Cautionary Statements 2 Statement Regarding Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of U.S. federal securities laws. All statements contained in this presentation other than statements of historical facts are forward-looking statements. You can identify forward-looking statements by the use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “intend,” “future,” “potential,” “continue,” and other similar expressions. Forward-looking statements are not historical facts, and are based upon management’s current expectations, beliefs, estimates and projections, and various assumptions, many of which are inherently uncertain and beyond our control. Such expectations, beliefs, estimates and projections are expressed in good faith and management believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will be achieved and actual results may differ materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including risks detailed in SeaWorld Entertainment, Inc.’s (“SeaWorld” or the “Company”) final prospectus filed on December 12, 2013 with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws. Statement Regarding Non-GAAP Financial Measures This presentation includes several metrics which are not calculated in accordance with the generally accepted accounting principles in the United States (“GAAP”), including Adjusted EBITDA, Adjusted Cash Flow from Operations and Adjusted Free Cash Flow. These metrics have important limitations and should not be considered in isolation or as a substitute for measures of the Company’s financial performance or liquidity prepared in accordance with GAAP. In addition, these metrics, as presented by the Company, may not be comparable to similarly titled measures of other companies due to varying methods of calculations. Adjusted EBITDA is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, as further adjusted to exclude certain unusual, non-cash and other items permitted in calculating covenant compliance under the indenture governing the Company’s existing senior notes and the credit agreement governing the Company’s senior secured credit facilities. The Company believes that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about the calculation of, and compliance with, certain financial covenants in the indenture and the credit agreement. Adjusted EBITDA is a material component of these covenants. The Company also 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 theme park and entertainment industry, along with other measures to evaluate the Company’s ability to meet its debt service requirement, to estimate the value of a company and to make informed investment decisions. Adjusted Cash Flow from Operations is defined as net cash provided by operating activities reduced by the one-time cash payment of the 2009 Advisory Agreement termination fee. Adjusted Free Cash Flow is Adjusted Cash Flow from Operations reduced by capital expenditures. For a reconciliation of Adjusted EBITDA to net income and Adjusted Cash Flow from Operations and Adjusted Free Cash Flow to Cash Flow from Operating Activities, please refer to the Appendix in this presentation or our 8-K Quarterly Earnings Release, which can be found at our website www.seaworldentertainment.com. Statement Regarding Use of Registered Trademarks The Company owns or has rights to use a number of registered and common law trademarks, service marks and trade names in connection with its business in the United States and in certain foreign jurisdictions, including SeaWorld Entertainment™, SeaWorld Parks & Entertainment™, SeaWorld ® , Shamu ® , Busch Gardens ® , Aquatica™, Discovery Cove ® , Sea Rescue™, and other names and marks that identify our theme parks, characters, rides, attractions and other businesses. In addition, the Company has certain rights to use Sesame Street ® marks, characters and related indicia through certain license agreements with Sesame Workshop (f/k/a Children’s Television Workshop). Solely for convenience, the trademarks, service marks and trade names referred to in this presentation may be without the ® and ™ symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. |
