UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 6, 2018
 
SeaWorld Entertainment, Inc.
(Exact name of Registrant as Specified in Its 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)	
Registrant’s Telephone Number, Including Area Code: (407) 226-5011
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 (see General Instructions A.2. below):
☐	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))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
Item 2.02	Results of Operations and Financial Condition.	
On August 6, 2018, SeaWorld Entertainment, Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended June 30, 2018. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 2.02.
The information in this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
On August 6, 2018, the Company will be hosting a conference call at 9 a.m. Eastern Time to discuss its second quarter 2018 financial results.  The related presentation materials will be available to the public on the investor relations website at
http://www.seaworldinvestors.com/events-and-presentations/default.aspx prior to the start of the conference call. The Company intends to use such materials from time to time in meetings with the investment community and for general marketing purposes.
 
The information set forth under this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of 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 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 No.	 	Description	
 	 	 	
Exhibit 99.1	 	Press release of SeaWorld Entertainment, Inc., dated August 6, 2018, announcing results for the quarter ended June 30, 2018.	

 

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: August 6, 2018	 	By:	 	/s/ G. Anthony (Tony) Taylor	
 	 	Name:	 	G. Anthony (Tony) Taylor	
 	 	Title:	 	Chief Legal Officer, General Counsel and Corporate Secretary  	

Exhibit 99.1
SeaWorld Entertainment, Inc. Reports Strong Second Quarter and First Half 2018 Results;
Announces 2020 Goal for Adjusted EBITDA
ORLANDO, FL, Aug. 6 , 2018 — SeaWorld Entertainment, Inc. (NYSE: SEAS), a leading theme park and entertainment company, today reported its financial results for the second quarter and first half of 2018.
Second Quarter 2018 Highlights
 	•	Total revenue increased by $18.2 million, or 4.9%, to $391.9 million from the second quarter of 2017.	
 	•	Attendance increased by 0.3 million, or 4.8%, to 6.4 million guests from the second quarter of 2017.	
 	•	Net income was $22.7 million, compared to a net loss of $175.9 million in the second quarter of 2017.  Net income for the second quarter of 2018 includes approximately $8.7 million of certain pre-tax expenses as discussed further below.  Net loss in the second quarter of 2017 includes approximately $280.4 million of certain pre-tax expenses, including a non-cash goodwill impairment charge, as discussed further below.	
 	•	Adjusted EBITDA [1] was $117.6 million, an improvement of $13.4 million, or 12.9%, over the second quarter of 2017.  Adjusted EBITDA does not reflect certain add-back adjustments due to limitations in the Company's credit agreement (see accompanying tables at end of release).	
First Half 2018 Highlights

 	•	Total revenue increased by $49.0 million, or 8.7%, to $609.1 million from the first half of 2017.	
 	•	Attendance increased by 0.7 million, or 8.0%, to 9.6 million guests from the first half of 2017.	
 	•	Net loss was $40.1 million, compared to a net loss of $237.0 million in the second quarter of 2017.  Net loss for the first half of 2018 includes approximately $30.2 million of certain pre-tax expenses as discussed further below.  Net loss in the first half of 2017 includes approximately $288.4 million of certain pre-tax expenses, including a non-cash goodwill impairment charge, as discussed further below.	
 	•	Adjusted EBITDA [1] was $117.5 million, an improvement of $43.6 million, or 59.1%, over the first half of 2017.  Adjusted EBITDA does not reflect certain add-back adjustments due to limitations in the Company's credit agreement (see accompanying tables at end of release).	
“We are pleased with our strong second quarter financial results and the continued momentum we see in the business,” said John Reilly, Interim Chief Executive Officer of SeaWorld Entertainment, Inc. “The results were driven by our new strategic pricing strategies, new marketing and communications initiatives and the positive reception of our new rides, attractions and events. In addition, we continued to experience a double-digit increase in season pass sales revenue and an increase in total revenue per capita driven by a 6.5% increase in in-park per capita spending.  We are particularly pleased with our second quarter attendance growth, which more than offset the negative impacts from unfavorable weather across several of our markets in the quarter, and the earlier timing of the Easter holiday in 2018, which benefitted the first quarter at the expense of the second quarter.”  
“As we enter the last few weeks of our peak summer season, we are encouraged that year-to-date results through July for attendance, season pass sales and total revenue have remained strong,” continued Reilly.  “We are seeing growth in attendance and revenue as a result of our new pricing strategies, enhanced communications activities and strong operational execution.  In addition, our keen focus on cost savings and efficiencies is improving our margins.  We are pleased with the positive guest reception of our new rides, attractions and events across our parks.  Currently, our award winning Electric Ocean event has been in full swing at each of our SeaWorld parks and our Summer Nights event is operating at each of our Busch Gardens parks.  Looking ahead, we have our popular Halloween and Christmas events that we are confident will continue to drive further attendance growth.”
“As you know, we have been very focused on reducing unnecessary costs and finding ways to operate our business more efficiently. We have realized the remainder of the $40 million in cost savings we expected to achieve in 2018, have identified and are executing on $50 million of additional cost reductions and are actively working to find other opportunities where possible.  These cost reductions are throughout the enterprise and represent our continuing effort to more efficiently operate our business. We fully recognize the opportunities we have to significantly improve our operating margins and we are committed to those efforts. While our first six months results demonstrate solid progress, we know we have significant opportunity for further improvement.”
 
[1] This earnings release includes Adjusted EBITDA and Free Cash Flow which are metrics that are not calculated in accordance with Generally Accepted Accounting Principles in the U.S. ("GAAP"). See "Statement Regarding Non-GAAP Financial Measures" section and the financial statement tables for the definitions of Adjusted EBITDA and Free Cash Flow and the reconciliation of these measures for historical periods to their respective most comparable financial measures calculated in accordance with GAAP. Also, see “2020 Goal for Adjusted EBITDA” section.
 
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S econd Quarter 2018 Results
In the second quarter of 2018, the Company hosted approximately 6.4 million guests, generated total revenues of $391.9 million, net income of $22.7 million and Adjusted EBITDA of $117.6 million. Net income includes approximately $8.7 million of pre-tax expenses associated with separation-related costs and a legal settlement accrual recorded in the second quarter of 2018. Net loss in the second quarter of 2017 includes approximately $280.4 million of pre-tax expenses associated with the following:  (i) $269.3 million related to a non-cash goodwill impairment charge, (ii) $8.4 million related to non-cash equity compensation expense with respect to performance awards which vested in the second quarter of 2017, (iii) $2.5 million related to a legal settlement accrual, and (iv) $0.1 million related to a loss on early extinguishment of debt and write-off of discounts and debt issuance costs.  
The Company believes the improved attendance results from a combination of factors including the Company’s new pricing strategies, new marketing and communications initiatives and the anticipation and reception of new rides, attractions and events.  These factors were partially offset by the negative impacts from unfavorable weather in the quarter, and the earlier timing of the Easter holiday in 2018, which impacted the timing of spring break for a number of schools from the Company’s key markets.  Revenue was positively impacted by the strong increases in attendance and in-park per capita spending (defined as food, merchandise and other revenue divided by total attendance) partially offset by lower admission per capita (defined as admissions revenue divided by total attendance). The decline in admission per capita primarily results from the impact of new pricing strategies and visitation mix when compared to the second quarter of 2017. Adjusted EBITDA was positively impacted by increases in attendance, total revenue per capita and the impact of an increased focus on cost efficiencies and the realization of cost savings initiatives. The second quarter 2018 and 2017 Adjusted EBITDA calculations do not reflect certain add-back adjustments due to limitations in the Company's credit agreement (see accompanying tables at end of release).

  	 	Three Months Ended June 30,	 	 	Change	 	
 	 	2018	 	 	2017	 	 	%	 	
(In millions, except per share and per capita amounts)	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	$	391.9	 	 	$	373.8	 	 	 	4.9	%	
Net income (loss)	 	$	22.7	 	 	$	(175.9	)	 	NM	 	
Net income (loss) per share, diluted	 	$	0.26	 	 	$	(2.05	)	 	NM	 	
Adjusted EBITDA	 	$	117.6	 	 	$	104.2	 	 	 	12.9	%	
Net cash provided by operating activities	 	$	106.5	 	 	$	82.6	 	 	 	28.9	%	
Attendance	 	 	6.41	 	 	 	6.12	 	 	 	4.8	%	
Total revenue per capita	 	$	61.10	 	 	$	61.05	 	 	 	0.1	%	
Admission per capita	 	$	35.21	 	 	$	36.74	 	 	 	(4.2	%)	
In-Park per capita spending	 	$	25.90	 	 	$	24.31	 	 	 	6.5	%	
 
First Half 2018 Results
In the first half of 2018, the Company hosted approximately 9.6 million guests and generated total revenues of $609.1 million, net loss of $40.1 million and Adjusted EBITDA of $117.5 million. Net loss includes approximately $30.2 million of pre-tax expenses associated with separation-related costs and legal settlement accruals recorded in the first half of 2018. Net loss in the first half of 2017 includes approximately $288.4 million of pre-tax expenses associated with the following:  (i) $269.3 million related to a non-cash goodwill impairment charge, (ii) $8.4 million related to non-cash equity compensation expense with respect to performance awards which vested in the second quarter of 2017, (iii) $8.1 million related to a loss on early extinguishment of debt and write-off of discounts and debt issuance costs, and (iv) $2.5 million related to a legal settlement accrual.  
The Company believes the improved attendance results from a combination of factors including the Company’s new pricing strategies, new marketing and communications initiatives and the anticipation and reception of new rides, attractions and events. These factors were partially offset by negative impacts from unfavorable weather in the first half of the year compared to the same period in 2017.  Revenue was positively impacted by the strong increases in attendance and in-park per capita spending partially offset by lower admission per capita. The decline in admission per capita primarily results from new pricing strategies and visitation mix when compared to the first half of 2017.  Adjusted EBITDA was positively impacted by increases in attendance, total revenue per capita and the impact of an increased focus on cost efficiencies and the realization of cost savings initiatives. The first half 2018 and 2017 Adjusted EBITDA calculations do not reflect certain add-back adjustments due to limitations in the Company's credit agreement (see accompanying tables at end of release).
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  	 	Six Months Ended June 30,	 	 	Change	 	
 	 	2018	 	 	2017	 	 	%	 	
(In millions, except per share and per capita amounts)	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	 	$	609.1	 	 	$	560.1	 	 	 	8.7	%	
Net loss	 	$	(40.1	)	 	$	(237.0	)	 	 	83.1	%	
Net loss per share, diluted	 	$	(0.47	)	 	$	(2.77	)	 	 	83.2	%	
Adjusted EBITDA	 	$	117.5	 	 	$	73.9	 	 	 	59.1	%	
Net cash provided by operating activities	 	$	126.8	 	 	$	88.3	 	 	 	43.6	%	
Attendance	 	 	9.64	 	 	 	8.93	 	 	 	8.0	%	
Total revenue per capita	 	$	63.20	 	 	$	62.74	 	 	 	0.7	%	
Admission per capita	 	$	36.92	 	 	$	38.09	 	 	 	(3.1	%)	
In-Park per capita spending	 	$	26.28	 	 	$	24.65	 	 	 	6.6	%	
 
Debt and Liquidity
 
Net debt as calculated under the credit agreement governing the Company’s Senior Secured Credit Facilities was $1.50 billion as of June 30, 2018, which translates to a net leverage ratio of 4.4x Adjusted EBITDA for the twelve months ended June 30, 2018.  
 
2020 Goal for Adjusted EBITDA
The Company has established a goal of achieving $475 million to $500 million in Adjusted EBITDA by the end of 2020.  “We believe through our intense focus on operational improvements, new strategic pricing strategies and marketing and communications initiatives along with the positive reception of our new rides, attractions and events, we can continue to drive incremental attendance, revenue and Adjusted EBITDA as demonstrated by the first two quarters of 2018,” said Marc Swanson, Chief Financial Officer of SeaWorld Entertainment, Inc. “That focus coupled with our continued pursuit of eliminating unnecessary costs and the opportunities we have identified to more efficiently operate our business strengthens our confidence that we can achieve this goal.”
The financial statement tables that accompany this press release include a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to the applicable most comparable U.S. GAAP financial measure for the three and six-month periods ended June 30, 2018 and 2017. However, the Company has not reconciled the forward-looking Adjusted EBITDA long-term goal included in this press release to the most directly comparable GAAP financial measure because this cannot be done without unreasonable effort due to the seasonal nature of the Company’s business and the high variability, complexity and low visibility with respect to amounts for disposition of assets, income taxes and other expenses and adjusting items which are excluded from the calculation of Adjusted EBITDA. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a potentially significant impact on its future GAAP financial results.
Other
The Company has recently reached an agreement in principle with the Enforcement Staff (“Staff”) of the Securities and Exchange Commission (“SEC”) to settle, without admitting or denying, the potential charges against the Company arising out of the previously disclosed SEC investigation. The Company has recorded an estimated liability of $4.0 million related to this matter, which is included in selling, general and administrative expenses for the three and six months ended June 30, 2018 on the accompanying unaudited condensed consolidated financial statements. The Company and the Staff are working to document the proposed settlement, which is subject to approval by the SEC, and there is no assurance that the settlement will be finalized and/or approved by the SEC or that any final settlement will not have different or additional terms.
Conference Call
The Company will hold a conference call today, Monday, August 6, 2018 at 9 a.m. Eastern Time to discuss its second quarter 2018 financial results. The conference call will be broadcast live on the Internet and the release and conference call can be accessed via the Company’s website at www.SeaWorldInvestors.com .  For those unable to participate in the live webcast, a replay will be available beginning at 12 p.m. Eastern Time on August 6, 2018 under the “Events & Presentations” tab of www.SeaWorldInvestors.com. The webcast replay will be available until the company’s second quarter 2019 earnings conference call.  A replay of the call can also be accessed telephonically from 12 p.m. Eastern Time on August 6, 2018 through 11:59 p.m. Eastern Time on August 13, 2018 by dialing (877) 344-7529 from anywhere in the U.S. or (412) 317-0088 from international locations, and entering conference code 10121584.
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Statement Regarding Non-GAAP Financi al Measures
This earnings release and accompanying financial statement tables include several supplemental non-GAAP financial measures, including Adjusted EBITDA and Free Cash Flow. Adjusted EBITDA and Free Cash Flow are not recognized terms under GAAP, should not be considered in isolation or as a substitute for a measure of financial performance or liquidity 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, Free Cash Flow and other non-GAAP financial measures have limitations that should be considered before using these measures to evaluate a company’s financial performance or liquidity. Adjusted EBITDA and Free Cash Flow, as presented, may not be comparable to similarly titled measures of other companies due to varying methods of calculation.
Management believes the presentation of Adjusted EBITDA is appropriate as it eliminates the effect of certain non-cash and other items not necessarily indicative of a company’s underlying operating performance. Management 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 estimate the value of a company, to make informed investment decisions and to evaluate companies in the industry. The presentation of Adjusted EBITDA also provides additional information to investors about the calculation of, and compliance with, certain financial covenants in the company’s Senior Secured Credit Facilities. Adjusted EBITDA is a material component of these covenants.
The financial statement tables that accompany this press release include a reconciliation of historical non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures.
About SeaWorld Entertainment, Inc.
SeaWorld Entertainment, Inc. (NYSE: SEAS) is a leading theme park and entertainment company providing experiences that matter, and inspiring guests to protect animals and the wild wonders of our world. The Company is one of the world's foremost zoological organizations and a global leader in animal welfare, training, husbandry and veterinary care. The Company collectively cares for what it believes is one of the largest zoological collections in the world and has helped lead advances in the care of animals. The Company also rescues and rehabilitates marine and terrestrial animals that are ill, injured, orphaned or abandoned, with the goal of returning them to the wild. The SeaWorld ® rescue team has helped more than 31,000 animals in need over the last 50 years.  SeaWorld Entertainment, Inc. owns or licenses a portfolio of recognized brands including SeaWorld, Busch Gardens ® , Aquatica ® , Sesame Place ® and Sea Rescue ® . Over its more than 50-year history, the Company has built a diversified portfolio of 12 destination and regional theme parks that are grouped in key markets across the United States, many of which showcase its one-of-a-kind zoological collection. 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.
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 such as “might,” “will,” “may,” “should,” “estimates,” “expects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “predicts,” “intends,” “believes,” “forecasts,” “future”, “guidance”, “targeted”, “goal” and variations of such words or 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 without limitation the statements in the section entitled “2020 Goal for Adjusted EBITDA” above, as well as other statements concerning plans, objectives, goals, expectations, beliefs, business strategies, future events, business conditions, results of operations, financial position, 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, estimates 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, estimates 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, uncertainties and other important factors, many of which are beyond management’s control, that could cause actual results to differ materially from the forward-looking statements contained in this press release, including among others: a decline in discretionary consumer spending or consumer confidence; various factors beyond management’s control adversely affecting attendance and guest spending at the Company’s theme parks, including the potential spread of contagious diseases; any risks affecting the markets in which the Company operates, such as natural disasters, severe weather and travel-related disruptions or incidents; increased labor costs and employee health and welfare benefits; complex federal and state regulations governing the treatment of animals, which can change, and claims and lawsuits by activist groups;
4

incidents or adverse publicity concerning the Company’s theme parks; any adverse judg ments or settlements resulting from legal proceedings as well as risks relating to audits, inspections and investigations by, or requests for information from, various federal and state regulatory agencies; cyber security risks and the failure to maintain the integrity of internal or guest data; inability to protect the Company’s intellectual property or the infringement on intellectual property rights of others; risks associated with the Company’s cost optimization program, capital allocation plans, share repurchases and financing transactions; and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” in the Company’s most recently available Annual Report on Form 10-K, as such risks, uncertainties and factors may be updated in the Company’s periodic filings 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 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.seaworldinvestors.com ).
CONTACTS:
Investor Relations:
Matthew Stroud
Vice President of Investor Relations
855-797-8625
Investors@SeaWorld.com
Media:
Travis Claytor
Director, Corporate Communications
Travis.Claytor@SeaWorld.com
 
5

 
SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 
	 	For the Three Months Ended June 30,	 	 	Change	 	 	For the Six Months Ended June 30,	 	 	Change	 	
 	 	2018	 	 	2017	 	 	$	 	 	%	 	 	2018	 	 	2017	 	 	$	 	 	%	 	
Net revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Admissions	 	$	225,806	 	 	$	224,951	 	 	$	855	 	 	 	0.4	%	 	$	355,809	 	 	$	340,040	 	 	$	15,769	 	 	 	4.6	%	
Food, merchandise and other	 	 	166,115	 	 	 	148,799	 	 	 	17,316	 	 	 	11.6	%	 	 	253,278	 	 	 	220,067	 	 	 	33,211	 	 	 	15.1	%	
Total revenues	 	 	391,921	 	 	 	373,750	 	 	 	18,171	 	 	 	4.9	%	 	 	609,087	 	 	 	560,107	 	 	 	48,980	 	 	 	8.7	%	
Costs and expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cost of food, merchandise and other
   revenues	 	 	31,899	 	 	 	29,061	 	 	 	2,838	 	 	 	9.8	%	 	 	48,950	 	 	 	43,544	 	 	 	5,406	 	 	 	12.4	%	
Operating expenses (exclusive of depreciation and amortization shown separately below and includes equity compensation of $2,667 and $3,918 for the three months ended June 30, 2018 and 2017, respectively and $4,230 and $4,854 for the six months ended June 30, 2018 and 2017, respectively)	 	 	190,100	 	 	 	189,269	 	 	 	831	 	 	 	0.4	%	 	 	345,573	 	 	 	346,593	 	 	 	(1,020	)	 	 	(0.3	%)	
Selling, general and administrative (includes equity compensation of $3,225 and $7,988 for the three months ended June 30, 2018 and 2017, respectively and $9,207 and $11,166 for the six months ended June 30, 2018 and 2017, respectively)	 	 	71,003	 	 	 	69,152	 	 	 	1,851	 	 	 	2.7	%	 	 	134,527	 	 	 	121,570	 	 	 	12,957	 	 	 	10.7	%	
Goodwill impairment charges (a)	 	 	—	 	 	 	269,332	 	 	 	(269,332	)	 	NM	 	 	 	—	 	 	 	269,332	 	 	 	(269,332	)	 	NM	 	
Restructuring and other separation costs (b)	 	 	3,691	 	 	 	—	 	 	 	3,691	 	 	ND	 	 	 	12,526	 	 	 	—	 	 	 	12,526	 	 	ND	 	
Depreciation and amortization	 	 	40,018	 	 	 	39,500	 	 	 	518	 	 	 	1.3	%	 	 	78,448	 	 	 	78,367	 	 	 	81	 	 	 	0.1	%	
Total costs and expenses	 	 	336,711	 	 	 	596,314	 	 	 	(259,603	)	 	 	(43.5	%)	 	 	620,024	 	 	 	859,406	 	 	 	(239,382	)	 	 	(27.9	%)	
Operating income (loss)	 	 	55,210	 	 	 	(222,564	)	 	 	277,774	 	 	NM	 	 	 	(10,937	)	 	 	(299,299	)	 	 	288,362	 	 	 	96.3	%	
Other (income) expense, net	 	 	(42	)	 	 	83	 	 	 	(125	)	 	NM	 	 	 	21	 	 	 	(3	)	 	 	24	 	 	NM	 	
Interest expense	 	 	20,561	 	 	 	19,452	 	 	 	1,109	 	 	 	5.7	%	 	 	40,474	 	 	 	37,713	 	 	 	2,761	 	 	 	7.3	%	
Loss on early extinguishment of debt and write-off of discounts and debt issuance costs (c)	 	 	—	 	 	 	123	 	 	 	(123	)	 	NM	 	 	 	—	 	 	 	8,143	 	 	 	(8,143	)	 	NM	 	
Income (loss) before income taxes	 	 	34,691	 	 	 	(242,222	)	 	 	276,913	 	 	NM	 	 	 	(51,432	)	 	 	(345,152	)	 	 	293,720	 	 	 	85.1	%	
Provision for (benefit from) income taxes	 	 	11,994	 	 	 	(66,372	)	 	 	78,366	 	 	NM	 	 	 	(11,285	)	 	 	(108,173	)	 	 	96,888	 	 	 	89.6	%	
Net income (loss)	 	$	22,697	 	 	$	(175,850	)	 	$	198,547	 	 	NM	 	 	$	(40,147	)	 	$	(236,979	)	 	$	196,832	 	 	 	83.1	%	
Earnings (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income  (loss) per share, basic	 	$	0.26	 	 	$	(2.05	)	 	 	 	 	 	 	 	 	 	$	(0.47	)	 	$	(2.77	)	 	 	 	 	 	 	 	 	
Net income (loss) per share, diluted	 	$	0.26	 	 	$	(2.05	)	 	 	 	 	 	 	 	 	 	$	(0.47	)	 	$	(2.77	)	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average common shares
   outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	 	86,399	 	 	 	85,745	 	 	 	 	 	 	 	 	 	 	 	86,305	 	 	 	85,560	 	 	 	 	 	 	 	 	 	
Diluted (d)	 	 	86,885	 	 	 	85,745	 	 	 	 	 	 	 	 	 	 	 	86,305	 	 	 	85,560	 	 	 	 	 	 	 	 	 	
6

 
SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES
UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts)  
 
 	 	For the Three Months Ended June 30,	 	 	Change	 	 	For the Six Months Ended June 30,	 	 	Change	 	
 	 	2018	 	 	2017	 	 	$	 	 	%	 	 	2018	 	 	2017	 	 	$	 	 	%	 	
Net income (loss)	 	$	22,697	 	 	$	(175,850	)	 	$	198,547	 	 	NM	 	 	$	(40,147	)	 	$	(236,979	)	 	$	196,832	 	 	 	83.1	%	
Provision for (benefit from) income taxes	 	 	11,994	 	 	 	(66,372	)	 	 	78,366	 	 	NM	 	 	 	(11,285	)	 	 	(108,173	)	 	 	96,888	 	 	 	89.6	%	
Loss on early extinguishment of debt and write-off of discounts and debt issuance costs (c)	 	 	—	 	 	 	123	 	 	 	(123	)	 	NM	 	 	 	—	 	 	 	8,143	 	 	 	(8,143	)	 	NM	 	
Interest expense	 	 	20,561	 	 	 	19,452	 	 	 	1,109	 	 	 	5.7	%	 	 	40,474	 	 	 	37,713	 	 	 	2,761	 	 	 	7.3	%	
Depreciation and amortization	 	 	40,018	 	 	 	39,500	 	 	 	518	 	 	 	1.3	%	 	 	78,448	 	 	 	78,367	 	 	 	81	 	 	 	0.1	%	
Goodwill impairment charges (a)	 	 	—	 	 	 	269,332	 	 	 	(269,332	)	 	NM	 	 	 	—	 	 	 	269,332	 	 	 	(269,332	)	 	NM	 	
Equity-based compensation expense (e)	 	 	5,892	 	 	 	11,906	 	 	 	(6,014	)	 	 	(50.5	%)	 	 	13,437	 	 	 	16,020	 	 	 	(2,583	)	 	 	(16.1	%)	
Loss on impairment or disposal of assets (f)	 	 	7,256	 	 	 	696	 	 	 	6,560	 	 	NM	 	 	 	7,651	 	 	 	913	 	 	 	6,738	 	 	NM	 	
Business optimization, development and strategic initiative costs (g)	 	 	3,535	 	 	 	3,240	 	 	 	295	 	 	 	9.1	%	 	 	15,000	 	 	 	6,292	 	 	 	8,708	 	 	 	138.4	%	
Certain investment costs and franchise taxes	 	 	236	 	 	 	82	 	 	 	154	 	 	NM	 	 	 	415	 	 	 	118	 	 	 	297	 	 	NM	 	
Other adjusting items (h)	 	 	5,430	 	 	 	2,112	 	 	 	3,318	 	 	 	157.1	%	 	 	13,509	 	 	 	2,112	 	 	 	11,397	 	 	NM	 	
Adjusted EBITDA (i)	 	$	117,619	 	 	$	104,221	 	 	$	13,398	 	 	 	12.9	%	 	$	117,502	 	 	$	73,858	 	 	$	43,644	 	 	 	59.1	%	

The credit agreement governing the Company’s Senior Secured Credit Facilities limits the amount of certain add-backs as described in footnotes (g), (h) and (j) below.  The following table summarizes the add-backs not included in the Adjusted EBITDA calculation above due to limitations in the Company's credit agreement:
 
 	 	For the Three Months Ended June 30,	 	 	For the Six Months Ended June 30,	 	
 	 	2018	 	 	2017	 	 	2018	 	 	2017	 	
Add-backs not reflected in Adjusted EBITDA calculation above:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Certain expenses over credit agreement limit (g)	 	$	3,934	 	 	$	—	 	 	$	3,934	 	 	$	—	 	
Taxes related to other adjusting items (h)	 	$	428	 	 	$	1,295	 	 	$	2,843	 	 	$	1,295	 	
Estimated savings over credit agreement limit (j)	 	$	4,300	 	 	(j)	 	 	$	8,000	 	 	(j)	 	

 
 	 	For the Three Months Ended June 30,	 	 	Change	 	 	For the Six Months Ended June 30,	 	 	Change	 	
 	 	2018	 	 	2017	 	 	$	 	 	%	 	 	2018	 	 	2017	 	 	$	 	 	%	 	
Net cash provided by operating activities	 	$	106,497	 	 	$	82,611	 	 	$	23,886	 	 	 	28.9	%	 	$	126,814	 	 	$	88,303	 	 	$	38,511	 	 	 	43.6	%	
Capital expenditures	 	 	51,550	 	 	 	46,322	 	 	 	5,228	 	 	 	11.3	%	 	 	97,372	 	 	 	103,175	 	 	 	(5,803	)	 	 	(5.6	%)	
Free Cash Flow (k)	 	$	54,947	 	 	$	36,289	 	 	$	18,658	 	 	 	51.4	%	 	$	29,442	 	 	$	(14,872	)	 	$	44,314	 	 	NM	 	
7

 
SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES
UNAUDITED BALANCE SHEET DATA
(In thousands)
 
	 	As of June 30, 2018	 	 	As of December 31, 2017	 	
Cash and cash equivalents	 	$	33,452	 	 	$	33,178	 	
Total assets	 	$	2,163,494	 	 	$	2,085,782	 	
Long-term debt, including current maturities:	 	 	 	 	 	 	 	 	
Term B-5 Loans	 	$	985,827	 	 	$	990,819	 	
Term B-2 Loans	 	 	547,365	 	 	 	554,227	 	
Revolving Credit Facility	 	 	—	 	 	 	15,000	 	
Total long-term debt, including current maturities	 	$	1,533,192	 	 	$	1,560,046	 	
Total stockholders' equity	 	$	269,681	 	 	$	287,466	 	
 
SEAWORLD ENTERTAINMENT, INC. AND SUBSIDIARIES
UNAUDITED OTHER DATA
(In thousands, except per capita amounts)
 
  	 	For the Three Months Ended June 30,	 	 	Change	 	 	For the Six Months Ended June 30,	 	 	Change	 	
 	 	2018	 	 	2017	 	 	#	 	 	%	 	 	2018	 	 	2017	 	 	#	 	 	%	 	
Attendance	 	 	6,414	 	 	 	6,122	 	 	 	292	 	 	 	4.8	%	 	 	9,638	 	 	 	8,928	 	 	 	710	 	 	 	8.0	%	
Total revenue per capita (l)	 	$	61.10	 	 	$	61.05	 	 	$	0.05	 	 	 	0.1	%	 	$	63.20	 	 	$	62.74	 	 	$	0.46	 	 	 	0.7	%	
 
ND-Not determinable.
NM-Not meaningful.
 
(a) Reflects non-cash goodwill impairment charges incurred in the three and six months ended June 30, 2017 related to the full impairment of goodwill for the Company’s SeaWorld Orlando reporting unit.  
(b)   Reflects restructuring and other separation costs for the three and six months ended June 30, 2018 primarily related to severance and other employment expenses for certain executives whose employment terminated during the first half of 2018.
(c) Reflects primarily the write-off of $8.0 million in debt issuance costs incurred on the Term B-5 Loans during the six months ended June 30, 2017.
(d) During the three months ended June 30, 2018, there were approximately 2,023,000 anti-dilutive shares of common stock excluded from the computation of diluted earnings per share.  There were approximately 3,882,000 and 5,178,000 potentially dilutive shares excluded from the computation of diluted loss per share during the six months ended June 30, 2018 and 2017, respectively, and approximately 5,435,000 potentially dilutive shares excluded from the computation of diluted loss per share during the three months ended June 30, 2017, as their effect would have been anti-dilutive due to the Company’s net loss in those periods.
(e) Reflects non-cash equity compensation expenses associated with the grants of equity compensation. For the three and six months ended June 30, 2018, includes approximately $1.0 million and $5.5 million, respectively, related to equity awards which were accelerated in connection with the departure of certain executives, as required by their respective employment agreements. For the three and six months ended June 30, 2017, includes $8.4 million associated with certain performance-vesting restricted shares which vested in the second quarter of 2017.
(f) Reflects primarily non-cash expenses related to fixed asset write-offs.  In the three and six months ended June 30, 2018, includes a write-off related to certain rides and equipment.
(g) For the three and six months ended June 30, 2018, business optimization, development and other strategic initiative costs incurred related to: (i) $3.7 million and $12.5 million, respectively, of severance and other employment costs primarily associated with the departure of certain executives during the first and second quarters of 2018; (ii) $3.4 million and $5.4 million, respectively, of third party consulting costs; and (iii) $0.4 million and $1.0 million, respectively, of product and intellectual property development costs. However, due to limitations under the credit agreement governing the Company’s Senior Secured Credit Facilities, the amount which the Company is able to add back to Adjusted EBITDA for these costs, is limited to $15.0 million in any fiscal year. As such, the Adjusted EBITDA calculation for the three and six months ended June 30, 2018 does not reflect approximately $3.9 million of related costs due to these limitations.  The Company did not have any costs exceeding this limit in the three and six months ended June 30, 2017.
8

 
For the three and six mont hs ended June 30, 2017, reflects business optimization, development and other strategic initiative costs primarily composed of:  (i) $1.0 million and $2.7 million, respectively, of third party consulting costs and (ii) $2.2 million and $3.2 million, respec tively, of product and intellectual property development costs.  
(h) Reflects the impact of certain expenses incurred primarily related to certain legal matters which the Company is permitted to exclude under the credit agreement governing its Senior Secured Credit Facilities due to the unusual nature of the items. The credit agreement allows these items to be excluded on an after-tax basis only; accordingly, these items are presented net of related taxes of approximately $0.4 million and $2.8 million in the three and six months ended June 30, 2018, respectively, and net of related taxes of approximately $1.3 million in the three and six months ended June 30, 2017.  For the three and six months ended June 30, 2018, includes $4.0 million related to a legal settlement accrual which is not expected to be tax deductible.
(i) 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 credit agreement governing the Company’s Senior Secured Credit Facilities.
(j) The credit agreement governing the Company’s Senior Secured Credit Facilities permits the Company’s calculations of Adjusted EBITDA to reflect, subject to certain limitations, estimated savings resulting from certain specified actions, including restructurings and cost savings initiatives.  The credit agreement limits the amount of such estimated savings which may be reflected in the calculation of Adjusted EBITDA to $10.0 million for any four consecutive fiscal quarters. As such, the Adjusted EBITDA calculation presented above does not reflect approximately $4.3 million and $8.0 million in the three and six months ended June 30, 2018, respectively, of net annualized estimated savings as the Company added-back $10.0 million in estimated savings in its Adjusted EBITDA calculation in the fourth quarter of fiscal 2017 and has therefore exceeded the credit agreement limitation.  The estimated cost savings for the three and six months ended June 30, 2018 represent the net annualized estimated savings the Company expects to realize over the subsequent four quarters which were identified in 2018 related to savings initiatives resulting from certain specified actions taken in 2018.  These estimated savings are calculated net of the amount of actual benefits realized during such period for estimated savings added back in prior periods. These estimated savings are a non-GAAP Adjusted EBITDA add-back item only that does not impact the Company’s reported GAAP net income (loss).  The Company has not prepared the calculation for the comparable periods presented.
(k) Free Cash Flow is defined as net cash provided by operating activities less  capital expenditures. Management believes that Free Cash Flow is useful to investors, equity analysts and rating agencies as a liquidity measure. The Company uses Free Cash Flow to evaluate its ability to generate cash flow from business operations.  Free Cash Flow does not represent the residual cash flow available for discretionary expenditures, as it excludes certain expenditures such as mandatory debt service requirements, which are significant. Free Cash Flow is not defined by GAAP and should not be considered in isolation or as an alternative to net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP. Free Cash Flow as defined above may differ from similarly titled measures presented by other companies.  
(l) Calculated as total revenues divided by attendance.
9