XML 85 R46.htm IDEA: XBRL DOCUMENT v3.6.0.2
Schedule I-Registrant's Condensed Financial Statements
12 Months Ended
Dec. 31, 2016
Condensed Financial Information Of Parent Company Only Disclosure [Abstract]  
Schedule I-Registrant's Condensed Financial Statements

Schedule I-Registrant’s Condensed Financial Statements

SEAWORLD ENTERTAINMENT, INC.

 

PARENT COMPANY ONLY

 

CONDENSED BALANCE SHEETS

 

(In thousands, except share and per share amounts)

 

 

 

December 31,

 

 

 

2016

 

 

2015

 

Assets

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash

 

$

908

 

 

$

430

 

Total current assets

 

 

908

 

 

 

430

 

Investment in wholly owned subsidiary

 

 

474,909

 

 

 

517,257

 

Total assets

 

$

475,817

 

 

$

517,687

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Dividends payable

 

$

908

 

 

$

430

 

Total current liabilities

 

 

908

 

 

 

430

 

Total liabilities

 

 

908

 

 

 

430

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares

   issued or outstanding at December 31, 2016 and 2015

 

 

 

 

 

 

Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 91,861,054

and 90,320,374 shares issued at December 31, 2016 and 2015, respectively

 

 

919

 

 

 

903

 

Additional paid-in capital

 

 

621,343

 

 

 

624,765

 

Retained earnings

 

 

7,518

 

 

 

46,460

 

Treasury stock, at cost (6,519,773 shares at December 31, 2016

  and 2015)

 

 

(154,871

)

 

 

(154,871

)

Total stockholders' equity

 

 

474,909

 

 

 

517,257

 

Total liabilities and stockholders' equity

 

$

475,817

 

 

$

517,687

 

 

SEAWORLD ENTERTAINMENT, INC.

 

PARENT COMPANY ONLY

 

CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 

FOR THE YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

Equity in net (loss) income of subsidiary

 

$

(12,531

)

 

$

49,133

 

 

$

49,919

 

Net (loss) income

 

$

(12,531

)

 

$

49,133

 

 

$

49,919

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Comprehensive (loss) income

 

$

(12,531

)

 

$

49,133

 

 

$

49,919

 

 

 

SEAWORLD ENTERTAINMENT, INC.

 

PARENT COMPANY ONLY

 

CONDENSED STATEMENTS OF CASH FLOWS

 

FOR THE YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014

 

(In thousands)

 

 

 

For the Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(12,531

)

 

$

49,133

 

 

$

49,919

 

Adjustments to reconcile net (loss) income to net cash provided by

   operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net (loss) income of subsidiary

 

 

12,531

 

 

 

(49,133

)

 

 

(49,919

)

Dividend received from subsidiary-return on capital

   (net of forfeitures)

 

 

26,412

 

 

 

36,196

 

 

 

36,056

 

Net cash provided by operating activities

 

 

26,412

 

 

 

36,196

 

 

 

36,056

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Restricted payment from subsidiary

 

 

 

 

 

45,000

 

 

 

65,708

 

Dividend received from subsidiary-return of capital

   (net of forfeitures)

 

 

39,372

 

 

 

36,381

 

 

 

36,056

 

Net cash provided by investing activities

 

 

39,372

 

 

 

81,381

 

 

 

101,764

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of treasury stock

 

 

 

 

 

(50,650

)

 

 

(60,058

)

Dividend paid to common stockholders

 

 

(65,306

)

 

 

(72,318

)

 

 

(72,113

)

(Payment) receipt of cash for tax withholdings on

   equity-based compensation

 

 

 

 

 

(37

)

 

 

37

 

Net cash used in financing activities

 

 

(65,306

)

 

 

(123,005

)

 

 

(132,134

)

Change in Cash and Cash Equivalents

 

 

478

 

 

 

(5,428

)

 

 

5,686

 

Cash and Cash Equivalents - Beginning of year

 

 

430

 

 

 

5,858

 

 

 

172

 

Cash and Cash Equivalents - End of year

 

$

908

 

 

$

430

 

 

$

5,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Noncash Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared, but unpaid

 

$

908

 

 

$

430

 

 

$

172

 

Treasury stock purchases settled in January 2015

 

$

 

 

$

 

 

$

5,650

 

1. DESCRIPTION OF SEAWORLD ENTERTAINMENT, INC.

SeaWorld Entertainment, Inc. (the “Parent”) was incorporated in Delaware on October 2, 2009. At that time, the Parent was owned by ten limited partnerships (the “Partnerships” or the “selling stockholders”), ultimately owned by affiliates of The Blackstone Group L.P. (“Blackstone”) and certain co-investors.  The Parent has no operations or significant assets or liabilities other than its investment in SeaWorld Parks & Entertainment, Inc. (“SEA”), which owns and operates twelve theme parks within the United States. Accordingly, the Parent is dependent upon distributions from SEA to fund its obligations. However, under the terms of SEA’s various debt agreements, SEA’s ability to pay dividends or lend to the Parent is restricted, except that SEA may pay specified amounts to the Parent to fund the payment of the Parent’s tax obligations.

2. BASIS OF PRESENTATION

The accompanying condensed financial statements (the “parent company only financial statements”) include the accounts of the Parent and its investment in SEA accounted for in accordance with the equity method and do not present the financial statements of the Parent and its subsidiary on a consolidated basis.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted since this information is included with the SeaWorld Entertainment, Inc. consolidated financial statements included elsewhere in this Annual Report on Form 10-K (the “consolidated financial statements”). These parent company only financial statements should be read in conjunction with the consolidated financial statements.

3. GUARANTEES

On December 1, 2009, SEA entered into senior secured credit facilities (the “Senior Secured Credit Facilities”) and issued senior notes (the “Senior Notes”). On March 30, 2015, SEA entered into an incremental term loan amendment (the “Incremental Amendment”) to its existing Senior Secured Credit Facilities and on April 7, 2015, SEA borrowed additional term loans pursuant to the Incremental Amendment.  The proceeds, along with cash on hand, were used to redeem all of the outstanding Senior Notes.  See further discussion in Note 11–Long-Term Debt of the accompanying consolidated financial statements.

Under the terms of the Senior Secured Credit Facilities, the obligations of SEA are fully, unconditionally and irrevocably guaranteed by Parent, any subsidiary of Parent that directly or indirectly owns 100% of the issued and outstanding equity interest of SEA, and subject to certain exceptions, each of SEA’s existing and future material domestic wholly-owned subsidiaries (collectively, the “Guarantors”).

4. DIVIDENDS FROM SUBSIDIARIES

Prior to September 19, 2016, SEA’s Board of Directors (the “Board”) had a policy to pay, subject to legally available funds, regular quarterly cash dividends to the Parent (defined as a restricted payment in the Senior Secured Credit Facilities) and the Parent’s Board had a policy to pay a regular quarterly cash dividends.  Subsequent to the September 19, 2016 dividend declaration, both the SEA’s Board and the Parent’s Board suspended the quarterly dividend policy to allow greater flexibility to deploy capital, when possible, to opportunities that offer the greatest long term returns to shareholders, such as, but not limited to, investments in new attractions, debt repayments or share repurchases. As a result, SEA paid a cash dividend to the Parent during the years ended December 31, 2016, 2015 and 2014 related to dividend declarations as follows:  

 

Payment Date

 

Cash Dividends Paid

 

2016:

 

 

 

 

January 22, 2016

 

$

17,808

 

April 1, 2016(a)

 

$

21,269

 

July 1, 2016(a)

 

$

18,176

 

October 7, 2016

 

$

8,647

 

2015:

 

 

 

 

January 22, 2015

 

$

18,112

 

April 1, 2015(a)

 

$

18,204

 

July 1, 2015(a)

 

$

18,238

 

October 6, 2015

 

$

18,117

 

2014

 

 

 

 

January 3, 2014

 

$

17,767

 

April 1, 2014(a)

 

$

17,766

 

July 1, 2014(a)

 

$

18,290

 

October 6, 2014

 

$

18,290

 

(a)As SEA had an accumulated deficit at the time these dividends were declared to the Parent, these dividends were accounted for as a return of capital by the Parent.  The remaining dividends from SEA have been reflected as a return on capital in the accompanying parent company only financial statements.

During the years ended December 31, 2016, 2015 and 2014, the Parent’s Board declared or paid quarterly cash dividends to all common stockholders of record as follows:

 

Record Date

 

Payment Date

 

Cash Dividend

per Common

Share

 

2016:

 

 

 

 

 

 

January 15, 2016

 

January 22, 2016

 

$

0.21

 

March 14, 2016

 

April 1, 2016

 

$

0.21

 

June 20, 2016

 

July 1, 2016

 

$

0.21

 

September 29, 2016

 

October 7, 2016

 

$

0.10

 

2015:

 

 

 

 

 

 

January 13, 2015

 

January 22, 2015

 

$

0.21

 

March 13, 2015

 

April 1, 2015

 

$

0.21

 

June 22, 2015

 

July 1, 2015

 

$

0.21

 

September 29, 2015

 

October 6, 2015

 

$

0.21

 

2014:

 

 

 

 

 

 

March 20, 2014

 

April 1, 2014

 

$

0.20

 

June 20, 2014

 

July 1, 2014

 

$

0.21

 

September 29, 2014

 

October 6, 2014

 

$

0.21

 

 

As of December 31, 2016, the Parent had $908 of cash dividends payable included in dividends payable in the accompanying condensed balance sheet.   See Note 19–Stockholders’ Equity of the accompanying consolidated financial statements for further discussion.

 

5. STOCKHOLDERS’ EQUITY

Omnibus Incentive Plan

The Parent reserved 15,000,000 shares of common stock for future issuance under the 2013 Omnibus Incentive Plan (“Omnibus Incentive Plan”).  The Omnibus Incentive Plan is administered by the compensation committee of the Parent’s Board, and provides that the Parent may grant equity incentive awards to eligible employees, directors, consultants or advisors of the Parent or its subsidiary, SEA, in the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based and performance compensation awards. If an award under the Omnibus Incentive Plan terminates, lapses, or is settled without the payment of the full number of shares subject to the award, the undelivered shares may be granted again under the Omnibus Incentive Plan. See further discussion in Note 18–Equity-Based Compensation of the accompanying consolidated financial statements.

Secondary Offering and Concurrent Share Repurchase

On April 9, 2014, the selling stockholders completed an underwritten secondary offering of 17,250,000 shares of common stock, including 2,250,000 shares pursuant to the exercise in full of the underwriters’ option to purchase additional shares. The selling stockholders received all of the net proceeds from the offering and no shares were sold by the Parent.

Concurrently with the closing of the secondary offering in April 2014, the Parent repurchased 1,750,000 shares of its common stock directly from the selling stockholders in private, non-underwritten transactions at a price per share equal to the price per share paid to the selling stockholders by the underwriters in the respective secondary offering.

Share Repurchase Program

In 2014, the Parent’s Board authorized the repurchase of up to $250,000 of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Parent is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The number of shares to be purchased and the timing of purchases will be based on the level of the Company’s cash balances, general business and market conditions, and other factors, including legal requirements, debt covenant restrictions and alternative investment opportunities.

There were no share repurchases during the year ended December 31, 2016. During the year ended December 31, 2015, the Parent repurchased a total of 2,413,803 shares of common stock at an average price of $18.62 per share and a total cost of approximately $45,000 leaving $190,000 available for future repurchases under the Share Repurchase Program as of December 31, 2016.

During the year ended December 31, 2014, the Parent repurchased a total of 855,970 shares of common stock at an average price of $17.50 per share and a total cost of approximately $15,000. The Company paid $5,650 in January 2015 for settlement of shares repurchased in December 2014.

All shares repurchased pursuant to the Share Repurchase Program and all shares repurchased directly from the selling stockholders concurrently with the secondary offerings were recorded as treasury stock at a total cost of $154,871 as of December 31, 2016 and 2015, and $109,871 as of December 31, 2014 and are reflected as a reduction to stockholders’ equity on the accompanying consolidated statements of changes in stockholders’ equity. SEA transferred $45,000 and $65,708 during the years ended December 31, 2015 and 2014, respectively, as restricted payments to the Parent for the payment of repurchased shares.