SEAWORLD ENTERTAINMENT, INC., 10-Q filed on 8/7/2019
Quarterly Report
v3.19.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2019
Aug. 01, 2019
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q2  
Trading Symbol SEAS  
Entity Registrant Name SeaWorld Entertainment, Inc.  
Entity Central Index Key 0001564902  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   78,684,920
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity File Number 001-35883  
Entity Tax Identification Number 271220297  
Entity Address, Address Line One 9205 South Park Center Loop  
Entity Address, Address Line Two Suite 400  
Entity Address, City or Town Orlando  
Entity Address, State or Province Florida  
Entity Address, Postal Zip Code 32819  
City Area Code (407)  
Local Phone Number 226-5011  
v3.19.2
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 43,601 $ 34,073
Accounts receivable, net 63,282 57,980
Inventories 43,219 35,814
Prepaid expenses and other current assets 18,219 18,700
Total current assets 168,321 146,567
Property and equipment, at cost 3,148,134 3,057,038
Accumulated depreciation (1,426,625) (1,365,006)
Property and equipment, net 1,721,509 1,692,032
Goodwill, net 66,278 66,278
Trade names/trademarks, net 157,609 158,343
Right of use assets-operating leases 144,634  
Other intangible assets, net 523 14,120
Deferred tax assets, net 22,931 23,527
Other assets, net 14,329 14,735
Total assets 2,296,134 2,115,602
Current liabilities:    
Accounts payable and accrued expenses 132,952 120,024
Current maturities of long-term debt, including revolving credit facility of $145,000 and $30,000 as of June 30, 2019 and December 31, 2018, respectively 160,505 45,505
Operating lease obligations 4,105  
Accrued salaries, wages and benefits 14,750 20,966
Deferred revenue 163,140 101,110
Other accrued liabilities 20,808 23,066
Total current liabilities 496,260 310,671
Long-term debt, net of debt issuance costs of $5,782 and $6,641 as of June 30, 2019 and December 31, 2018, respectively 1,488,700 1,494,679
Long-term operating lease obligations 127,099  
Deferred tax liabilities, net 13,768 10,711
Other liabilities 38,759 34,347
Total liabilities 2,164,586 1,850,408
Commitments and contingencies (Note 11)
Stockholders’ Equity:    
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at June 30, 2019 and December 31, 2018
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 93,884,971 and 93,400,929 shares issued at June 30, 2019 and December 31, 2018, respectively 939 934
Additional paid-in capital 669,482 663,834
Accumulated other comprehensive (loss) income (2,646) 2,284
Accumulated deficit (133,324) (148,955)
Treasury stock, at cost (15,790,463 and 10,174,589 shares at June 30, 2019 and December 31, 2018, respectively) (402,903) (252,903)
Total stockholders’ equity 131,548 265,194
Total liabilities and stockholders’ equity $ 2,296,134 $ 2,115,602
v3.19.2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Long-term debt $ 1,660,636 $ 1,553,389
Debt issuance costs $ 5,782 $ 6,641
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 93,884,971 93,400,929
Treasury stock, shares 15,790,463 10,174,589
Revolving Credit Facility [Member]    
Long-term debt $ 145,000 $ 30,000
v3.19.2
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Net revenues:        
Total revenues $ 405,992 $ 391,921 $ 626,567 $ 609,087
Costs and expenses:        
Cost of food, merchandise and other revenues 32,006 31,899 49,219 48,950
Operating expenses (exclusive of depreciation and amortization shown separately below) 170,398 190,100 320,283 345,573
Selling, general and administrative expenses 67,205 71,003 109,969 134,527
Restructuring and other separation costs 66 3,691 2,632 12,526
Depreciation and amortization 40,053 40,018 79,503 78,448
Total costs and expenses 309,728 336,711 561,606 620,024
Operating income (loss) 96,264 55,210 64,961 (10,937)
Other (income) expense, net (79) (42) (52) 21
Interest expense 21,803 20,561 42,600 40,474
Income (loss) before income taxes 74,540 34,691 22,413 (51,432)
Provision for (benefit from) income taxes 21,889 11,994 6,782 (11,285)
Net income (loss) 52,651 22,697 15,631 (40,147)
Other comprehensive income (loss):        
Unrealized (loss) gain on derivatives, net of tax (2,866) 2,476 (4,930) 9,967
Comprehensive income (loss) $ 49,785 $ 25,173 $ 10,701 $ (30,180)
Earnings (loss) per share:        
Earnings (loss) per share, basic $ 0.65 $ 0.26 $ 0.19 $ (0.47)
Earnings (loss) per share, diluted $ 0.64 $ 0.26 $ 0.19 $ (0.47)
Weighted average common shares outstanding:        
Basic 81,520 86,399 82,432 86,305
Diluted 82,167 86,885 83,216 86,305
Admissions [Member]        
Net revenues:        
Total revenues $ 227,828 $ 225,806 $ 356,741 $ 355,809
Food, Merchandise and Other [Member]        
Net revenues:        
Total revenues $ 178,164 $ 166,115 $ 269,826 $ 253,278
v3.19.2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Treasury Stock, at Cost [Member]
Beginning Balance at Dec. 31, 2017 $ 287,466 $ 926 $ 641,324 $ (194,837) $ (5,076) $ (154,871)
Beginning Balance, shares at Dec. 31, 2017   92,637,403        
Impact of adoption of ASU 2018-02       1,094 (1,094)  
Equity-based compensation 7,545   7,545      
Unrealized gain (loss) on derivatives, net of tax 7,491       7,491  
Vesting of restricted shares   $ 4 (4)      
Vesting of restricted shares, shares   360,092        
Shares withheld for tax withholdings (1,634) $ (1) (1,633)      
Shares withheld for tax withholdings, shares   (108,432)        
Exercise of stock options 7   7      
Exercise of stock options, shares   484        
Adjustments to previous dividend declarations 47   47      
Net income (Loss) (62,844)     (62,844)    
Ending Balance at Mar. 31, 2018 238,078 $ 929 647,286 (256,587) 1,321 (154,871)
Ending Balance, shares at Mar. 31, 2018   92,889,547        
Beginning Balance at Dec. 31, 2017 287,466 $ 926 641,324 (194,837) (5,076) (154,871)
Beginning Balance, shares at Dec. 31, 2017   92,637,403        
Net income (Loss) (40,147)          
Ending Balance at Jun. 30, 2018 269,681 $ 931 653,714 (233,890) 3,797 (154,871)
Ending Balance, shares at Jun. 30, 2018   93,060,175        
Beginning Balance at Mar. 31, 2018 238,078 $ 929 647,286 (256,587) 1,321 (154,871)
Beginning Balance, shares at Mar. 31, 2018   92,889,547        
Equity-based compensation 5,892   5,892      
Unrealized gain (loss) on derivatives, net of tax 2,476       2,476  
Vesting of restricted shares   $ 1 (1)      
Vesting of restricted shares, shares   135,114        
Shares withheld for tax withholdings (635)   (635)      
Shares withheld for tax withholdings, shares   (28,592)        
Exercise of stock options 1,178 $ 1 1,177      
Exercise of stock options, shares   64,106        
Adjustments to previous dividend declarations (5)   (5)      
Net income (Loss) 22,697     22,697    
Ending Balance at Jun. 30, 2018 269,681 $ 931 653,714 (233,890) 3,797 (154,871)
Ending Balance, shares at Jun. 30, 2018   93,060,175        
Beginning Balance at Dec. 31, 2018 $ 265,194 $ 934 663,834 (148,955) 2,284 (252,903)
Beginning Balance, shares at Dec. 31, 2018 93,400,929 93,400,929        
Equity-based compensation $ 3,198   3,198      
Unrealized gain (loss) on derivatives, net of tax (2,064)       (2,064)  
Vesting of restricted shares   $ 4 (4)      
Vesting of restricted shares, shares   440,646        
Shares withheld for tax withholdings (3,606) $ (1) (3,605)      
Shares withheld for tax withholdings, shares   (132,886)        
Exercise of stock options 715   715      
Exercise of stock options, shares   39,928        
Adjustments to previous dividend declarations 3   3      
Net income (Loss) (37,020)     (37,020)    
Ending Balance at Mar. 31, 2019 226,420 $ 937 664,141 (185,975) 220 (252,903)
Ending Balance, shares at Mar. 31, 2019   93,748,617        
Beginning Balance at Dec. 31, 2018 $ 265,194 $ 934 663,834 (148,955) 2,284 (252,903)
Beginning Balance, shares at Dec. 31, 2018 93,400,929 93,400,929        
Exercise of stock options, shares 131,176          
Net income (Loss) $ 15,631          
Ending Balance at Jun. 30, 2019 $ 131,548 $ 939 669,482 (133,324) (2,646) (402,903)
Ending Balance, shares at Jun. 30, 2019 93,884,971 93,884,971        
Beginning Balance at Mar. 31, 2019 $ 226,420 $ 937 664,141 (185,975) 220 (252,903)
Beginning Balance, shares at Mar. 31, 2019   93,748,617        
Equity-based compensation 4,084   4,084      
Unrealized gain (loss) on derivatives, net of tax (2,866)       (2,866)  
Vesting of restricted shares   $ 1 (1)      
Vesting of restricted shares, shares   57,642        
Shares withheld for tax withholdings (362)   (362)      
Shares withheld for tax withholdings, shares   (12,536)        
Exercise of stock options 1,620 $ 1 1,619      
Exercise of stock options, shares   91,248        
Adjustments to previous dividend declarations 1   1      
Repurchase of treasury shares (150,000)         (150,000)
Net income (Loss) 52,651     52,651    
Ending Balance at Jun. 30, 2019 $ 131,548 $ 939 $ 669,482 $ (133,324) $ (2,646) $ (402,903)
Ending Balance, shares at Jun. 30, 2019 93,884,971 93,884,971        
v3.19.2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2018
Mar. 31, 2018
Repurchase of treasury shares, shares 5,615,874      
Accumulated Other Comprehensive Income (Loss) [Member]        
Unrealized loss on derivatives, tax (benefit) expense $ (1,055) $ (744) $ 918 $ 2,774
v3.19.2
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Cash Flows From Operating Activities:    
Net income (loss) $ 15,631 $ (40,147)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 79,503 78,448
Amortization of debt issuance costs and discounts 1,773 2,311
Loss on sale or disposal of assets, net 550 7,651
Deferred income tax provision (benefit) 5,463 (11,823)
Equity-based compensation 7,282 13,437
Changes in assets and liabilities:    
Accounts receivable (7,033) (43,858)
Inventories (7,399) (8,882)
Prepaid expenses and other current assets 976 (558)
Accounts payable and accrued expenses 15,167 22,487
Accrued salaries, wages and benefits (6,216) 7,783
Deferred revenue 64,052 87,724
Other accrued liabilities (2,989) 13,050
Right-of-use assets and operating lease obligations 263  
Other assets and liabilities 363 (809)
Net cash provided by operating activities 167,386 126,814
Cash Flows From Investing Activities:    
Capital expenditures (112,738) (97,372)
Other investing activities (52) (477)
Net cash used in investing activities (112,790) (97,849)
Cash Flows From Financing Activities:    
Repayments of long-term debt (7,753) (11,854)
Proceeds from draws on revolving credit facility 219,000 55,000
Repayments of revolving credit facility (104,000) (70,000)
Purchase of treasury stock (150,000)  
Payment of tax withholdings on equity-based compensation through shares withheld (3,968) (2,269)
Exercise of stock options 2,335 1,185
Other financing activities (398) (304)
Net cash used in financing activities (44,784) (28,242)
Change in Cash and Cash Equivalents, including Restricted Cash 9,812 723
Cash and Cash Equivalents, including Restricted Cash—Beginning of period 35,007 33,997
Cash and Cash Equivalents, including Restricted Cash—End of period 44,819 34,720
Supplemental Disclosure of Noncash Investing Activities:    
Capital expenditures in accounts payable $ 28,553 $ 32,715
v3.19.2
Description of the Business and Basis of Presentation
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Description of the Business and Basis of Presentation

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 and operates twelve theme parks within the United States. 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); San Antonio, Texas (Aquatica); San Diego, California (Aquatica); Tampa, Florida (Adventure Island); and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only theme park in Orlando, Florida (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place).

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 (“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, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC.  The unaudited condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K.

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, 2019 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 seven 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 unaudited 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 and liabilities, deferred revenue, equity compensation and the valuation of goodwill and other indefinite-lived intangible assets.  Actual results could differ from those estimates.

Segment Reporting

The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, as a basis for allocating resources. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment.

Restricted Cash

Restricted cash is recorded in other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities.  

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

43,601

 

 

$

34,073

 

Restricted cash, included in other current assets

 

 

1,218

 

 

 

934

 

Total cash, cash equivalents and restricted cash

 

$

44,819

 

 

$

35,007

 

 

Property and Equipment—Net

During the three and six months ended June 30, 2018, the Company recorded approximately $7.3 million and $7.7 million, respectively, in asset write-offs primarily associated with certain rides and equipment.

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products.  For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park.  Annual passes, season passes or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products.  Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.  

Food, merchandise and other revenue primarily consists of culinary, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed below.  The Company recognizes revenue for food, merchandise and other in-park products when the related products or services are received by the guests.  Certain admission products may also include bundled products at the time of purchase, such as culinary or merchandise items.  The Company conducts an analysis of bundled products to identify separate distinct performance obligations that are material in the context of the contract. For those products that are determined to be distinct performance obligations and material in the context of the contract, the Company allocates a portion of the transaction price to each distinct performance obligation using each performance obligation’s standalone price.  If the bundled product is related to a pass product and offered over time, revenue will be recognized over time accordingly.

Deferred revenue primarily includes revenue associated with pass products and contract liability balances related to licensing and international agreements collected in advance of the Company’s performance and expected to be recognized in future periods. At both June 30, 2019 and December 31, 2018, $10.0 million is included in other liabilities in the accompanying unaudited condensed consolidated balance sheets related to the Company’s international agreement, as discussed in the following section, which the Company expects to recognize over the term of the respective license agreement beginning when substantially all of the services have been performed, which is expected to be upon opening.

The following table reflects the Company’s deferred revenue balance as of June 30, 2019 and December 31, 2018:

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

173,487

 

 

$

111,181

 

Less: Deferred revenue, long-term portion, included in other liabilities

 

 

10,347

 

 

 

10,071

 

Deferred revenue, short-term portion

 

$

163,140

 

 

$

101,110

 

 

International Agreements

The Company has received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a potential project in the Middle East (the “Middle East Project”) to provide certain services pertaining to the planning and design of the Middle East Project, with funding received expected to offset internal expenses.  Approximately $4.4 million and $3.8 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018, respectively.  The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. The Middle East Project is subject to various conditions, including, but not limited to, the parties completing the design development and there is no assurance that the Middle East Project will be completed or advance to the next stages.

In March 2017, the Company entered into a Park Exclusivity and Concept Design Agreement and a Center Concept and Preliminary Design Support Agreement (collectively, the “ZHG Agreements”) with Zhonghong Holding, Co. Ltd. (“Zhonghong Holding”), an affiliate of Zhonghong Zhuoye Group Co., Ltd. (“ZHG Group”), to provide design, support and advisory services for various potential projects and grant exclusive rights in China, Taiwan, Hong Kong and Macau through December 2019. In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed.  There were no amounts recorded as revenue related to the ZHG Agreements in the three months ended June 30, 2019.  For the six months ended June 30, 2019, the Company recorded approximately $1.7 million, and for the three and six months ended June 30, 2018, the Company recorded approximately $1.3 million and $2.5 million, respectively, in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) related to the ZHG Agreements. See Note 10–Related-Party Transactions for further details.

v3.19.2
Recent Accounting Pronouncements
6 Months Ended
Jun. 30, 2019
Accounting Changes And Error Corrections [Abstract]  
Recent Accounting Pronouncements

2. RECENT ACCOUNTING PRONOUNCEMENTS

The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”).

Recently Implemented Accounting Standards

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases.  The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance requires the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company is also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 using a modified retrospective method that did not require the prior period information to be restated.  ASC 842 also provides a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation.  The Company elected a package of practical expedients which, among other items, precludes the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms.  Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings. See Note 7–Leases for additional disclosures.

On January 1, 2019, the Company also adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures:  

 

ASU 2018-09, Codification Improvements

 

ASU 2018-13, Fair Value Measurement (Topic 820)

 

ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract

 

ASU 2018-16, Derivatives and Hedging—Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes

During 2018, the Company adopted the following ASUs:

 

ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities - This ASU aims to improve reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplify the application of the hedge accounting guidance.  For cash flow and net investment hedges existing as of the adoption date, the guidance requires a cumulative-effect adjustment as of the beginning of the fiscal year that an entity adopts the amendments; however, the presentation and disclosure guidance should be applied prospectively. The impact of the adoption was not material to the Company’s unaudited condensed consolidated financial statements; as a result, no cumulative effect adjustment to beginning retained earnings was required. See Note 8Derivative Instruments and Hedging Activities for additional disclosure.  

 

ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income - This ASU gives companies the option to reclassify to retained earnings any tax effects related to items in accumulated other comprehensive income or loss that are stranded due to the Tax Cuts and Jobs Act (the “Tax Act”). Companies are required to disclose whether or not they elected to reclassify the tax effects related to the Tax Act as well as their policy for releasing income tax effects from accumulated other comprehensive income or loss.  The Company elected to early adopt the ASU on January 1, 2018 and applied the amendments in the period of adoption. As a result, the Company reclassified $1.1 million of “stranded” tax effects of the Tax Act from accumulated other comprehensive income (loss) to accumulated deficit in the accompanying unaudited condensed consolidated balance sheet and the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity.

v3.19.2
Earnings (Loss) per Share
6 Months Ended
Jun. 30, 2019
Earnings Per Share [Abstract]  
Earnings (Loss) per Share

3. EARNINGS (LOSS) PER SHARE

Earnings (loss) per share is computed as follows:

 

 

For the Three Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

52,651

 

 

 

81,520

 

 

$

0.65

 

 

$

22,697

 

 

 

86,399

 

 

$

0.26

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

647

 

 

 

 

 

 

 

 

 

 

 

486

 

 

 

 

 

Diluted earnings per share

 

$

52,651

 

 

 

82,167

 

 

$

0.64

 

 

$

22,697

 

 

 

86,885

 

 

$

0.26

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Net Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings (loss) per share

 

$

15,631

 

 

 

82,432

 

 

$

0.19

 

 

$

(40,147

)

 

 

86,305

 

 

$

(0.47

)

Effect of dilutive incentive-based awards

 

 

 

 

 

 

784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

15,631

 

 

 

83,216

 

 

$

0.19

 

 

$

(40,147

)

 

 

86,305

 

 

$

(0.47

)

In accordance with the Earnings Per Share Topic of the ASC, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period (excluding treasury stock and unvested restricted stock awards). Unvested restricted stock awards are eligible to receive dividends, if any; however, dividend rights will be forfeited if the award does not vest.  Accordingly, only vested shares of formerly restricted stock are included in the calculation of basic earnings (loss) per share. The weighted average number of repurchased shares during the period, if any, which are held as treasury stock, are excluded from shares of common stock outstanding.

Diluted earnings (loss) per share is determined using the treasury stock method based on the dilutive effect of unvested restricted stock awards and certain shares of common stock that are issuable upon exercise of stock options. During periods when the Company is in a net loss position, basic loss per share is the same as diluted loss per share as the effects of potentially dilutive securities are anti-dilutive due to the net loss. During the three and six months ended June 30, 2019, there were approximately 407,000 and 253,000 anti-dilutive shares of common stock excluded from the computation of diluted earnings per share, respectively, and approximately 2,023,000 during the three months ended June 30, 2018.  During the six months ended June 30, 2018, there were approximately 3,882,000 potentially dilutive securities excluded from the computation of diluted loss per share due to the Company’s net loss in that period.  The Company’s outstanding performance-vesting restricted awards of approximately 2,148,000 and 1,950,000 as of June 30, 2019 and 2018, respectively, are considered contingently issuable shares and are excluded from the calculation of diluted earnings (loss) per share until the performance measure criteria is met as of the end of the reporting period.  

v3.19.2
Income Taxes
6 Months Ended
Jun. 30, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

4. INCOME TAXES

Income tax expense or benefit 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 pretax income or loss of the interim period. The Company’s consolidated effective tax rate for the three and six months ended June 30, 2019 was 29.4% and 30.3%, respectively, and differs from the statutory federal income tax rate of 21% primarily due to state income taxes, a valuation allowance adjustment on state net operating loss carryforwards and other permanent items including equity-based compensation.  Due to the uncertainty of realizing the benefit from the deferred tax asset recorded for certain state net operating loss carryforwards, the Company has recorded a valuation allowance of approximately $5.3 million and $2.8 million, net of federal tax benefit, on the deferred tax assets related to those state net operating losses as of June 30, 2019 and December 31, 2018, respectively.

The Company’s consolidated effective tax rate for the three and six months ended June 30, 2018 was 34.6% and 21.9%, respectively, and differs from the statutory federal income tax rate of 21% primarily due to state income taxes and other permanent items, including a nondeductible legal settlement and equity-based compensation.  

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 unrecognized tax benefit. 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 the income tax provision (benefit) in the applicable period.

v3.19.2
Other Accrued Liabilities
6 Months Ended
Jun. 30, 2019
Payables And Accruals [Abstract]  
Other Accrued Liabilities

5. OTHER ACCRUED LIABILITIES

Other accrued liabilities at June 30, 2019 and December 31, 2018, consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Accrued property taxes

 

$

7,134

 

 

$

 

Self-insurance reserve

 

 

7,203

 

 

 

6,895

 

Accrued interest

 

 

1,397

 

 

 

490

 

Other

 

 

5,074

 

 

 

15,681

 

Total other accrued expenses

 

$

20,808

 

 

$

23,066

 

As of December 31, 2018, other liabilities above included $11.5 million related to the EZPay plan lawsuit legal settlement, which was funded during the three months ended June 30, 2019.  See further details in Note 11–Commitments and Contingencies.  

v3.19.2
Long-Term Debt
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt as of June 30, 2019 and December 31, 2018 consisted of the following:

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Term B-5 Loans (effective interest rate of 5.40% and 5.52% at

   June 30, 2019 and December 31, 2018, respectively)

 

$

1,515,636

 

 

$

1,523,389

 

Revolving credit facility (effective interest rate of 5.12% and

   5.17% at June 30, 2019 and December 31, 2018, respectively)

 

 

145,000

 

 

 

30,000

 

Total long-term debt

 

 

1,660,636

 

 

 

1,553,389

 

Less: discounts

 

 

(5,649

)

 

 

(6,564

)

Less: debt issuance costs

 

 

(5,782

)

 

 

(6,641

)

Less: current maturities, including revolving credit facility

 

 

(160,505

)

 

 

(45,505

)

Total long-term debt, net

 

$

1,488,700

 

 

$

1,494,679

 

 

SEA is the borrower under the senior secured credit facilities as amended pursuant to a credit agreement dated as of December 1, 2009, as the same may be amended, restated, supplemented or modified from time to time (the “Senior Secured Credit Facilities”).  On October 31, 2018, SEA entered into a refinancing amendment, Amendment No. 9 (the “Amended Credit Agreement”).

Senior Secured Credit Facilities

As of June 30, 2019, the Senior Secured Credit Facilities consisted of $1.516 billion in Term B-5 Loans which will mature on March 31, 2024 and a $210.0 million revolving credit facility (the “Revolving Credit Facility”), of which $145.0 million was outstanding as of June 30, 2019.  The outstanding balance on the Revolving Credit Facility was included in current maturities of long-term debt in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 due to the Company’s intent to repay the borrowings within the following twelve month period.

The Term B-5 Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.015% of the original principal amount of the Term B-5 Loans outstanding on the Effective Date, with the balance payable on the final maturity date. SEA may voluntarily repay amounts outstanding under the Senior Secured Credit Facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. SEA is also required to prepay the outstanding Term B-5 Loans, subject to certain exceptions, under certain circumstances, as defined in the Senior Secured Credit Facilities.

As of June 30, 2019, SEA had approximately $20.4 million of outstanding letters of credit and $145.0 million outstanding on its Revolving Credit Facility leaving approximately $44.6 million available for borrowing. Subsequent to June 30, 2019, SEA repaid $115.0 million on the Revolving Credit Facility.

Restrictive Covenants

The Senior Secured Credit Facilities contain a number of customary negative covenants. Such covenants, among other things, restrict, subject to certain exceptions, the ability of SEA and its restricted subsidiaries to incur additional indebtedness; make guarantees; create liens on assets; enter into sale and leaseback transactions; engage in mergers or consolidations; sell assets; make fundamental changes; pay dividends and distributions or repurchase SEA’s capital stock; make investments, loans and advances, including acquisitions; engage in certain transactions with affiliates; make changes in the nature of the business; and make prepayments of junior debt. All of the net assets of SEA and its consolidated subsidiaries are restricted and there are no unconsolidated subsidiaries of SEA.

The Amended Credit Agreement removed all previous financial covenants on the Term B-5 Loans. The Revolving Credit Facility requires that SEA comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility. Based on the outstanding Revolving Credit Facility balance as of June 30, 2019, SEA was required to comply with this financial covenant.  As of June 30, 2019, SEA was in compliance with all covenants contained in the documents governing the Senior Secured Credit Facilities.

The Senior Secured Credit Facilities permit restricted payments in an aggregate amount per annum equal to the sum of (A) $25.0 million plus (B) an amount, if any, equal to (1) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment, is no greater than 3.50 to 1.00, an unlimited amount, (2) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.00 to 1.00 and greater than 3.50 to 1.00, the greater of (a) $95.0 million and (b) 7.50% of Market Capitalization (as defined in the Senior Secured Credit Facilities), (3) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.50 to 1.00 and greater than 4.00 to 1.00, $95.0 million and (4) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 5.00 to 1.00 and greater than 4.50 to 1.00, $65.0 million.

As of June 30, 2019, the total net leverage ratio as calculated under the Senior Secured Credit Facilities was 3.55 to 1.00, which results in the Company having approximately $200.0 million available capacity for restricted payments in 2019.  During the six months ended June 30, 2019, the Company used approximately $150.0 million of its available restricted payments capacity for a share repurchase (see Note 10–Related-Party Transactions and Note 13–Stockholders’ Equity for further details).  The available capacity for restricted payments is recalculated at the beginning of each quarter, or upon declaration of a restricted payment as set forth in the credit agreement.

Long-term debt at June 30, 2019 is repayable as follows, and does not include the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s intent to repay the borrowings.

Years Ending December 31:

 

(In thousands)

 

Remainder of 2019

 

$

152,754

 

2020

 

 

15,505

 

2021

 

 

15,505

 

2022

 

 

15,505

 

2023

 

 

15,505

 

Thereafter

 

 

1,445,862

 

Total

 

$

1,660,636

 

Interest Rate Swap Agreements

As of June 30, 2019, the Company has five interest rate swap agreements (the “Interest Rate Swap Agreements”) which effectively fix the interest rate on the LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt. The Interest Rate Swap Agreements became effective on September 30, 2016; have a total notional amount of $1.0 billion; mature on May 14, 2020; require the Company to pay a weighted-average fixed rate of 2.45% per annum; provide that the Company receives a variable rate of interest based upon the greater of 0.75% or the BBA LIBOR; and have interest settlement dates occurring on the last day of June, September, December and March through maturity.

SEA designated the Interest Rate Swap Agreements above as qualifying cash flow hedge accounting relationships as further discussed in Note 8–Derivative Instruments and Hedging Activities.

Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements, net of amounts capitalized, as applicable, was $39.8 million and $43.7 million in the six months ended June 30, 2019 and 2018, respectively. Cash paid for interest in the six months ended June 30, 2018 includes $5.1 million relating to the Company’s fourth quarter 2017 interest payable on its Senior Secured Credit Facilities which was paid on January 5, 2018.

v3.19.2
Leases
6 Months Ended
Jun. 30, 2019
Leases [Abstract]  
Leases

7. LEASES

The Company adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective approach and elected the “Comparatives Under 840 Option” allowing the Company to not recast comparative periods in the period of adoption but present those periods under historical requirements of ASC 840.  The Company has land, warehouse and office space, and equipment leases which are classified as either operating or financing obligations.

Under the provisions of ASC 842, right of use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.  Lease terms may include options to renew when it is reasonably certain that the Company will exercise that option.  Lease expense for lease payments is recognized on a straight-line basis over the term of the operating lease.

The present value of future minimum lease payments is calculated using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate, which reflects the rate of interest the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of the lease payments. In calculating the incremental borrowing rates, the Company considered recent ratings from credit agencies, recent trading prices on the Company’s debt, and current lease demographic information. The Company used the incremental borrowing rates on December 31, 2018 for newly recognized operating leases that commenced prior to that date. The Company applies the incremental borrowing rates at a portfolio level based on lease terms.

The Company has elected not to recognize on the balance sheet leases with an initial and expected term of 12 months or less, instead lease expense is recognized for these short-term leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed upon adoption of ASC 842, the Company has elected to combine lease and non-lease components for each class of underlying asset based on a practical expedient permitted under ASC 842.

Some of the Company’s leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more. The exercise of lease renewal options is at the Company’s sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.

Certain of the Company’s lease agreements include rental payments based on a percentage of sales over contractual levels and others include rental payments adjusted periodically for inflation. These variable lease payments are typically recognized when the underlying event occurs and are included in operating expenses in the Company’s unaudited condensed consolidated statements of comprehensive income (loss) in the same line item as the expense arising from fixed lease payments. The Company’s lease agreements do not contain any material residual value guarantees, material restrictive covenants or material variable lease costs other than those described below related to the Company’s land lease.

The Company has a land lease which consists of a long-term lease with the City of San Diego covering approximately 190 acres, including approximately 17 acres of water in Mission Bay Park, California (the “Premises”). Under the terms of the lease, the Premises must be used as a marine park facility and related uses. In addition, the Company may not operate another marine park facility within a radius of 560 miles from the City of San Diego. The annual rent under the lease is variable and calculated on the basis of a specified percentage of the Company’s gross income from the Premises, or the minimum yearly rent, whichever is greater. The current lease term for the Premises ends in June 2048 with a corresponding lease liability being amortized using an estimated incremental borrowing rate of 8.2%.  The minimum yearly rent is adjusted every three years to an amount equal to 80% of the average accounting year rent actually paid for the three previous years. The current minimum yearly rent is approximately $10.4 million, which is subject to adjustment on January 1, 2020. Actual payments may vary from the annual straight-line minimum base rent based on shift of seasonal performance results. Rent payments related to the Premises for the three and six months ended June 30, 2019 were approximately $3.0 million and $4.7 million, respectively. Upon adoption of ASC 842, the Company also reclassified a favorable lease asset net balance of approximately $14.0 million related to the Premises from other intangible assets, net, to right of use assets-operating in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2019.

The tables below present the lease balances and their classification in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018:

 

 

 

 

 

June 30,

 

Leases

 

Classification

 

2019

 

Assets

 

 

 

(In thousands)

 

Operating leases

 

Right of use assets - operating

 

$

144,634

 

Financing leases

 

Other assets, net

 

 

3,806

 

Total lease assets

 

 

 

$

148,440

 

Liabilities

 

 

 

 

 

 

Current

 

 

 

 

 

 

Operating leases

 

Operating lease obligations

 

$

4,105

 

Financing leases

 

Other accrued liabilities

 

 

700

 

Noncurrent

 

 

 

 

 

 

Operating leases

 

Long-term operating lease obligations

 

 

127,099

 

Financing leases

 

Other liabilities

 

 

3,155

 

Total lease liabilities

 

 

 

$

135,059

 

 

 

 

 

 

December 31,

 

Leases

 

Classification

 

2018

 

Assets

 

 

 

(In thousands)

 

Favorable lease asset

 

Other intangible assets, net

 

$

13,961

 

Capital leases

 

Property and equipment, at cost

 

 

3,066

 

Capital leases, accumulated depreciation

 

Accumulated depreciation

 

 

(122

)

Total lease assets

 

 

 

$

16,905

 

Liabilities

 

 

 

 

 

 

Current

 

 

 

 

 

 

Capital leases

 

Other accrued liabilities

 

$

143

 

Noncurrent

 

 

 

 

 

 

Capital leases

 

Other liabilities

 

 

2,822

 

Total lease liabilities

 

 

 

$

2,965

 

The table below presents the lease costs and their classification in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2019:

Lease Cost

 

Classification

 

Three Months Ended June 30, 2019

 

 

Six Months Ended June 30, 2019

 

 

 

 

 

(In thousands)

 

Operating lease cost

 

Operating expenses

 

$

4,023

 

 

$

6,781

 

Operating lease cost

 

Selling, general and administrative expenses

 

 

136

 

 

 

273

 

Financing lease cost

 

 

 

 

 

 

 

 

 

 

Amortization of leased assets

 

Depreciation and amortization

 

 

184

 

 

 

368

 

Interest on lease liabilities

 

Interest expense

 

 

37

 

 

 

77

 

Net lease cost

 

 

 

$

4,380

 

 

$

7,499

 

In addition to the operating lease costs above, short term rent expense for the three and six months ended June 30, 2019 was approximately $1.1 million and $1.9 million, respectively, and is included in operating expenses and selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).

The table below presents the Company’s lease maturities as of June 30, 2019:

 

 

Operating leases

 

 

 

 

 

Years Ending December 31,

 

Land lease

 

 

Other operating leases

 

 

Total operating leases

 

 

Financing leases

 

 

 

(In thousands)

 

Remainder of 2019

 

$

5,201

 

 

$

2,029

 

 

$

7,230

 

 

$

413

 

2020

 

 

10,401

 

 

 

3,843

 

 

 

14,244

 

 

 

825

 

2021

 

 

10,401

 

 

 

3,494

 

 

 

13,895

 

 

 

332

 

2022

 

 

10,401

 

 

 

2,497

 

 

 

12,898

 

 

 

208

 

2023

 

 

10,401

 

 

 

1,954

 

 

 

12,355

 

 

 

204

 

2024

 

 

10,401

 

 

 

1,740

 

 

 

12,141

 

 

 

201

 

Thereafter

 

 

244,431

 

 

 

2,993

 

 

 

247,424

 

 

 

2,593

 

Total lease payments

 

 

301,637

 

 

 

18,550

 

 

 

320,187

 

 

 

4,776

 

Less: Imputed interest

 

 

(185,865

)

 

 

(3,118

)

 

 

(188,983

)

 

 

(921

)

Present value of lease liabilities

 

$

115,772

 

 

$

15,432

 

 

$

131,204

 

 

$

3,855

 

Operating lease payments include approximately $7.2 million related to options to extend lease terms that are reasonably certain of being exercised.

The table below presents the future minimum lease payments for long-term non-cancellable operating and financing leases under ASC 840 as of December 31, 2018:

Years Ending December 31,

 

Operating leases

 

 

Financing leases

 

 

 

(In thousands)

 

2019

 

$

16,578

 

 

$

231

 

2020

 

 

14,179

 

 

 

226

 

2021

 

 

13,111

 

 

 

220

 

2022

 

 

11,416

 

 

 

208

 

2023

 

 

10,479

 

 

 

204

 

Thereafter

 

 

265,234

 

 

 

2,794

 

Total lease payments

 

$

330,997

 

 

 

3,883

 

Less: Interest

 

 

 

 

 

 

(918

)

Total principal payable on financing leases

 

 

 

 

 

$

2,965

 

The table below presents the weighted average remaining lease terms and applicable discount rates as of June 30, 2019:

Lease term and discount rate

 

 

 

 

Weighted average remaining lease term (years)

 

 

 

 

Operating leases

 

 

26.29

 

Financing leases

 

 

14.35

 

Weighted average discount rate

 

 

 

 

Operating leases

 

 

8.11

%

Financing leases

 

 

3.67

%

The table below presents the cash flows and supplemental information associated with the Company’s leasing activities for the six months ended June 30, 2019:

Other Information

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

(In thousands)

 

Operating cash flows from operating leases

 

$

6,793

 

Operating cash flows from financing leases

 

$

77

 

Financing cash flows from financing leases

 

$

339

 

Right of use assets obtained in exchange for lease obligations

 

 

 

 

Financing leases

 

$

1,230

 

Operating leases

 

$

133,297

 

 

All long-lived assets, including right of use assets associated with leases, are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. The measurement of an impairment loss to be recognized is based upon the difference between the estimated fair value and the carrying amounts of the assets. Fair value is generally determined based upon a discounted cash flow analysis.

v3.19.2
Derivative Instruments and Hedging Activities
6 Months Ended
Jun. 30, 2019
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities

8. 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. The Company does not speculate using derivative instruments.

As of June 30, 2019 and December 31, 2018, 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 and six months ended June 30, 2019 and 2018, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

As of June 30, 2019, the Company has five Interest Rate Swap Agreements that mature on May 14, 2020, which effectively fix the interest rate on LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt.  

The interest rate swap agreements are designated as cash flow hedges of interest rate risk. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income (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 $3.7 million 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 unaudited condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018:

 

 

 

Liability Derivatives

 

 

Asset Derivatives

 

 

 

As of June 30, 2019

 

 

As of December 31, 2018

 

 

 

Balance Sheet

Location

 

Fair Value

 

 

Balance Sheet

Location

 

Fair Value

 

Derivatives designated as hedging instruments:

 

(In thousands)

 

Interest rate swap agreements

 

Other liabilities

 

$

3,619

 

 

Other assets

 

$

3,109

 

Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Income (Loss)

The table below presents the pretax effect of the Company’s derivative financial instruments on the unaudited condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Derivatives in Cash Flow Hedging Relationships:

 

(In thousands)

 

(Loss) gain recognized in accumulated other comprehensive income (loss)

 

$

(3,572

)

 

$

3,777

 

 

$

(5,525

)

 

$

15,893

 

Loss reclassified from accumulated other comprehensive income (loss) to interest expense

 

$

(349

)

 

$

(383

)

 

$

(1,204

)

 

$

(2,234

)

 

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 June 30, 2019, 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 $3.7 million. As of June 30, 2019, the Company has posted no collateral related to these agreements. If the Company had breached any of these provisions at June 30, 2019, it could have been required to settle its obligations under the agreements at their termination value of $3.7 million.

Changes in Accumulated Other Comprehensive Income (Loss)

The following table reflects the changes in accumulated other comprehensive income (loss), net of tax for the six months ended June 30, 2019:

 

 

Losses on Cash Flow Hedges

 

Accumulated other comprehensive income (loss):

 

(In thousands)

 

Accumulated other comprehensive income at December 31, 2018

 

 

 

 

 

$

2,284

 

Other comprehensive loss before reclassifications

 

 

(4,048

)

 

 

 

 

Amounts reclassified from accumulated other comprehensive income (loss) to interest expense

 

 

(882

)

 

 

 

 

Unrealized loss on derivatives, net of tax

 

 

 

 

 

 

(4,930

)

Accumulated other comprehensive loss at June 30, 2019

 

 

 

 

 

$

(2,646

)

v3.19.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2019
Fair Value Disclosures [Abstract]  
Fair Value Measurements

9. 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. The standard describes three levels of inputs that may be used to measure fair value:  

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.  

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.


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 Measurement, 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 B-5 Loans are classified in Level 2 of the fair value hierarchy as of June 30, 2019 and December 31, 2018. The fair value of the term loans as of June 30, 2019 and December 31, 2018 approximate their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset.

There were no transfers between Levels 1, 2 or 3 during the three and six months ended June 30, 2019. The Company did not have any assets measured on a recurring basis at fair value as of June 30, 2019. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of June 30, 2019:

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

June 30,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2019

 

Liabilities:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

3,619

 

 

$

 

 

$

3,619

 

Long-term obligations (b)

$

 

 

$

1,660,636

 

 

$

 

 

$

1,660,636

 

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $3.6 million as of June 30, 2019.

(b)

Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $160.5 million and long-term debt of $1.489 billion as of June 30, 2019.

There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2018. The following table presents the Company’s estimated fair value measurements and related classifications for assets and liabilities measured on a recurring basis as of December 31, 2018:

 

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

December 31,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2018

 

Assets:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

3,109

 

 

$

 

 

$

3,109

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term obligations (b)

$

 

 

$

1,553,389

 

 

$

 

 

$

1,553,389

 

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other assets of $3.1 million as of December 31, 2018.

(b)

Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $45.5 million and long-term debt of $1.495 billion as of December 31, 2018.

v3.19.2
Related-Party Transactions
6 Months Ended
Jun. 30, 2019
Related Party Transactions [Abstract]  
Related-Party Transactions

10. RELATED-PARTY TRANSACTIONS

On March 24, 2017, the Company entered into the ZHG Agreements with Zhonghong Holding, an affiliate of ZHG Group, who at the time owned approximately 21% of the outstanding shares of the Company.  In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed. See Note 1–Description of Business and Basis of Presentation for further details including amounts recorded as revenue related to the ZHG Agreements.    

 

As previously disclosed, Sun Wise (UK), Co., Ltd, an affiliate to the ZHG Group (“Sun Wise”), previously held beneficial ownership of 19,452,063 shares (the “Pledged Shares”) of the Company’s common stock.  Sun Wise had pledged such shares in connection with certain loan obligations of Sun Wise.  Sun Wise subsequently defaulted on such loan obligations and, as a result, PA Eminent Opportunity VI Limited (a controlled affiliate of PAG (f/k/a Pacific Alliance Group)) and China Huarong International Holdings Limited (together, the “Lenders”) foreclosed on the Pledged Shares and, accordingly, the Pledged Shares were transferred to Lord Central Opportunity V Limited, (the “Security Agent”), as security agent for the Lenders on May 3, 2019 (the “Transfer”).

On May 27, 2019, the Security Agent entered into a share repurchase agreement with the Company pursuant to which the Security Agent agreed to sell and the Company agreed to purchase 5,615,874 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “SEAS Repurchase”) for a total cost of approximately $150.0 million. The SEAS Repurchase closed on May 30, 2019.

On May 27, 2019, the Security Agent also entered into a stock purchase agreement with Hill Path Capital LP (“Hill Path”) and certain of its affiliates pursuant to which the Security Agent agreed to sell and certain affiliates of Hill Path agreed to purchase, in the aggregate, 13,214,000 of the Pledged Shares held by the Security Agent at a price per share equal to $26.71 (the “HP Purchase”). The purchase closed on May 30, 2019, at which time, Hill Path’s ownership percentage increased to 34.6%.  

Also on May 27, 2019, in connection with the HP Purchase, the Company concurrently entered into a stockholders agreement, a registration rights agreement and an undertaking agreement with Hill Path (the “HP Agreements”).  Under the HP Agreements, the Company agreed to appoint up to three Hill Path director designees to its Board of Directors and Hill Path agreed to certain customary standstill obligations, restrictions regarding the manner of sale of shares, and equal treatment for any change in control transaction. In addition, Hill Path agreed that shares held in excess of 24.9% generally would be voted consistent with the Board’s recommendations or consistent with the shares voted by the Company’s other stockholders.  The Company also agreed to reimburse Hill Path for up to $250,000 of their expenses in connection with the HP Agreements.  During the three months ended June 30, 2019, the Company reimbursed Hill Path for $250,000 in expenses incurred.

See Note 13Stockholder’s Equity for further details.

v3.19.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

11. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Securities Class Action Lawsuits

On September 9, 2014, a purported stockholder class action lawsuit consisting of purchasers of the Company’s common stock during the periods between April 18, 2013 to August 13, 2014, captioned Baker v. SeaWorld Entertainment, Inc., et al., Case No. 14-CV-02129-MMA (KSC), was filed in the U.S. District Court for the Southern District of California against the Company, the Chairman of the Company’s Board, certain of its executive officers and Blackstone.  On February 27, 2015, Court-appointed Lead Plaintiffs, Pensionskassen For Børne- Og Ungdomspædagoger and Arkansas Public Employees Retirement System, together with additional plaintiffs, Oklahoma City Employee Retirement System and Pembroke Pines Firefighters and Police Officers Pension Fund (collectively, “Plaintiffs”), filed an amended complaint against the Company, the Chairman of the Company’s Board, certain of its directors, certain of its executive officers, Blackstone, and underwriters of the initial public offering and secondary public offerings.  The amended complaint alleges, among other things, that the prospectus and registration statements filed contained materially false and misleading information in violation of the federal securities laws and seeks unspecified compensatory damages and other relief.  Plaintiffs contend that defendants knew or were reckless in not knowing that Blackfish was impacting SeaWorld’s business at the time of each public statement. On May 29, 2015, the Company and the other defendants filed motions to dismiss the amended complaint.  On March 31, 2016, the Court granted the motions to dismiss the amended complaint, in its entirety, without prejudice.  On May 31, 2016, Plaintiffs filed a second amended consolidated class action complaint (“Second Amended Complaint”), which, among other things, no longer names the Company’s Board or underwriters as defendants and no longer brings claims based on the prospectuses and registration statements.  On September 30, 2016, the Court denied the renewed motion to dismiss the Second Amended Complaint. 

On May 19, 2017, Plaintiffs filed a motion for class certification, which the Court granted on November 29, 2017. On December 13, 2017, Defendants filed a petition for permission to appeal the Court’s class certification order with the United States Court of Appeals for the Ninth Circuit, which was denied on June 28, 2018. Discovery is now complete and, on April 15, 2019, Defendants filed a motion for summary judgment.  Also on April 15, 2019, Defendants filed motions to exclude each of Plaintiffs’ three expert witnesses and Plaintiffs filed motions to exclude two of Defendants’ expert witnesses.  The briefing on the motions is complete. The date for oral argument was adjourned and has not yet been rescheduled. Trial is currently scheduled to begin on January 21, 2020.  The Company believes that the class action lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit.

On June 14, 2018, a lawsuit captioned Highfields Capital I LP et al v. SeaWorld Entertainment, Inc. et al, Case No. 3:18-cv-01276-L-BLM, was filed in the United States District Court in the Southern District of California against the Company and certain of the Company’s former and present executive officers (collectively, the “Defendants”).  The plaintiffs, which are investment funds managed by a common adviser (collectively, the “Plaintiffs”) allege, among other things, that the Defendants made false and misleading statements, in violation of the federal securities laws and Florida common law, regarding the impact of the documentary Blackfish on SeaWorld’s business.  The complaint further alleges that such statements were made to induce Plaintiffs to purchase common stock of the Company at artificially-inflated prices and that Plaintiffs suffered investment losses as a result.  The Plaintiffs are seeking unspecified compensatory damages and other relief.  On October 19, 2018, Defendants moved for partial dismissal of the complaint.  On February 7, 2019, the Court granted Defendants’ motion and dismissed Plaintiffs’ Florida state law claims as well as federal securities law claims based on the Company’s second quarter 2013 earnings statements.  On May 1, 2019, Defendants filed their answer to Plaintiffs’ complaint.  On July 1, 2019, the parties filed a joint motion for a stay of all proceedings in the case pending the resolution of the motion for summary judgment filed by Defendants in the related securities class action captioned Baker v. SeaWorld Entertainment, Inc., et al. described above.  The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit. 

Shareholder Derivative Lawsuit

On December 8, 2014, a putative derivative lawsuit captioned Kistenmacher v. Atchison, et al., Civil Action No. 10437, was filed in the Court of Chancery of the State of Delaware against, among others, the Chairman of the Company’s Board, certain of the Company’s executive officers, directors and shareholders, and Blackstone.  The Company is a “Nominal Defendant” in the lawsuit.

On March 30, 2015, the plaintiff filed an amended complaint against the same set of defendants.  The amended complaint alleges, among other things, that the defendants breached their fiduciary duties, aided and abetted breaches of fiduciary duties, violated Florida Blue Sky laws and were unjustly enriched by (i) including materially false and misleading information in the prospectus and registration statements; and (ii) causing the Company to repurchase certain shares of its common stock from certain shareholders at an alleged artificially inflated price.  The Company does not maintain any direct exposure to loss in connection with this shareholder derivative lawsuit as the lawsuit does not assert any claims against the Company.  The Company’s status as a “Nominal Defendant” in the action reflects the fact that the lawsuit is maintained by the named plaintiff on behalf of the Company and that the plaintiff seeks damages on the Company’s behalf.  The case is currently stayed in favor of the securities class action captioned Baker v. SeaWorld Entertainment, Inc., et al. described above.

Consumer Lawsuit

On April 13, 2015, a purported class action was filed in the Superior Court of the State of California for the City and County of San Francisco against SeaWorld Parks & Entertainment, Inc., captioned Marc Anderson, et. al., v. SeaWorld Parks & Entertainment, Inc. Civil Case No. 15-cv-02172-JSW, (the “Anderson Matter”).  The putative class consisted of all consumers within California who, within the past four years, purchased tickets to SeaWorld San Diego.  The complaint (as amended) alleges causes of action under the California False Advertising Law, California Unfair Competition Law and California CLRA.  Plaintiffs’ claims are based on their allegations that the Company misrepresented the physical living conditions and care and treatment of its orcas, resulting in confusion or misunderstanding among ticket and orca plush purchasers with intent to deceive and mislead the plaintiffs and purported class members.  The complaint seeks restitution, equitable relief, attorneys’ fees and costs.  Based on plaintiffs’ definition of the class, the amount in controversy could have exceeded $5.0 million assuming the class became certified.  The liability exposure is speculative though.  On May 14, 2015, the Company removed the case to the United States District Court for the Northern District of California.

The Company filed a motion for summary judgment on October 30, 2017 which the Court granted in part and denied in part.  On May 23, 2018, the plaintiffs represented to the Court that they will not file a motion for class certification.  The case is no longer a class action.  All three named plaintiffs continue to have claims for individual restitution in a nominal amount and injunctive relief. Trial is currently scheduled for April 2020.  Pre-trial motions and mediation proceedings are continuing.  The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit.

EZPay Plan Class Action Lawsuit

On December 3, 2014, a purported class action lawsuit was filed in the United States District Court for the Middle District of Florida, Tampa Division against SeaWorld Parks & Entertainment, Inc. The case, captioned Jason Herman, Joey Kratt, and Christina Lancaster, as individuals and on behalf of all others similarly situated, v. SeaWorld Parks & Entertainment, Inc. Case No. 8:14-cv-03028-MSS-JSS, was certified as a class action in 2018.  The Court certified a class action on two claims for relief -- breach of contract and violation of federal Electronic Funds Transfer Act, 15 U.S.C. section 1693 et seq. on behalf of three individual plaintiffs and two classes: (i) individuals in the states of Florida, Texas, Virginia and California who paid for an annual pass through EZ pay in “less than twelve months,” had their passes automatically renewed and did not use the renewed passes after the first year or were not issued a full refund of payments made after the twelfth payment; and (ii) all of these same individuals who used debit cards. 

In April 2018, the Company reached a preliminary agreement in principle to settle this matter for a payment of $11.5 million into a common fund, plus certain administrative costs and expenses associated with the proposed settlement. At a fairness hearing held April 18, 2019, the Court approved the settlement. On April 29, 2019, the Court entered an order approving the final settlement.  The Company has funded the $11.5 million settlement and is working with a class action administrator to facilitate the settlement in accordance with the terms of the settlement agreement.

Other Matters

The Company is a party to various other claims and legal proceedings arising in the normal course of business. In addition, from time to time the Company is subject to audits, inspections and investigations by, or receives requests for information from, various federal and state regulatory agencies, including, but not limited to, the U.S. Department of Agriculture’s Animal and Plant Health Inspection Service (“APHIS”), the U.S. Department of Labor’s Occupational Safety and Health Administration (“OSHA”), the California Occupational Safety and Health Administration (“Cal-OSHA”), the Florida Fish & Wildlife Commission (“FWC”), the Equal Employment Opportunity Commission (“EEOC”), the Internal Revenue Service (“IRS”) the U.S. Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”).

Other than those matters discussed above, from time to time, various parties also bring other lawsuits against the Company. 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. At this time, management does not expect any such known claims, legal proceedings or regulatory matters to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

License Commitments

On May 16, 2017, SEA entered into a License Agreement (the “License Agreement”) with Sesame Workshop (“Sesame”), a New York not-for-profit corporation.  SEA’s principal commitments pursuant to the License Agreement include: (i) opening a new Sesame Place theme park no later than mid-2021 in a location to be determined; (ii) building a new Sesame Land in SeaWorld Orlando by fall 2022; (iii) investing in minimum annual capital and marketing thresholds; and (iv) providing support for agreed upon sponsorship and charitable initiatives.  As of June 30, 2019, the Company estimates the combined remaining obligations for these commitments could be up to approximately $60.0 million over the remaining term of the agreement.  After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA will have the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines.  The License Agreement has an initial term through December 31, 2031, with an automatic additional 15 year extension plus a five year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. On March 27, 2019, the Company opened a new Sesame Land in SeaWorld Orlando.

Pursuant to the License Agreement with Sesame Workshop, the Company pays a specified annual license fee, as well as a specified royalty based on revenues earned in connection with sales of licensed products, all food and beverage items utilizing the licensed elements and any events utilizing such elements if a separate fee is paid for such event.

Anheuser-Busch, Incorporated has granted the Company a perpetual, exclusive, worldwide, royalty-free license to use the Busch Gardens trademark and certain related domain names in connection with the operation, marketing, promotion and advertising of certain of the Company’s theme parks, as well as in connection with the production, use, distribution and sale of merchandise sold in connection with such theme parks. Under the license, the Company is required to indemnify ABI against losses related to the use of the marks.

v3.19.2
Equity-Based Compensation
6 Months Ended
Jun. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

12. EQUITY-BASED COMPENSATION

In accordance with ASC 718, Compensation-Stock Compensation, the Company measures the cost of employee services rendered in exchange for share-based compensation based upon the grant date fair market value.  The cost is recognized over the requisite service period, which is generally the vesting period unless service or performance conditions require otherwise.  The Company recognizes the impact of forfeitures as they occur.  The Company has granted stock options, time-vesting restricted shares and units and performance-vesting restricted shares and units.  

Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) as follows:  

 

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

676

 

 

$

2,667

 

 

$

2,033

 

 

$

4,230

 

Equity compensation expense included in selling, general and administrative expenses

 

 

3,408

 

 

 

3,225

 

 

 

5,249

 

 

 

9,207

 

Total equity compensation expense

 

$

4,084

 

 

$

5,892

 

 

$

7,282

 

 

$

13,437

 

 

Equity compensation expense included in selling, general and administrative expenses for the three and six months ended June 30, 2018, includes approximately $1.0 million and $5.5 million, respectively, related to certain equity awards which were accelerated to vest in connection with the departure of certain executives as required by their respective employment agreements (see Note 14–Restructuring and Other Separation Costs for further details).  

The activity related to the Company’s time-vesting and performance-vesting awards during the six months ended June 30, 2019 is as follows: 

 

 

 

 

 

 

 

 

 

 

Performance-Vesting Restricted Awards

 

 

 

Time-Vesting

Restricted Awards

 

 

Bonus Performance

Restricted Awards

 

 

Long-Term

Incentive

Performance

Restricted Awards

 

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

Outstanding at December 31, 2018

 

 

901,704

 

 

$

17.34

 

 

 

560,710

 

 

$

15.06

 

 

 

1,155,486

 

 

$

15.82

 

Granted

 

 

72,078

 

 

$

27.02

 

 

 

225,080

 

 

$

25.70

 

 

 

1,233,742

 

 

$

25.70

 

Vested

 

 

(144,340

)

 

$

18.75

 

 

 

(321,715

)

 

$

15.05

 

 

 

(32,233

)

 

$

15.36

 

Forfeited

 

 

(155,723

)

 

$

15.15

 

 

 

(259,814

)

 

$

15.93

 

 

 

(413,384

)

 

$

19.20

 

Outstanding at June 30, 2019

 

 

673,719

 

 

$

18.57

 

 

 

204,261

 

 

$

25.70

 

 

 

1,943,611

 

 

$

21.38

 

The activity related to the Company’s stock option awards during the six months ended June 30, 2019 is as follows:

 

 

 

Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life (in years)

 

 

Aggregate

Intrinsic Value       (in thousands)

 

Outstanding at December 31, 2018

 

 

764,577

 

 

$

18.05

 

 

 

 

 

 

 

 

 

Granted

 

 

430,390

 

 

$

25.70

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(92,095

)

 

$

20.97

 

 

 

 

 

 

 

 

 

Expired

 

 

(8,593

)

 

$

18.52

 

 

 

 

 

 

 

 

 

Exercised

 

 

(131,176

)

 

$

17.80

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2019

 

 

963,103

 

 

$

21.22

 

 

 

7.67

 

 

$

9,417

 

Exercisable at June 30, 2019

 

 

464,385

 

 

$

18.38

 

 

 

6.21

 

 

$

5,859

 

The weighted average grant date fair value of stock options granted during the six months ended June 30, 2019 was $8.45. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the six months ended June 30, 2019 were:

Risk-free interest rate

 

 

2.48

%

Expected volatility (a)

 

 

28.50

%

Expected dividend yield

 

 

0.00

%

Expected life (years) (b)

 

 

6.00

 

(a)

Due to the Company’s limited history as a public company, the volatility for the Company’s stock at the date of each grant was estimated using the average volatility calculated for a peer group, which is based upon daily price observations over the estimated term of options granted.

(b)

The expected life was estimated using the simplified method, as the Company does not have sufficient historical exercise data due to the limited period of time its common stock has been publicly traded.

 

Omnibus Incentive Plan

The Company has reserved 15,000,000 shares of common stock for issuance under the Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 8,710,000 shares are available for future issuance as of June 30, 2019.

Bonus Performance Restricted Awards  

During the six months ended June 30, 2019, the Company granted performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with its annual bonus plan for 2019 (the “2019 Bonus Plan”).  The 2019 Bonus Plan provides for bonus awards payable 50% in cash and 50% in Bonus Performance Restricted Units and is based upon the Company’s achievement of specified performance goals, as defined by the 2019 Bonus Plan, with respect to the year ending December 31, 2019 (the “Fiscal 2019”). The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2019 which ranges from 0% (if below threshold performance) up to 200% (at or above maximum performance).  

The Company also had an annual bonus plan for the fiscal year ended December 31, 2018 (“Fiscal 2018”), under which certain employees were eligible to vest in Bonus Performance Restricted Units based upon the Company’s achievement of certain performance goals with respect to Fiscal 2018.  Based on the Company’s actual Fiscal 2018 results, a portion of these Bonus Performance Restricted Units vested in the six months ended June 30, 2019 and the remaining forfeited in accordance with their terms.

Long-Term Incentive Awards

During the six months ended June 30, 2019, the Company granted long-term incentive plan awards for 2019 (the “2019 Long-Term Incentive Grant”) which were comprised of nonqualified stock options (the “Long-Term Incentive Options”) and performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”). Long-Term Incentive Awards for 2019, 2020 and 2021 combined were granted to certain employees during the six months ended June 30, 2019.  The Company does not expect additional Long-Term Incentive Awards to be granted to these employees until the earlier of 2022 or in the year when the Company’s three-year performance goal is achieved, if sooner than fiscal year 2021.    

Long-Term Incentive Options

Long-Term Incentive Options vest over three years, with one-third vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense for these options is recognized using the straight line method.

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units have a three-year performance period beginning on January 1, 2019 and ending on December 31, 2021 and vest based upon the Company’s achievement of specified performance goals for Fiscal 2021, as defined by the 2019 Long-Term Incentive Grant. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 100% (for target or above performance). Upon achievement of the performance goals, only 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. The goal achieved must be met again or exceeded the next fiscal year before the remaining units are earned.

Long-Term Incentive Time Restricted Units

During the six months ended June 30, 2019, the Company also granted time-restricted units which vest over three years to certain employees, with one-third vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense is recognized using the straight line method.

Other

The Company also has outstanding long-term incentive time restricted shares, long-term incentive performance restricted shares and long-term incentive options granted under previous long-term incentive plan grants.  During the six months ended June 30, 2019, a portion of the previously granted long-term incentive performance restricted shares related to completed performance periods vested, with the remainder forfeiting in accordance with their terms.  The remaining outstanding long-term incentive performance restricted shares are eligible to vest based upon the Company’s achievement of pre-established performance goals for the respective performance period, as defined. 

The Company recognizes equity compensation expense for its performance-vesting restricted awards if the performance condition is probable of being achieved.  Based on the Company’s progress towards its respective performance goals, a portion of its performance-vesting restricted awards are considered probable of vesting as of June 30, 2019; therefore, equity compensation expense has been recorded accordingly.  If the probability of vesting related to these awards changes in a subsequent period, all equity compensation expense related to those awards that would have been recorded over the requisite service period had the awards been considered probable at the new percentage from inception, will be recorded as a cumulative catch-up or adjustment at such subsequent date.  

v3.19.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2019
Equity [Abstract]  
Stockholders' Equity

13. STOCKHOLDERS’ EQUITY

As of June 30, 2019, 93,884,971 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which excludes 581,013 unvested shares of common stock and 2,240,578 unvested restricted stock units held by certain participants in the Company’s equity compensation plans (see Note 12–Equity-Based Compensation) and includes 15,790,463 shares of treasury stock held by the Company.

Share Repurchase Program

The Board had previously authorized a share repurchase program of up to $250.0 million of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. Through December 31, 2018, the Company had repurchased an aggregate of $158.0 million under the Share Repurchase Program.  On February 22, 2019, the Board approved a replenishment to the Share Repurchase Program bringing the total amount available for future purchases back up to $250.0 million.

During the three months ended June 30, 2019, the Company completed a share repurchase of 5,615,874 shares (see discussion relating to the SEAS Repurchase in Note 10–Related Party Transactions for further details). On August 2, 2019, the Board approved a replenishment to the Share Repurchase Program of $150.0 million, bringing the total amount authorized for future share repurchases back up to $250.0 million. There were no share repurchases under the Share Repurchase Program during the three and six month ended June 30, 2018.

The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The number of shares to be purchased and the timing of purchases will be based on the Company’s trading windows and available liquidity, general business and market conditions, and other factors, including legal requirements, debt covenant restrictions and alternative investment opportunities.

v3.19.2
Restructuring and Other Separation Costs
6 Months Ended
Jun. 30, 2019
Restructuring And Related Activities [Abstract]  
Restructuring and Other Separation Costs

14. RESTRUCTURING AND OTHER SEPARATION COSTS

The Company is committed to continuous improvement and regularly evaluates operations to ensure it is properly organized for performance and efficiency.  As a result, during the three and six months ended June 30, 2019, the Company recorded approximately $0.1 million and $2.6 million, respectively, in pre-tax charges primarily consisting of severance and other termination benefits related to positions eliminated in 2019, which is included in restructuring and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).  

In August 2018, the Company announced a restructuring program (the “2018 Restructuring Program”) focused on reducing costs, improving operating margins and streamlining its management structure to create efficiencies and better align with its strategic business objectives.  The 2018 Restructuring Program involved the elimination of approximately 125 positions during the third quarter of 2018 across the Company’s theme parks and its corporate headquarters. As a result, during the year ended December 31, 2018, the Company recorded approximately $5.5 million in pre-tax restructuring charges primarily related to severance and other termination benefits, of which, $1.8 million was incurred during the three and six months ended June 30, 2018, which is included in restructuring and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). The Company will not incur any additional costs associated with the 2018 Restructuring Program in 2019 as all continuing service obligations were completed as of December 31, 2018.

Related activity for the six months ended June 30, 2019 was as follows:

 

 

 

2019 Restructuring and other Separation Costs

 

 

2018 Restructuring Program

 

 

 

(In thousands)

 

Liability as of December 31, 2018

 

$

 

 

$

537

 

Costs incurred

 

 

2,632

 

 

 

 

Payments made

 

 

(2,481

)

 

 

(330

)

Liability as of June 30, 2019

 

$

151

 

 

$

207

 

 

The remaining liability as of June 30, 2019 relates to restructuring and other related costs to be paid as contractually obligated by December 31, 2019 and is included in accrued salaries, wages and benefits in the accompanying unaudited condensed consolidated balance sheet.

Other

For the three and six months ended June 30, 2018, restructuring and other separation costs also includes severance and other employment expenses for certain executives who separated from the Company during 2018. In particular, on February 27, 2018, the Company announced that its President and Chief Executive Officer (the “Former CEO”) had stepped down from his position and resigned as a member of the Board. In connection with his departure, the Former CEO received a lump sum cash payment of approximately $6.7 million in severance-related benefits, in accordance with his employment agreement. Certain other executives who separated from the Company during the first six months of 2018 also received severance-related benefits in accordance with the terms of their respective employment agreements or relevant company plan, as applicable. These severance expenses are included in restructuring and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2018.

Additionally, during the three and six months ended June 30, 2018, certain equity awards were accelerated to vest in connection with the departure of specific executives as required by their respective employment agreements.  As a result, the Company recorded incremental non-cash equity compensation expense during the three and six months ended June 30, 2018 related to these awards, which is included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).  See Note 12–Equity-Based Compensation for further details.

v3.19.2
Description of the Business and Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Description of the Business

Description of the Business

SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (“SEA”) (collectively, the “Company”), owns and operates twelve theme parks within the United States. 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); San Antonio, Texas (Aquatica); San Diego, California (Aquatica); Tampa, Florida (Adventure Island); and Williamsburg, Virginia (Water Country USA). The Company also operates a reservations-only theme park in Orlando, Florida (Discovery Cove) and a seasonal park in Langhorne, Pennsylvania (Sesame Place).

Basis of Presentation

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 (“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, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC.  The unaudited condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K.

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, 2019 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 seven 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

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 unaudited 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 and liabilities, deferred revenue, equity compensation and the valuation of goodwill and other indefinite-lived intangible assets.  Actual results could differ from those estimates.

Segment Reporting

Segment Reporting

The Company maintains discrete financial information for each of its twelve theme parks, which is used by the Chief Operating Decision Maker (“CODM”), identified as the Chief Executive Officer, as a basis for allocating resources. Each theme park has been identified as an operating segment and meets the criteria for aggregation due to similar economic characteristics. In addition, all of the theme parks provide similar products and services and share similar processes for delivering services. The theme parks have a high degree of similarity in the workforces and target similar consumer groups. Accordingly, based on these economic and operational similarities and the way the CODM monitors and makes decisions affecting the operations, the Company has concluded that its operating segments may be aggregated and that it has one reportable segment.

Restricted Cash

Restricted Cash

Restricted cash is recorded in other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities.  

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

43,601

 

 

$

34,073

 

Restricted cash, included in other current assets

 

 

1,218

 

 

 

934

 

Total cash, cash equivalents and restricted cash

 

$

44,819

 

 

$

35,007

 

Property and Equipment-Net

 

Property and Equipment—Net

During the three and six months ended June 30, 2018, the Company recorded approximately $7.3 million and $7.7 million, respectively, in asset write-offs primarily associated with certain rides and equipment.

Revenue Recognition

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products.  For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park.  Annual passes, season passes or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. The Company estimates a redemption rate using historical and forecasted growth rates and attendance trends by park for similar products.  Attendance trends factor in seasonality and are adjusted based on actual trends periodically. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.  

Food, merchandise and other revenue primarily consists of culinary, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented, including revenue related to the Company’s international agreements as discussed below.  The Company recognizes revenue for food, merchandise and other in-park products when the related products or services are received by the guests.  Certain admission products may also include bundled products at the time of purchase, such as culinary or merchandise items.  The Company conducts an analysis of bundled products to identify separate distinct performance obligations that are material in the context of the contract. For those products that are determined to be distinct performance obligations and material in the context of the contract, the Company allocates a portion of the transaction price to each distinct performance obligation using each performance obligation’s standalone price.  If the bundled product is related to a pass product and offered over time, revenue will be recognized over time accordingly.

Deferred revenue primarily includes revenue associated with pass products and contract liability balances related to licensing and international agreements collected in advance of the Company’s performance and expected to be recognized in future periods. At both June 30, 2019 and December 31, 2018, $10.0 million is included in other liabilities in the accompanying unaudited condensed consolidated balance sheets related to the Company’s international agreement, as discussed in the following section, which the Company expects to recognize over the term of the respective license agreement beginning when substantially all of the services have been performed, which is expected to be upon opening.

The following table reflects the Company’s deferred revenue balance as of June 30, 2019 and December 31, 2018:

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

173,487

 

 

$

111,181

 

Less: Deferred revenue, long-term portion, included in other liabilities

 

 

10,347

 

 

 

10,071

 

Deferred revenue, short-term portion

 

$

163,140

 

 

$

101,110

 

 

International Agreements

The Company has received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a potential project in the Middle East (the “Middle East Project”) to provide certain services pertaining to the planning and design of the Middle East Project, with funding received expected to offset internal expenses.  Approximately $4.4 million and $3.8 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018, respectively.  The Company has recognized an asset for the costs incurred to fulfill the contract as the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. The Middle East Project is subject to various conditions, including, but not limited to, the parties completing the design development and there is no assurance that the Middle East Project will be completed or advance to the next stages.

In March 2017, the Company entered into a Park Exclusivity and Concept Design Agreement and a Center Concept and Preliminary Design Support Agreement (collectively, the “ZHG Agreements”) with Zhonghong Holding, Co. Ltd. (“Zhonghong Holding”), an affiliate of Zhonghong Zhuoye Group Co., Ltd. (“ZHG Group”), to provide design, support and advisory services for various potential projects and grant exclusive rights in China, Taiwan, Hong Kong and Macau through December 2019. In April 2019, the Company terminated the ZHG Agreements for non-payment of undisputed amounts owed.  There were no amounts recorded as revenue related to the ZHG Agreements in the three months ended June 30, 2019.  For the six months ended June 30, 2019, the Company recorded approximately $1.7 million, and for the three and six months ended June 30, 2018, the Company recorded approximately $1.3 million and $2.5 million, respectively, in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) related to the ZHG Agreements. See Note 10–Related-Party Transactions for further details.

Recently Issued Accounting Pronouncements

The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”).

Recently Implemented Accounting Standards

On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases.  The new standard is intended to provide enhanced transparency and comparability by requiring lessees to record right of use assets and corresponding lease liabilities on the balance sheet. The new guidance requires the Company to continue to classify leases as either operating or financing, with classification affecting the pattern of expense recognition in the income statement. The Company is also required to disclose qualitative and quantitative information about leasing arrangements to enable financial statement users to assess the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASC 842 using a modified retrospective method that did not require the prior period information to be restated.  ASC 842 also provides a number of optional provisions, known as practical expedients, which companies may elect to adopt to facilitate implementation.  The Company elected a package of practical expedients which, among other items, precludes the Company from needing to reassess 1) whether any expired or existing contracts are or contain leases, 2) the lease classification of any expired or existing leases, and 3) initial direct costs for any existing leases. The Company elected not to implement the practical expedient related to hindsight to determine lease terms.  Due to the implementation of selected practical expedients, there was no cumulative effect adjustment to beginning retained earnings. See Note 7–Leases for additional disclosures.

On January 1, 2019, the Company also adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures:  

 

ASU 2018-09, Codification Improvements

 

ASU 2018-13, Fair Value Measurement (Topic 820)

 

ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract

 

ASU 2018-16, Derivatives and Hedging—Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes

During 2018, the Company adopted the following ASUs:

 

ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities - This ASU aims to improve reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and simplify the application of the hedge accounting guidance.  For cash flow and net investment hedges existing as of the adoption date, the guidance requires a cumulative-effect adjustment as of the beginning of the fiscal year that an entity adopts the amendments; however, the presentation and disclosure guidance should be applied prospectively. The impact of the adoption was not material to the Company’s unaudited condensed consolidated financial statements; as a result, no cumulative effect adjustment to beginning retained earnings was required. See Note 8Derivative Instruments and Hedging Activities for additional disclosure.  

 

ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income - This ASU gives companies the option to reclassify to retained earnings any tax effects related to items in accumulated other comprehensive income or loss that are stranded due to the Tax Cuts and Jobs Act (the “Tax Act”). Companies are required to disclose whether or not they elected to reclassify the tax effects related to the Tax Act as well as their policy for releasing income tax effects from accumulated other comprehensive income or loss.  The Company elected to early adopt the ASU on January 1, 2018 and applied the amendments in the period of adoption. As a result, the Company reclassified $1.1 million of “stranded” tax effects of the Tax Act from accumulated other comprehensive income (loss) to accumulated deficit in the accompanying unaudited condensed consolidated balance sheet and the accompanying unaudited condensed consolidated statements of changes in stockholders’ equity.

Leases

The Company adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective approach and elected the “Comparatives Under 840 Option” allowing the Company to not recast comparative periods in the period of adoption but present those periods under historical requirements of ASC 840.  The Company has land, warehouse and office space, and equipment leases which are classified as either operating or financing obligations.

Under the provisions of ASC 842, right of use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.  Lease terms may include options to renew when it is reasonably certain that the Company will exercise that option.  Lease expense for lease payments is recognized on a straight-line basis over the term of the operating lease.

The present value of future minimum lease payments is calculated using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate, which reflects the rate of interest the Company would pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. As most of the Company’s leases do not provide an implicit rate, the Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of the lease payments. In calculating the incremental borrowing rates, the Company considered recent ratings from credit agencies, recent trading prices on the Company’s debt, and current lease demographic information. The Company used the incremental borrowing rates on December 31, 2018 for newly recognized operating leases that commenced prior to that date. The Company applies the incremental borrowing rates at a portfolio level based on lease terms.

The Company has elected not to recognize on the balance sheet leases with an initial and expected term of 12 months or less, instead lease expense is recognized for these short-term leases on a straight-line basis over the lease term. For lease agreements entered into or reassessed upon adoption of ASC 842, the Company has elected to combine lease and non-lease components for each class of underlying asset based on a practical expedient permitted under ASC 842.

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. The standard describes three levels of inputs that may be used to measure fair value:  

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.  

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.


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 Measurement, 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 B-5 Loans are classified in Level 2 of the fair value hierarchy as of June 30, 2019 and December 31, 2018. The fair value of the term loans as of June 30, 2019 and December 31, 2018 approximate their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset.

Equity-Based Compensation

In accordance with ASC 718, Compensation-Stock Compensation, the Company measures the cost of employee services rendered in exchange for share-based compensation based upon the grant date fair market value.  The cost is recognized over the requisite service period, which is generally the vesting period unless service or performance conditions require otherwise.  The Company recognizes the impact of forfeitures as they occur.  The Company has granted stock options, time-vesting restricted shares and units and performance-vesting restricted shares and units.  

v3.19.2
Description of the Business and Basis of Presentation (Tables)
6 Months Ended
Jun. 30, 2019
Accounting Policies [Abstract]  
Schedule Of Cash Cash Equivalents And Restricted Cash

Restricted cash is recorded in other current assets in the accompanying unaudited condensed consolidated balance sheets. Restricted cash consists primarily of funds received from strategic partners for use in approved marketing and promotional activities.  

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

43,601

 

 

$

34,073

 

Restricted cash, included in other current assets

 

 

1,218

 

 

 

934

 

Total cash, cash equivalents and restricted cash

 

$

44,819

 

 

$

35,007

 

Deferred Revenue Balances

The following table reflects the Company’s deferred revenue balance as of June 30, 2019 and December 31, 2018:

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

173,487

 

 

$

111,181

 

Less: Deferred revenue, long-term portion, included in other liabilities

 

 

10,347

 

 

 

10,071

 

Deferred revenue, short-term portion

 

$

163,140

 

 

$

101,110

 

 

v3.19.2
Earnings (Loss) per Share (Tables)
6 Months Ended
Jun. 30, 2019
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) per Share

Earnings (loss) per share is computed as follows:

 

 

For the Three Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

52,651

 

 

 

81,520

 

 

$

0.65

 

 

$

22,697

 

 

 

86,399

 

 

$

0.26

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

647

 

 

 

 

 

 

 

 

 

 

 

486

 

 

 

 

 

Diluted earnings per share

 

$

52,651

 

 

 

82,167

 

 

$

0.64

 

 

$

22,697

 

 

 

86,885

 

 

$

0.26

 

 

 

 

For the Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

 

Net Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings (loss) per share

 

$

15,631

 

 

 

82,432

 

 

$

0.19

 

 

$

(40,147

)

 

 

86,305

 

 

$

(0.47

)

Effect of dilutive incentive-based awards

 

 

 

 

 

 

784

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

15,631

 

 

 

83,216

 

 

$

0.19

 

 

$

(40,147

)

 

 

86,305

 

 

$

(0.47

)

v3.19.2
Other Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2019
Payables And Accruals [Abstract]  
Schedule of Other Accrued Liabilities

Other accrued liabilities at June 30, 2019 and December 31, 2018, consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Accrued property taxes

 

$

7,134

 

 

$

 

Self-insurance reserve

 

 

7,203

 

 

 

6,895

 

Accrued interest

 

 

1,397

 

 

 

490

 

Other

 

 

5,074

 

 

 

15,681

 

Total other accrued expenses

 

$

20,808

 

 

$

23,066

 

v3.19.2
Long-Term Debt (Tables)
6 Months Ended
Jun. 30, 2019
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Long-term debt as of June 30, 2019 and December 31, 2018 consisted of the following:

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Term B-5 Loans (effective interest rate of 5.40% and 5.52% at

   June 30, 2019 and December 31, 2018, respectively)

 

$

1,515,636

 

 

$

1,523,389

 

Revolving credit facility (effective interest rate of 5.12% and

   5.17% at June 30, 2019 and December 31, 2018, respectively)

 

 

145,000

 

 

 

30,000

 

Total long-term debt

 

 

1,660,636

 

 

 

1,553,389

 

Less: discounts

 

 

(5,649

)

 

 

(6,564

)

Less: debt issuance costs

 

 

(5,782

)

 

 

(6,641

)

Less: current maturities, including revolving credit facility

 

 

(160,505

)

 

 

(45,505

)

Total long-term debt, net

 

$

1,488,700

 

 

$

1,494,679

 

 

Summary of Long-Term Debt Repayable

Long-term debt at June 30, 2019 is repayable as follows, and does not include the impact of any future voluntary prepayments. The outstanding balance under the Revolving Credit Facility is included below based on the Company’s intent to repay the borrowings.

Years Ending December 31:

 

(In thousands)

 

Remainder of 2019

 

$

152,754

 

2020

 

 

15,505

 

2021

 

 

15,505

 

2022

 

 

15,505

 

2023

 

 

15,505

 

Thereafter

 

 

1,445,862

 

Total

 

$

1,660,636

 

v3.19.2
Leases (Tables)
6 Months Ended
Jun. 30, 2019
Leases [Abstract]  
Schedule of Lease Balances and Classification on Unaudited Condensed Consolidated Balance Sheet

The tables below present the lease balances and their classification in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018:

 

 

 

 

 

June 30,

 

Leases

 

Classification

 

2019

 

Assets

 

 

 

(In thousands)

 

Operating leases

 

Right of use assets - operating

 

$

144,634

 

Financing leases

 

Other assets, net

 

 

3,806

 

Total lease assets

 

 

 

$

148,440

 

Liabilities

 

 

 

 

 

 

Current

 

 

 

 

 

 

Operating leases

 

Operating lease obligations

 

$

4,105

 

Financing leases

 

Other accrued liabilities

 

 

700

 

Noncurrent

 

 

 

 

 

 

Operating leases

 

Long-term operating lease obligations

 

 

127,099

 

Financing leases

 

Other liabilities

 

 

3,155

 

Total lease liabilities

 

 

 

$

135,059

 

 

 

 

 

 

December 31,

 

Leases

 

Classification

 

2018

 

Assets

 

 

 

(In thousands)

 

Favorable lease asset

 

Other intangible assets, net

 

$

13,961

 

Capital leases

 

Property and equipment, at cost

 

 

3,066

 

Capital leases, accumulated depreciation

 

Accumulated depreciation

 

 

(122

)

Total lease assets

 

 

 

$

16,905

 

Liabilities

 

 

 

 

 

 

Current

 

 

 

 

 

 

Capital leases

 

Other accrued liabilities

 

$

143

 

Noncurrent

 

 

 

 

 

 

Capital leases

 

Other liabilities

 

 

2,822

 

Total lease liabilities

 

 

 

$

2,965

 

Schedule of Lease Costs and Classification on Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

The table below presents the lease costs and their classification in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2019:

Lease Cost

 

Classification

 

Three Months Ended June 30, 2019

 

 

Six Months Ended June 30, 2019

 

 

 

 

 

(In thousands)

 

Operating lease cost

 

Operating expenses

 

$

4,023

 

 

$

6,781

 

Operating lease cost

 

Selling, general and administrative expenses

 

 

136

 

 

 

273

 

Financing lease cost

 

 

 

 

 

 

 

 

 

 

Amortization of leased assets

 

Depreciation and amortization

 

 

184

 

 

 

368

 

Interest on lease liabilities

 

Interest expense

 

 

37

 

 

 

77

 

Net lease cost

 

 

 

$

4,380

 

 

$

7,499

 

Schedule of Lease Maturities

The table below presents the Company’s lease maturities as of June 30, 2019:

 

 

Operating leases

 

 

 

 

 

Years Ending December 31,

 

Land lease

 

 

Other operating leases

 

 

Total operating leases

 

 

Financing leases

 

 

 

(In thousands)

 

Remainder of 2019

 

$

5,201

 

 

$

2,029

 

 

$

7,230

 

 

$

413

 

2020

 

 

10,401

 

 

 

3,843

 

 

 

14,244

 

 

 

825

 

2021

 

 

10,401

 

 

 

3,494

 

 

 

13,895

 

 

 

332

 

2022

 

 

10,401

 

 

 

2,497

 

 

 

12,898

 

 

 

208

 

2023

 

 

10,401

 

 

 

1,954

 

 

 

12,355

 

 

 

204

 

2024

 

 

10,401

 

 

 

1,740

 

 

 

12,141

 

 

 

201

 

Thereafter

 

 

244,431

 

 

 

2,993

 

 

 

247,424

 

 

 

2,593

 

Total lease payments

 

 

301,637

 

 

 

18,550

 

 

 

320,187

 

 

 

4,776

 

Less: Imputed interest

 

 

(185,865

)

 

 

(3,118

)

 

 

(188,983

)

 

 

(921

)

Present value of lease liabilities

 

$

115,772

 

 

$

15,432

 

 

$

131,204

 

 

$

3,855

 

Schedule of Future Minimum Lease Payments For Long-Term Non-Cancellable Operating and Financing Leases Under ASC 840

The table below presents the future minimum lease payments for long-term non-cancellable operating and financing leases under ASC 840 as of December 31, 2018:

Years Ending December 31,

 

Operating leases

 

 

Financing leases

 

 

 

(In thousands)

 

2019

 

$

16,578

 

 

$

231

 

2020

 

 

14,179

 

 

 

226

 

2021

 

 

13,111

 

 

 

220

 

2022

 

 

11,416

 

 

 

208

 

2023

 

 

10,479

 

 

 

204

 

Thereafter

 

 

265,234

 

 

 

2,794

 

Total lease payments

 

$

330,997

 

 

 

3,883

 

Less: Interest

 

 

 

 

 

 

(918

)

Total principal payable on financing leases

 

 

 

 

 

$

2,965

 

Schedule of Weighted Average Remaining Lease Terms and Applicable Discount Rates

The table below presents the weighted average remaining lease terms and applicable discount rates as of June 30, 2019:

Lease term and discount rate

 

 

 

 

Weighted average remaining lease term (years)

 

 

 

 

Operating leases

 

 

26.29

 

Financing leases

 

 

14.35

 

Weighted average discount rate

 

 

 

 

Operating leases

 

 

8.11

%

Financing leases

 

 

3.67

%

Schedule of Cash Flows and Supplemental Information Associated with Leasing Activities

The table below presents the cash flows and supplemental information associated with the Company’s leasing activities for the six months ended June 30, 2019:

Other Information

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

(In thousands)

 

Operating cash flows from operating leases

 

$

6,793

 

Operating cash flows from financing leases

 

$

77

 

Financing cash flows from financing leases

 

$

339

 

Right of use assets obtained in exchange for lease obligations

 

 

 

 

Financing leases

 

$

1,230

 

Operating leases

 

$

133,297

 

v3.19.2
Derivative Instruments and Hedging Activities (Tables)
6 Months Ended
Jun. 30, 2019
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets

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 unaudited condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018:

 

 

 

Liability Derivatives

 

 

Asset Derivatives

 

 

 

As of June 30, 2019

 

 

As of December 31, 2018

 

 

 

Balance Sheet

Location

 

Fair Value

 

 

Balance Sheet

Location

 

Fair Value

 

Derivatives designated as hedging instruments:

 

(In thousands)

 

Interest rate swap agreements

 

Other liabilities

 

$

3,619

 

 

Other assets

 

$

3,109

 

Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

Tabular Disclosure of the Effect of Derivative Instruments on the Statements of Comprehensive Income (Loss)

The table below presents the pretax effect of the Company’s derivative financial instruments on the unaudited condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2019 and 2018:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Derivatives in Cash Flow Hedging Relationships:

 

(In thousands)

 

(Loss) gain recognized in accumulated other comprehensive income (loss)

 

$

(3,572

)

 

$

3,777

 

 

$

(5,525

)

 

$

15,893

 

Loss reclassified from accumulated other comprehensive income (loss) to interest expense

 

$

(349

)

 

$

(383

)

 

$

(1,204

)

 

$

(2,234

)

Schedule of Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax

Changes in Accumulated Other Comprehensive Income (Loss)

The following table reflects the changes in accumulated other comprehensive income (loss), net of tax for the six months ended June 30, 2019:

 

 

Losses on Cash Flow Hedges

 

Accumulated other comprehensive income (loss):

 

(In thousands)

 

Accumulated other comprehensive income at December 31, 2018

 

 

 

 

 

$

2,284

 

Other comprehensive loss before reclassifications

 

 

(4,048

)

 

 

 

 

Amounts reclassified from accumulated other comprehensive income (loss) to interest expense

 

 

(882

)

 

 

 

 

Unrealized loss on derivatives, net of tax

 

 

 

 

 

 

(4,930

)

Accumulated other comprehensive loss at June 30, 2019

 

 

 

 

 

$

(2,646

)

v3.19.2
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2019
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis There were no transfers between Levels 1, 2 or 3 during the three and six months ended June 30, 2019. The Company did not have any assets measured on a recurring basis at fair value as of June 30, 2019. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of June 30, 2019:

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

June 30,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2019

 

Liabilities:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

3,619

 

 

$

 

 

$

3,619

 

Long-term obligations (b)

$

 

 

$

1,660,636

 

 

$

 

 

$

1,660,636

 

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $3.6 million as of June 30, 2019.

(b)

Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $160.5 million and long-term debt of $1.489 billion as of June 30, 2019.

There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2018. The following table presents the Company’s estimated fair value measurements and related classifications for assets and liabilities measured on a recurring basis as of December 31, 2018:

 

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

December 31,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2018

 

Assets:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

3,109

 

 

$

 

 

$

3,109

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term obligations (b)

$

 

 

$

1,553,389

 

 

$

 

 

$

1,553,389

 

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other assets of $3.1 million as of December 31, 2018.

(b)

Reflected at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet as current maturities of long-term debt of $45.5 million and long-term debt of $1.495 billion as of December 31, 2018.

v3.19.2
Equity-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Schedule of Equity Compensation Expense

Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) as follows:  

 

 

 

For the Three Months Ended

June 30,

 

 

For the Six Months Ended

June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

676

 

 

$

2,667

 

 

$

2,033

 

 

$

4,230

 

Equity compensation expense included in selling, general and administrative expenses

 

 

3,408

 

 

 

3,225

 

 

 

5,249

 

 

 

9,207

 

Total equity compensation expense

 

$

4,084

 

 

$

5,892

 

 

$

7,282

 

 

$

13,437

 

Schedule of Time-Vesting and Performance Vesting Restricted Share Awards

The activity related to the Company’s time-vesting and performance-vesting awards during the six months ended June 30, 2019 is as follows: 

 

 

 

 

 

 

 

 

 

 

Performance-Vesting Restricted Awards

 

 

 

Time-Vesting

Restricted Awards

 

 

Bonus Performance

Restricted Awards

 

 

Long-Term

Incentive

Performance

Restricted Awards

 

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

Outstanding at December 31, 2018

 

 

901,704

 

 

$

17.34

 

 

 

560,710

 

 

$

15.06

 

 

 

1,155,486

 

 

$

15.82

 

Granted

 

 

72,078

 

 

$

27.02

 

 

 

225,080

 

 

$

25.70

 

 

 

1,233,742

 

 

$

25.70

 

Vested

 

 

(144,340

)

 

$

18.75

 

 

 

(321,715

)

 

$

15.05

 

 

 

(32,233

)

 

$

15.36

 

Forfeited

 

 

(155,723

)

 

$

15.15

 

 

 

(259,814

)

 

$

15.93

 

 

 

(413,384

)

 

$

19.20

 

Outstanding at June 30, 2019

 

 

673,719

 

 

$

18.57

 

 

 

204,261

 

 

$

25.70

 

 

 

1,943,611

 

 

$

21.38

 

Schedule of Activity Related to Stock Option Awards

The activity related to the Company’s stock option awards during the six months ended June 30, 2019 is as follows:

 

 

 

Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life (in years)

 

 

Aggregate

Intrinsic Value       (in thousands)

 

Outstanding at December 31, 2018

 

 

764,577

 

 

$

18.05

 

 

 

 

 

 

 

 

 

Granted

 

 

430,390

 

 

$

25.70

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(92,095

)

 

$

20.97

 

 

 

 

 

 

 

 

 

Expired

 

 

(8,593

)

 

$

18.52

 

 

 

 

 

 

 

 

 

Exercised

 

 

(131,176

)

 

$

17.80

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2019

 

 

963,103

 

 

$

21.22

 

 

 

7.67

 

 

$

9,417

 

Exercisable at June 30, 2019

 

 

464,385

 

 

$

18.38

 

 

 

6.21

 

 

$

5,859

 

Schedule of Stock Options Valuation Assumptions

The weighted average grant date fair value of stock options granted during the six months ended June 30, 2019 was $8.45. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the six months ended June 30, 2019 were:

Risk-free interest rate

 

 

2.48

%

Expected volatility (a)

 

 

28.50

%

Expected dividend yield

 

 

0.00

%

Expected life (years) (b)

 

 

6.00

 

(a)

Due to the Company’s limited history as a public company, the volatility for the Company’s stock at the date of each grant was estimated using the average volatility calculated for a peer group, which is based upon daily price observations over the estimated term of options granted.

(b)

The expected life was estimated using the simplified method, as the Company does not have sufficient historical exercise data due to the limited period of time its common stock has been publicly traded.

v3.19.2
Restructuring and Other Separation Costs (Tables)
6 Months Ended
Jun. 30, 2019
Restructuring And Related Activities [Abstract]  
Schedule of Restructuring Related Activity

Related activity for the six months ended June 30, 2019 was as follows:

 

 

 

2019 Restructuring and other Separation Costs

 

 

2018 Restructuring Program

 

 

 

(In thousands)

 

Liability as of December 31, 2018

 

$

 

 

$

537

 

Costs incurred

 

 

2,632

 

 

 

 

Payments made

 

 

(2,481

)

 

 

(330

)

Liability as of June 30, 2019

 

$

151

 

 

$

207

 

 

v3.19.2
Description of the Business and Basis of Presentation - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
USD ($)
Business
Jun. 30, 2018
USD ($)
Jun. 30, 2019
USD ($)
Business
Segment
Jun. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
Business Description And Basis Of Presentation [Line Items]          
Number of theme parks owned and operated | Business 12   12    
Number of theme parks opened for a portion of the year | Business     7    
Number of reportable segment | Segment     1    
Long term deferred revenue $ 10,347   $ 10,347   $ 10,071
Revenue $ 405,992 $ 391,921 $ 626,567 $ 609,087  
ZHG Stock Purchase Agreement [Member]          
Business Description And Basis Of Presentation [Line Items]          
Type of Revenue [Extensible List] seas:FoodMerchandiseAndOtherRevenueMember seas:FoodMerchandiseAndOtherRevenueMember seas:FoodMerchandiseAndOtherRevenueMember seas:FoodMerchandiseAndOtherRevenueMember  
Revenue $ 0 $ 1,300 $ 1,700 $ 2,500  
Middle East Project [Member]          
Business Description And Basis Of Presentation [Line Items]          
Long term deferred revenue 10,000   10,000    
Deferred costs incurred under Middle East Project 4,400   4,400   3,800
Other Liabilities [Member]          
Business Description And Basis Of Presentation [Line Items]          
Long term deferred revenue $ 10,000   $ 10,000   $ 10,000
Certain Rides and Equipment [Member]          
Business Description And Basis Of Presentation [Line Items]          
Write-offs of property and equipment   $ 7,300   $ 7,700  
v3.19.2
Description of the Business and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Jun. 30, 2018
Dec. 31, 2017
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract]        
Cash and cash equivalents $ 43,601 $ 34,073    
Restricted cash, included in other current assets $ 1,218 $ 934    
Restricted cash, current, asset, statement of financial position [extensible list] us-gaap:OtherAssetsCurrent us-gaap:OtherAssetsCurrent    
Total cash, cash equivalents and restricted cash $ 44,819 $ 35,007 $ 34,720 $ 33,997
v3.19.2
Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Deferred Revenue Disclosure [Abstract]    
Deferred revenue, including long-term portion $ 173,487 $ 111,181
Less: Deferred revenue, long-term portion, included in other liabilities 10,347 10,071
Deferred revenue, short-term portion $ 163,140 $ 101,110
v3.19.2
Recent Accounting Pronouncements - Additional Information (Detail)
$ in Millions
6 Months Ended
Jun. 30, 2019
USD ($)
ASU 2018-02 [Member] | Gains (Losses) on Cash Flow Hedges [Member]  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Tax Cuts and Jobs Act of 2017, reclassification from accumulated other comprehensive income to accumulated deficit $ 1.1
v3.19.2
Earnings (Loss) per Share - Schedule of Earnings (Loss) per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Earnings Per Share [Abstract]        
Basic earnings (loss) per share, Net Income (Loss) $ 52,651 $ 22,697 $ 15,631 $ (40,147)
Diluted earnings (loss) per share, Net Income (Loss) $ 52,651 $ 22,697 $ 15,631 $ (40,147)
Basic earnings (loss) per share, Shares 81,520 86,399 82,432 86,305
Effect of dilutive incentive-based awards, Shares 647 486 784  
Diluted earnings (loss) per share, Shares 82,167 86,885 83,216 86,305
Basic earnings (loss) per share, Per Share Amount $ 0.65 $ 0.26 $ 0.19 $ (0.47)
Diluted earnings (loss) per share, Per Share Amount $ 0.64 $ 0.26 $ 0.19 $ (0.47)
v3.19.2
Earnings (Loss) per Share - Additional Information (Detail) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Earnings Per Share [Line Items]        
Anti-dilutive or potentially dilutive shares excluded from the computation of diluted earnings (loss) per share 407,000 2,023,000 253,000 3,882,000
Performance-vesting Restricted Awards [Member]        
Earnings Per Share [Line Items]        
Contingently issuable shares excluded from the calculation of diluted earnings (loss) per share     2,148,000 1,950,000
v3.19.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Income Tax Disclosure [Line Items]          
Effective tax rate 29.40% 34.60% 30.30% 21.90%  
Income tax rate at federal statutory rates 21.00% 21.00% 21.00% 21.00%  
State Tax Credit Carry Forwards [Member]          
Income Tax Disclosure [Line Items]          
Deferred tax assets, valuation allowance $ 5.3   $ 5.3   $ 2.8
v3.19.2
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Payables And Accruals [Abstract]    
Accrued property taxes $ 7,134  
Self-insurance reserve 7,203 $ 6,895
Accrued interest 1,397 490
Other 5,074 15,681
Total other accrued expenses $ 20,808 $ 23,066
v3.19.2
Other Accrued Liabilities - Additional Information (Detail)
$ in Millions
Dec. 31, 2018
USD ($)
EZPay Plan Class Action Lawsuit [Member]  
Other Accrued Liabilitiies [Line Items]  
Settlement of litigation accrued $ 11.5
v3.19.2
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Long-term debt $ 1,660,636 $ 1,553,389
Less: discounts (5,649) (6,564)
Less: debt issuance costs (5,782) (6,641)
Less: current maturities, including revolving credit facility (160,505) (45,505)
Total long-term debt, net 1,488,700 1,494,679
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Long-term debt 145,000 30,000
Term B-5 Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 1,515,636 $ 1,523,389
v3.19.2
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)
Jun. 30, 2019
Dec. 31, 2018
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate effective percentage 5.12% 5.17%
Term B-5 Loans [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate effective percentage 5.40% 5.52%
v3.19.2
Long-Term Debt - Additional Information (Detail)
6 Months Ended 12 Months Ended
Aug. 07, 2019
USD ($)
May 27, 2019
USD ($)
Oct. 31, 2018
Jan. 05, 2018
USD ($)
Jun. 30, 2019
USD ($)
Swap
Jun. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
Debt Instrument [Line Items]              
Long-term debt         $ 1,660,636,000   $ 1,553,389,000
Outstanding letters of credit         $ 20,400,000    
Interest Rate Swaps [Member]              
Debt Instrument [Line Items]              
Number of interest rate swaps held | Swap         5    
Notional amount of interest rate swap         $ 1,000,000,000.0    
Maturity of interest rate swap         May 14, 2020    
Weighted average fixed interest rate         2.45%    
Variable rate of interest         0.75%    
Variable rate of interest, description         variable rate of interest based upon the greater of 0.75% or the BBA LIBOR    
Share Repurchase Program [Member]              
Debt Instrument [Line Items]              
Stock repurchases under Share Repurchase Program   $ 150,000,000.0         158,000,000.0
Privately Negotiated Transaction [Member] | Share Repurchase Program [Member]              
Debt Instrument [Line Items]              
Stock repurchases under Share Repurchase Program         $ 150,000,000.0    
Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Cash paid for interest       $ 5,100,000 39,800,000 $ 43,700,000  
Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Long-term debt         145,000,000   30,000,000
Senior secured revolving         210,000,000.0    
Amount available for borrowing         $ 44,600,000    
Revolving Credit Facility [Member] | Subsequent Event [Member]              
Debt Instrument [Line Items]              
Repayment of revolving credit facility $ 115,000,000.0            
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
First lien secured net leverage ratio     625.00%        
Restrictive covenants, description     The Amended Credit Agreement removed all previous financial covenants on the Term B-5 Loans. The Revolving Credit Facility requires that SEA comply with a springing maximum first lien secured leverage ratio of 6.25x to be tested as of the last day of any fiscal quarter, solely to the extent that on such date the aggregate amount of funded loans and letters of credit (excluding undrawn letters of credit in an amount not to exceed $30.0 million and cash collateralized letters of credit) under the Revolving Credit Facility exceeds an amount equal to 35% of the then outstanding commitments under the Revolving Credit Facility. Based on the outstanding Revolving Credit Facility balance as of June 30, 2019, SEA was required to comply with this financial covenant.  As of June 30, 2019, SEA was in compliance with all covenants contained in the documents governing the Senior Secured Credit Facilities.   The Senior Secured Credit Facilities permit restricted payments in an aggregate amount per annum equal to the sum of (A) $25.0 million plus (B) an amount, if any, equal to (1) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment, is no greater than 3.50 to 1.00, an unlimited amount, (2) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.00 to 1.00 and greater than 3.50 to 1.00, the greater of (a) $95.0 million and (b) 7.50% of Market Capitalization (as defined in the Senior Secured Credit Facilities), (3) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 4.50 to 1.00 and greater than 4.00 to 1.00, $95.0 million and (4) if the total net leverage ratio on a pro forma basis after giving effect to the payment of any such restricted payment is no greater than 5.00 to 1.00 and greater than 4.50 to 1.00, $65.0 million.    
Percentage of Market Capitalization on restricted payment         7.50%    
First lien secured net leverage ratio         350.00%    
Total net leverage ratio, as calculated         355.00%    
Restrictive covenants, restricted payments available         $ 200,000,000.0    
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | Maximum [Member]              
Debt Instrument [Line Items]              
Excludable letters of credit under maximum required first lien secured leverage ratio         30,000,000.0    
Restricted payment on Senior Secured Credit Facilities, base payment         25,000,000.0    
Restricted payment on Senior Secured Credit Facilities, first payment         95,000,000.0    
Restricted payment on Senior Secured Credit Facilities, second payment         95,000,000.0    
Restricted payment on Senior Secured Credit Facilities, third payment         $ 65,000,000.0    
Total leverage ratio, one         400.00%    
Total leverage ratio, two         450.00%    
Total leverage ratio, three         500.00%    
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | Minimum [Member]              
Debt Instrument [Line Items]              
Minimum percentage of funded loan and letters of credit for covenant to apply         35.00%    
Total leverage ratio, one         350.00%    
Total leverage ratio, two         400.00%    
Total leverage ratio, three         450.00%    
Term B-5 Loans [Member]              
Debt Instrument [Line Items]              
Long-term debt         $ 1,515,636,000   $ 1,523,389,000
Long-term debt, maturity date         Mar. 31, 2024    
Percent of original principal amount on effective date used to calculate aggregate annual amount which will amortize in equal quarterly installments         1.015%    
v3.19.2
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Maturities Of Long Term Debt [Abstract]    
Remainder of 2019 $ 152,754  
2020 15,505  
2021 15,505  
2022 15,505  
2023 15,505  
Thereafter 1,445,862  
Long-term debt $ 1,660,636 $ 1,553,389
v3.19.2
Leases - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
USD ($)
a
Jun. 30, 2019
USD ($)
a
Mile
Dec. 31, 2018
USD ($)
Lessee Lease Description [Line Items]      
Number of area not to use within the radius of land lease | Mile   560  
Estimated incremental borrowing rate 8.20% 8.20%  
Operating lease, lease payment, description   The minimum yearly rent is adjusted every three years to an amount equal to 80% of the average accounting year rent actually paid for the three previous years.  
Number of percentage of average accounting year rent adjusted on minimum yearly rent   80.00%  
Rent expense $ 10,400 $ 10,400 $ 16,578
Operating lease payments related to options to extend lease terms   7,200  
Operating Expenses and Selling, General and Administrative Expenses [Member]      
Lessee Lease Description [Line Items]      
Short term rent expense 1,100 1,900  
ASU 2016-02 [Member]      
Lessee Lease Description [Line Items]      
Lease asset net balance reclassified $ 14,000 $ 14,000  
City of San Deigo [Member]      
Lessee Lease Description [Line Items]      
Number of land lease area | a 190 190  
Mission Bay Park, California (Premises) [Member]      
Lessee Lease Description [Line Items]      
Number of land lease area | a 17 17  
Current lease term   2048-06  
Rent expense $ 3,000 $ 4,700  
Maximum [Member]      
Lessee Lease Description [Line Items]      
Term of lease 12 months 12 months  
Lease renewal term 10 years 10 years  
Minimum [Member]      
Lessee Lease Description [Line Items]      
Lease renewal term 1 year 1 year  
v3.19.2
Leases - Schedule of Lease Balances and Classification on Unaudited Condensed Consolidated Balance Sheet (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Lessee Lease Description [Line Items]    
Operating leases $ 144,634  
Total lease assets 148,440 $ 16,905
Current    
Operating leases 4,105  
Noncurrent    
Operating leases 127,099  
Total lease liabilities 135,059 2,965
Other Intangible Assets, Net [Member]    
Lessee Lease Description [Line Items]    
Operating leases   13,961
Other Assets Net [Member]    
Lessee Lease Description [Line Items]    
Financing/Capital leases 3,806  
Property and Equipment, at Cost [Member]    
Lessee Lease Description [Line Items]    
Financing/Capital leases   3,066
Capital leases, accumulated depreciation   (122)
Other Accrued Liabilities [Member]    
Current    
Financing/Capital leases 700 143
Other Liabilities [Member]    
Noncurrent    
Financing/Capital leases $ 3,155 $ 2,822
v3.19.2
Leases - Schedule of Lease Costs and Classification on Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2019
Lease Cost    
Net lease cost $ 4,380 $ 7,499
Operating Expense [Member]    
Lessee Lease Description [Line Items]    
Operating lease cost 4,023 6,781
Selling, General and Administrative Expenses [Member]    
Lessee Lease Description [Line Items]    
Operating lease cost 136 273
Depreciation and Amortization [Member]    
Financing lease cost    
Amortization of leased assets 184 368
Interest Expense [Member]    
Financing lease cost    
Interest on lease liabilities $ 37 $ 77
v3.19.2
Leases - Schedule of Lease Maturities (Detail)
$ in Thousands
Jun. 30, 2019
USD ($)
Operating leases  
Remainder of 2019 $ 7,230
2020 14,244
2021 13,895
2022 12,898
2023 12,355
2024 12,141
Thereafter 247,424
Total lease payments 320,187
Less: Imputed interest (188,983)
Present value of lease liabilities 131,204
Financing leases  
Remainder of 2019 413
2020 825
2021 332
2022 208
2023 204
2024 201
Thereafter 2,593
Total lease payments 4,776
Less: Imputed interest (921)
Present value of lease liabilities 3,855
Land Lease [Member]  
Operating leases  
Remainder of 2019 5,201
2020 10,401
2021 10,401
2022 10,401
2023 10,401
2024 10,401
Thereafter 244,431
Total lease payments 301,637
Less: Imputed interest (185,865)
Present value of lease liabilities 115,772
Other Operating Leases [Member]  
Operating leases  
Remainder of 2019 2,029
2020 3,843
2021 3,494
2022 2,497
2023 1,954
2024 1,740
Thereafter 2,993
Total lease payments 18,550
Less: Imputed interest (3,118)
Present value of lease liabilities $ 15,432
v3.19.2
Leases - Schedule of Future Minimum Lease Payments For Long-Term Non-Cancellable Operating and Financing Leases Under ASC 840 (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Operating leases    
2019 $ 10,400 $ 16,578
2020   14,179
2021   13,111
2022   11,416
2023   10,479
Thereafter   265,234
Total lease payments   330,997
Financing leases    
2019   231
2020   226
2021   220
2022   208
2023   204
Thereafter   2,794
Total lease payments   3,883
Less: Interest   (918)
Total principal payable on financing leases   $ 2,965
v3.19.2
Leases - Schedule of Weighted Average Remaining Lease Terms and Applicable Discount Rates (Detail)
Jun. 30, 2019
Leases [Abstract]  
Operating lease, weighted average remaining lease term (years) 26 years 3 months 14 days
Finance lease, weighted average remaining lease term (years) 14 years 4 months 6 days
Operating lease, weighted average discount rate 8.11%
Finance lease, weighted average discount rate 3.67%
v3.19.2
Leases - Schedule of Cash Flows and Supplemental Information Associated with Leasing Activities (Detail)
$ in Thousands
6 Months Ended
Jun. 30, 2019
USD ($)
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flows from operating leases $ 6,793
Operating cash flows from financing leases 77
Financing cash flows from financing leases 339
Right of use assets obtained in exchange for lease obligations  
Financing leases 1,230
Operating leases $ 133,297
v3.19.2
Derivative Instruments and Hedging Activities - Additional Information (Detail)
Jun. 30, 2019
USD ($)
Swap
Dec. 31, 2018
USD ($)
Derivative Instruments, Gain (Loss) [Line Items]    
Reclassified as a increase to interest expense, expected during the next 12 months $ 3,700,000  
Termination value of derivatives in a net liability position 3,700,000  
Collateral posted relating to credit risk-related contingent features 0  
Interest Rate Swaps [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Notional amount of interest rate swap $ 1,000,000,000.0  
Number of interest rate swaps held | Swap 5  
Not Designated as Hedge Accounting Relationships [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Derivatives outstanding $ 0 $ 0
v3.19.2
Derivative Instruments and Hedging Activities - Fair Value of Company's Derivative Financial Instruments Classification on Unaudited Condensed Consolidated Balance Sheets (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Other Liabilities [Member]    
Derivatives Fair Value [Line Items]    
Liability Derivatives Fair Value $ 3,600  
Other Assets [Member]    
Derivatives Fair Value [Line Items]    
Assets Derivatives Fair Value   $ 3,100
Interest Rate Swaps [Member] | Other Liabilities [Member]    
Derivatives Fair Value [Line Items]    
Liability Derivatives Fair Value $ 3,619  
Interest Rate Swaps [Member] | Other Assets [Member]    
Derivatives Fair Value [Line Items]    
Assets Derivatives Fair Value   $ 3,109
v3.19.2
Derivative Instruments and Hedging Activities - Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Derivatives in Cash Flow Hedging Relationships:        
(Loss) gain recognized in accumulated other comprehensive income (loss) $ (3,572) $ 3,777 $ (5,525) $ 15,893
Loss reclassified from accumulated other comprehensive income (loss) to interest expense $ (349) $ (383) $ (1,204) $ (2,234)
v3.19.2
Derivative Instruments and Hedging Activities - Schedule of Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Detail)
$ in Thousands
6 Months Ended
Jun. 30, 2019
USD ($)
Accumulated other comprehensive income (loss):  
Beginning Balance $ 265,194
Ending Balance 131,548
Accumulated Other Comprehensive Income [Member]  
Accumulated other comprehensive income (loss):  
Beginning Balance 2,284
Ending Balance (2,646)
Gains (Losses) on Cash Flow Hedges [Member]  
Accumulated other comprehensive income (loss):  
Other comprehensive loss before reclassifications (4,048)
Amounts reclassified from accumulated other comprehensive income (loss) to interest expense (882)
Unrealized loss on derivatives, net of tax $ (4,930)
v3.19.2
Fair Value Measurements - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2019
Jun. 30, 2019
Dec. 31, 2018
Fair Value Disclosures [Abstract]      
Transfers between Levels $ 0 $ 0 $ 0
Assets measured at fair value $ 0 $ 0  
v3.19.2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Liabilities:    
Derivative financial instruments $ 3,619  
Long-term obligations 1,660,636 $ 1,553,389
Assets:    
Derivative financial instruments   3,109
Significant Other Observable Inputs (Level 2) [Member]    
Liabilities:    
Derivative financial instruments 3,619  
Long-term obligations $ 1,660,636 1,553,389
Assets:    
Derivative financial instruments   $ 3,109
v3.19.2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Current maturities of long-term debt $ 160,505 $ 45,505
Total long-term debt, net 1,488,700 1,494,679
Other Liabilities [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liability Derivatives Fair Value $ 3,600  
Other Assets [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Assets Derivatives Fair Value   $ 3,100
v3.19.2
Related-Party Transactions - Additional Information (Detail)
3 Months Ended 6 Months Ended 12 Months Ended
May 27, 2019
USD ($)
Director
$ / shares
shares
May 08, 2017
shares
Jun. 30, 2019
USD ($)
shares
Jun. 30, 2018
shares
Jun. 30, 2019
Jun. 30, 2018
shares
Dec. 31, 2018
USD ($)
Mar. 24, 2017
Related Party Transaction [Line Items]                
Stock repurchased agreement closing date         May 30, 2019      
Share Repurchase Program [Member]                
Related Party Transaction [Line Items]                
Stock Repurchase Program, number of shares repurchased | shares 5,615,874   5,615,874 0   0    
Stock repurchases under Share Repurchase Program | $ $ 150,000,000.0           $ 158,000,000.0  
Price per share | $ / shares $ 26.71              
Zhonghong Zhuoye Group [Member]                
Related Party Transaction [Line Items]                
Percentage of common stock outstanding by partnership               21.00%
Sun Wise [Member]                
Related Party Transaction [Line Items]                
Beneficial ownership of common stock, shares | shares   19,452,063            
Hill Path Capital LP [Member]                
Related Party Transaction [Line Items]                
Percentage of common stock outstanding by partnership 34.60%              
Price per share | $ / shares $ 26.71              
Stock Repurchase Program, number of shares repurchased | shares 13,214,000              
Stock purchase agreement closing date         May 30, 2019      
Reimbursable expenses incurred | $ $ 250,000              
Percentage shares held 24.90%              
Hill Path Capital LP [Member] | Maximum [Member]                
Related Party Transaction [Line Items]                
Number of directors appointed | Director 3              
Reimbursable expenses incurred | $     $ 250,000          
v3.19.2
Commitments and Contingencies - Additional Information (Detail) - USD ($)
6 Months Ended
Apr. 18, 2019
Jun. 30, 2019
Apr. 30, 2018
Commitments And Contingencies [Line Items]      
License agreement term, description   On May 16, 2017, SEA entered into a License Agreement (the “License Agreement”) with Sesame Workshop (“Sesame”), a New York not-for-profit corporation.  SEA’s principal commitments pursuant to the License Agreement include: (i) opening a new Sesame Place theme park no later than mid-2021 in a location to be determined; (ii) building a new Sesame Land in SeaWorld Orlando by fall 2022; (iii) investing in minimum annual capital and marketing thresholds; and (iv) providing support for agreed upon sponsorship and charitable initiatives.  As of June 30, 2019, the Company estimates the combined remaining obligations for these commitments could be up to approximately $60.0 million over the remaining term of the agreement.  After the opening of the second Standalone Park (counting the existing Sesame Place Standalone Park in Langhorne, Pennsylvania), SEA will have the option to build additional Standalone Parks in the Sesame Territory within agreed upon timelines.  The License Agreement has an initial term through December 31, 2031, with an automatic additional 15 year extension plus a five year option added to the term of the License Agreement from December 31st of the year of each new Standalone Park opening. On March 27, 2019, the Company opened a new Sesame Land in SeaWorld Orlando.  
EZPay Plan Class Action Lawsuit [Member]      
Commitments And Contingencies [Line Items]      
Estimated liability for legal settlement     $ 11,500,000
Settlement of litigation $ 11,500,000    
Maximum [Member]      
Commitments And Contingencies [Line Items]      
Estimated combined remaining obligations for commitments   $ 60,000,000.0  
Minimum [Member]      
Commitments And Contingencies [Line Items]      
Amount in controversy, not recorded   $ 5,000,000.0  
v3.19.2
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Equity-based compensation $ 4,084 $ 5,892 $ 7,282 $ 13,437
Operating Expense [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Equity-based compensation 676 2,667 2,033 4,230
Selling, General and Administrative Expenses [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Equity-based compensation $ 3,408 $ 3,225 $ 5,249 $ 9,207
v3.19.2
Equity-Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Recognized equity-based compensation expense $ 1.0   $ 5.5
Weighted average grant-date fair value of stock options   $ 8.45  
Long-Term Incentive Options [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting period   3 years  
Vesting percentage, per year   33.00%  
Long-Term Incentive Performance Restricted Units [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Award vesting terms   The Long-Term Incentive Performance Restricted Units have a three-year performance period beginning on January 1, 2019 and ending on December 31, 2021 and vest based upon the Company’s achievement of specified performance goals for Fiscal 2021, as defined by the 2019 Long-Term Incentive Grant. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 100% (for target or above performance). Upon achievement of the performance goals, only 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. The goal achieved must be met again or exceeded the next fiscal year before the remaining units are earned.  
Long-Term Incentive Time Restricted Units [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting period   3 years  
Vesting percentage, per year   33.00%  
Omnibus Incentive Plan [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Common stock reserved for future issuance, gross   15,000,000  
Shares available for future issuance   8,710,000  
2019 Bonus Plan [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Percentage of bonus payable by cash   50.00%  
2019 Bonus Plan [Member] | Bonus Performance Restricted Units [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Percentage of bonus payable by units   50.00%  
2019 Bonus Plan [Member] | Below Threshold Performance Bonus Restricted Units [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting percentage, per year   0.00%  
2019 Bonus Plan [Member] | At or Above Maximum Performance Bonus Restricted Units [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting percentage, per year   200.00%  
2019 Long-Term Incentive Plan [Member] | Long-Term Incentive Performance Restricted Units [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Performance period   3 years  
2019 Long-Term Incentive Plan Below Threshold Performance [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting percentage, per year   0.00%  
2019 Long-Term Incentive Plan At or Above Maximum Performance [Member]      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting percentage, per year   100.00%  
v3.19.2
Equity-Based Compensation - Schedule of Employee Stock Performance Activity (Detail)
6 Months Ended
Jun. 30, 2019
$ / shares
shares
Time-Vesting Restricted Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Shares/Units, Outstanding, Beginning Balance | shares 901,704
Shares/Units, Granted | shares 72,078
Shares/Units, Vested | shares (144,340)
Shares/Units, Forfeited | shares (155,723)
Shares/Units, Outstanding, Ending Balance | shares 673,719
Weighted Average Grant Date Fair Value per Award, Outstanding, Beginning Balance | $ / shares $ 17.34
Weighted Average Grant Date Fair Value per Award, Granted | $ / shares 27.02
Weighted Average Grant Date Fair Value per Award, Vested | $ / shares 18.75
Weighted Average Grant Date Fair Value per Award, Forfeited | $ / shares 15.15
Weighted Average Grant Date Fair Value per Award, Outstanding, Ending Balance | $ / shares $ 18.57
Bonus Performance Restricted Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Shares/Units, Outstanding, Beginning Balance | shares 560,710
Shares/Units, Granted | shares 225,080
Shares/Units, Vested | shares (321,715)
Shares/Units, Forfeited | shares (259,814)
Shares/Units, Outstanding, Ending Balance | shares 204,261
Weighted Average Grant Date Fair Value per Award, Outstanding, Beginning Balance | $ / shares $ 15.06
Weighted Average Grant Date Fair Value per Award, Granted | $ / shares 25.70
Weighted Average Grant Date Fair Value per Award, Vested | $ / shares 15.05
Weighted Average Grant Date Fair Value per Award, Forfeited | $ / shares 15.93
Weighted Average Grant Date Fair Value per Award, Outstanding, Ending Balance | $ / shares $ 25.70
Long-Term Incentive Performance Restricted Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Shares/Units, Outstanding, Beginning Balance | shares 1,155,486
Shares/Units, Granted | shares 1,233,742
Shares/Units, Vested | shares (32,233)
Shares/Units, Forfeited | shares (413,384)
Shares/Units, Outstanding, Ending Balance | shares 1,943,611
Weighted Average Grant Date Fair Value per Award, Outstanding, Beginning Balance | $ / shares $ 15.82
Weighted Average Grant Date Fair Value per Award, Granted | $ / shares 25.70
Weighted Average Grant Date Fair Value per Award, Vested | $ / shares 15.36
Weighted Average Grant Date Fair Value per Award, Forfeited | $ / shares 19.20
Weighted Average Grant Date Fair Value per Award, Outstanding, Ending Balance | $ / shares $ 21.38
v3.19.2
Equity-Based Compensation - Schedule of Activity Related to Stock Option Awards (Detail) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Options, Outstanding, Beginning Balance 764,577
Options, Granted 430,390
Options, Forfeited (92,095)
Options, Expired (8,593)
Options, Exercised (131,176)
Options, Outstanding, Ending Balance 963,103
Options, Exercisable at June 30, 2019 464,385
Weighted Average Exercise Price, Outstanding, Beginning Balance $ 18.05
Weighted Average Exercise Price, Granted 25.70
Weighted Average Exercise Price, Forfeited 20.97
Weighted Average Exercise Price, Expired 18.52
Weighted Average Exercise Price, Exercised 17.80
Weighted Average Exercise Price, Outstanding, Ending Balance 21.22
Weighted Average Exercise Price, Exercisable at June 30, 2019 $ 18.38
Weighted Average Remaining Contractual Life, Outstanding at June 30, 2019 7 years 8 months 1 day
Weighted Average Remaining Contractual Life, Exercisable at June 30, 2019 6 years 2 months 15 days
Aggregate Intrinsic Value, Outstanding at June 30, 2019 $ 9,417
Aggregate Intrinsic Value, Exercisable at June 30, 2019 $ 5,859
v3.19.2
Equity-Based Compensation - Schedule of Stock Options Valuation Assumptions (Detail)
6 Months Ended
Jun. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Risk-free interest rate 2.48%
Expected volatility 28.50%
Expected dividend yield 0.00%
Expected life (years) 6 years
v3.19.2
Stockholders' Equity - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
May 27, 2019
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2018
Dec. 31, 2018
Aug. 02, 2019
Mar. 31, 2019
Feb. 22, 2019
Feb. 21, 2019
Mar. 31, 2018
Dec. 31, 2017
Stockholders Equity [Line Items]                      
Common stock, shares issued   93,884,971     93,400,929            
Treasury stock, shares   15,790,463     10,174,589            
Share Repurchase Program [Member]                      
Stockholders Equity [Line Items]                      
Share Repurchase Program, authorized amount               $ 250,000,000.0 $ 250,000,000.0    
Stock repurchases under Share Repurchase Program $ 150,000,000.0       $ 158,000,000.0            
Stock Repurchase Program, number of shares repurchased 5,615,874 5,615,874 0 0              
Share Repurchase Program [Member] | Subsequent Event [Member]                      
Stockholders Equity [Line Items]                      
Share Repurchase Program, authorized amount           $ 250,000,000.0          
Stock Repurchase Program, replenishment amount           $ 150,000,000.0          
Common Stock [Member]                      
Stockholders Equity [Line Items]                      
Common stock, shares issued   93,884,971 93,060,175 93,060,175 93,400,929   93,748,617     92,889,547 92,637,403
Number of unvested shares   581,013                  
Restricted Stock Units [Member]                      
Stockholders Equity [Line Items]                      
Number of unvested shares   2,240,578                  
v3.19.2
Restructuring and Other Separation Costs - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 27, 2018
USD ($)
Jun. 30, 2019
USD ($)
Sep. 30, 2018
Position
Jun. 30, 2018
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2018
USD ($)
Dec. 31, 2018
USD ($)
Restructuring Cost And Reserve [Line Items]              
Restructuring and other separation costs   $ 66   $ 3,691 $ 2,632 $ 12,526  
Severance related benefits $ 6,700            
2018 Restructuring Program [Member]              
Restructuring Cost And Reserve [Line Items]              
Restructuring costs, description         In August 2018, the Company announced a restructuring program (the “2018 Restructuring Program”) focused on reducing costs, improving operating margins and streamlining its management structure to create efficiencies and better align with its strategic business objectives.  The 2018 Restructuring Program involved the elimination of approximately 125 positions during the third quarter of 2018 across the Company’s theme parks and its corporate headquarters. As a result, during the year ended December 31, 2018, the Company recorded approximately $5.5 million in pre-tax restructuring charges primarily related to severance and other termination benefits, of which, $1.8 million was incurred during the three and six months ended June 30, 2018, which is included in restructuring and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). The Company will not incur any additional costs associated with the 2018 Restructuring Program in 2019 as all continuing service obligations were completed as of December 31, 2018.    
Number of positions eliminated | Position     125        
Restructuring and other related costs incurred to date       $ 1,800   $ 1,800 $ 5,500
v3.19.2
Restructuring and Other Separation Costs - Schedule of Restructuring Program Activity (Detail) - Severance and Other Employment Expenses [Member]
$ in Thousands
6 Months Ended
Jun. 30, 2019
USD ($)
2019 Restructuring and Other Separation Costs [Member]  
Restructuring Cost And Reserve [Line Items]  
Costs incurred $ 2,632
Payments made (2,481)
Liability, ending balance 151
2018 Restructuring Program [Member]  
Restructuring Cost And Reserve [Line Items]  
Liability, beginning balance 537
Payments made (330)
Liability, ending balance $ 207