UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
or
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-35883
SeaWorld Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 27-1220297 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
9205 South Park Center Loop, Suite 400
Orlando, Florida 32819
(Address of principal executive offices)(Zip Code)
(407) 226-5011
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
| New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☑ | Accelerated filer | ☐ | ||||
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Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | ||||
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| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, was $919,442,891 based upon the closing price of the registrant’s common stock, par value $0.01 per share, reported for such date on the New York Stock Exchange. For purposes of this computation, shares of the registrant’s common stock held by each executive officer and director and each person known to the registrant to own 10% or more of the outstanding voting power of the registrant have been excluded since such persons may be deemed to be affiliates. This determination of affiliate status is not a determination for other purposes.
The registrant had outstanding 90,336,380 shares of Common Stock, par value $0.01 per share as of February 21, 2018.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission relating to the 2018 Annual Meeting of Stockholders, which statement will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference into Part III of this report.
This Amendment No. 1 to SeaWorld Entertainment, Inc.’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2017 is being filed solely for the purpose of filing: Exhibit 3.3 in place of Exhibits 3.3 and 3.4 of the Form 10-K; Exhibit 10.70; Exhibit 10.71; Exhibit 10.72; Exhibit 10.73; and Exhibit 10.74. Part IV, Item 15 has been included herein to reflect the filing of Exhibits 3.3, 10.70, 10.71, 10.72, 10.73 and 10.74 and new certifications filed as Exhibits 31.3 and 31.4. No other changes have been made to the Form 10-K. This amendment speaks as of the original filing date of the Form 10-K, and does not reflect events that may have occurred subsequent to the original filing date.
Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report: |
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1. Financial StatementsOur consolidated financial statements are as set forth under Part I, Item 8 and Part IV, Item 15 of the Form 10-K filed on February 28, 2018.2. Financial Statement SchedulesOur financial statement schedules are as set forth under Part IV, Item 15 of the Form 10-K filed on February 28, 2018.3. ExhibitsSee the Exhibit Index which follows.
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Exhibit No. |
| Description |
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3.1 |
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3.2 |
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3.3 |
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4.1 |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.13 |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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10.18 |
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10.19 |
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10.20 |
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10.21 |
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10.22 |
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10.23† |
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10.24† |
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10.25† |
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10.26† |
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10.27 |
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10.28† |
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10.29† |
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10.31† |
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10.32† |
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10.33† |
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10.34† |
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10.35† |
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10.36† |
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10.37† |
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10.38† |
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10.39† |
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10.40† |
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10.41† |
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10.42† |
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10.43† |
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10.44† |
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10.45† |
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10.46† |
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10.47† |
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10.49† |
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10.50† |
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10.51† |
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10.52† |
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10.53† |
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10.54† |
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10.55† |
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10.56† |
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10.57† |
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10.58† |
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10.59 |
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10.60† |
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10.61† |
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10.62† |
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10.63† |
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10.64† |
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10.65† |
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10.67† |
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10.68† |
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10.69† |
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10.70 |
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10.71 |
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10.72 |
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10.73 |
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10.74 |
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21.1 |
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23.1* |
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31.1* |
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31.2* |
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31.3** |
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31.4** |
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32.1* |
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32.2* |
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101.INS* |
| XBRL Instance Document |
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101.SCH* |
| XBRL Taxonomy Extension Schema Document |
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101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase Document |
† | Identifies exhibits that consist of a management contract or compensatory plan or arrangement. |
** | Filed herewith. |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SeaWorld Entertainment, Inc.
Date: March 1, 2018
By:/s/ JOHN T. REILLY
Name: John T. Reilly
Title: Interim Chief Executive Officer