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Schedule I-Registrant's Condensed Financial Statements
12 Months Ended
Dec. 31, 2021
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,

 

 

 

2021

 

 

2020

 

Assets

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash

 

$

407

 

 

$

455

 

Total current assets

 

 

407

 

 

 

455

 

Total assets

 

$

407

 

 

$

455

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Loss in excess of investment in wholly-owned subsidiary

 

$

33,916

 

 

$

105,803

 

Other accrued liabilities

 

 

407

 

 

 

455

 

Total current liabilities

 

 

34,323

 

 

 

106,258

 

Total liabilities

 

 

34,323

 

 

 

106,258

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ Deficit:

 

 

 

 

 

 

 

 

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

   issued or outstanding at December 31, 2021 and 2020

 

 

 

 

 

 

Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 95,541,992

   and 94,652,248 shares issued at December 31, 2021 and 2020, respectively

 

 

955

 

 

 

946

 

Additional paid-in capital

 

 

711,474

 

 

 

680,360

 

Accumulated deficit

 

 

(115,287

)

 

 

(371,800

)

Treasury stock, at cost (19,953,042 and 16,260,248 shares at December 31, 2021 and 2020, respectively)

 

 

(631,058

)

 

 

(415,309

)

Total stockholders’ deficit

 

 

(33,916

)

 

 

(105,803

)

Total Liabilities and Stockholders’ Deficit

 

$

407

 

 

$

455

 

 

 

SEAWORLD ENTERTAINMENT, INC.

 

PARENT COMPANY ONLY

 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Equity in net income (loss) of subsidiary

 

$

256,513

 

 

$

(312,321

)

 

$

89,476

 

Net income (loss)

 

$

256,513

 

 

$

(312,321

)

 

$

89,476

 

Equity in other comprehensive income (loss) of subsidiary

 

 

 

 

 

1,559

 

 

 

(3,843

)

Comprehensive income (loss)

 

$

256,513

 

 

$

(310,762

)

 

$

85,633

 

 

SEAWORLD ENTERTAINMENT, INC.

 

PARENT COMPANY ONLY

 

CONDENSED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

 

 

For the Year Ended December 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

256,513

 

 

$

(312,321

)

 

$

89,476

 

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

   in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Equity in net (income) loss of subsidiary

 

 

(256,513

)

 

 

312,321

 

 

 

(89,476

)

Net cash provided by (used in) operating activities

 

 

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Dividends forfeited from subsidiary- return of capital, net of forfeitures

 

 

 

 

 

(1

)

 

 

(5

)

Capital contributed to subsidiary from exercises of stock options

 

 

(5,955

)

 

 

(2,621

)

 

 

(3,696

)

Net cash used in investing activities

 

 

(5,955

)

 

 

(2,622

)

 

 

(3,701

)

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

5,907

 

 

 

2,920

 

 

 

3,795

 

Dividends paid to common stockholders

 

 

 

 

 

(12

)

 

 

(61

)

Net cash provided by financing activities

 

 

5,907

 

 

 

2,908

 

 

 

3,734

 

Change in Cash and Cash Equivalents

 

 

(48

)

 

 

286

 

 

 

33

 

Cash and Cash Equivalents - Beginning of year

 

 

455

 

 

 

169

 

 

 

136

 

Cash and Cash Equivalents - End of year

 

$

407

 

 

$

455

 

 

$

169

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Noncash Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Dividends from subsidiary- return of capital, for purchase of treasury stock

 

$

215,749

 

 

 

12,406

 

 

 

150,000

 

 

1. DESCRIPTION OF SEAWORLD ENTERTAINMENT, INC.

SeaWorld Entertainment, Inc. (the “Parent”) was incorporated in Delaware on October 2, 2009.  See further discussion in Note 1–Description of the Business and Note 17–Related-Party Transactions in the accompanying consolidated financial statements.

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.

The COVID-19 pandemic materially impacted operations for SEA for the years ended December 31, 2021 and 2020. See further discussion relating to the impact of the COVID-19 pandemic in Note 1–Description of the Business in the accompanying consolidated financial statements.

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

SEA is the borrower under the senior secured credit facilities, (the “Senior Secured Credit Facilities”) under a credit agreement dated as of December 1, 2009 which was amended and restated on August 25, 2021 (the “Amended and Restated Credit Agreement”). On August 25, 2021, SEA completed a private offering of $725.0 million aggregate principal amount of 5.250% senior notes due 2029 (the “Senior Notes”). On April 30, 2020, SEA closed on a private offering of $227.5 million aggregate principal amount of 8.750% first-priority senior secured notes due 2025 (the “First-Priority Senior Secured Notes”). On August 5, 2020, SEA closed on a private offering of $500.0 million aggregate principal amount of 9.500% second-priority senior secured notes due 2025 (the “Second-Priority Senior Secured Notes”), which were fully redeemed during the year ended December 31, 2021.

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”).

SEA’s obligations under the Senior Notes and related indenture are guaranteed, jointly and severally, on a senior secured basis, by the Guarantors, as defined, in accordance with the provisions of the indenture.

The First-Priority Senior Secured Notes are fully and unconditionally guaranteed by the Parent, any subsidiary of the Parent that directly or indirectly owns 100% of the issued and outstanding equity interests of SEA, and subject to certain exceptions, each of SEA’s subsidiaries that guarantees SEA’s existing senior secured credit facilities.

See Note 11–Long-Term Debt of the accompanying consolidated financial statements for further details.

4. DIVIDENDS FROM SUBSIDIARY  

During the year ended December 31, 2021, SEA paid dividends to the Parent of approximately $215.7 million.  The dividends were in the form of 3,692,794 shares of common stock repurchased by SEA. (see Note 5–Stockholders’ Deficit which follows).

During the years ended December 31, 2020 and 2019, SEA paid dividends to the Parent of approximately $12.4 million and $150.0 million, respectively.  The dividends were in the form of payments that SEA made for share repurchases at the Parent level (see Note 5–Stockholders’ Deficit which follows).  

During the years ended December 31, 2020 and 2019, Parent paid accumulated dividends, net of forfeitures, related to shares that carried dividend rights from previous dividend declarations which vested during the respective year.

5. STOCKHOLDERS’ DEFICIT

Omnibus Incentive Plan

The Parent has reserved 15,000,000 shares of common stock for future issuance under the Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 7,830,000 are available for future issuance as of December 31, 2021.

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

During the years ended December 31, 2021 and 2020, respectively, Parent transferred approximately $6.0 million and $2.6 million in proceeds received from the exercise of stock options to SEA as a capital contribution and increased its investment in SEA.

Share Repurchase Program

The Parent’s Board previously authorized the repurchase of up to $250.0 million 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.

During the year ended December 31, 2021, the Parent repurchased 3,692,794 shares for an aggregate total of approximately $215.7 million leaving approximately $21.8 million available under the Share Repurchase Program as of December 31, 2021. During the year ended December 31, 2020, prior to the COVID-19 temporary park closures, the Parent repurchased 469,785 shares for an aggregate total of approximately $12.4 million. During the year ended December 31, 2019, the Parent repurchased a total of 5,615,874 shares of common stock at a total cost of approximately $150.0 million.

All shares repurchased pursuant to the Share Repurchase Program, along with shares repurchased directly from selling stockholders concurrently with previous secondary offerings, are recorded as treasury stock at a total cost of $631.1 million and $415.3 million as of the years ended December 31, 2021 and 2020, respectively, and are reflected as a reduction to stockholders’ (deficit) equity in the accompanying condensed balance sheets. See further discussion in Note 20–Stockholders’ (Deficit) Equity of the accompanying consolidated financial statements.