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1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
Description of the Business
SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (“SEA”) (collectively, the “Company”), owns eleven theme parks within the United States. The Company is owned by ten limited partnerships (the “Partnerships”), ultimately controlled by affiliates of The Blackstone Group L.P. (“Blackstone”) and certain co-investors. On April 24, 2013, the Company completed an initial public offering in which it sold 10,000,000 shares of common stock and the selling shareholders of the Company sold 19,900,000 shares of common stock, including 3,900,000 shares pursuant to the exercise in full of the underwriters’ over-allotment option. The offering generated net proceeds of approximately $245,400 to the Company after deducting underwriting discounts, expenses and transaction costs. The Company did not receive any proceeds from shares sold by the selling shareholders. See further discussion in Note 11-Subsequent Events.
The Company operates SeaWorld theme parks in Orlando, Florida; San Antonio, Texas; and San Diego, California, and Busch Gardens theme parks in Tampa, Florida, and Williamsburg, Virginia. The Company operates water park attractions in Orlando, Florida (Aquatica); Tampa, Florida (Adventure Island), and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only attraction offering interaction with marine animals (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place). In November 2012, the Company acquired Knott’s Soak City, a standalone Southern California water park from an affiliate of Cedar Fair L.P. The Company is rebranding the water park as Aquatica San Diego and expects to re-open it in mid-2013.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2012 included in the Company’s prospectus as filed with the SEC on April 18, 2013, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The unaudited condensed consolidated balance sheet as of December 31, 2012 has been derived from the audited consolidated financial statements at that date.
In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2013 or any future period due to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because six of its theme parks are only open for a portion of the year.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets, deferred revenue, and valuation of goodwill and other indefinite-lived intangible assets. Actual results could differ from those estimates.
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2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification (“ASC”) 220, Comprehensive Income. The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU No. 2013-02 did not have a significant impact on the Company’s condensed consolidated financial statements.
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4. INCOME TAXES
Income tax expense is recognized based on the Company’s estimated annual effective tax rate which is based upon the tax rate expected for the full calendar year applied to the pre-tax income or loss of the interim period. The Company’s consolidated effective tax rate for the three months ended March 31, 2013 and 2012 was 37.3% and 39.8%, respectively, and differs from the statutory federal income tax rate primarily due to state income taxes.
The Company has determined that there are no positions currently taken that would rise to a level requiring an amount to be recorded or disclosed as an uncertain tax position. If such positions do arise, it is the Company’s intent that any interest or penalty amount related to such positions will be recorded as a component of tax expense to the applicable period.
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5. OTHER ACCRUED EXPENSES
Other accrued expenses at March 31, 2013 and December 31, 2012, consisted of the following:
March 31, 2013 |
December 31, 2012 |
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Accrued property taxes |
$ | 2,576 | $ | 1,974 | ||||
Accrued interest |
15,378 | 3,877 | ||||||
Note payable |
3,000 | 3,000 | ||||||
Self-insurance reserve |
7,800 | 7,800 | ||||||
Other |
2,918 | 2,699 | ||||||
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Total other accrued expenses |
$ | 31,672 | $ | 19,350 | ||||
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6. LONG-TERM DEBT
Long-term debt as of March 31, 2013 and December 31, 2012 consisted of the following:
March 31, 2013 |
December 31, 2012 |
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Term Loan A |
$ | 150,125 | $ | 152,000 | ||||
Term Loan B |
1,290,421 | 1,293,774 | ||||||
Revolving credit agreement |
30,000 | — | ||||||
Senior Notes |
400,000 | 400,000 | ||||||
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Total long-term debt |
1,870,546 | 1,845,774 | ||||||
Less discounts |
(20,596 | ) | (21,800 | ) | ||||
Less current maturities |
(51,330 | ) | (21,330 | ) | ||||
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Total long-term debt, net of current maturities |
$ | 1,798,620 | $ | 1,802,644 | ||||
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Effective on March 30, 2012, SEA entered into Amendment No. 3 to the senior secured credit facilities (the “Senior Secured Credit Facilities”) to increase the amount of Term B Loans (“Additional Term B Loans”) by $500,000 for the purposes of financing a dividend payment to the stockholders in the same amount. The Additional Term B Loans were issued at a discount which is being amortized to interest expense using the weighted average interest method. Borrowings under the Additional Term B Loans bear interest, at SEA’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the higher of (1) the Bank of America’s prime lending rate and (2) the federal funds effective rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the British Bankers Association (“BBA”) LIBOR rate for the interest period relevant to such borrowing. The margin for the Additional Term B Loans is 2.00%, in the case of base rate loans, and 3.00%, in the case of LIBOR rate loans, subject to a base rate floor of 2.00% and a LIBOR floor of 1.00%. SEA selected the LIBOR rate at March 31, 2013, related to the Additional Term B Loans (interest rate of 4.00%).
The Additional Term B Loans mature on the earlier of (i) August 17, 2017 and (ii) the 91st day prior to the maturity of the Senior Notes with an aggregate principal amount greater than $50,000 outstanding as of such date.
In conjunction with the issuance of the Additional Term B Loans and the Second Supplemental Indenture (as defined below), SEA deferred $13,527 in financing costs.
In conjunction with the execution of Amendment No. 3 to the Senior Secured Credit Facilities, SEA also entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) dated March 30, 2012 relating to the Senior Notes. Among other matters, the Second Supplemental Indenture granted waivers to allow SEA to issue the additional $500,000 of Term B Loans to fund the dividend payment discussed above and decreased the interest rate on the Senior Notes from 13.5% per annum to 11% per annum. SEA can redeem the Senior Notes at any time and the Senior Notes are unsecured. Interest is paid semi-annually in arrears. Until December 1, 2014, and in the case of an Equity Offering (as defined in the indenture), SEA may redeem up to 35% of the Senior Notes at a price of 111% of the aggregate principal balance plus accrued interest using the net cash proceeds from an Equity Offering. Prior to December 1, 2014, the Company may redeem some or all of the Senior Notes at a price equal to 100% of the principal amount of the Senior Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date, subject to the right of the holders of record on the relevant record date to receive interest due on the relevant interest payment date. The “Applicable Premium” is defined as the greater of (1) 1.0% of the principal amount of the Senior Notes and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the Senior Notes at December 1, 2014 plus (ii) all required interest payments due on the Senior Notes through December 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the principal amount of the Senior Notes. On or after December 1, 2014, the Senior Notes may be redeemed at 105.5% and 102.75% of the principal balance beginning on December 1, 2014 and 2015, respectively. The Second Supplemental Indenture also increased the minimum covenant leverage ratio from 2.75 to 1.00 to 3.00 to 1.00.
Additionally, on August 23, 2012, SEA executed two interest rate swap agreements to effectively fix the interest rate on $550,000 of the Term B Loans. Each interest rate swap has a notional amount of $275,000; matures on September 30, 2016, pays a fixed rate of interest of 1.247% per annum; receives a variable rate of interest based upon three month BBA LIBOR; and has interest settlement dates occurring on the last day of December, March, June and September through maturity. SEA has designated such interest rate swap agreements as qualifying cash flow hedge accounting relationships as further discussed in Note 7-Derivative Instruments and Hedging Activities which follows.
Amounts outstanding at March 31, 2013 and December 31, 2012, relating to the Revolving Credit Facility were $30,000 and $0 (at an interest rate of 2.95%), respectively. As of March 31, 2013, the Company had approximately $18,500 of outstanding letters of credit.
See Note 11-Subsequent Events, for a discussion on debt repayments and debt refinancing subsequent to March 31, 2013.
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7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.
As of March 31, 2013 and December 31, 2012, the Company did not have any derivatives outstanding that were not designated in hedge accounting relationships.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the three months ended March 31, 2013, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. As of March 31, 2013, the Company had two outstanding interest rate swaps with a combined notional of $550,000 that were designated as cash flow hedges of interest rate risk.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three months ended March 31, 2013, the hedges were 100% effective, therefore, there was no ineffective portion recognized in earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next 12 months, the Company estimates that an additional $1,360 will be reclassified as an increase to interest expense.
Tabular Disclosure of Fair Values of Derivative Instruments on the Balance Sheet
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet as of March 31, 2013:
Asset
Derivatives As of March 31, 2013 |
Liability
Derivatives As of March 31, 2013 |
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Balance Sheet Location |
Fair Value | Balance Sheet Location |
Fair Value | |||||||||||||
Derivatives designated as hedging instruments: |
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Interest rate swaps |
Other assets | $ | — | Other liabilities | $ | 1,548 | ||||||||||
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Total derivatives designated as hedging instruments |
$ | — | $ | 1,548 | ||||||||||||
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The unrealized gain on derivatives is recorded net of $38 in tax and is included within the condensed statement of operations and comprehensive income (loss) for the period ended March 31, 2013.
Tabular Disclosure of the Effect of Derivative Instruments on the Statement of Comprehensive Income (Loss)
The table below presents the pre-tax effect of the Company’s derivative financial instruments on the statement of comprehensive income (loss) for the three months ended March 31, 2013:
Three Months Ended March 31, 2013 |
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Derivatives in Cash Flow Hedging Relationships: |
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Gain (loss) related to effective portion of derivatives recognized in accumulated other comprehensive income |
$ | 672 | ||
Gain (loss) related to effective portion of derivatives reclassified from accumulated other comprehensive income to interest expense |
$ | (340 | ) | |
Gain (loss) related to ineffective portion of derivatives recognized in other income (expense) |
$ | — |
Credit Risk-Related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.
As of March 31, 2013, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $1,634. As of March 31, 2013, the Company has posted no collateral related to these agreements. If the Company had breached any of these provisions at March 31, 2013, it could have been required to settle its obligations under the agreements at their termination value of $1,634.
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8. FAIR VALUE MEASUREMENTS
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is required to be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
The Company has determined that the majority of the inputs used to value its derivative financial instruments using the income approach fall within Level 2 of the fair value hierarchy. The Company uses readily available market data to value its derivatives, such as interest rate curves and discount factors. ASC 820, Fair Value Measurements and Disclosures, also requires consideration of credit risk in the valuation. The Company uses a potential future exposure model to estimate this credit valuation adjustment (“CVA”). The inputs to the CVA are largely based on observable market data, with the exception of certain assumptions regarding credit worthiness which make the CVA a Level 3 input. Based on the magnitude of the CVA, it is not considered a significant input and the derivatives are classified as Level 2. Of the Company’s long-term obligations, the Term A Loans and Term B Loans are classified in Level 2 of the fair value hierarchy. The fair value of the term loans as of March 31, 2013 approximates their carrying value due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The Senior Notes are classified in Level 3 of the fair value hierarchy and have been valued using significant inputs that are not observable in the market including a discount rate of 10.05% and projected cash flows of the underlying Senior Notes. The Company did not have any assets measured at fair value as of March 31, 2013.
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at March 31, 2013 |
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Liabilities: |
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Long-term obligations(a) |
$ | — | $ | 1,470,546 | $ | 420,213 | $ | 1,890,759 | ||||||||
Derivative financial instruments(b) |
$ | — | $ | 1,548 | $ | — | $ | 1,548 |
(a) | Reflected at carrying value in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $51,330 and long-term debt of $1,798,620 as of March 31, 2013. As of December 31, 2012, the carrying value and fair value of long-term obligations, including the current portion, was $1,823,974 and $1,862,091, respectively. |
(b) | Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $1,548. |
There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2013.
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9. RELATED-PARTY TRANSACTIONS
Certain affiliates of Blackstone provided monitoring, advisory, and consulting services to the Company under an advisory fee agreement (the “2009 Advisory Agreement”), which was terminated on April 24, 2013 in connection with the completion of the initial public offering (see Note 11-Subsequent Events) . Fees related to these services, which were based upon a multiple of EBITDA as defined in the 2009 Advisory Agreement, amounted to $925 and $812 for the three months ended March 31, 2013 and 2012, respectively, and are included in selling, general, and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).
In March 2012, the Company declared a $500,000 dividend to its stockholders. The dividend was accounted for as a return of capital in the December 31, 2012 condensed consolidated balance sheet as the Company was in a net accumulated deficit position at the time that such dividends were declared.
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10. COMMITMENTS AND CONTINGENCIES
The Company is a party to various claims and legal proceedings arising in the normal course of business. Matters where an unfavorable outcome to the Company is probable and which can be reasonably estimated are accrued. Such accruals, which are not material for any period presented, are based on information known about the matters, the Company’s estimate of the outcomes of such matters, and the Company’s experience in contesting, litigating, and settling similar matters. Matters that are considered reasonably possible to result in a material loss are not accrued for, but an estimate of the possible loss or range of loss is disclosed, if such amount or range can be determined. Management does not expect any known claims or legal proceedings to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.
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11. SUBSEQUENT EVENTS
In connection with the preparation of the unaudited condensed consolidated financial statements, the Company evaluated subsequent events after the condensed consolidated balance sheet date through the date the unaudited condensed consolidated financial statements were issued, to determine whether any events occurred that required recognition or disclosure in the accompanying unaudited condensed consolidated financial statements. The Company believes the following events require disclosure:
Stock Split
On April 7, 2013, the Company’s Board of Directors authorized an eight-for-one split of the Company’s common stock which was effective on April 8, 2013. The Company retained the current par value of $0.01 per share for all shares of common stock after the stock split, and accordingly, stockholders’ equity on the accompanying condensed consolidated balance sheets and condensed consolidated statements of changes in stockholders’ equity reflects the stock split by reclassifying from “Additional paid-in capital” to “Common stock” an amount equal to the par value of the additional shares arising from the split. The Company’s historical share and per share information has been retroactively adjusted to give effect to this stock split.
Contemporaneously with the stock split, the Company’s Board of Directors approved an increase in the number of authorized shares of common stock to 1 billion shares. Additionally, upon the consummation of the initial public offering, the Board of Directors authorized 100,000,000 shares of preferred stock at a par value of $0.01 per share.
Initial Public Offering
On April 24, 2013, the Company completed its initial public offering of its common stock in which it offered and sold 10,000,000 shares of common stock and the selling shareholders of the Company offered and sold 19,900,000 shares of common stock including, 3,900,000 shares of common stock pursuant to the exercise in full of the underwriters’ over-allotment option. The shares offered and sold in the offering were registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on April 18, 2013. The common stock is listed on the New York Stock Exchange under the symbol “SEAS”.
The Company’s shares of common stock were sold at an initial public offering price of $27.00 per share, which generated net proceeds of approximately $245,400 to the Company after deducting underwriting discounts, expenses and transaction costs. The Company did not receive any proceeds from shares sold by the selling shareholders. The Company used a portion of the net proceeds received in the offering to redeem $140,000 in aggregate principal amount of its Senior Notes at a redemption price of 111.0% plus accrued and unpaid interest thereof, pursuant to a provision in the indenture governing the Senior Notes that permits the Company to redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings. In addition, the Company used approximately $46,300 of the net proceeds received from the offering to make a one-time payment to an affiliate of Blackstone in connection with the termination of the 2009 Advisory Agreement described below. Approximately $37,000 of the net proceeds received from the offering were used to pay principal on Term Loan B. The remainder of the proceeds will be used for other general corporate purposes.
2013 Omnibus Incentive Plan
On April 19, 2013, the Company registered 15,000,000 shares of common stock reserved for future issuance under the Company’s new 2013 Omnibus Incentive Plan (“Incentive Plan”). In connection with the initial public offering, 494,557 shares of restricted stock were granted to the Company’s directors, officers and employees under this Incentive Plan.
Shares of Common Stock Granted to Employees
Prior to the consummation of the initial public offering, on April 18, 2013, units granted by the Partnerships in the form of Class D Units and Employee Units and held by certain of the Company’s directors, officers, employees, and consultants were surrendered to the Partnerships and such individuals received an aggregate of 4,165,861 shares of the Company’s common stock from the Partnerships. The number of shares of the Company’s common stock granted to individuals was determined in a manner intended to replicate the economic benefit to each equity holder immediately prior to the transaction. The Class D Units and vested Employee Units were converted into shares of common stock and the unvested Employee Units were converted into unvested restricted shares of the Company’s common stock which are subject to vesting terms substantially similar to those applicable to the unvested Employee Units immediately prior to the transaction. The Company is currently performing a valuation of these equity awards to determine the fair value of the awards immediately before and after the modification in order to assess if there is an incremental equity compensation cost associated with this modification.
Amendment No. 4 to the Senior Secured Credit Facilities and Fourth Supplemental Indenture
On April 5, 2013, SEA entered into Amendment No. 4 to the Senior Secured Credit Facilities (“Amendment No. 4”) and on April 12, 2013, entered in the Fourth Supplemental Indenture to the Indenture (the “Fourth Supplemental Indenture”) related to the Senior Notes.
Amendment No. 4 amends the terms of the existing Senior Secured Credit Facilities to, among other things, permit SEA to pay certain distributions following an initial public offering and replaces the existing $172,500 senior secured revolving credit facility with a new $192,500 senior secured revolving credit facility. Additionally, the Fourth Supplemental Indenture increases by $20,000 the amount of debt that the Company can incur and have outstanding at one time under the Senior Secured Credit Facilities and amends the transactions with affiliates covenant to allow for the payment of a termination fee not to exceed $50,000 in connection with the termination of the 2009 Advisory Agreement. The amendments contemplated by Amendment No. 4 and the Fourth Supplemental Indenture became effective on April 24, 2013.
Advisory Agreement
In connection with the completion of the initial public offering, as described above, on April 24, 2013, the Company terminated the 2009 Advisory Agreement between the Company and affiliates of Blackstone (see Note 9-Related- Party Transactions), provided, however, that the provisions relating to indemnification and certain other provisions survive termination. In connection with such termination, the Company paid a termination fee to Blackstone equal to approximately $46,300 with a portion of the net proceeds from the offering.
Amendment No. 5 to the Senior Secured Credit Facilities
On May 14, 2013, SEA entered into Amendment No. 5 to the Senior Secured Credit Facilities (“Amendment No. 5”). Amendment No. 5 amends the terms of the existing Senior Secured Credit Facilities to, among other things, refinance Term Loan A and Term Loan B into new Term B-2 Loans, extend the final maturity date of the term loan facilities, reduce future principal and interest payments, and provide for additional future borrowings.
The Term B-2 Loans were borrowed in an aggregate principal amount of $1,405,000. Borrowings under the Term B-2 Loans will bear interest, at SEA’s option, at a rate equal to a margin over either (a) a base rate determined by reference to the higher of (1) the Bank of America’s prime lending rate and (2) the federal funds effective rate plus 1/2 of 1% or (b) a LIBOR rate determined by reference to the British Bankers Association (“BBA”) LIBOR rate for the interest period relevant to such borrowing. The margin for the Term B-2 Loans is 1.25%, in the case of base rate loans, and 2.25%, in the case of LIBOR rate loans, subject to a base rate floor of 1.75% and a LIBOR floor of 0.75%. The applicable margin for the Term B-2 Loans is subject to one 25 basis point step-down upon achievement by SEA of a certain leverage ratio.
Term B-2 Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the Term B-2 Loans on the Amendment No. 5 effective date, with the balance payable on the final maturity date. The Term B-2 Loans will have a final maturity date of May 14, 2020. Amendment No. 5 also permits SEA to add one or more incremental term loan facilities to the Senior Secured Credit Facilities and/or increase commitments under the Revolving Credit Facility in an aggregate principal amount of up to $350,000. SEA may also incur additional incremental term loans provided that, among other things, on a pro forma basis after giving effect to the incurrence of such incremental term loans, the first lien secured net leverage ratio, as defined in the Senior Secured Credit Facility, is no greater than 3.50 to 1.00.
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Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2012 included in the Company’s prospectus as filed with the SEC on April 18, 2013, pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The unaudited condensed consolidated balance sheet as of December 31, 2012 has been derived from the audited consolidated financial statements at that date.
In the opinion of management, such unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the year ending December 31, 2013 or any future period due to the seasonal nature of the Company’s operations. Based upon historical results, the Company typically generates its highest revenues in the second and third quarters of each year and incurs a net loss in the first and fourth quarters, in part because six of its theme parks are only open for a portion of the year.
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets, deferred revenue, and valuation of goodwill and other indefinite-lived intangible assets. Actual results could differ from those estimates.
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which amends Accounting Standards Codification (“ASC”) 220, Comprehensive Income. The amended guidance requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Additionally, entities are required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. The amended guidance does not change the current requirements for reporting net income or other comprehensive income. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU No. 2013-02 did not have a significant impact on the Company’s condensed consolidated financial statements.
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Other accrued expenses at March 31, 2013 and December 31, 2012, consisted of the following:
March 31, 2013 |
December 31, 2012 |
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Accrued property taxes |
$ | 2,576 | $ | 1,974 | ||||
Accrued interest |
15,378 | 3,877 | ||||||
Note payable |
3,000 | 3,000 | ||||||
Self-insurance reserve |
7,800 | 7,800 | ||||||
Other |
2,918 | 2,699 | ||||||
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Total other accrued expenses |
$ | 31,672 | $ | 19,350 | ||||
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Long-term debt as of March 31, 2013 and December 31, 2012 consisted of the following:
March 31, 2013 |
December 31, 2012 |
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Term Loan A |
$ | 150,125 | $ | 152,000 | ||||
Term Loan B |
1,290,421 | 1,293,774 | ||||||
Revolving credit agreement |
30,000 | — | ||||||
Senior Notes |
400,000 | 400,000 | ||||||
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Total long-term debt |
1,870,546 | 1,845,774 | ||||||
Less discounts |
(20,596 | ) | (21,800 | ) | ||||
Less current maturities |
(51,330 | ) | (21,330 | ) | ||||
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Total long-term debt, net of current maturities |
$ | 1,798,620 | $ | 1,802,644 | ||||
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The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet as of March 31, 2013:
Asset Derivatives As of March 31, 2013 |
Liability Derivatives As of March 31, 2013 |
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Balance Sheet Location |
Fair Value | Balance Sheet Location |
Fair Value | |||||||||
Derivatives designated as hedging instruments: |
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Interest rate swaps |
Other assets | $ | — | Other liabilities | $ | 1,548 | ||||||
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Total derivatives designated as hedging instruments |
$ | — | $ | 1,548 | ||||||||
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The table below presents the pre-tax effect of the Company’s derivative financial instruments on the statement of comprehensive income (loss) for the three months ended March 31, 2013:
Three Months Ended March 31, 2013 |
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Derivatives in Cash Flow Hedging Relationships: |
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Gain (loss) related to effective portion of derivatives recognized in accumulated other comprehensive income |
$ | 672 | ||
Gain (loss) related to effective portion of derivatives reclassified from accumulated other comprehensive income to interest expense |
$ | (340 | ) | |
Gain (loss) related to ineffective portion of derivatives recognized in other income (expense) |
$ | — |
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The Company does not have any assets measured at fair value as of March 31, 2013.
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Balance at March 31, 2013 |
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Liabilities: |
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Long-term obligations(a) |
$ | — | $ | 1,470,546 | $ | 420,213 | $ | 1,890,759 | ||||||||
Derivative financial instruments(b) |
$ | — | $ | 1,548 | $ | — | $ | 1,548 |
(a) | Reflected at carrying value in the unaudited condensed consolidated balance sheet as current maturities on long-term debt of $51,330 and long-term debt of $1,798,620 as of March 31, 2013. As of December 31, 2012, the carrying value and fair value of long-term obligations, including the current portion, was $1,823,974 and $1,862,091, respectively. |
(b) | Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $1,548. |
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