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Six Flags Entertainment Corp – ‘10-Q’ for 6/30/02

On:  Wednesday, 8/14/02, at 2:18pm ET   ·   For:  6/30/02   ·   Accession #:  912057-2-31970   ·   File #:  1-13703

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/02  Six Flags Entertainment Corp      10-Q        6/30/02    4:655K                                   Merrill Corp/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    260K 
 2: EX-10.1     Material Contract                                    111    532K 
 3: EX-99.1     Miscellaneous Exhibit                                  1      6K 
 4: EX-99.2     Miscellaneous Exhibit                                  1      6K 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

OR

Commission File Number: 0-9789

SIX FLAGS, INC.
(Exact name of Registrant as specified in its charter)

11501 Northeast Expressway, Oklahoma City, Oklahoma 73131
(Address of principal executive offices, including zip code)

(405) 475-2500
(Registrant's telephone number, including area code)

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

        Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:

        At August 5, 2002, Six Flags, Inc. had outstanding 92,464,959 shares of Common Stock, par value $.025 per share.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

        Some of the statements contained in or incorporated by reference in this Quarterly Report on Form 10-Q constitute forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act. The words "anticipates," "believes," "estimates," "expects," "plans," "intends" and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. These forward-looking statements reflect the current views of our management; however, various risks could cause our actual results, performance or achievements to differ materially from those expressed in, or implied by, these statements. These risks include the following:

•

Factors impacting attendance, such as local conditions, events, natural disasters, disturbances and terrorist activities;



•

Risk of accidents occurring at our parks;



•

Our ability to manage growth or integrate acquisitions;



•

Adverse weather conditions;



•

Competition with other theme parks and other recreational alternatives;



•

General economic conditions;



•

Loss of the services of our key personnel;



•

Changes in foreign currency rates and other factors impacting our international operations; and



•

Impact of pending or threatened litigation.

        We caution the reader that these risks may not be exhaustive. We operate in a continually changing business environment, and new risks emerge from time to time. We cannot predict such risks nor can we assess the impact, if any, of such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those projected in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results, performance or achievements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART I—FINANCIAL INFORMATION

Item 1—Financial Statements

SIX FLAGS, INC.

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements

3

SIX FLAGS, INC.

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements

4

SIX FLAGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)

See accompanying notes to consolidated financial statements

5

SIX FLAGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)

See accompanying notes to consolidated financial statements

6

SIX FLAGS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)

See accompanying notes to consolidated financial statements

7

SIX FLAGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(UNAUDITED)

See accompanying notes to consolidated financial statements

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SIX FLAGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. General—Basis of Presentation

        We own and operate regional theme amusement and water parks. As of June 30, 2002, we own or operate 38 parks, including 28 domestic parks, one park in Mexico, one park in Canada and eight parks in Europe. As used herein, Holdings refers only to Six Flags, Inc., without regard to its subsidiaries.

        In February 2001, we purchased substantially all of the assets used in the operation of Sea World of Ohio, a marine wildlife park located adjacent to our Six Flags Ohio theme park. In May 2001, we acquired substantially all of the assets of La Ronde, a theme park located in Montreal, Canada. See Note 3.

        The accompanying consolidated financial statements for the six months ended June 30, 2001 include the results of the former Sea World of Ohio only subsequent to its acquisition date, February 9, 2001, and the accompanying financial statements for the three and six months ended June 30, 2001 include the results of La Ronde only subsequent to its acquisition date, May 2, 2001. The accompanying consolidated financial statements for the three and six months ended June 30, 2002 include the results of these two parks for the entire period. Results for the 2002 periods also include management fees relating to Warner Bros. Movie World Madrid, which opened in April 2002 (previously we had been paid development fees to manage the construction of this park) and Jazzland, a park outside New Orleans which we commenced managing on an interim basis in May 2002. Management fees earned by us in the 2002 periods for those facilities were less than $0.7 million.

        Management's Discussion and Analysis of Financial Condition and Results of Operations which follows these notes contains additional information on our results of operations and our financial position. Those comments should be read in conjunction with these notes. Our annual report on Form 10-K for the year ended December 31, 2001 includes additional information about us, our operations and our financial position, and should be referred to in conjunction with this quarterly report on Form 10-Q. The information furnished in this report reflects all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the periods presented.

        Results of operations for the three and six month periods ended June 30, 2002 are not indicative of the results expected for the full year. In particular, our theme park operations contribute a significant majority of their annual revenue during the period from Memorial Day to Labor Day each year.

Intangible Assets

        For periods through December 31, 2001, goodwill, which represents the excess of purchase price over fair value of net assets acquired, had been amortized on a straight-line basis over the expected period to be benefited, generally 18 to 25 years. Other intangible assets had been amortized over the period to be benefited, generally up to 25 years. We had assessed the recoverability of intangible assets by determining whether the intangible asset balance over its remaining life could be recovered through undiscounted future operating cash flows from the acquisition. The amount of goodwill impairment, if any, has been measured based on projected discounted future operating cash flows using a discount rate reflecting our average borrowing rate. The assessment of the recoverability of goodwill would be impacted if estimated future operating cash flows were not achieved.

        For periods beginning on January 1, 2002, we adopted the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets." As a result, for the three and six months ended June 30, 2002 and thereafter goodwill and intangible assets with indefinite

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useful lives no longer will be amortized, but instead will be tested for impairment at least annually. As of the date of adoption of SFAS No. 142, our unamortized goodwill was $1,190,212,000.

        In connection with SFAS No. 142's transitional goodwill impairment evaluation, we have performed an assessment of whether there is an indication that goodwill (including goodwill included in our investment in theme park partnerships) was impaired as of January 1, 2002. To accomplish this, we identified our reporting units and determined the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002. Prior to June 30, 2002 we determined the fair value of each reporting unit and compared it to the carrying amount of the reporting unit. We have completed step one and have identified that the goodwill associated with our European parks has an indication that it may be impaired. In the second step, we must compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill, both of which would be measured as of the date of adoption. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. The second step is required to be completed as soon as possible, but no later than the end of 2002. Any transitional impairment loss will be recognized as the cumulative effect of a change in accounting principle in our consolidated statements of operations and will be retroactively recorded in the first quarter of 2002, which will be restated for this adjustment. The loss could range up to $65 million.

        The following table reconciles our reported net income (loss) to our adjusted net income (loss) and our reported basic and diluted income (loss) per average share to our adjusted basic and diluted income (loss) per average share for the three and six months ended June 30, 2002 and 2001.

        Included in goodwill amortization above for the three and six months ended June 30, 2001 is approximately $14,291,000 and $28,135,000 of amortization included in the consolidated statements of operations, respectively, and $1,808,000 and $3,214,000, respectively of equity method goodwill amortization included in equity in operations of theme park partnerships, exclusive of tax effect.

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        The following table reflects our intangible assets, exclusive of goodwill, all of which are subject to amortization (in thousands):

        Amortization expense on our intangible assets subject to amortization will average approximately $1.1 million over each of the next five years.

Long-Lived Assets

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

        In August 2001, the Financial Accounting Standards Board ("FASB") issued FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While Statement No. 144 supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," it retains many of the fundamental provisions of that Statement. Statement No. 144 is effective for fiscal years beginning after December 15, 2001 and we adopted the statement on January 1, 2002. The adoption of Statement 144 did not have an impact on our consolidated financial statements.

Derivative Instruments

        In February 2000, we entered into three interest rate swap agreements that effectively convert our $600,000,000 term loan component of the Credit Facility (see Note 4(d)) into a fixed rate obligation. The terms of the agreements, as subsequently extended, each of which has a notional amount of $200,000,000, began in March 2000 and expire from March 2003 to December 2003. Our term loan borrowings bear interest based upon LIBOR plus a fixed margin. Our interest rate swap arrangements were designed to "lock-in" the LIBOR component at rates, prior to a February 2001 amendment, ranging from 6.615% to 6.780% and, subsequent to that date, 5.13% to 6.07% (with an average of 5.46%). The counterparties to these transactions are major financial institutions, which minimizes the credit risk.

        In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133, as amended by SFAS No. 138, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the consolidated balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge for accounting purposes. The

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accounting for changes in the fair value of a derivative (that is gains and losses) depends on the intended use of the derivative and the resulting designation. We adopted the provisions of SFAS No. 133 as of January 1, 2001. As a result of the adoption, we recognized a liability of approximately $4,996,000 and recorded in other comprehensive income (loss) $3,098,000 (net of tax effect) as a cumulative effect of a change in accounting principle, which was amortized into operations over the original term of the interest rate swap agreements.

        As of January 1, 2001, two of the three interest rate swap agreements contained "knock-out" provisions that did not meet the definition of a derivative instrument that could be designated as a hedge under SFAS No. 133. From January 1, 2001 to February 23, 2001, we recognized in other income (expense) a $3,200,000 expense related to the change in fair value of these two hedges. As of February 23, 2001, the interest rate swap agreements were amended and the knock-out provisions were removed. As of that date and through June 30, 2002, we have designated all of the interest rate swap agreements as cash-flow hedges.

        We formally document all relationships between hedging instruments and hedged items, as well as its risk-management objective and 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, 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 a derivative that is effective and that is designated and qualifies as a cash-flow hedge are recorded in other comprehensive income (loss), until operations are affected by the variability in cash flows of the designated hedged item. Changes in fair value of a derivative that is not designated as a hedge are recorded in operations on a current basis.

        During the first six months of 2002 and 2001, there were no gains or losses reclassified into operations as a result of the discontinuance of hedge accounting treatment for any of our derivatives.

        By using derivative instruments to hedge exposures to changes in interest rates, 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 instruments are placed with counterparties that we believe are minimal credit risks.

        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. The market risk associated with interest rate swap agreements is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.

        We do not hold or issue derivative instruments for trading purposes. Changes in the fair value of derivatives that are designated as hedges are reported on the consolidated balance sheet in "Accumulated other comprehensive income (loss)" ("AOCL"). These amounts are reclassified to interest expense when the forecasted transaction takes place.

        From February 2001 through June 2002, the critical terms, such as the index, settlement dates, and notional amounts, of the derivative instruments were substantially the same as the provisions of our hedged borrowings under the Credit Facility. However, as a result of quarterly principal payments under the hedged term loan, cumulative ineffectiveness of less than $100,000 related to the cash-flow hedges has been recorded in the consolidated statements of operations.

        As of June 30, 2002, approximately $11,400,000 of net deferred losses on derivative instruments accumulated in AOCL are expected to be reclassified to operations during the next 12 months. Transactions and events expected to occur over the next twelve months that will necessitate reclassifying

12

these derivatives' losses to operations are the periodic payments that are required to be made on outstanding borrowings. The maximum term over which we are hedging exposures to the variability of cash flows for commodity price risk is 18 months.

Income (Loss) Per Share

        The weighted average number of shares of Common Stock used in the calculations of diluted loss per share does not include, for the six month periods ended June 30, 2002 and 2001, respectively, the effect of potential common shares issuable upon the exercise of employee stock options of 368,000 and 947,000 and, for three and six month periods ended June 30, 2001 and 2002, respectively, the impact of the potential conversion of our outstanding convertible preferred stock as the effects of the exercise of such options and such conversion and resulting decrease in preferred stock dividends is antidilutive. Our Preferred Income Equity Redeemable Shares ("PIERS"), which are shown as mandatorily redeemable preferred stock on our consolidated balance sheets, were issued in January 2001 and are convertible into 13,789,000 shares of common stock. On April 2, 2001, our Premium Income Equity Securities ("PIES") automatically converted into a total of 11,500,000 common shares.

2. Preferred Stock

      In January 2001, we issued 11,500,000 PIERS, for proceeds of $277,834,000, net of the underwriting discount and offering expenses of $9,666,000. We used the net proceeds of the offering to fund our acquisition of the former Sea World of Ohio (see Note 3), to repay borrowings under the working capital revolving credit portion of our senior credit facility (see Note 4(d)) and for working capital. Each PIERS represents one one-hundredth of a share of our 7¹/4% mandatorily redeemable preferred stock (an aggregate of 115,000 shares of preferred stock). The PIERS accrue cumulative dividends (payable, at our option, in cash or shares of common stock) at 7¹/4% per annum (approximately $20,844,000 per annum).

        Prior to August 15, 2009, each of the PIERS is convertible at the option of the holder into 1.1990 common shares (equivalent to a conversion price of $20.85 per common share), subject to adjustment in certain circumstances (the "Conversion Price"). At any time on or after February 15, 2004 and at the then applicable conversion rate, we may cause the PIERS, in whole or in part, to be automatically converted if for 20 trading days within any period of 30 consecutive trading days, including the last day of such period, the closing price of our common stock exceeds 120% of the then prevailing Conversion Price. On August 15, 2009, the PIERS are mandatorily redeemable in cash equal to 100% of the liquidation preference (initially $25.00 per PIERS), plus any accrued and unpaid dividends.

        On April 2, 2001, the 5,750,000 shares of our PIES automatically converted into 11,500,000 shares of our common stock. In addition, on that date we issued to the holders of the PIES 278,912 shares of common stock, representing the final quarterly dividend payment on the PIES.

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3. Acquisition of Theme Parks

        On May 2, 2001, we acquired substantially all of the assets of La Ronde, a theme park located in the City of Montreal for a cash purchase price of Can. $30,000,000 (approximately U.S. $19,600,000 at the exchange rate on such date). We have agreed to invest in the park Can. $90,000,000 (approximately U.S. $58,700,000 at that exchange rate) over four seasons commencing in 2002. We lease the land on which the park is located on a long-term basis. Approximately U.S. $7,378,000 of costs in excess of the fair value of the net assets acquired were recorded as goodwill. The transaction was accounted for as a purchase.

        On February 9, 2001, we acquired substantially all of the assets used in the operation of Sea World of Ohio, a marine wildlife park located adjacent to our Six Flags Ohio theme park, for a cash purchase price of $110,000,000. We funded the acquisition from a portion of the proceeds of the PIERS offering. See Note 2. Approximately $57,834,000 of costs in excess of the fair value of the net assets acquired were recorded as goodwill. The transaction was accounted for as a purchase.

4. Long-Term Indebtedness

        (a)  On January 31, 1997, Six Flags Operations Inc., the predecessor to and currently a wholly-owned subsidiary of Holdings ("Six Flags Operations"), issued $125,000,000 of senior notes due January 2007 (the 1997 Notes). On March 2, 2001, we purchased 99.8% of the 1997 Notes pursuant to a tender offer. The balance of the notes were redeemed in full in January 2002. As a result of the early extinguishment of debt in 2001, we recognized an extraordinary loss of $8,301,000, net of tax benefit of $5,088,000. The loss on early extinguishment of the remaining notes in 2002 was not material.

        (b)  On April 1, 1998, Holdings issued at a discount $410,000,000 principal amount at maturity ($381,177,000 and $363,026,000 carrying value as of June 30, 2002 and December 31, 2001, respectively) of 10% Senior Discount Notes due 2008 (the "Senior Discount Notes") and $280,000,000 principal amount of 9¹/4% Senior Notes due 2006 (the "1998 Senior Notes"). The 1998 Senior Notes were redeemed in full on April 1, 2002. The redemption price was funded from a portion of the net proceeds of an offering by Holdings in February 2002 of $480,000,000 principal amount of 8⁷/8% Senior Notes due 2010 (the "2002 Senior Notes"). See Note 4(g). An extraordinary loss of $11,809,000, net of a tax benefit of $7,237,000, was recognized in the second quarter of 2002 from this early extinguishment.

        The Senior Discount Notes are senior unsecured obligations of Holdings and are not guaranteed by Holdings' subsidiaries. The notes do not require any interest payments prior to October 1, 2003 and, except in the event of a change of control of Holdings and certain other circumstances, any principal payments prior to their maturity in 2008. The Senior Discount Notes have an interest rate of 10% per annum. The Senior Discount Notes are redeemable, at our option, in whole or in part, at any time on or after April 1, 2003, at varying redemption prices beginning at 105% and reducing annually until maturity.

        The indenture under which the Senior Discount Notes were issued limits the ability of Holdings and its subsidiaries to dispose of assets; incur additional indebtedness or liens; pay dividends; engage in mergers or consolidations; and engage in certain transactions with affiliates.

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(c) On April 1, 1998, Six Flags Entertainment Corporation ("SFEC"), which was subsequently merged into Six Flags Operations, issued $170,000,000 principal amount of 8⁷/8% Senior Notes (the "SFO Notes"). The SFO Notes were redeemed in full on April 1, 2002. The redemption price was funded from a portion of the proceeds of the offering of the 2002 Senior Notes. See Note 4(g). An extraordinary loss of $6,726,000, net of tax benefit of $4,123,000, was recognized in the second quarter of 2002 for this early extinguishment.

        (d) On November 5, 1999, Six Flags Theme Parks Inc., our indirect wholly-owned subsidiary ("SFTP"), entered into a senior credit facility (the "Credit Facility") and, in connection therewith, SFEC merged into Six Flags Operations and SFTP became a subsidiary of Six Flags Operations. Prior to its amendment referred to in the following paragraph, the Credit Facility included a $300,000,000 working capital revolving credit facility ($155,000,000 of which was outstanding at June 30, 2002), a $277,500,000 multicurrency reducing revolver facility (none of which was outstanding at June 30, 2002) and a $600,000,000 term loan ($595,500,000 of which was outstanding at June 30, 2002). Borrowings under the working capital revolving credit facility must be repaid in full for thirty consecutive days each year. The interest rate on borrowings under the Credit Facility can be fixed for periods ranging from one to six months. At our option the interest rate is based upon specified levels in excess of the applicable base rate or LIBOR. We have entered into interest rate swap agreements that effectively convert the term loan component of the Credit Facility into a fixed rate obligation through the term of the swap agreements, ranging from March 2003 to December 2003. At June 30, 2002, the weighted average interest rates for borrowings under the working capital revolver and term loan were 3.84% and 8.44%, respectively.

        On July 8, 2002, the Credit Facility was amended and restated. Under the amendment, the term loan was maintained at $600,000,000 but its maturity was extended to June 30, 2009; the multicurrency reducing revolver was reduced to $100,000,000 and its maturity was extended to June 30, 2008; and the working capital revolver was maintained at $300,000,000 but its maturity was extended to June 30, 2008. Under the amendment, the maturity of the term loan will be shortened to various dates between December 31, 2006 and December 31, 2008 if prior to such dates we are unable to repay or refinance certain public indebtedness or to force the conversion or redemption of the PIERS. The amendment also lowered the spread over the base rate and LIBOR used to determine interest payable on the term loan. Had the amendment been in effect on June 30, 2002, the term loan would have borne interest at 7.69% per annum on that date.

        The multicurrency facility permits optional prepayments and reborrowings. Under the amended Credit Facility, the committed amount reduces quarterly by 2.5% commencing on December 31, 2004, by 5.0% commencing on March 31, 2006, by 7.5% commencing on March 31, 2007 and by 18.75% commencing on March 31, 2008. Mandatory repayments are required if amounts outstanding exceed the reduced commitment amount. Under the amended Credit Facility, the term loan facility requires quarterly repayments of 0.25% of the outstanding amount thereof commencing on September 30, 2004 and 24.0% commencing on September 30, 2008. A commitment fee of .50% (.375% if certain financial tests are met) of the unused credit of the facility is due quarterly in arrears. The principal borrower under the facility is SFTP, and borrowings under the Credit Facility are guaranteed by Holdings, Six Flags Operations and all of Six Flags Operations' domestic subsidiaries and are secured by substantially all of Six Flags Operations' domestic assets and a pledge of Six Flags Operations' capital stock.

        The Credit Facility contains restrictive covenants that, among other things, limit the ability of Six Flags Operations and its subsidiaries to dispose of assets; incur additional indebtedness or liens; repurchase stock; make investments; engage in mergers or consolidations; pay dividends (except that (subject to covenant compliance) dividends will be permitted to allow Holdings to meet cash interest obligations with respect to its Senior Discount Notes, 1999 Senior Notes, 2001 Senior Notes and the 2002 Senior Notes (collectively, the "SFI Senior Notes"), cash dividend payments on the PIERS and obligations to the limited partners in Six Flags Over Texas and Six Flags Over Georgia (the

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"Partnership Parks") and engage in certain transactions with subsidiaries and affiliates. In addition, the Credit Facility requires that Six Flags Operations comply with certain specified financial ratios and tests.

        (e) On June 30, 1999, Holdings issued $430,000,000 principal amount of 9³/4% Senior Notes due 2007 (the "1999 Senior Notes"). The 1999 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Senior Notes of Holdings. The 1999 Senior Notes require annual interest payments of approximately $41,925,000 (9³/4% per annum) and, except in the event of a change in control of Holdings and certain other circumstances, do not require any principal payments prior to their maturity in 2007. The 1999 Senior Notes are redeemable, at Holdings' option, in whole or in part, at any time on or after June 15, 2003, at varying redemption prices beginning at 104.875% and reducing annually until maturity. The indenture under which the 1999 Senior Notes were issued contains covenants substantially similar to those relating to the Senior Discount Notes.

        The net proceeds of the 1999 Senior Notes were used to fund the purchase in a tender offer of $87,500,000 of previously outstanding SFO senior notes and the entire $285,000,000 principal amount of SFTP senior subordinated notes. The remaining $2,500,000 balance of the SFO senior notes was redeemed in August 1999.

        (f) On February 2, 2001, Holdings issued $375,000,000 principal amount of 9¹/2% Senior Notes due 2009 (the "2001 Senior Notes"). The 2001 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other Senior Notes of Holdings. The 2001 Senior Notes require annual interest payments of approximately $35,625,000 (9¹/2% per annum) and, except in the event of a change in control of Holdings and certain other circumstances, do not require any principal payments prior to their maturity in 2009. The 2001 Senior Notes are redeemable, at Holding's option, in whole or in part, at any time on or after February 1, 2005, at varying redemption prices beginning at 104.75% and reducing annually until maturity. The indenture under which the 2001 Senior Notes were issued contains covenants substantially similar to those relating to the other SFI Senior Notes. The net proceeds of the 2001 Senior Notes were used to fund the 2001 tender offer relating to the 1997 Notes (see Note 4(a)) and to repay borrowings under the multicurrency revolving portion of the Credit Facility (see Note 4(d)).

        (g) On February 11, 2002, Holdings issued $480,000,000 principal amount of the 2002 Senior Notes. The 2002 Senior Notes are senior unsecured obligations of Holdings, are not guaranteed by subsidiaries and rank equal to the other SFI Senior Notes. The 2002 Senior Notes require annual interest payments of approximately $42,600,000 million (8⁷/8% per annum) and, except in the event of a change in control of the Company and certain other circumstances, do not require any principal payments prior to their maturity in 2010. The 2002 Senior Notes are redeemable, at Holding's option, in whole or in part, at any time on or after February 1, 2006, at varying redemption prices beginning at 104.438% and reducing annually until maturity. The indenture under which the 2002 Senior Notes were issued contains covenants substantially similar to those relating to the other SFI Senior Notes. The net proceeds of the 2002 Senior Notes were used to fund the redemption of the 1998 Senior Notes (see Note 4(b)) and the SFO Notes (see Note 4(c)).

5. Commitments and Contingencies

        On April 1, 1998 we acquired all of the capital stock of SFEC for $976,000,000, paid in cash. In addition to our obligations under outstanding indebtedness and other securities issued or assumed in the Six Flags acquisition, we also guaranteed in connection therewith certain contractual obligations relating to the partnerships that own the two Partnership Parks, Six Flags Over Texas and Six Flags Over Georgia. Specifically, we guaranteed the obligations of the general partners of those partnerships to (i) make minimum annual distributions of approximately $51,000,000 (as of 2002 and subject to

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annual cost of living adjustments thereafter) to the limited partners in the Partnership Parks and (ii) make minimum capital expenditures at each of the Partnership Parks during rolling five-year periods, based generally on 6% of such park's 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 purchase a maximum number of 5% per year (accumulating to the extent not purchased in any given year) of the total limited partnership units outstanding as of the date of the agreements (the "Partnership Agreements") that govern the partnerships (to the extent tendered by the unit holders). The agreed price for these purchases is based on a valuation for each respective Partnership Park equal to the greater of (i) a value derived by multiplying such park's weighted-average four-year EBITDA (as defined in the Partnership Agreements) by a specified multiple (8.0 in the case of the Georgia park and 8.5 in the case of the Texas park) or (ii) $250,000,000 in the case of the Georgia park and $374,800,000 in the case of the Texas park. Our obligations with respect to Six Flags Over Georgia and Six Flags Over Texas will continue until 2027 and 2028, respectively.

        As we purchase units relating to either Partnership Park, we are entitled to the minimum distribution and other distributions attributable to such units, unless we are then in default under the applicable agreements with our partners at such Partnership Park. On June 30, 2002, we owned approximately 25% and 36%, respectively, of the limited partnership units in the Georgia and Texas partnerships. The units tendered in 2002 entail an aggregate purchase price for both parks of $935,000. The maximum unit purchase obligations for 2003 at both parks will aggregate approximately $159,100,000.

        In December 1998, a final judgment of $197.3 million in compensatory damages was entered against SFEC, Six Flags Theme Parks Inc., Six Flags Over Georgia, Inc. and TWE, and a final judgment of $245.0 million in punitive damages was entered against TWE and of $12.0 million in punitive damages was entered against the referenced Six Flags entities. The compensatory damages judgment has been paid and, in October 2001, the order of the Georgia Court of Appeals affirming the punitive damages judgment was vacated by the United States Supreme Court. In 2002, the Georgia Court of Appeals reinstated the punitive damages judgment. The judgments arose out of a case entitled Six Flags Over Georgia, LLC et al v. Time Warner Entertainment Company, LP et al based on certain disputed partnership affairs prior to our acquisition of the former Six Flags at Six Flags Over Georgia, including alleged breaches of fiduciary duty. The sellers in the Six Flags acquisition, including Time Warner, Inc., have agreed to indemnify us from any and all liabilities arising out of this litigation.

        We are a defendant in a purported class action litigation pending in California Superior Court for Los Angeles County. The master complaint, Amendarez v. Six Flags Theme Parks, Inc., was filed on November 27, 2001, combining five previously filed complaints. The plaintiffs allege that security and other practices at our park in Valencia, California discriminate against visitors on the basis of race, color, ethnicity, national origin and/or physical appearance, and assert claims under California statutes and common law. They seek compensatory and punitive damages in unspecified amounts, and injunctive and other relief. The named plaintiffs purport to represent seven "subclasses" of visitors to the Valencia park. We have objected to the class allegations, arguing that the lawsuit cannot appropriately be maintained as a class action, and intend to vigorously defend this case. The case is in an early stage and consequently we cannot predict the outcome, however, we do not believe it will have a material adverse effect on our consolidated financial position, results of operations, or liquidity.

        We are party to various other legal actions arising in the normal course of business. Matters that are probable of unfavorable outcome to us and which can be reasonably estimated are accrued. Such accruals are based on information known about the matters, we estimate of the outcomes of such matters and our experience in contesting, litigating and settling similar matters. None of the actions are believed by management to involve amounts that would be material to our consolidated financial position, results of operations, or liquidity after consideration of recorded accruals.

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6. Investment in Theme Park Partnerships

        The following reflects the summarized results of the four parks that we own a participating interest in during the three and six months ended June 30, 2002 and 2001.

        Our share of income from operations of the four theme parks for the three and six months ended June 30, 2002 was $14,405,000 and $3,931,000, respectively, prior to depreciation and amortization charges of $3,694,000 and $7,791,000, respectively, and third-party interest and other non-operating expenses of $767,000 and $1,372,000, respectively. Our share of income from operations of the four theme parks for the three and six months ended June 30, 2001 was $19,834,000 and $10,996,000, respectively, prior to depreciation and amortization charges of $5,197,000 and $10,396,000, respectively, and third-party interest and other non-operating expenses of $338,000 and $677,000, respectively. (See Note 1 for the amount of equity method goodwill recognized in the consolidated statement of operations for the three and six months ended June 30, 2001). The following information reflects the reconciliation between the results of the four theme parks and our share of the results:

        There is a substantial difference between the carrying value of our investment in the theme parks and the net book value of the theme parks. Prior to January 1, 2002 and the adoption of Statement 142 (see Note 1), the difference was being amortized over 20 years for the Partnership Parks and over the expected useful life of the rides and equipment installed by us at Six Flags Marine World. The

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following information reconciles our share of the net assets of the theme park partnerships and our investment in the partnership.

7. Business Segments

        We manage our operations on an individual park location basis. Discrete financial information is maintained for each park and provided to our management for review and as a basis for decision making. The primary performance measure used to allocate resources is earnings before interest, tax expense, depreciation and amortization ("EBITDA"). All of our parks provide similar products and services through a similar process to the same class of customer through a consistent method. As such, we have only one reportable segment—operation of theme parks. The following tables present segment financial information, a reconciliation of the primary segment performance measure to loss before income taxes and a reconciliation of theme park revenues to consolidated total revenues. Park level expenses exclude all noncash operating expenses, principally depreciation and amortization, and all non-operating expenses.

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        Eight of our parks (one of which we manage but do not own) are located in Europe, one is located in Mexico and one is located in Canada. The following information reflects our long-lived assets and revenue by domestic and foreign categories for the second quarter of 2002 and 2001.

        Long-lived assets include property and equipment, investment in theme park partnerships and intangible assets.

8. Recently Issued Accounting Pronouncements

        In April 2002, the FASB issued Statement No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections. The Statement updates, clarifies and simplifies existing accounting pronouncements. As it relates to us, the statement eliminates the extraordinary loss classification on early debt extinguishments. Instead, the premiums and other costs associated with the early extinguishment of debt would be reflected in pre-tax results similar to other debt-related expenses, such as interest expense and amortization of issuance costs. The statement will be effective for fiscal years beginning after May 15, 2002 (January 1, 2003 in our case). Upon adoption, we must reclassify the extraordinary losses incurred in prior periods (including 1999 and 2001) and the loss incurred in the six months ended June 30, 2002 as pretax items. The result of the adoption of this statement will not modify or adjust net loss for any period and does not impact our compliance with various debt covenants.

        The FASB issued Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities, in July 2002. The provisions of Statement No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. We do not expect the adoption of Statement No. 146 to have a material effect on our consolidated financial position or results of operations.

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Item 2—Management's Discussion and Analysis of
Financial Condition and Results of Operations

RESULTS OF OPERATIONS

General

        Results of operations for the three and six month periods ended June 30, 2002 are not indicative of the results expected for the full year. In particular, our theme park operations contribute a significant majority of their annual revenue during the period from Memorial Day to Labor Day each year.

        The results of operations for the six months ended June 30, 2001 include the results of the former Sea World of Ohio only subsequent to its acquisition date, February 9, 2001 and the results of operations for the three and six months ended June 30, 2001 include the results of La Ronde only subsequent to its acquisition date, May 2, 2001. The accompanying results of operations for the three and six months ended June 30, 2002 include the results of these parks for the entire period.

Critical Accounting Policies

        In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Our Annual Report on Form 10-K for the year ended December 31, 2001 (the "2001 Form 10-K") discussed our most critical accounting policies. Set forth below is an updated discussion of one of such policies "Valuation of long-lived and intangible assets and goodwill." There have been no material developments with respect to the other critical accounting policies discussed in the 2001 Form 10-K since December 31, 2001.

Valuation of long-lived and intangible assets and goodwill

        Through December 31, 2001, we had assessed the impairment of long-lived assets and goodwill whenever events or changes in circumstances indicated that the carrying value would not be recoverable. Factors we consider important which could trigger an impairment review include the following:

•

significant underperformance relative to expected historical or projected future operating results;



•

significant changes in the manner of our use of the acquired assets or the strategy for our overall business;



•

significant negative industry or economic trends;



•

significant decline in our stock price for a sustained period; and



•

our market capitalization relative to net book value.

        When we determined that the carrying value of long-lived assets and related goodwill may not have been recoverable based upon the existence of one or more of the above indicators of impairment, we measured any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model. Long-lived assets amounted to $3,986.0 million including goodwill and intangible assets of $1,220.2 million as of June 30, 2002. Long-lived assets include property and equipment, investment in theme park partnerships and intangible assets.

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        In 2002, Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" became effective and as a result, as of January 1, 2002, we ceased to amortize approximately $1.2 billion of goodwill. We had recorded approximately $14.8 million of goodwill amortization (including equity method goodwill) on these amounts during the second quarter of 2001 and would have recorded a comparable amount of amortization during the second quarter of 2002. Had SFAS No. 142 been in effect during the second quarter of 2001, the net income applicable to common stock for the period would have increased to $22.5 million (or $0.24 per share). In lieu of amortization, we are required to perform an initial impairment review of our goodwill in 2002 and an annual impairment review thereafter. To accomplish this, we identified our reporting units and determined the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002. Prior to June 30, 2002 we determined the fair value of each reporting unit and compared it to the carrying amount of the reporting unit. We have completed step one and have identified that the goodwill associated with our European parks has an indication that it may be impaired. In the second step, we must compare the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill, both of which would be measured as of the date of adoption. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. The second step is required to be completed as soon as possible, but no later than the end of 2002. Any transitional impairment loss will be recognized as the cumulative effect of a change in accounting principle in our consolidated statements of operations and will be retroactively recorded in the first quarter of 2002, which will be restated for this adjustment. The loss could range up to $65 million.

Three months ended June 30, 2002 vs. Three months ended June 30, 2001

        Revenue in the second quarter of 2002 totaled $347.8 million compared to $356.5 million for the second quarter of 2001, representing a 2.4% decrease. The revenue decrease resulted from an 11% reduction in attendance in the 2002 period compared to the prior year period. This shortfall reflects softness in group outings business in certain markets, reflecting the impact of the difficult economy, and lower and later season pass sales, which led to lower usage year to date. We were also affected by rainy and cool weekends in April, May and early June in the Northeast and Midwest which limited attendance in several major markets. This attendance shortfall was offset in part by a 9.6% increase in per capita spending, reflecting growth both in admission per capita and in-park and other revenue per capita.

        Operating expenses for the second quarter of 2002 increased $0.7 million (0.5%) compared to expenses for the second quarter of 2001. The increase resulted primarily from the inclusion in the entire 2002 period of La Ronde, the Canadian park acquired in May 2001. Assuming La Ronde had been owned for the entire 2001 quarter, operating expenses in the 2002 period would have increased $0.4 million as compared to the pro forma prior-year period.

        Selling, general and administrative expenses for the second quarter of 2002 increased $0.7 million (0.9%) compared to comparable expenses for the second quarter of 2001. Assuming La Ronde had been owned for the entire 2001 quarter, selling, general and administrative expenses in 2002 would have increased $0.6 million as compared to the pro forma prior-year period.

        Costs of products sold in the 2002 period decreased $1.1 million compared to costs for the second quarter of 2001, reflecting the decrease in theme park food, merchandise and other revenue in the 2002 period. As a percentage of theme park food, merchandise and other revenue, costs of products sold were approximately equal in both quarters.

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        Depreciation and amortization expense for the second quarter of 2002 decreased $12.4 million compared to the second quarter of 2001. The decrease compared to the 2001 level was attributable to the elimination of amortization of goodwill in the 2002 quarter (see Note 1), offset in part by a $1.9 million increase in depreciation expense in the second quarter of 2002. Interest expense, net decreased $137,000 (0.2%) compared to the second quarter of 2001.

        Equity in operations of theme park partnerships reflects our share of the income or loss of Six Flags Over Texas (36% effective Company ownership) and Six Flags Over Georgia, including White Water Atlanta (25% effective Company ownership), the lease of Six Flags Marine World and the management of all four parks. During the second quarter of 2002, equity in operations of theme park partnerships decreased $4.4 million compared to the second quarter of 2001 as a result of reduced attendance at one of those parks in the 2002 quarter.

        Other expense was $1.0 million in the 2002 quarter, compared to other income of approximately that amount in the 2001 quarter.

        Income tax expense before extraordinary loss was $9.8 million for the second quarter of 2002 compared to a $11.4 million expense for the second quarter of 2001. The effective tax rate for the second quarters of 2002 and 2001 was 43.8% and 45.6%, respectively.

        We recognized an extraordinary loss on extinguishment of debt of $18.5 million (net of tax benefit) in the 2002 quarter as a result of the April 2002 retirement of $450.0 million of debt.

Six months ended June 30, 2002 vs. Six months ended June 30, 2001

        Revenue in the first six months of 2002 totaled $397.1 million compared to $391.6 million for the first six months of 2001, representing a 1.4% increase. This increase reflects an increase of 9.6% in per capita spending, offset in part by a 7.5% decrease in attendance. The attendance decline reflects the same factors as the three month performances, with the preponderance of the decline in Texas, the Midwest and the Northeast.

        Operating expenses for the first six months of 2002 increased $7.0 million compared to expenses for the first six months of 2001. The increase resulted primarily from the inclusion in the entire 2002 period of the former Sea World of Ohio, which was acquired in February 2001 and La Ronde, acquired in May 2001. During 2001, the former Sea World facility was combined with our adjacent Six Flags park. Assuming that the Sea World and La Ronde parks had been owned for the entire 2001 period, operating expenses in the 2002 period would have increased $3.8 million (1.9%) as compared to the pro forma prior-year period.

        Selling, general and administrative expenses for the first six months of 2002 increased $3.1 million compared to comparable expenses for the first six months of 2001. Assuming that the Sea World and La Ronde parks had been owned for the entire 2001 period, selling, general and administrative expenses in 2002 would have increased $2.2 million (1.9%) as compared to the pro forma prior-year period.

        Noncash compensation expense was $1.3 million greater than the prior-year period, reflecting the increased amortization associated with prior year restricted stock awards and director stock options.

        Costs of products sold in the 2002 period were essentially flat with costs for the first six months of 2001, reflecting the slight increase in theme park food, merchandise and other revenue in the 2002 period.

        Depreciation and amortization expense for the first six months of 2002 decreased $23.7 million compared to the first six months of 2001. The decrease compared to the 2001 level was attributable to the elimination of amortization of goodwill in the 2002 period (see Note 1), offset in part by a $4.4 million increase in depreciation expense in the first six months of 2002. Interest expense, net

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increased $3.8 million compared to the first six months of 2001. The increase compared to interest expense, net for the 2001 period resulted from a decrease in the 2002 period in interest income compared to the prior year as well as the short-term effects of our February 2002 refinancing of $450.0 million of debt with the proceeds of our issuance of $480.0 million principal amount of 8⁷/8% Senior Notes due 2010. Because the related redemption of the refinanced notes was not effected until April 1, 2002, interest expense on these notes continued to accrue through the end of the first quarter of 2002.

        Equity in operations of theme park partnerships reflects our share of the income or loss of Six Flags Over Texas (36% effective Company ownership) and Six Flags Over Georgia, including White Water Atlanta (25% effective Company ownership), the lease of Six Flags Marine World and the management of all four parks. During the first six months of 2002, the loss from equity in operations of theme park partnerships increased $5.2 million compared to the first six months of 2001 as a result of reduced attendance at one of these parks in 2002.

        Other expense decreased $1.6 million in the first six months 2002 due to the inclusion of $2.2 million of expense in the 2001 period related to the change in fair value of two of our interest rate swap agreements from January 1, 2001 to February 23, 2001 (the date that the interest rate swap agreements were designated as hedging instruments).

        Income tax benefit before extraordinary loss was $59.5 million for the first six months of 2002 compared to a $56.6 million benefit for the first six months of 2001. The effective tax rate for the first six months of 2002 and 2001 was 38.4% and 34.2%, respectively.

        We recognized an extraordinary loss on extinguishment of debt (net of tax benefit) of $18.5 million in 2002 and $8.5 million in the 2001 period. The losses arise out of the retirement of $450.0 million of debt in the 2002 period and $124.7 million of debt in the 2001 period.

LIQUIDITY, CAPITAL COMMITMENTS AND RESOURCES

        At June 30, 2002, our total debt aggregated $2,431.6 million, of which approximately $158.7 million was scheduled to mature prior to June 30, 2003. Substantially all of the current portion of long-term debt represents borrowings under the working capital revolving credit component of our Credit Facility. Based on interest rates at June 30, 2002 for floating rate debt and after giving effect to the interest rate swaps described herein, annual cash interest payments for 2002 on total debt at June 30, 2002 will aggregate approximately $170.2 million. In addition, annual dividend payments on our outstanding preferred stock are $20.8 million, payable at our option in cash or shares of Common Stock.

        Our debt at June 30, 2002 included $1,661.8 million of fixed-rate senior notes, with staggered maturities ranging from 2007 to 2010, $750.5 million under our credit facility and $19.3 million of other indebtedness. Our credit facility includes a $600.0 million term loan ($595.5 million outstanding at June 30, 2002 which was increased to $600.0 million by the July 8, 2002 amendment to the credit facility); a $277.5 million multicurrency reducing revolver facility (none outstanding at June 30, 2002) which facility was reduced to $100.0 million pursuant to such amendment, and a $300.0 million working capital revolver ($155.0 million outstanding at June 30, 2002). As of August 12, 2002, borrowings under the working capital revolver had been reduced to $70.0 million. The working capital revolving credit facility must be repaid in full for 30 consecutive days during each year and, after giving effect to the amendment, this facility terminates on June 30, 2008. The amended multicurrency reducing revolving credit facility, which permits optional prepayments and reborrowings, requires quarterly mandatory reductions in the initial commitment (together with repayments, to the extent that the outstanding borrowings thereunder would exceed the reduced commitment) of 2.5% of the committed amount thereof commencing on December 31, 2004, 5.0% commencing on March 31, 2006, 7.5% commencing on March 31, 2007 and 18.75% commencing on March 31, 2008 and this facility terminates on June 30, 2008. The amended term loan facility requires quarterly repayments of 0.25% of the outstanding

24

amount thereof commencing on September 30, 2004 and 24.0% commencing on September 30, 2008. The term loan matures on June 30, 2009. Under the amendment, the maturity of the term loan will be shortened to various dates between December 31, 2006 and December 31, 2008 if we are unable prior to such dates to repay or refinance certain public debt or to force the conversion or redemption of our outstanding preferred stock. All of our outstanding preferred stock ($287.5 million liquidation preference) must be redeemed on August 15, 2009 (to the extent not previously converted into common stock). See Notes 2 and 4 to Notes to Consolidated Financial Statements for additional information regarding our indebtedness and preferred stock.

        At June 30, 2002, we had approximately $87.6 million of unrestricted cash, $74.5 million of restricted cash (available to fund obligations relating to the Partnership Parks described below) and, after giving effect to the July 2002 amendment, there would have been $245 million available under our credit facility.

        Due to the seasonal nature of our business, we are largely dependent upon our $300.0 million working capital revolving credit portion of our credit agreement in order to fund off season expenses. Our ability to borrow under the working capital revolver is dependent upon compliance with certain conditions, including financial ratios and the absence of any material adverse change. We are currently in compliance with all of these conditions. If we were to become unable to borrow under the facility, we would likely be unable to pay in full our off season obligations. The working capital facility expires in June 2008. The terms and availability of our credit facility and other indebtedness would not be affected by a change in the ratings issued by rating agencies in respect of our indebtedness.

        During the six months ended June 30, 2002, net cash used in operating activities was $0.8 million. Net cash used in investing activities in the first six months of 2002 totaled $91.6 million, consisting primarily of capital expenditures. Net cash provided by financing activities in the first six months of 2002 was $124.2 million, representing proceeds of the 2002 debt offering and the borrowings under our credit facility offset in large part by the redemption of two public debt issuances on April 1, 2002.

        In connection with our 1998 acquisition of the former Six Flags, we guaranteed certain obligations relating to Six Flags Over Georgia and Six Flags Over Texas. These obligations continue until 2026, in the case of the Georgia park and 2027, in the case of the Texas park. Among such obligations are (i) minimum annual distributions (including rent) of approximately $51 million in 2002 (subject to cost of living adjustments in subsequent years) to partners in these two Partnerships Parks (of which we will be entitled to receive in 2002 approximately $16.0 million based on our present ownership of 25% of the Georgia partnership and 36% of the Texas partnership), (ii) minimum capital expenditures at each park during rolling five-year periods based generally on 6% of park revenues, and (iii) an annual offer to purchase a maximum number of 5% per year (accumulating to the extent not purchased in any given year) of limited partnership units at specified prices.

        We plan to make approximately $19.8 million of capital expenditures at these parks for the 2002 season, an amount in excess of the minimum required expenditure. We were required to purchase $0.9 million of units at both parks pursuant to the 2002 offer to purchase. Because we have not been required since 1998 to purchase a material amount of units, our maximum unit purchase obligation for both parks in 2003 will be an aggregate of approximately $159.1 million, representing approximately 30.0% of the outstanding units of the Georgia park and 22.7% of the outstanding units of the Texas park. The obligation to offer to purchase units (without taking into account accumulation from prior years) aggregates approximately $30.1 million for both parks based on current purchase prices. We expect to fund future unit purchases from existing cash (including cash currently in a restricted account, $74.5 million as of June 30, 2002), borrowings under our working capital revolver and borrowings under our multicurrency revolving facility. As we purchase additional units, we are entitled to a proportionate increase in our share of the minimum annual distributions.

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        Cash flows from operations at the partnership parks will be used to satisfy the annual distribution and capital expenditure requirements, before any funds are required from us. The two partnerships generated approximately $69.5 million of aggregate EBITDA during 2001. In addition, we had $74.5 million in a dedicated escrow account at June 30, 2002 (classified as a restricted-use investment) available to fund these obligations and the obligation to purchase units. The escrow arrangements terminate in April 2003. At June 30, 2002, we had total loans outstanding of $92.1 million to the partnerships that own these parks, primarily to fund the acquisition of Six Flags White Water Atlanta and to make capital improvements, which loans are included in our investment in theme park partnerships. The balance of these loans at December 31, 2001 was $92.1 million.

        By virtue of its acting as the managing general partner of the partnerships that own Six Flags Over Texas and Six Flags Over Georgia, one of our subsidiaries is legally liable for the obligations of each of those parks, including their indebtedness. Because we are required to account for our interests in those parks by the equity method of accounting, the obligations of the partnerships are not reflected as liabilities on our consolidated balance sheet. At June 30, 2002, these partnerships had outstanding $46.0 million of third-party indebtedness (including $6.9 million of borrowings under working capital revolving facilities at that date), of which $16.7 million (including the working capital facilities' borrowings) matures prior to June 30, 2003. We expect that cash flow from operations at each of the partnership parks will be adequate to satisfy its debt obligations.

        Our current property and liability insurance policies expire in September and November 2002, respectively. Due in large part to the effects of the September 11, 2001 terrorist attack upon the insurance industry, 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, such as terrorism.

        In addition to the debt, preferred stock and lease obligations set forth above and our commitments to the partnerships that own Six Flags Over Texas and Six Flags Over Georgia discussed above, our contractual commitments include commitments for license fees to Warner Bros. and commitments relating to capital expenditures. License fees to Warner Bros. for our domestic parks aggregate $2.5 million annually through 2005. After that season, the license fee is payable based upon the number of domestic parks utilizing the licensed characters. The license fee relating to our international parks is based on percentages of the revenues of the international parks utilizing the characters. For 2001, license fees for our international parks aggregated $1.8 million. At June 30, 2002, we have prepaid approximately $7.6 million of the international license fees.

        Although we are contractually committed to make specified levels of capital expenditures at selected parks for the next several years, the vast majority of our capital expenditures in 2002 and beyond will be made on a discretionary basis. We plan on spending approximately $140.0 million on capital expenditures for the 2002 season, including the expenditures at the Partnership Parks and Six Flags Marine World.

        The degree to which we are leveraged could adversely affect our liquidity. Our liquidity could also be adversely affected by unfavorable weather, accidents or the occurrence of an event or condition, including negative publicity, or significant local competitive events or terrorist activities, that significantly reduces paid attendance and, therefore, revenue at any of our theme parks.

        We believe that, based on historical and anticipated operating results, cash flows from operations, available cash and available amounts under the credit agreement will be adequate to meet our future liquidity needs, including anticipated requirements for working capital, capital expenditures, scheduled debt and preferred stock requirements and obligations under arrangements relating to the Partnership Parks, for at least the next several years. We may, however, need to refinance all or a portion of our existing debt on or prior to maturity or to seek additional financing. In addition, our anticipated cash flows could be materially adversely affected by the occurrence of certain of the risks described in the

26

risk factors incorporated by reference herein from our report on Form 8-K, dated January 31, 2002. In that case, we would need to seek additional financing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

        The information included in "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A of our 2001 Annual Report on Form 10-K is incorporated herein by reference. Such information includes a description of our potential exposure to market risks, including interest rate risk and foreign currency risk. As of June 30, 2002, there have been no material changes in our market risk exposure from that disclosed in the 2001 Form 10-K.

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PART II—OTHER INFORMATION

Items 1, 2, 3 and 5

        Not applicable.

Items 4—Submission of Matters to a Vote of Securityholders

        On June 10, 2002, the Company held its Annual Meeting of Stockholders. The number of shares of Common Stock represented at the Meeting either in person or by proxy, was 82,534,820 shares (89.3% of the outstanding shares of common stock). Four proposals were voted upon at the Meeting. The proposals and voting results were as follows:

1.

Proposal 1—Election of Directors

        The following persons were elected as directors as follows:

2.

Proposal 2—Ratification of selection by the Company's Board of Directors of KPMG LLP as independent public accountants of the Company for the year ending December 31, 2002.

3.

Proposal 3—To approve the shareholder proposal relating to our employment practices contained in the Company's Proxy Statement. The Board of Directors opposed this proposal.

Item 6—Exhibits and Reports on Form 8-K

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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.

Date: August 14, 2002

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QuickLinks

Item 1—Financial Statements

Item 2—Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Items 1, 2, 3 and 5
Items 4—Submission of Matters to a Vote of Securityholders
Item 6—Exhibits and Reports on Form 8-K

---

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		8/15/09
		6/30/09		10-Q,  11-K
		12/31/08		10-K,  10-K/A,  11-K
		9/30/08		10-Q
		6/30/08		10-Q,  11-K,  4
		3/31/08		10-Q
		3/31/07		10-Q
		12/31/06		10-K
		3/31/06		10-Q
		2/1/06
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		12/31/02		10-K
Filed on:		8/14/02
		8/12/02
		8/5/02
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For Period End:		6/30/02
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		2/11/02
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		12/31/01		10-K
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		11/27/01
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		4/2/01
		3/2/01
		2/23/01
		2/9/01
		2/2/01		SC 13G
		1/1/01
		11/5/99
		6/30/99		10-Q,  8-K
		4/1/98
		1/31/97
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Filing Submission 0000912057-02-031970   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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