8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 13, 2014

SeaWorld Entertainment, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35883	27-1220297
(State or Other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9205 South Park Center Loop, Suite 400 Orlando, Florida	32819
(Address of Principal Executive Offices)	(Zip Code)

(407) 226-5011

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8–K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On March 13, 2014, SeaWorld Entertainment, Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the fourth quarter and full fiscal year ended December 31, 2013 and posted earnings call presentation materials on its investor relations website at http://www.seaworldinvestors.com/financial-reports/default.aspx. The full text of the press release and the earnings call presentation materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in this Item 2.02.

The information set forth under this Item 2.02 of this Current Report on Form 8-K including Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
99.1	Press release of SeaWorld Entertainment, Inc., dated March 13, 2014, announcing results for the fourth quarter and full fiscal year ended December 31, 2013.
99.2	Earnings call presentation materials of SeaWorld Entertainment, Inc., dated March 13, 2014.

Signatures

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

	SEAWORLD ENTERTAINMENT, INC.
Date: March 13, 2014	By:	/s/ G. Anthony (Tony) Taylor
	Name:	G. Anthony (Tony) Taylor
	Title:	Chief Legal and Corporate Affairs Officer, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of SeaWorld Entertainment, Inc., dated March 13, 2014, announcing results for the fourth quarter and full fiscal year ended December 31, 2013.
99.2	Earnings call presentation materials of SeaWorld Entertainment, Inc., dated March 13, 2014.

EX-99.1

Exhibit 99.1

SeaWorld Entertainment, Inc. Reports Record Full Year 2013 Results

Orlando, Fla. (March 13, 2014)—SeaWorld Entertainment, Inc. (NYSE: SEAS), a leading theme park and entertainment company, today reported financial results for the fourth quarter and full year of 2013.

Release Highlights

• Record revenue of $1,460.3 million in 2013, an increase of $36.5 million, or 3%, compared to 2012.

• Record Adjusted EBITDA^[1] of $439.1 million in 2013, an increase of $23.9 million, or 6%, compared to 2012.

• Adjusted Free Cash Flow^[1] of $169.8 million in 2013, an increase of $58.1 million, or 52%, compared to 2012.

• Completed a secondary offering by selling stockholders of 18 million shares of common stock in the fourth quarter of 2013 and concurrently repurchased 1.5 million shares of common stock directly from such selling stockholders.

• Declared a cash dividend of $0.20 per share on March 4, 2014, payable on April 1, 2014.

• Announced fiscal 2014 revenue guidance in the range of $1,490 million to $1,520 million and Adjusted EBITDA in the range of $450 million to $465 million.

“Driven by record fourth quarter total attendance at our SeaWorld-branded parks in Orlando, San Diego, and San Antonio, I am pleased to report our third consecutive year of record revenue and Adjusted EBITDA,” Jim Atchison, President and Chief Executive Officer of SeaWorld Entertainment, Inc. said. “We ended the year with Adjusted EBITDA of $439.1 million, at the high end of our previously provided guidance range. We are pleased to deliver on the financial and operating commitments we made in our first year as a public company. Delivering these results in a challenging operating environment is a testament to the strength of our brands, company, management team and, most importantly, our team members.”

Year to Date Results

For the full year 2013, the Company generated revenue of $1,460.3 million, an increase of $36.5 million, or 3%, over 2012. Adjusted EBITDA was $439.1 million, an increase of $23.9 million, or 6%, over 2012. The Company reported full year net income for 2013 of $50.5 million, or $0.57 per diluted share. Adjusted Net Income^[1] was $101.4 million, or $1.15 per diluted share. In the prior year, the Company generated net income of $77.4 million, or $0.93 per diluted share. Adjusted Free Cash Flow was $169.8 million for the full year 2013, an increase of $58.1 million, or 52%, compared to 2012.

^[1]  This earnings release includes several metrics, including Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share, Free Cash Flow and Adjusted Free Cash Flow that are not calculated in accordance with Generally Accepted Accounting Principles in the U.S. (“GAAP”). See “Statement Regarding Non-GAAP Financial Measures” section at the end of this earnings release for the definitions of Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share, Free Cash Flow and Adjusted Free Cash Flow and their reconciliation to their respective most comparable financial measures calculated in accordance with GAAP.

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The increase in revenue was driven by a total revenue per capita increase of 7.0% from $58.37 in 2012 to $62.43 in 2013, partially offset by a decrease in attendance. Admission per capita, defined as admissions revenue divided by total attendance, increased by 8.6% from $36.26 in 2012 to $39.37 in 2013 primarily as a result of higher ticket pricing and yield management strategies implemented at the beginning of 2013. In-park per capita spending, calculated as food, merchandise and other revenue divided by total attendance, increased by 4.3% from $22.11 in 2012 to $23.05 in 2013 due primarily to targeted price increases and increased in-park offerings.

Attendance in 2013 declined by 4.1% from 24.4 million guests in 2012 to 23.4 million guests in 2013. The decline was primarily attributable to the expected result of planned pricing and yield management strategies that increased revenue but reduced low yielding and free attendance. Also contributing to the decline in full year attendance was unexpected adverse weather conditions in the Company’s second quarter and July as well as the impact of an early Easter in 2013.

Fourth Quarter 2013

During the fourth quarter of 2013, the Company generated total revenue of $272.0 million, an increase of $8.8 million, or 3%, over the same period in 2012. Adjusted EBITDA was $46.6 million, a decrease of $2.8 million, or 6%, over the fourth quarter of 2012. The Company reported a net loss for the fourth quarter of 2013 of $13.5 million, or a loss of $0.15 per diluted share. Adjusted Net Loss^[1] for the quarter was $11.6 million, or a loss of $0.13 per diluted share. In the fourth quarter of 2012, the Company incurred a net loss of $8.8 million, or a loss of $0.11 per diluted share. Due to the seasonal nature of the business, the Company typically generates its highest revenues during the second and third quarters of each year and historically incurs a net loss in the first and fourth quarters.

The increase in revenue was driven by a 4.8% increase in total revenue per capita from $58.11 in the fourth quarter of 2012 to $60.91 in the fourth quarter of 2013, partially offset by a decrease in attendance. Admissions per capita increased by 4.3% over the prior year quarter, from $37.22 to $38.84 primarily as a result of higher ticket pricing and yield management strategies. In-park per capita spending increased by 5.7% from $20.89 to $22.07 in the fourth quarter of 2013, due primarily to targeted price increases and increased in-park offerings.

Despite record fourth quarter attendance at the Company’s SeaWorld-branded parks, consolidated fourth quarter attendance declined by 1.4% to 4.5 million guests in 2013. The attendance decline was the expected result of planned pricing and yield management strategies implemented at the beginning of 2013. Attendance trends improved sequentially through the year with a 1.4% decline in the fourth quarter compared to a 3.6% decline in the third quarter and a 5.7% decline in the first half of the year.

Other

On December 17, 2013, selling stockholders affiliated with The Blackstone Group L.P. completed an underwritten secondary offering of 18 million shares of the Company’s common stock at a price of $30.00 per share. The selling stockholders received all of the net proceeds from the secondary offering and no shares were sold by the Company. The Company incurred approximately $1.4 million in expenses related to this secondary offering. Concurrently with the closing of the secondary offering, the Company repurchased 1.5 million shares of its common stock directly from the selling stockholders in a private, non-underwritten transaction. These shares are held as treasury stock at cost as of December 31, 2013.

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On March 4, 2014, the Company’s Board of Directors declared a cash dividend of $0.20 per share, which is payable on April 1, 2014, to all common stockholders of record at the close of business on March 20, 2014.

Guidance

The following guidance is based on current management expectations. All financial guidance amounts are estimates subject to change, including as a result of matters discussed under the “Forward-Looking Statements” caption below and the Company undertakes no obligation to update its guidance. For the full year of 2014, the Company expects revenue to be in the range of $1,490 million to $1,520 million and Adjusted EBITDA to be in the range of $450 million to $465 million.

Conference Call

The Company will hold a conference call today, Thursday, March 13 at 5:00 P.M. Eastern Time to discuss its fourth quarter and full year 2013 financial results. The conference call will be broadcast live on the Internet and the release, conference call and supplemental materials can be accessed via the Company’s website at seaworldentertainment.com by clicking on the “Investor Relations” link located on the upper right corner of that page. For those unable to participate in the live call, a replay of the webcast will be available after 8:00 P.M. Eastern Time March 13, 2014 via the “Investor Relations” section of seaworldentertainment.com. A replay of the call can also be accessed telephonically from 8:00 P.M. Eastern Time on March 13, 2014 through 11:59 P.M. Eastern Time on March 20, 2014 by dialing 1-877-870-5176 from anywhere in the U.S. or 1-858-384-5517 from international locations, conference code 9590768.

Statement Regarding Non-GAAP Financial Measures

This earnings release and accompanying financial statement tables include several supplemental non-GAAP financial measures, including Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share, Free Cash Flow and Adjusted Free Cash Flow. Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share, Free Cash Flow, and Adjusted Free Cash Flow are not recognized terms under GAAP, should not be considered in isolation or as a substitute for a measure of liquidity or performance prepared in accordance with GAAP and are not indicative of net income or loss or net cash provided by operating activities as determined under GAAP. Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share, Free Cash Flow, Adjusted Free Cash Flow and other non-GAAP financial measures have limitations that should be considered before using these measures to evaluate the Company’s liquidity or financial performance. Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Net Income (Loss) per Diluted Share, Free Cash Flow or Adjusted Free Cash Flow, as presented, may not be comparable to similarly titled measures of other companies due to varying methods of calculation.

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Adjusted EBITDA is defined as net income (loss) before income tax expense, interest expense, depreciation and amortization, as further adjusted to exclude certain non-cash, and other items permitted in calculating covenant compliance under the indenture governing the Company’s existing senior notes and the credit agreement governing the Company’s senior secured credit facilities. Adjusted EBITDA is a material component of these covenants. Management presents Adjusted EBITDA because it believes that it provides additional information to investors about the calculation of and compliance with these financial covenants. Management also uses Adjusted EBITDA in connection with certain components of its executive compensation program. In addition, investors, lenders, financial analysts and rating agencies have historically used EBITDA-related measures in the Company’s industry, along with other measures to evaluate a company’s ability to meet its debt service requirement, to estimate the value of a company and to make informed investment decisions.

Adjusted Net Income (Loss) is defined as net income (loss) before the after-tax impact of the advisory termination fee, secondary offering costs and the loss on early extinguishment of debt and write-off of discounts and deferred financing costs. Adjusted Net Income (Loss) per Diluted Share is calculated by dividing Adjusted Net Income (Loss) for the period by the diluted shares outstanding. Management presents Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Diluted Share to eliminate the impact of items, net of tax, that management does not consider indicative of ongoing operating performance due to their inherent unusual nature or because they result from an event of a similar nature.

Free Cash Flow is defined as net cash provided by operating activities reduced by capital expenditures. Adjusted Free Cash Flow is defined as Free Cash Flow further adjusted by the one-time cash payment of the 2009 Advisory Agreement termination fee. Management presents Free Cash Flow and Adjusted Free Cash Flow because it believes it provides supplemental information to assist investors in analyzing the Company’s ability to generate liquidity from its operating activities. Free Cash Flow and Adjusted Free Cash Flow have limitations due to the fact that they do not represent the residual cash flow available for discretionary expenditures as they do not take into consideration certain other non-discretionary cash requirements, such as mandatory principal payments on the Company’s long-term debt.

The financial statement tables that accompany this press release include a reconciliation of non-GAAP financial measures to the applicable most comparable U.S. GAAP financial measures.

About SeaWorld Entertainment, Inc.

SeaWorld Entertainment, Inc. (NYSE: SEAS) is a leading theme park and entertainment company delivering personal, interactive and educational experiences that blend imagination with nature and enable its customers to celebrate, connect with and care for the natural world we share. The Company owns or licenses a portfolio of globally recognized brands including SeaWorld, Shamu and Busch Gardens. Over its more than 50-year history, the Company has built a diversified portfolio of 11 destination and regional theme parks that are grouped in key markets across the United States, many of which showcase its one-of-a-kind collection of approximately 86,000 marine and terrestrial animals. The Company’s theme parks feature a diverse array of rides, shows and other attractions with broad demographic appeal which deliver memorable experiences and a strong value proposition for its guests. In addition to its theme parks, the Company has recently begun to leverage its brands into media, entertainment and consumer products.

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Copies of this and other news releases as well as additional information about SeaWorld Entertainment, Inc. can be obtained online at www.seaworldentertainment.com. Shareholders and prospective investors can also register to automatically receive the Company’s press releases, SEC filings and other notices by e-mail by registering at that website.

Forward-Looking Statements

In addition to historical information, this press release contains statements relating to future results (including certain projections and business trends) that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. The Company generally uses the words “may”, “will”, “could”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend”, and similar expressions in this press release and any attachment to identify forward-looking statements. All statements, other than statements of historical facts included in this press release, including statements concerning plans, objectives, goals, beliefs, business strategies, future events, business conditions, results of operations, financial position and business outlook, earnings guidance, business trends and other information are forward-looking statements. The forward-looking statements are not historical facts, and are based upon current expectations, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond management’s control. All expectations, beliefs and projections are expressed in good faith and the Company believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained in this press release, including among others: various factors beyond management’s control adversely affecting discretionary spending and attendance at the Company’s theme parks; inability to protect intellectual property or the infringement on intellectual property rights of others; incidents or adverse publicity concerning the Company’s theme parks; outbreak of infectious disease affecting the Company’s animals; change in federal and state regulations governing the treatment of animals; and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” in the Company’s final prospectus dated as of December 11, 2013 with the Securities and Exchange Commission (“SEC”).

Although the Company believes that these statements are based upon reasonable assumptions, it cannot guarantee future results and readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as

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of the date of this press release. There can be no assurance that (i) the Company has correctly measured or identified all of the factors affecting its business or the extent of these factors’ likely impact, (ii) the available information with respect to these factors on which such analysis is based is complete or accurate, (iii) such analysis is correct or (iv) the Company’s strategy, which is based in part on this analysis, will be successful. Except as required by law, the Company undertakes no obligation to update or revise forward-looking statements to reflect new information or events or circumstances that occur after the date of this press release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the SEC (which are available from the SEC’s EDGAR database at www.sec.gov and via the Company’s website at www.seaworldentertainment.com).

Contacts:

Investor Relations Inquiries:

SeaWorld Entertainment, Inc.

855.797.8625

investors@seaworld.com

Media Inquiries:

Fred Jacobs

Vice President of Communications

Fred.Jacobs@SeaWorld.com

SOURCE SeaWorld Entertainment, Inc.

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SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	For the Three Months Ended December 31,						Change					For the Year Ended December 31,				Change
	2013			2012			$			%		2013		2012		$			%
Net revenues:
Admissions	$	173,406		$	168,565		$	4,841			3%	$	921,016	$	884,407	$	36,609			4%
Food, merchandise and other		98,553			94,608			3,945			4%		539,234		539,345		(111	)		(0%)
Total revenues		271,959			263,173			8,786			3%		1,460,250		1,423,752		36,498			3%
Costs and expenses:
Cost of food, merchandise and other revenues		20,968			19,450			1,518			8%		114,192		118,559		(4,367	)		(4%)
Operating expenses		169,430			166,364			3,066			2%		739,989		726,509		13,480			2%
Selling, general and administrative		37,717			34,349			3,368			10%		187,298		184,920		2,378			1%
Termination of advisory agreement		—			—			—			—		50,072		—		50,072			ND
Secondary offering costs		1,407			—			1,407			ND		1,407		—		1,407			ND
Depreciation and amortization		41,932			44,890			(2,958	)		(7%)		166,086		166,975		(889	)		(1%)
Total costs and expenses		271,454			265,053			6,401			2%		1,259,044		1,196,963		62,081			5%
Operating income (loss)		505			(1,880	)		2,385			127%		201,206		226,789		(25,583	)		(11%)
Other income (loss), net		48			(547	)		595			109%		241		1,563		(1,322	)		(85%)
Interest expense		20,986			25,163			(4,177	)		(17%)		93,536		111,426		(17,890	)		(16%)
Loss on early extinguishment of debt and write-off of discounts and deferred financing costs		—			—			—			—		32,429		—		32,429			ND
(Loss) income before income taxes		(20,433	)		(27,590	)		7,157			26%		75,482		116,926		(41,444	)		(35%)
(Benefit from) provision for income taxes		(6,926	)		(18,791	)		11,865			63%		25,004		39,482		(14,478	)		(37%)
Net (loss) income	$	(13,507	)	$	(8,799	)	$	(4,708	)		(54%)	$	50,478	$	77,444	$	(26,966	)		(35%)
(Loss) earnings per share:
Net (loss) income per share, basic	$	(0.15	)	$	(0.11	)						$	0.58	$	0.94
Net (loss) income per share, diluted	$	(0.15	)	$	(0.11	)						$	0.57	$	0.93
Weighted average commons shares outstanding:
Basic		89,523			82,576								87,537		82,480
Diluted		89,523			82,576								88,152		83,552

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SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES

UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(In thousands)

	For the Three Months Ended December 31,						Change					For the Year Ended December 31,					Change
	2013			2012			$			%		2013			2012		$			%
Net (loss) income	$	(13,507	)	$	(8,799	)	$	(4,708	)		(54%)	$	50,478		$	77,444	$	(26,966	)		(35%)
(Benefit from) provision for income taxes		(6,926	)		(18,791	)		11,865			63%		25,004			39,482		(14,478	)		(37%)
Loss on early extinguishment of debt and write-off of discounts and deferred financing costs (a)		—			—			—			—		32,429			—		32,429			ND
Interest expense		20,986			25,163			(4,177	)		(17%)		93,536			111,426		(17,890	)		(16%)
Depreciation and amortization		41,932			44,890			(2,958	)		(7%)		166,086			166,975		(889	)		(1%)
Secondary offering costs (b)		1,407			—			1,407			ND		1,407			—		1,407			ND
Termination of advisory agreement (c)		—			—			—			—		50,072			—		50,072			ND
Advisory fees (d)		—			1,126			(1,126	)		(100%)		2,799			6,201		(3,402	)		(55%)
Equity-based compensation expense (e)		1,322			320			1,002			313%		6,026			1,681		4,345			258%
Debt refinancing costs (f)		—			—			—			—		892			1,000		(108	)		(11%)
Other adjusting items (g)		—			463			(463	)		(100%)		843			630		213			34%
Other non-cash expenses (h)		1,427			5,085			(3,658	)		(72%)		9,556			10,367		(811	)		(8%)
Adjusted EBITDA	$	46,641		$	49,457		$	(2,816	)		(6%)	$	439,128		$	415,206	$	23,922			6%
Net (loss) income	$	(13,507	)	$	(8,799	)	$	(4,708	)		(54%)	$	50,478		$	77,444	$	(26,966	)		(35%)
Termination of advisory agreement (c)		—			—			—			—		50,072			—		50,072			ND
Secondary offering costs (b)		1,407			—			1,407			ND		1,407			—		1,407			ND
Loss on early extinguishment of debt and write-off of discounts and deferred financing costs (a)		—			—			—			—		32,429			—		32,429			ND
Income taxes of certain non-GAAP adjustments		492			—			492			ND		(32,968	)		—		(32,968	)		ND
Adjusted Net (Loss) Income	$	(11,608	)	$	(8,799	)	$	(2,809	)		(32%)	$	101,418		$	77,444	$	23,974			31%
Net (loss) income per share, diluted	$	(0.15	)	$	(0.11	)	$	(0.04	)		(36%)		0.57		$	0.93	$	(0.36	)		(39%)
Termination of advisory agreement (c)		—			—			—			—		0.57			—		0.57			ND
Secondary offering costs (b)		0.02			—			0.02			ND		0.02			—		0.02			ND
Loss on early extinguishment of debt and write-off of discounts and deferred financing costs (a)		—			—			—			—		0.36			—		0.36			ND
Income taxes of certain non-GAAP adjustments		0.00			—			0.00			ND		(0.37	)		—		(0.37	)		ND
Adjusted Net (Loss) Income per share, diluted	$	(0.13	)	$	(0.11	)	$	(0.02	)		(18%)	$	1.15		$	0.93	$	0.22			24%
Weighted average shares outstanding, diluted		89,523			82,576								88,152			83,552
Net cash provided by operating activities	$	13,477		$	865		$	12,612			1458%	$	289,794		$	303,513	$	(13,719	)		(5%)
Advisory termination fee cash payment		—			—			—			—		46,300			—		46,300			ND
Adjusted cash flow from operations	$	13,477		$	865		$	12,612			1458%	$	336,094		$	303,513	$	32,581			11%
Capital expenditures		40,406			36,769			3,637			10%		166,258			191,745		(25,487	)		(13%)
Adjusted Free Cash Flow	$	(26,929	)	$	(35,904	)	$	8,975			25%	$	169,836		$	111,768	$	58,068			52%

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SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES

UNAUDITED BALANCE SHEET DATA

(In thousands)

	As of December 31,
	2013		2012
Cash and cash equivalents	$	116,841	$	45,675
Total assets	$	2,582,273	$	2,521,052
Long-term debt, including current maturities:
Term A Loan	$	—	$	152,000
Term B Loan		—		1,293,774
Term B-2 Loans		1,397,975		—
Senior Notes		260,000		400,000
Total long-term debt, including current maturities	$	1,657,975	$	1,845,774
Total stockholders’ equity	$	654,132	$	449,848

SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES

UNAUDITED OTHER DATA

	For the Three Months Ended As of December 31,				Change						For the Year Ended As of December 31,				Change
	2013		2012		$			%			2013		2012		$			%
Attendance (in thousands)		4,465		4,529		(64	)		(1.4	%)		23,391		24,391		(1,000	)		(4.1	%)
Total revenue per capita (i)	$	60.91	$	58.11	$	2.80			4.8	%	$	62.43	$	58.37	$	4.06			7.0	%

ND-Not determinable

(a) Reflects a $15.4 million premium paid for the early redemption of $140.0 million of the Company’s Senior Notes using net proceeds from the Company’s initial public offering in April 2013, along with a write-off of approximately $5.5 million in related discounts and deferred financing costs and a write-off of approximately $11.5 million of certain capitalized debt issuance costs in connection with Amendment No. 5 to the Company’s Senior Secured Credit Facilities.

(b) Reflects fees and expenses incurred by the Company in connection with the secondary offering of common stock in December 2013. The selling stockholders received all of the net proceeds from the offering and the Company paid all expenses related to the offering, other than underwriting discounts and commissions. No shares were sold by the Company in the secondary offering.

(c) Reflects a one-time fee of $46.3 million paid by the Company to an affiliate of Blackstone in connection with the termination of the 2009 Advisory Agreement, and a related write-off of prepaid advisory fees of $3.8 million.

(d) Reflects historical fees paid to an affiliate of Blackstone under the 2009 Advisory Agreement.

(e) Reflects non-cash compensation expense associated with the grants of equity compensation.

(f) Reflects costs which were expensed related to the amendments to the Senior Secured Credit Facilities.

(g) Reflects costs related to the Company’s acquisition of the Knott’s Soak City Chula Vista water park and pre-opening costs related to Aquatica San Diego.

(h) Reflects non-cash expenses related to miscellaneous asset write-offs and non-cash gains/losses on foreign currencies, which were expensed.

(i) Calculated as total revenues divided by attendance.

9

EX-99.2

March 13, 2014

Q4 2013 Earnings Call Presentation

Exhibit 99.2

Cautionary Statements

2

Statement Regarding Forward-Looking Statements

This presentation contains “forward-looking statements”

within the meaning of U.S. federal securities laws. All statements contained in this presentation other than

statements

of

historical

facts

are

forward-looking

statements.

You

can

identify

forward-looking

statements

by

the

use

of

words

such

as

“may,”

“might,”

“will,”

“should,”

“expect,”

“plan,”

“anticipate,”

“believe,”

“estimate,”

“project,”

“predict,”

“intend,”

“future,”

“potential,”

“continue,”

and other similar expressions.

Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, estimates and projections, and various

assumptions, many of which are inherently uncertain and beyond our control. Such expectations, beliefs, estimates and projections are expressed in good faith and

management believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will

be achieved and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to

risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including risks detailed

in SeaWorld Entertainment, Inc.’s (“SeaWorld”

or the “Company”) final prospectus filed on December 12, 2013 with the U.S. Securities and Exchange Commission.

Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect

actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.

Statement Regarding Non-GAAP Financial Measures

This presentation includes several metrics which are not calculated in accordance with the generally accepted accounting principles in the United States (“GAAP”),

including Adjusted EBITDA, Adjusted Cash Flow from Operations and Adjusted Free Cash Flow. These metrics have important limitations and should not be considered

in

isolation

or

as

a

substitute

for

measures

of

the

Company’s

financial

performance

or

liquidity

prepared

in

accordance

with

GAAP.

In

addition,

these

metrics,

as

presented by the Company, may not be comparable to similarly titled measures of other companies due to varying methods of calculations. 

Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, as further adjusted to exclude

certain unusual, non-cash and other items permitted in calculating covenant compliance under the indenture governing the Company’s existing senior notes and the

credit agreement governing the Company’s senior secured credit facilities. The Company believes that the presentation of Adjusted EBITDA is appropriate to provide

additional information to investors about the calculation of, and compliance with, certain financial covenants in the indenture and the credit agreement. Adjusted EBITDA

is a material component of these covenants. The Company also uses Adjusted EBITDA in connection with certain components of its executive compensation program.

In addition, investors, lenders, financial analysts and rating agencies have historically used EBITDA-related measures in the Company’s theme park and entertainment

industry, along with other measures to evaluate the Company’s ability to meet its debt service requirement, to estimate the value of a company and to make informed

investment decisions. Adjusted Cash Flow from Operations is defined as net cash provided by operating activities reduced by the one-time cash payment of the 2009

Advisory Agreement termination fee. Adjusted Free Cash Flow is Adjusted Cash Flow from Operations reduced by capital expenditures. For a reconciliation of Adjusted

EBITDA to net income and Adjusted Cash Flow from Operations and Adjusted Free Cash Flow to Cash Flow from Operating Activities, please refer to the Appendix in

this presentation or our 8-K Quarterly Earnings Release, which can be found at our website www.seaworldentertainment.com.

Statement Regarding Use of Registered Trademarks

The

Company

owns

or

has

rights

to

use

a

number

of

registered

and

common

law

trademarks,

service

marks

and

trade

names

in

connection

with

its

business

in

the

United

States

and

in

certain

foreign

jurisdictions,

including

SeaWorld

Entertainment™,

SeaWorld

Parks

&

Entertainment™,

SeaWorld

®

,

Shamu

®

,

Busch

Gardens

®

,

Aquatica™,

Discovery

Cove

®

,

Sea

Rescue™,

and

other

names

and

marks

that

identify

our

theme

parks,

characters,

rides,

attractions

and

other

businesses.

In

addition,

the

Company

has

certain

rights

to

use

Sesame

Street

®

marks,

characters

and

related

indicia

through

certain

license

agreements

with

Sesame

Workshop

(f/k/a

Children’s Television Workshop).

Solely

for

convenience,

the

trademarks,

service

marks

and

trade

names

referred

to

in

this

presentation

may

be

without

the

®

and

™

symbols,

but

such

references

are

not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these

trademarks, service marks, and trade names.

Full Year 2013 Highlights

3

•

Successful initial public offering

•

Amendment of credit facility

•

Commencement of quarterly dividend program

•

Completion of secondary offering by selling

stockholders and concurrent share repurchase from

them

•

Opening of Antarctica: Empire of the Penguin

•

Opening of 11th theme park Aquatica San Diego

•

Sea

Rescue

Season

3

debut;

show

surpasses

100

million viewers

•

Debut of new television series The Wildlife Docs

•

More than 23,000 rescued animals

•

Launch enhanced e-commerce and mobile platforms

•

Delivered on original guidance for both revenue

($1.46 billion to $1.49 billion) and Adjusted EBITDA

($430 million to $440 million)

•

Achieved record revenue of $1.46 billion and record

Adjusted EBITDA of $439.1 million

A year of many accomplishments

Consolidated 2013 Financial

Results

4

•

Strong performance at our

SeaWorld-branded parks

propelled the Company to

record consolidated Revenue

and Adjusted EBITDA

•

Delivered on our financial and

operating commitments made

in 2013

Focus on profitable growth and financial performance

Adjusted EBITDA

Revenue

Revenue Per Capita

(In $ millions except per capita data)

1

Excludes a one-time fee of $46.3 million paid to an affiliate of Blackstone in connection with the termination of the 2009 Advisory Agreement.

2

Defined as cash from operations minus capital expenditures. Excludes a one-time fee of $46.3 million paid to an affiliate of Blackstone in

connection with the termination of the 2009 Advisory Agreement.

CAGR

+4.8%

Adjusted Free Cash Flow

CAGR

+5.3%

CAGR

+7.2%

CAGR

+98.9%

Adjusted Cash Flow from Operations

CAGR

+11.9%

Twin Goals: Growing Adjusted

EBITDA and Free Cash

Strong Balance Sheet

Capex as % of Revenue

Focus on high flow-through revenue and cost management

5

•

Pursue disciplined capital

investment and expansion

opportunities

•

Target average capex run-

rate as a percent of

revenue is ~10%

(In $ millions)

•

Maintain stable levels of

leverage while enhancing

free cash flow through

refinancing opportunities

1

At IPO shows 12/31/2012 pro forma for the IPO.

2

Excludes unamortized debt discount.

3

Represents 12/31/12 net debt pro forma for the IPO divided by 2012 Adjusted EBITDA.

•

Expand revenue through

high flow-through

opportunities

•

Continue implementation of

cost and labor management

objectives

Adjusted EBITDA Margin

+140

bps

-

550

bps

2014 –

The Year Ahead

6

•

New attractions will open in 9 of our 11 parks

–

50th

Anniversary

Celebration

“Sea

of

Surprises”

at

all

three SeaWorld parks

–

Explorer’s

Reef

at

SeaWorld

San

Diego

–

Falcon’s

Fury

at

Busch

Gardens

Tampa

–

London

Rocks

show

at

Busch

Gardens

Williamsburg

–

Cookie’s

Monster

Land

at

Sesame

Place

–

Colossal Curl

water slide at Water Country USA

–

Ihu’s

Breakaway

Falls

thrill

slide

at

Aquatica

Orlando

–

Roa’s

Aviary

at

Aquatica

San

Antonio

–

Taumata

Racer

water

slide

at

Aquatica

San

Diego

•

Continued progress on domestic and international

business development opportunities

•

Showcase our intellectual properties through out-of-

park brand extensions

–

Expansion of Sea Rescue and The Wildlife Docs 

television shows via DVD and iTunes sales

–

Other media, film, television, music and digital ventures

–

Consumer products and licensing

Focus on delivering a compelling lineup of new attractions and entertainment

2014 Annual Guidance

7

Focus on strategic execution and maintaining momentum

•

The following estimates are based on current management expectations

–

Revenue: $1.49 to $1.52 billion or 2% to 4% growth

–

Adjusted EBITDA: $450 to $465 million or 3% to 6% growth

•

Q1 2014 Performance drivers

–

Attendance shift out of Q1 into Q2 ( ~250K) due to Easter

–

Attendance impact from less park operating days ( ~100K)

–

Costs associated with SeaWorld’s 50th Anniversary celebration ( ~$10 million)

•

2014 Capital spending

–

Spend at 11% of revenue due to timing of some 2013 spend shifting into 2014

–

Total spend for 2013-2014 remains unchanged

Other Guidance

Management Guidance

March 13, 2014

Appendix

Reconciliation of Adjusted

EBITDA to Net Income

2011

2012

2013

Net Income

$19

$77

$50

Provision for Income Taxes

13

39

25

Loss on Early Extinguishment of Debt

--

--

32

Interest Expense

110

111

94

Depreciation & Amortization

214

167

166

Secondary offering costs

--

--

1

Termination of Advisory Agreement Fee

--

--

50

Advisory Fee

6

6

3

Equity Based Compensation Expense

1

2

6

Carve-Out Costs

6

--

--

Debt Refinancing Costs

--

1

1

Other Adjusting Items

--

1

1

Other Non-Cash Expenses

12

10

10

Adjusted EBITDA

$382

$415

$439

1

Column may not foot due to rounding.

9

(In $ millions)

1

Reconciliation of Adjusted Free Cash

Flow to Cash Flow from Operations

2011

2012

2013

Cash Flow from Operations

$268

$304

$290

Advisory termination fee cash payment

--

--

46

Adjusted Cash Flow from Operations

268

304

336

Capital Expenditures

225

192

166

Adjusted Free Cash Flow

$43

$112

$170

10

(In $ millions)

March 13, 2014

Q4 2013 Earnings Call Presentation