prior twelve-month period ending September 30, 2013.

During the first nine months of 2014 the company invested $95 million in new capital, paid dividends of $136 million, or $0.47 per common share per quarter, and repurchased $119 million or 3.1 million shares of its common stock. As of September 30, 2014, the company had $376 million available under the board’s current share repurchase authorization.

Net Debt ⁴ as of September 30, 2014 was $1,232 million, a 2.9 times net leverage ratio.

Long-term Outlook

Six Flags today also announced a new long-term profit target, which is an aspirational goal of achieving $600 million of Modified EBITDA by calendar year 2017, equating to nearly $3.75 of cash earnings per share. During the twelve months ended September 30, 2014, the company generated $467 million of Modified EBITDA and $2.51 of cash earnings per share.

“Our new 2017 target of $600 million of Modified EBITDA allows us to invest appropriately in the business, continue paying a sustainable, growing dividend, and execute on our share repurchase program,” said John Duffey, executive vice president and CFO.

Conference Call

The company will host a conference call at 4:00 p.m. Central Time today, Tuesday October 21, 2014 to discuss its third quarter 2014 financial performance. The call is accessible on the Six Flags Investor Relations website at www.sixflags.com/investors or by dialing 1-855-889-1976 in the United States or +1-937-641-0558 outside the United States and requesting the Six Flags earnings call. A replay of the call will be available through October 29, 2014 by dialing (855) 859-2056 or +1(404) 537-3406, Conference ID 13139083.

About Six Flags Entertainment Corporation

Six Flags Entertainment Corporation is the world’s largest regional theme park company with $1.1 billion in revenue and 18 parks across the United States, Mexico and Canada. For 53 years, Six Flags has entertained millions of families with world-class coasters, themed rides, thrilling water parks and unique attractions including up-close animal encounters, Fright Fest® and Holiday in the Park®. For more information, visit www.sixflags.com .

Forward Looking Statements

The information contained in this release, other than historical information, consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. 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, (i) the adequacy of cash flows from operations, available cash and available amounts under our credit facilities to meet our future liquidity needs, (ii) our ability to roll out our capital enhancements in a timely and cost effective manner, (iii) our ability to improve operating results by implementing strategic cost reductions, and organizational and personnel changes without adversely affecting our business, (iv) our operations and results of operations, and (v) the risk factors or uncertainties listed from time to time in the company’s filings with the Securities and Exchange Commission ("SEC"). In addition, important factors, including factors impacting attendance, local conditions, contagious diseases, events, disturbances and terrorist activities, recall of food, toys and other retail products which we sell, risk of accidents occurring at the company’s parks or other parks in the industry and adverse publicity concerning our parks or other parks in the industry, 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, 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 other entertainment alternatives, dependence on a seasonal workforce, unionization activities and labor disputes, laws and regulations affecting labor and employee benefit costs, including potential increases in state and federally mandated minimum wages, and healthcare reform, pending, threatened or future legal proceedings and the significant expenses associated with litigation, cyber security risks and other factors could cause actual results to differ materially from the company’s expectations. Although the company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will be realized and actual results could vary materially. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in the company’s Annual and Quarterly Reports on Forms 10-K and 10-Q, and its other filings and submissions with the SEC, each of which are available free of charge on the company’s investor relations website at www.sixflags.com/investors and on the SEC’s website at www.sec.gov .

Footnotes

(1)

Cash Earnings Per Share (or Cash EPS), 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.


(2)	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).


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


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

SIX FLAGS ENTERTAINMENT CORPORATION



Statement of Operations Data ⁽¹⁾

	Three Months Ended						Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Theme park admissions	$	305,820		$	282,095		$	545,958		$	523,293
Theme park food, merchandise and other	211,870			203,846			389,609			386,347
Sponsorship, licensing and other fees	18,717			13,589			42,438			32,064
Accommodations revenue	5,436			4,990			14,107			14,038
Total revenue	541,843			504,520			992,112			955,742
Operating expenses (excluding depreciation and amortization shown separately below)	143,881			134,395			352,040			340,926
Selling, general and administrative expense (excluding depreciation, amortization and stock-based compensation shown separately below)	48,494			45,571			131,889			131,091
Costs of products sold	39,730			36,616			77,321			75,541
Depreciation	26,467			27,300			79,007			86,411
Amortization	665			3,598			1,995			10,796
Stock-based compensation	78,168			7,077			89,267			21,496
Loss on disposal of assets	1,608			4,325			4,181			6,959
Gain on sale of investee	—			—			(10,031		)	—
Interest expense, net	18,464			18,603			54,280			55,580
Other (income) expense, net	(6		)	1,013			(260		)	1,017
Income before income taxes	184,372			226,022			212,423			225,925
Income tax expense	60,332			86,405			64,272			82,361
Net income	124,040			139,617			148,151			143,564
Less: Net income attributable to noncontrolling interests	(19,006		)	(19,214		)	(38,012		)	(38,327		)
Net income attributable to Six Flags Entertainment Corporation	$	105,034		$	120,403		$	110,139		$	105,237

Weighted-average common shares outstanding:
Weighted-average number of common shares outstanding — basic	94,522			95,105			94,900			97,569
Weighted-average number of common shares outstanding — diluted	97,274			98,472			97,885			100,819

Net income per average common share outstanding:
Net income per average common share outstanding — basic	$	1.11		$	1.27		$	1.16		$	1.08
Net income per average common share outstanding — diluted	$	1.08		$	1.22		$	1.13		$	1.04

SIX FLAGS ENTERTAINMENT CORPORATION

The following table sets forth a reconciliation of net income to Adjusted EBITDA and Free Cash Flow for the three and nine months ended September 30, 2014 and September 30, 2013 :



	Three Months Ended						Nine Months Ended
(Amounts in thousands, except per share data)	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Net income	$	124,040		$	139,617		$	148,151		$	143,564
Income tax expense	60,332			86,405			64,272			82,361
Other (income) expense, net	(6		)	1,013			(260		)	1,017
Interest expense, net	18,464			18,603			54,280			55,580
Loss on disposal of assets	1,608			4,325			4,181			6,959
Gain on sale of investee	—			—			(10,031		)	—
Amortization	665			3,598			1,995			10,796
Depreciation	26,467			27,300			79,007			86,411
Stock-based compensation	78,168			7,077			89,267			21,496
Impact of Fresh Start valuation adjustments ⁽²⁾	92			150			275			442
Modified EBITDA ⁽³⁾	309,830			288,088			431,137			408,626
Third party interest in EBITDA of certain operations ⁽⁴⁾	(19,006		)	(19,785		)	(38,012		)	(40,080		)
Adjusted EBITDA ⁽³⁾	290,824			268,303			393,125			368,546
Cash paid for interest, net	(27,307		)	(31,483		)	(60,311		)	(44,730		)
Capital expenditures, net of property insurance recoveries in 2014	(14,075		)	(16,843		)	(95,420		)	(89,182		)
Cash taxes ⁽⁵⁾	(6,290		)	(3,428		)	(12,628		)	(11,447		)
Free Cash Flow ⁽⁶⁾	$	243,152		$	216,549		$	224,766		$	223,187

Weighted-average number of common shares outstanding — basic	94,522			95,105			94,900			97,569

Cash Earnings Per Share	$	2.57		$	2.28		$	2.37		$	2.29

SIX FLAGS ENTERTAINMENT CORPORATION

The following table sets forth a reconciliation of net income to Adjusted EBITDA and Free Cash Flow for the twelve months ended September 30, 2014 and September 30, 2013 :



	Last Twelve Months Ended
(Amounts in thousands, except per share data)	September 30, 2014			September 30, 2013
Net income	$	161,460		$	298,863
Income from discontinued operations	(549		)	(116		)
Income tax expense (benefit)	29,512			(110,245		)
Other (income) expense, net	(223		)	1,794
Loss on debt extinguishment	789			587
Interest expense, net	72,845			67,970
Loss on disposal of assets	5,801			7,417
Gain on sale of investee	(10,031		)	(278		)
Amortization	5,592			14,399
Depreciation	106,278			118,131
Stock-based compensation	94,805			39,487
Impact of Fresh Start valuation adjustments ⁽²⁾	427			697
Modified EBITDA ⁽³⁾	466,706			438,706
Third party interest in EBITDA of certain operations ⁽⁴⁾	(38,015		)	(40,202		)
Adjusted EBITDA ⁽³⁾	428,691			398,504
Cash paid for interest, net	(66,930		)	(56,179		)
Capital expenditures, net of property insurance recoveries in 2014	(108,091		)	(108,556		)
Cash taxes ⁽⁵⁾	(14,949		)	(12,690		)
Free Cash Flow ⁽⁶⁾	$	238,721		$	221,079

Weighted-average number of common shares outstanding — basic	94,942			99,946

Cash Earnings Per Share	$	2.51		$	2.21

SIX FLAGS ENTERTAINMENT CORPORATION



Balance Sheet Data ⁽¹⁾

	As of
(Amounts in thousands)	September 30, 2014		December 31, 2013
Cash and cash equivalents (excluding restricted cash)	$	164,777	$	169,310
Total assets	2,748,769		2,607,814

Deferred income	91,031		60,443
Current portion of long-term debt	6,287		6,269
Long-term debt (excluding current portion)	1,390,497		1,394,334

Redeemable noncontrolling interests	456,551		437,569

Total equity	348,763		373,337

Shares outstanding	94,539		94,857


(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: 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”) of which the Company purchased the noncontrolling interests from its partners in the Lodge in 2013) 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 purchased the noncontrolling interests from its partners in the Lodge in 2013 and sold its interest in dick clark productions, inc. in September 2012.


(5)	Based on our current federal net operating loss carryforwards, we believe we will continue to pay minimal amounts for cash taxes for the next three to four years. Cash taxes paid represents statutory taxes paid, primarily in Mexico.

(6)

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 debt due to the 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.

Exhibit 99.2



Contact: Nancy Krejsa Senior Vice President Investor Relations and Corporate Communications +1-972-595-5083 nkrejsa@sftp.com

Six Flags Announces Eleven Percent Increase in Quarterly Dividend

Annual Dividend Increases from $1.88 to $2.08 per Share

GRAND PRAIRIE, Texas — October 21, 2014 — Six Flags Entertainment Corporation (NYSE: SIX) announced today that its board of directors has approved an increase in the company’s ongoing quarterly cash dividend from $0.47 per common share to $0.52 per common share. The fourth quarter 2014 dividend will be payable December 8, 2014 to shareholders of record as of November 25, 2014.

“The company’s strong momentum has enabled us to raise our dividend by 11 percent, representing our fifth consecutive year of dividend increases,” said Jim Reid-Anderson, Chairman, President and CEO. “We are highly focused on building shareholder value and believe an attractive, growing dividend is an excellent way to deliver consistent returns for our shareholders.”

About Six Flags Entertainment Corporation

Six Flags Entertainment Corporation is the world’s largest regional theme park company with $1.1 billion in revenue and 18 parks across the United States, Mexico and Canada. For 53 years, Six Flags has entertained millions of families with world-class coasters, themed rides, thrilling water parks and unique attractions including up-close animal encounters, Fright Fest ^® and Holiday in the Park ^® . For more information, visit www.sixflags.com .

Forward Looking Statements

The declaration and payment of future dividends is subject to the determination of the Six Flags Board of Directors, in its sole discretion, after considering various factors, including Six Flags’ financial condition, historical and forecast operating results, and available cash flow, as well as any applicable laws and contractual covenants and any other relevant factors. Six Flags’ practice regarding payment of dividends may be modified at any time and from time to time.