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Schedule I-Registrant's Condensed Financial Statements
12 Months Ended
Dec. 31, 2017
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,

 

 

 

2017

 

 

2016

 

Assets

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash

 

$

470

 

 

$

908

 

Total current assets

 

 

470

 

 

 

908

 

Investment in wholly owned subsidiary (1)

 

 

287,466

 

 

 

461,215

 

Total assets

 

$

287,936

 

 

$

462,123

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Dividends payable

 

$

470

 

 

$

908

 

Total current liabilities

 

 

470

 

 

 

908

 

Total liabilities

 

 

470

 

 

 

908

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

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

   issued or outstanding at December 31, 2017 and 2016

 

 

 

 

 

 

Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 92,637,403

and 91,861,054 shares issued at December 31, 2017 and 2016, respectively

 

 

926

 

 

 

919

 

Additional paid-in capital

 

 

641,324

 

 

 

621,343

 

Accumulated other comprehensive loss (1)

 

 

(5,076

)

 

 

(13,694

)

(Accumulated deficit) retained earnings

 

 

(194,837

)

 

 

7,518

 

Treasury stock, at cost (6,519,773 shares at December 31, 2017

  and 2016)

 

 

(154,871

)

 

 

(154,871

)

Total stockholders' equity

 

 

287,466

 

 

 

461,215

 

Total liabilities and stockholders' equity

 

$

287,936

 

 

$

462,123

 

 

 

(1)

The 2016 parent company only condensed balance sheet reflects a correction to record accumulated other comprehensive loss which had previously been omitted. The correction of this immaterial omission reduced the previously reported investment in wholly owned subsidiary and total stockholders’ equity at December 31, 2016 by $13,694. The correction did not impact the Company’s consolidated financial statements for any periods presented.

 

SEAWORLD ENTERTAINMENT, INC.

 

PARENT COMPANY ONLY

 

CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 

FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Equity in net (loss) income of subsidiary

 

$

(202,386

)

 

$

(12,531

)

 

$

49,133

 

Net (loss) income

 

$

(202,386

)

 

$

(12,531

)

 

$

49,133

 

Equity in other comprehensive income (loss) of subsidiary (1)

 

 

8,618

 

 

 

(557

)

 

 

(12,654

)

Comprehensive (loss) income (1)

 

$

(193,768

)

 

$

(13,088

)

 

$

36,479

 

 

 

(1)

The parent company only condensed statements of comprehensive (loss) income reflect a correction to record its wholly owned subsidiary’s other comprehensive income (loss), which had previously been omitted for 2016 and 2015. The correction of this immaterial omission did not impact the Company’s consolidated financial statements for any periods presented.

 

SEAWORLD ENTERTAINMENT, INC.

 

PARENT COMPANY ONLY

 

CONDENSED STATEMENTS OF CASH FLOWS

 

FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

 

(In thousands)

 

 

 

For the Year Ended December 31,

 

 

 

2017

 

 

2016

 

 

2015

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(202,386

)

 

$

(12,531

)

 

$

49,133

 

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net loss (income) of subsidiary

 

 

202,386

 

 

 

12,531

 

 

 

(49,133

)

(Adjustments to previous dividend declarations) dividends received, net of forfeitures, from subsidiary-return on capital

 

 

(31

)

 

 

26,412

 

 

 

36,196

 

Net cash (used in) provided by operating activities

 

 

(31

)

 

 

26,412

 

 

 

36,196

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Restricted payment from subsidiary

 

 

 

 

 

 

 

 

45,000

 

Dividends received from subsidiary-return of capital,

   net of forfeitures

 

 

1,137

 

 

 

39,372

 

 

 

36,381

 

Net cash provided by investing activities

 

 

1,137

 

 

 

39,372

 

 

 

81,381

 

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of treasury stock

 

 

 

 

 

 

 

 

(50,650

)

Dividends paid to common stockholders

 

 

(1,544

)

 

 

(65,306

)

 

 

(72,318

)

Payment of cash for tax withholdings on

   equity-based compensation

 

 

 

 

 

 

 

 

(37

)

Net cash used in financing activities

 

 

(1,544

)

 

 

(65,306

)

 

 

(123,005

)

Change in Cash and Cash Equivalents

 

 

(438

)

 

 

478

 

 

 

(5,428

)

Cash and Cash Equivalents - Beginning of year

 

 

908

 

 

 

430

 

 

 

5,858

 

Cash and Cash Equivalents - End of year

 

$

470

 

 

$

908

 

 

$

430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Noncash Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared, but unpaid

 

$

470

 

 

$

908

 

 

$

430

 

 

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 “Seller”), ultimately owned by affiliates of The Blackstone Group L.P. (“Blackstone”) and certain co-investors.  On May 8, 2017 an affiliate of Zhonghong Zhuoye Group Co., Ltd. (“ZHG Group”), Sun Wise (UK) Co., LTD (“ZHG” or the “Buyer”) acquired approximately 21% of the outstanding shares of common stock of the Parent (the “Sale”) from Seller.  

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.  Additionally, on March 31, 2017, SEA entered into a refinancing amendment, Amendment No. 8 (the “Amendment”) to its existing credit agreement and borrowed additional term loans of which the proceeds, along with cash on hand, were used to redeem all of the Term B-3 loans and a portion of the outstanding principal of the Term B-2 loans.  See further discussion in Note 12–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 SUBSIDIARY

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 regular quarterly cash dividends to its stockholders.  Subsequent to the September 19, 2016 dividend declaration, both 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. SEA paid a cash dividend to the Parent during the years ended December 31, 2016 and 2015 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

 

(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 and 2015, 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

 

As of December 31, 2017, the Parent had $470 of cash dividends payable included in dividends payable in the accompanying condensed balance sheet, which relates to unvested restricted shares in SEA’s equity compensation plan.  These shares, which were granted prior to the dividend suspension, carry dividend rights and therefore dividends accumulate and will be paid as the shares vest in accordance with the underlying equity compensation grants.  These dividend rights will be forfeited if the shares do not vest.  See Note 20–Stockholders’ Equity of the accompanying consolidated financial statements for further discussion.

 

5. STOCKHOLDERS’ EQUITY

Omnibus Incentive Plan

Prior to June 14, 2017, the Parent reserved 15,000,000 shares of common stock for future issuance under the 2013 Omnibus Incentive Plan (the “2013 Omnibus Incentive Plan”).  On June 14, 2017 (the “Approval Date”), the stockholders of the Parent approved the 2017 Omnibus Incentive Plan (the “2017 Omnibus Incentive Plan”) and all shares that were previously available for issuance under the 2013 Omnibus Incentive Plan transferred to the 2017 Omnibus Incentive Plan and were authorized for future issuance. No new awards may be granted under the 2013 Omnibus Incentive Plan (although awards made under the 2013 Omnibus Incentive Plan prior to the Approval Date will remain outstanding in accordance with their terms) and no new or additional shares of common stock were authorized under the 2017 Omnibus Incentive Plan.

The 2017 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 2017 Omnibus Incentive Plan expires or is canceled, forfeited, or terminated, without issuance to the participant, the unissued shares may be granted again under the 2017 Omnibus Incentive Plan. See further discussion in Note 19–Equity-Based Compensation of the accompanying consolidated financial statements.

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 years ended December 31, 2017 and 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, 2017.

All shares repurchased pursuant to the Share Repurchase Program, along with shares repurchased directly from selling stockholders concurrently with previous secondary offerings, were recorded as treasury stock at a total cost of $154,871 as of the years ended December 31, 2017, 2016 and 2015 and are reflected as a reduction to stockholders’ equity in the accompanying consolidated statements of changes in stockholders’ equity. SEA transferred $45,000 during the year ended December 31, 2015 as restricted payments to the Parent for the payment of repurchased shares.