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Palace Entertainment Holdings, Inc. Third Quarter 2007 Results and Earnings Call

    NEWPORT BEACH, Calif., Nov. 9 /PRNewswire/ -- Palace Entertainment
Holdings, Inc. ("Company") and Festival Fun Parks, LLC ("FFP"), its wholly-
owned subsidiary, one of the largest operators of water parks ("WPs") and
family entertainment centers ("FECs") in the United States is filing its
Quarterly Report on 10Q. The Company is including in this press release its
unaudited Condensed Consolidated Statements of Operations for the three and
nine month periods ended September 30, 2007 and 2006, Condensed
Consolidated Statements of Cash Flows for the nine month period ended
September 30, 2007 and 2006 and Condensed Consolidated Balance Sheets as of
September 30, 2007 and December 31, 2006 as well as related commentary.
    On April 12, 2006, the Company completed the acquisition of FFP
("Acquisition"). As a result, the Company's unaudited Condensed
Consolidated Statements of Operations for the period from January 1, 2006
through April 12, 2006 reflect the operations of the Company prior to the
Acquisition. However, for the purpose of comparing the pre-Acquisition and
post-Acquisition periods in 2006, we have combined the two periods in a
separate column in the financial statements for the three and nine month
periods presented below.
    The net revenue for the three-month period ended September 30, 2007
totaled $89.2 million compared to $82.2 million for the three-month period
ended September 30, 2006, an increase of $6.9 million or 8.4%. FEC revenues
increased $0.3 million or 1.4% over the same period in 2006. Good weather
in the Texas, New York and Georgia locations in particular combined with
pricing initiatives and last year's initiatives to improve the park
appearances and the quality of the guest service contributed to this
revenue increase. WP revenue increased by $6.6 million or 11.4% over the
same period in 2006. The WP revenue increase includes $2.0 million of
revenue for Raging Waters Sacramento which is a new park that began
operations in the second quarter of 2007. The additional revenue increase
at the WPs is also attributed to pricing initiatives, heavier season pass
revenue and increased attendance.
    Our park level operating expenses totaled $42.8 million for the three
month period ended September 30, 2007 compared to $40.9 million for the
same period in 2006, an increase of $1.9 million or 4.6%. Operating
expenses as a percentage of revenue decreased to 48.0% in 2007 compared to
49.7% in 2006. The primary drivers in each expense category were as
follows:
    -- Cost of products sold increased $0.3 million or 4.6% for the three
       month period ended September 30, 2007 compared to the same period in
       2006 primarily due to revenue driven incremental food, beverage and
       merchandise costs.

    -- Salaries and benefits increased $0.7 million or 4.2% for the three
       month period ended September 30, 2007 compared to the same period in
       2006.  The primary cause of the increase was due to the newly acquired
       park, Raging Waters Sacramento.  With revenue increasing 8.4%, the
       Company has controlled and leveraged labor during this period by
       reducing overall hours and improving productivity.  This was
       accomplished despite minimum wage increases.

    -- Operating and maintenance costs were increased $0.4 million or 3.4% for
       the three month period ended September 30, 2007 compared to the same
       period in 2006.  The primary cause of the increase was due to the newly
       acquired park, Raging Waters Sacramento.

    -- Rent and property taxes increased $0.4 million or 6.8% for the three
       month period ended September 30, 2007 compared to the same period in
       2006 as a result of the addition of the new park, Raging Waters
       Sacramento.  The increase is also due to an increase in revenue, as
       several of the rent agreements have rent expense based on a percentage
       of revenue.
    Selling, general and administrative expenses totaled $8.8 million for
the three month period ended September 30, 2007 compared to $7.6 million
for the same period in 2006, an increase of $1.2 million or 16.3%. The
primary causes were a $0.7 million increase in M&A costs relating to the
Transaction previously announced as of October 3, 2007, a $0.4 million
increase in bonuses due to an expectation of a better year than 2006, and a
$0.1 million increase in professional audit and legal fees attributable to
being a public company.
    The net revenue for the nine month period ended September 30, 2007
totaled $155.7 million compared to $145.1 million for the nine month period
ended September 30, 2006, an increase of $10.6 million or 7.3%. FEC
revenues increased $2.0 million or 3.1% over the same period in 2006. This
was achieved despite unfavorable weather in Texas that adversely effected
four FEC locations. Good weather in California and the southeast locations
combined with pricing initiatives, increased capital spending, and last
year's initiatives to improve the park appearances and the quality of the
guest service contributed to this revenue increase. WP revenue increased by
$8.6 million or 10.8% over the same period in 2006. WP revenue includes
$3.0 million of revenue for Raging Waters Sacramento which is a newly
acquired park that began operations in the second quarter of 2007. The
additional revenue increase at the WPs is also attributed to pricing
initiatives, heavier season pass revenue, and the increase in attendance.
    Our park level operating expenses totaled $100.2 million for the nine
month period ended September 30, 2007 compared to $96.3 million for the
same period in 2006, an increase of $3.9 million or 4.0%. Operating
expenses as a percentage of revenue decreased to 64.3% in 2007 compared to
66.4% in 2006. The primary drivers in each expense category were as
follows:
    -- Cost of products sold increased $0.7 million or 6.6% for the nine month
       period ended September 30, 2007 compared to the same period in 2006
       primarily due to revenue driven incremental food, beverage and
       merchandise costs.

    -- Salaries and benefits increased $1.4 million or 3.3% for the nine month
       period ended September 30, 2007 compared to the same period in 2006.
       The primary cause of the increase was due to the newly acquired park,
       Raging Waters Sacramento.  With revenue increasing 7.3%, the Company
       has controlled and leveraged labor during this period by reducing
       overall hours and improving productivity.  This was accomplished
       despite minimum wage increases.

    -- Operating and maintenance costs increased $1.1 million or 3.8% for the
       nine month period ended September 30, 2007 compared to the same period
       in 2006.  The primary factor driving this change was increased revenue
       and a $0.8 million increase in the general liability self insurance
       reserve.

    -- Rent and property taxes increased $0.6 million or 3.9% for the nine
       month period ended September 30, 2007 compared to the same period in
       2006 as a result of the addition of the new park, Raging Waters
       Sacramento.  The increase is also due to an increase in revenue, as
       several of the rent agreements have rent expense based on a percentage
       of revenue.
    Selling, general and administrative expenses totaled $21.0 million for
the nine month period ended September 30, 2007 compared to $17.2 million
for the same period in 2006, an increase of $3.7 million or 21.6%. The
increase was primarily driven by a $1.0 million increase in severance
related costs associated with the corporate reorganization at the beginning
of 2007, an increase in bonuses due to an expectation of a better year in
2007 than 2006, an increase in professional audit and legal fees
attributable to being a public company, and an increase in M&A costs
relating to the Transaction previously announced as of October 3, 2007.
    "EBITDA" (1) for the three months ended September 30, 2007 was $37.4
million versus $33.8 million in the same prior year period. For the nine
months ended September 30, 2007, EBITDA was $34.4 million versus $31.6
million in the same prior year period. EBITDA, which is defined as net
income (loss) before interest, income taxes, depreciation and amortization,
is not a presentation made in accordance with generally accepted accounting
principals ("GAAP") and should not be considered an alternative to, or more
meaningful than, amounts presented in accordance with GAAP, including net
income (loss), or net cash from operating activities. However, the Company
believes that EBITDA is a useful measure for assessing the performance of
on-going activities, and that some investors may use such measures as
supplemental information to evaluate the Company's ability to generate
cash. In connection with the Company's senior secured credit facility the
lender permits certain non-cash, non-recurring and other one-time add-backs
to EBITDA.
    Depreciation and amortization expenses totaled $4.3 million for the
three-month period ended September 30, 2007 as compared to $4.7 million
during the same period in 2006, a decrease of $0.4 million or 9.4%. This
decrease is due primarily to assets that have been fully depreciated.
Depreciation and amortization expenses were comparable for the nine-month
period ended September 30, 2007 to the same period in 2006.
    Interest expense, net was comparable for the three-month period ended
September 30, 2007 to the same period in 2006. Interest expense, net
totaled $13.4 million for the nine month period ended September 30, 2007
compared to $15.0 million during the same period in 2006, a decrease of
$1.7 million or 11.0%. The decrease in interest expense was primarily due
to the lower debt levels and lower interest rates that resulted from the
new capital structure implemented at the time of the Acquisition. The debt
extinguishment fees relating to the loans repaid as of the Acquisition date
were recorded to goodwill.
    The Company recorded an income tax provision of $11.5 million for the
three-month period ended September 30, 2007 compared to $9.5 million for
the three month period ended September 30, 2006. The primary difference was
a valuation allowance of $1.6 million that was included in the income tax
provision in 2007. The valuation allowance was determined based on the
excess of the projected 2007 fiscal year net operating losses that cannot
be offset against the prior year's taxable income recognized during the
stub period April 13 to December 31, 2006. The Company recorded an income
tax provision of $6.9 million for the nine month period ended September 30,
2007 compared to an income tax provision of $9.6 million for the same
period in 2006. The income tax provision included $3.9 million in valuation
allowance. The valuation allowance was determined based on the excess of
the projected 2007 fiscal year net operating losses that cannot be offset
against the prior year's taxable income recognized during the stub period
April 13 to December 31, 2006.
    The net income from operations for the three-month period ended
September 30, 2007 was $17.4 million compared to $15.3 million for the
three-month period ended September 30, 2006. The net income from operations
for the nine month period ended September 30, 2007 was $0.6 million
compared to the net loss from operations of ($6.5) million for the nine
month period ended September 30, 2006.
    The Company's Chief Financial Officer, Cynthia P. Kellogg, commented:
"We are quite pleased with the fiscal performance of the Company in the
critical third quarter of the year. The Water Park segment demonstrated
strong growth in both attendance and per capita spending over the same
quarter last year. We believe that our new Daycation advertising campaign
effectively conveyed our exciting offering to potential guests as did our
group sales focus. In addition, we are pleased with the increase in season
pass sales for next year. The FECs continued their trend of revenue growth
over the comparable quarter last year in spite of weather challenges at
most of the California parks. The Company capitalized on these revenue
increases by tightly controlling variable costs and increased operating
income significantly for the quarter. We look forward to continuing to
drive strong results for 2008 and beyond."
    CONFERENCE CALL
    In conjunction with this release, Palace Entertainment has scheduled a
conference call, which will be held on Thursday, November 15, 2007 at 11:00
a.m. Eastern Time (8:00 a.m. Pacific).
    What:  Palace Entertainment Earnings Conference Call

    When:  Thursday, November 15, 2007- 11:00 a.m. Eastern Time

    How:   Live via phone - By dialing:

    (888) 293-1201 for North American Callers
    00 1 (415) 908-4753 for International Callers
    44 (0) (870) 001-3123 for UK Callers
    Ten minutes prior to the start time. Participants will be asked to give
their names and company affiliations. The conference ID number is 21354480.
    For those who cannot listen to the live call, a replay will be
available through November 29, 2007, and may be accessed by calling (800)
633-8284 using Reservation #: 21354480.
    (1) Non-GAAP Financial Measures



                     PALACE ENTERTAINMENT HOLDINGS, INC.
                      NON-GAAP RECONCILIATION OF EBITDA
                               ($ in thousands)


                                         THREE MONTHS ENDED  NINE MONTHS ENDED
                                            SEPTEMBER 30        SEPTEMBER 30
                                                                    COMBINED
                                            2007     2006      2007     2006

    Net income (loss)                     $17,420  $15,333     $560  $(6,535)

        Add back: Interest expense, net     4,230    4,216   13,392   15,044
                  Income tax provision     11,452    9,520    6,933    9,564
                  Depreciation and
                   amortization             4,283    4,728   13,512   13,506

        EBITDA                            $37,385  $33,797  $34,397  $31,579
    IMPORTANT CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
    Statements in this press release regarding the Company's business that
are not historical facts are forward-looking statements, including
statements about our beliefs and expectations or any statement that may
predict, forecast, indicate or imply future results, performance,
achievements or events. Forward-looking statements include, but are not
limited to, statements generally preceded by, followed by or that include
the words "believe," "expect," "anticipate," "plan," "estimate," "intend,"
"project," "targets," "likely," "would," "could" or similar expressions.
These statements include, among others, statements regarding our expected
business outlook, anticipated financial and operating results, strategies,
contingencies, financing plans, working capital needs, sources of
liquidity, capital expenditures, amounts and timing of expenditures and
contemplated transactions.
    Forward-looking statements reflect the Company's current expectations,
and are not guarantees of performance. These statements are based on
management's beliefs and assumptions, which in turn are based on currently
available information. Important assumptions relating to these
forward-looking statements include, among others, assumptions regarding
demand for our WPs and FECs, expected pricing levels, the timing and cost
of planned capital expenditures, the estimated operational costs for each
of our WPs and FECs, expected outcomes of pending litigation, competitive
conditions and general economic conditions. These assumptions could prove
inaccurate. Forward-looking statements involve risks and uncertainties,
which could cause actual results to differ materially from those contained
in any forward-looking statement. Many of these factors are beyond
management's ability to control or predict.
    Investors should not place undue reliance on any forward-looking
statements. Further, forward-looking statements speak only as of the date
they are made, and the Company undertakes no obligation to update them in
light of new information or future events. These forward-looking statements
reflect the Company's current views with respect to future events, and are
based on assumptions and subject to risks and uncertainties that may cause
actual financial results to differ from expectations, which, as a result,
may adversely affect the Company's financial results and the Company's
ability to make payments on the 10 7/8% Senior Notes.
    PALACE ENTERTAINMENT HOLDINGS, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (unaudited / in thousands)
    FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2007 AND 2006


                                            Successor           Successor
                                          For the three      For the three
                                       month period ended  month period ended
                                          September 30        September 30
                                              2007                2006

    REVENUES - net                           $89,158             $82,220

    OPERATING COSTS AND EXPENSES
      Cost of revenue (exclusive of
       depreciation and amortization
       shown below)                           42,761              40,865
      Selling, general and administrative      8,791               7,558
      Depreciation and amortization            4,283               4,728
      Loss on disposal of assets                 221                 -

             Total operating costs and
              expenses                        56,056              53,151

    OPERATING INCOME                          33,102              29,069

    OTHER EXPENSE
      Interest expense - net                   4,230               4,216
          Total other expense - net            4,230               4,216


    INCOME BEFORE INCOME TAXES                 28,872             24,853

    INCOME TAX PROVISION                       11,452              9,520

    NET INCOME                                $17,420            $15,333

    See Notes to Condensed Consolidated Financial Statements



    PALACE ENTERTAINMENT HOLDINGS, INC.

    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (unaudited / in thousands)
    FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2007 AND 2006


                                    Successor  Combined Successor Predecessor
                                     For the    For the
                                     nine       nine     For the
                                     month      month     period   For the
                                     period     period   April 13   period
                                     ended      ended       to     January 1
                                    September  September September    to
                                       30         30        30     April 12
                                      2007       2006      2006      2006

    REVENUES - net                   $155,695  $145,079  $121,682   $23,397

    OPERATING COSTS AND EXPENSES
      Cost of revenue (exclusive of
       depreciation and amortization
       shown below)                   100,154    96,262    70,072    26,190
      Selling, general and
       administrative                  20,958    17,238    13,030     4,208
      Depreciation and amortization    13,512    13,506     9,028     4,478
      Loss on disposal of assets          186       -           -         -

            Total operating costs
             and expenses             134,810   127,006    92,130    34,876

    OPERATING INCOME (LOSS)            20,885    18,073    29,552   (11,479)

    OTHER EXPENSE
      Interest expense - net           13,392    15,044     8,370     6,674
          Total other expense - net    13,392    15,044     8,370     6,674


    INCOME (LOSS) BEFORE INCOME
     TAXES                              7,493     3,029    21,182   (18,153)

    INCOME TAX PROVISION                6,933     9,564     9,564         -

    NET INCOME (LOSS)                    $560   $(6,535)  $11,618  $(18,153)

    See Notes to Condensed Consolidated Financial Statements



    PALACE ENTERTAINMENT HOLDINGS, INC.

    CONDENSED CONSOLIDATED BALANCE SHEETS
    (unaudited / in thousands except for per share amounts)
    AS OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006

                                         September 30, 2007  December 31, 2006
    ASSETS

    CURRENT ASSETS
      Cash and cash equivalents                 $16,648            $2,090
      Inventories                                 2,672             2,124
      Prepaid expenses and other current
       assets                                     8,248             5,316
      Deferred income taxes                         -               1,171

             Total current assets                27,568            10,701

    Property and equipment - net                114,092           114,150

    Goodwill                                     86,504            86,504

    Other intangible assets - net                18,359            19,032

    Other assets - net                            6,424             7,307

    TOTAL                                      $252,947          $237,694

    LIABILITIES AND SHAREHOLDER'S EQUITY

    CURRENT LIABILITIES
      Accounts payable                           $3,256            $1,791
      Accrued interest                            7,596             3,518
      Accrued wages and payroll taxes             3,267             2,513
      Other accrued liabilities                  11,688            10,170
      Unearned revenue                            2,673             1,323
      Current portion of long-term debt              37               848

             Total current liabilities           28,517            20,163

    Long-Term Debt - Less current portion       150,073           150,008
    Deferred income taxes                         7,900             2,032
    Other long term liabilities                   7,297             7,296

      Total liabilities                         193,787           179,499

    COMMITMENTS AND CONTINGENCIES

    SHAREHOLDER'S EQUITY
      Common Stock, $.01 stated value,
       1000 shares authorized,
      100 shares issued and outstanding
      Additional Paid-in Capital                 55,038            54,633
      Accumulated (deficit) earnings              4,122             3,562

    Total Shareholder's equity                   59,160            58,195

    TOTAL                                      $252,947          $237,694

    See Notes to Condensed Consolidated Financial Statements



    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2007 AND 2006
    (unaudited / in thousands)

                                    Successor  Combined  Successor Predecessor
                                     For the    For the
                                     nine       nine      For the
                                     month      month      period   For the
                                     period     period    April 13   period
                                     ended      ended        to     January 1
                                   September  September   September    to
                                       30,       30,         30     April 12
                                      2007      2006        2006      2006

    CASH FLOWS FROM OPERATING
     ACTIVITIES:
      Net income (loss)                $560   $(6,535)    $11,618  $(18,153)
      Adjustments to reconcile net
       loss to net cash
        provided by operating
         activities:
        Depreciation and
         amortization                13,512    13,506       9,028     4,478
        Loss on disposal of assets      186
        Amortization of deferred
         financing costs                578     1,160         364       796
        Financed Interest Payments              3,515                 3,515
        Share based compensation        391       667         667
        Deferred rent expense           177       254         218        36
        Deferred income taxes         5,868
        Changes in net operating
         assets and liabilities:
          Inventories                  (548)     (279)        (65)     (214)
          Prepaid expenses and other
           current assets            (1,760)   (2,279)     (3,384)    1,105
          Other assets                  306         9           1         8
          Accounts payable            1,501      (961)     (2,121)    1,160
          Accrued interest            4,078     8,091       7,655       436
          Accrued wages and payroll
           taxes                        754      (226)        (59)     (167)
          Income taxes payable                  9,504       9,504
          Other accrued liabilities   1,498     1,502       2,849    (1,347)
          Unearned revenue            1,350      (386)       (380)       (6)
          Other long-term
           liabilities                   (3)      (98)       (120)       22

               Net cash provided by
                (used in) operating
                activities           28,448    27,444      35,775    (8,331)

    CASH FLOWS FROM INVESTING
     ACTIVITIES:
    Payment for acquisition of
     Festival Fun Parks, LLC, net             (37,599)    (37,599)
    Purchases of property and
     equipment                      (12,906)  (10,129)     (6,178)   (3,951)
     Payments for disposal of assets   (149)

           Net cash used in
              investing activities  (13,055)  (47,728)    (43,777)   (3,951)

    CASH FLOWS FROM FINANCING
     ACTIVITIES:
    Issuance of common stock                   54,260      54,260
    Capital contribution                800
    Return of capital                  (786)     (500)       (500)
    Proceeds from issuance of long-
     term debt                       22,000   176,600     163,500    13,100
    Payments on long-term debt      (22,000) (189,862)   (189,095)     (767)
    Payments for cost of financing             (5,575)     (5,575)
    Payments on capital leases         (849)     (773)       (655)     (118)
    Distributions to member                       (57)                  (57)

               Net cash (used in)
                provided by
                financing activities   (835)   34,093      21,935    12,158

    NET INCREASE (DECREASE) IN CASH
     AND
      CASH EQUIVALENTS               14,558    13,809      13,933      (124)

    CASH AND CASH EQUIVALENTS,
      BEGINNING OF PERIOD             2,090     5,240       5,116     5,240

    CASH AND CASH EQUIVALENTS,
      END OF PERIOD                 $16,648   $19,049     $19,049    $5,116

    See Notes to Condensed Consolidated Financial Statements


SOURCE Palace Entertainment Holdings, Inc.




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CONTACT:
Cynthia P. Kellogg, CFO of Palace
Entertainment Holdings, Inc., +1-949-797-9757