SEAWORLD ENTERTAINMENT, INC., 10-Q filed on 8/7/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2018
Aug. 02, 2018
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2018  
Document Fiscal Year Focus 2018  
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 Common Stock, Shares Outstanding   87,831,235
v3.10.0.1
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Current assets:    
Cash and cash equivalents $ 33,452 $ 33,178
Accounts receivable, net 72,558 38,400
Inventories 39,769 30,887
Prepaid expenses and other current assets 17,317 16,310
Total current assets 163,096 118,775
Property and equipment, at cost 3,042,910 2,952,074
Accumulated depreciation (1,343,446) (1,276,833)
Property and equipment, net 1,699,464 1,675,241
Goodwill, net 66,278 66,278
Trade names/trademarks, net 159,071 159,802
Other intangible assets, net 14,476 14,896
Deferred tax assets, net 40,955 32,820
Other assets 20,154 17,970
Total assets 2,163,494 2,085,782
Current liabilities:    
Accounts payable and accrued expenses 131,149 100,573
Current maturities of long-term debt 23,707 38,707
Accrued salaries, wages and benefits 22,337 14,554
Deferred revenue 157,986 79,554
Dividends payable 124 470
Other accrued liabilities 32,701 19,612
Total current liabilities 368,004 253,470
Long-term debt, net of debt issuance costs of $7,639 and $9,045 as of June 30, 2018 and December 31, 2017, respectively 1,494,066 1,503,609
Other liabilities 31,743 41,237
Total liabilities 1,893,813 1,798,316
Commitments and contingencies (Note 10)
Stockholders’ Equity:    
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at June 30, 2018 and December 31, 2017
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 93,060,175 and 92,637,403 shares issued at June 30, 2018 and December 31, 2017, respectively 931 926
Additional paid-in capital 653,714 641,324
Accumulated other comprehensive income (loss) 3,797 (5,076)
Accumulated deficit (233,890) (194,837)
Treasury stock, at cost (6,519,773 shares at June 30, 2018 and December 31, 2017) (154,871) (154,871)
Total stockholders’ equity 269,681 287,466
Total liabilities and stockholders’ equity $ 2,163,494 $ 2,085,782
v3.10.0.1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Statement Of Financial Position [Abstract]    
Debt issuance costs $ 7,639 $ 9,045
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 93,060,175 92,637,403
Treasury stock, shares 6,519,773 6,519,773
v3.10.0.1
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Net revenues:        
Total revenues $ 391,921 $ 373,750 $ 609,087 $ 560,107
Costs and expenses:        
Cost of food, merchandise and other revenues 31,899 29,061 48,950 43,544
Operating expenses (exclusive of depreciation and amortization shown separately below and includes equity compensation of $2,667 and $3,918 for the three months ended June 30, 2018 and 2017, respectively, and $4,230 and $4,854 for the six months ended June 30, 2018 and 2017, respectively) 190,100 189,269 345,573 346,593
Selling, general and administrative (includes equity compensation of $3,225 and $7,988 for the three months ended June 30, 2018 and 2017, respectively, and $9,207 and $11,166 for the six months ended June 30, 2018 and 2017, respectively) 71,003 69,152 134,527 121,570
Goodwill impairment charges   269,332   269,332
Restructuring and other separation costs 3,691   12,526  
Depreciation and amortization 40,018 39,500 78,448 78,367
Total costs and expenses 336,711 596,314 620,024 859,406
Operating income (loss) 55,210 (222,564) (10,937) (299,299)
Other (income) expense, net (42) 83 21 (3)
Interest expense 20,561 19,452 40,474 37,713
Loss on early extinguishment of debt and write-off of discounts and debt issuance costs   123   8,143
Income (loss) before income taxes 34,691 (242,222) (51,432) (345,152)
Provision for (benefit from) income taxes 11,994 (66,372) (11,285) (108,173)
Net income (loss) 22,697 (175,850) (40,147) (236,979)
Other comprehensive income (loss):        
Unrealized gain (loss) on derivatives, net of tax 2,476 (706) 9,967 1,698
Comprehensive income (loss) $ 25,173 $ (176,556) $ (30,180) $ (235,281)
Income (loss) per share:        
Net income (loss) per share, basic $ 0.26 $ (2.05) $ (0.47) $ (2.77)
Net income (loss) per share, diluted $ 0.26 $ (2.05) $ (0.47) $ (2.77)
Weighted average common shares outstanding:        
Basic 86,399 85,745 86,305 85,560
Diluted 86,885 85,745 86,305 85,560
Admissions [Member]        
Net revenues:        
Total revenues $ 225,806 $ 224,951 $ 355,809 $ 340,040
Food, Merchandise and Other [Member]        
Net revenues:        
Total revenues $ 166,115 $ 148,799 $ 253,278 $ 220,067
v3.10.0.1
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Equity-based compensation expense $ 5,900 $ 11,900 $ 13,437 $ 16,020
Operating Expense [Member]        
Equity-based compensation expense 2,667 3,918 4,230 4,854
Selling, General and Administrative Expenses [Member]        
Equity-based compensation expense $ 3,225 $ 7,988 $ 9,207 $ 11,166
v3.10.0.1
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity - 6 months ended Jun. 30, 2018 - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive (Loss) Income [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 92,637,403        
Impact of adoption of ASU 2018-02       1,094 (1,094)  
Equity-based compensation $ 13,437   13,437      
Unrealized gain on derivatives, net of tax 9,967       9,967  
Vesting of restricted shares   $ 5 (5)      
Vesting of restricted shares, shares   495,206        
Shares withheld for tax withholdings (2,269) $ (1) (2,268)      
Shares withheld for tax withholdings, shares   (137,024)        
Exercise of stock options $ 1,185 $ 1 1,184      
Exercise of stock options, shares 64,590 64,590        
Adjustments to previous dividend declarations $ 42   42      
Net loss (40,147)     (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 93,060,175        
v3.10.0.1
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical)
$ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
Accumulated Other Comprehensive (Loss) Income [Member]  
Unrealized gain on derivatives, tax expense $ (3,692)
v3.10.0.1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Cash Flows From Operating Activities:    
Net loss $ (40,147) $ (236,979)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Goodwill impairment charges   269,332
Depreciation and amortization 78,448 78,367
Amortization of debt issuance costs and discounts 2,311 2,467
Loss on early extinguishment of debt and write-off of discounts and debt issuance costs   8,143
Loss on sale or disposal of assets 7,651 1,948
Deferred benefit from income tax (11,823) (108,173)
Equity-based compensation 13,437 16,020
Changes in assets and liabilities:    
Accounts receivable (43,858) (23,037)
Inventories (8,882) (9,544)
Prepaid expenses and other current assets (558) 2,674
Accounts payable and accrued expenses 22,487 25,755
Accrued salaries, wages and benefits 7,783 (8,204)
Deferred revenue 87,724 72,278
Other accrued liabilities 13,050 (4,800)
Other assets and liabilities (809) 2,056
Net cash provided by operating activities 126,814 88,303
Cash Flows From Investing Activities:    
Capital expenditures (97,372) (103,175)
Other investing activities (477)  
Net cash used in investing activities (97,849) (103,175)
Cash Flows From Financing Activities:    
Proceeds from issuance of debt   998,306
Repayments of long-term debt (11,854) (1,015,056)
Proceeds from draw on revolving credit facility 55,000 80,649
Repayments of revolving credit facility (70,000) (65,000)
Debt issuance costs   (15,390)
Dividends paid to stockholders (304) (1,502)
Payment of tax withholdings on equity-based compensation through shares withheld (2,269) (1,470)
Exercise of stock options 1,185 11
Net cash used in financing activities (28,242) (19,452)
Change in Cash and Cash Equivalents, including Restricted Cash 723 (34,324)
Cash and Cash Equivalents, including Restricted Cash—Beginning of period 33,997 69,378
Cash and Cash Equivalents, including Restricted Cash—End of period 34,720 35,054
Supplemental Disclosures of Noncash Investing and Financing Activities    
Capital expenditures in accounts payable 32,715 33,132
Dividends declared, but unpaid $ 124 $ 665
v3.10.0.1
Description of the Business and Basis of Presentation
6 Months Ended
Jun. 30, 2018
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, 2017 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, 2017 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, 2018 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, 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,

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

33,452

 

 

$

33,178

 

Restricted cash, included in other current assets

 

 

1,268

 

 

 

819

 

Total cash, cash equivalents and restricted cash

 

$

34,720

 

 

$

33,997

 

 

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

Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method. The adoption of ASC 606 did not have a material impact on the Company’s existing or new contracts as of January 1, 2018; therefore, no cumulative adjustment to beginning retained earnings was required as a result of adoption.

ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contracts with customers; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the company satisfies the performance obligations. ASC 606 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. Total revenues in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) are presented net of sales-related taxes collected from guests and remitted or payable to government taxing authorities.

Admissions Revenue

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products.  As allowed by the practical expedient available to public companies under ASC 606, admission products with similar characteristics are analyzed using a portfolio approach for each separate park as the Company expects that the effects on the consolidated financial statements of applying this guidance to the portfolio does not differ materially from applying the guidance to individual contracts within the portfolio. 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.  

The Company has also entered into agreements with certain external theme park, zoo and other attraction operators to jointly market and sell single and multi-use admission products. These joint products allow admission to both a Company park and an external park, zoo or other attraction. The agreements with the external partners specify the allocation of revenue to the Company from any jointly sold products. Whether the Company or the external partner sells the product, the Company’s portion of revenue is deferred until the first time the product is redeemed at one of its parks and recognized over its related use in a manner consistent with the Company’s own admission products.

Additionally, the Company barters theme park admission products and sponsorship opportunities for advertising, employee recognition awards, and various other services. The fair value of the products or services is recognized into admissions revenue and related expenses at the time of the exchange and approximates the estimated fair value first of the goods or services provided then received, whichever is more readily determinable. Amounts included within admissions revenue with an offset to either selling, general and administrative expenses or operating expenses in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) related to bartered ticket transactions were $5.7 million and $8.6 million, respectively, for the three and six months ended June 30, 2018, and $6.5 million and $11.0 million, respectively, for the three and six months ended June 30, 2017.

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 June 30, 2018, $10.5 million is included in other liabilities in the accompanying unaudited condensed consolidated balance sheets related to the long-term portion of deferred revenue, of which $10.0 million relates 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 changes in deferred revenue for the six months ended June 30, 2018 and 2017:   

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion as of January 1,

 

$

90,437

 

 

$

89,400

 

Additions

 

 

487,511

 

 

 

440,220

 

Revenue recognized during the period

 

 

(407,440

)

 

 

(370,222

)

Other adjustments

 

 

(2,047

)

 

 

(3,085

)

Deferred revenue, including long-term portion as of June 30,

 

 

168,461

 

 

 

156,313

 

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

 

 

10,475

 

 

 

10,559

 

Deferred revenue, short-term portion as of June 30,

 

$

157,986

 

 

$

145,754

 

 

In accordance with the practical expedient available to public companies under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Additionally, the Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

Food, Merchandise and Other Revenue

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.

International Agreements

In March 2017, the Company entered into a Park Exclusivity and Concept Design Agreement (the “ECDA”) and a Center Concept and Preliminary Design Support Agreement (the “CDSA”) (collectively, the “ZHG Agreements”) with Zhonghong Holding, Co. Ltd. (“Zhonghong Holding”), an affiliate of Zhonghong Zhuoye Group Co., Ltd. (“ZHG Group”), a related party, to provide design, support and advisory services for various potential projects and grant exclusive rights in China, Taiwan, Hong Kong and Macau (the “Territory”). The Company analyzed the ZHG Agreements under ASC 606 and determined that the agreements should be combined for accounting purposes and the respective performance obligations should be combined into a single performance obligation which meets the criteria to be recognized over time.  Additionally, the services related to the agreements are provided ratably over the contract term, as such, the Company recognizes revenue under the ZHG Agreements on a straight line basis over the contractual term of the agreements including approximately $1.3 million and $2.5 million in the three and six months ended June 30, 2018, respectively, which is included in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). See further discussion in Note 9–Related Party Transactions.

The Company has also 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 $3.5 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2018.  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, which is expected to be upon opening of the park. 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.

Goodwill and Other Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are not amortized, but instead reviewed for impairment at least annually on December 1, and as of an interim date should factors or indicators become apparent that would require an interim test, with ongoing recoverability based on applicable reporting unit overall financial performance and consideration of significant events or changes in the overall business environment or macroeconomic conditions. Such events or changes in the overall business environment could include, but are not limited to, significant negative trends or unanticipated changes in the competitive or macroeconomic environment.

As of June 30, 2017, the Company determined a triggering event occurred that required an interim goodwill impairment test for its SeaWorld Orlando reporting unit. Based on the test results, the Company concluded that the SeaWorld Orlando reporting unit’s goodwill as of June 30, 2017 was fully impaired and recorded a non-cash goodwill impairment charge of $269.3 million in its unaudited condensed consolidated statement of comprehensive income (loss) during the three and six months ended June 30, 2017. Fair value for the SeaWorld Orlando reporting unit was determined using the income approach and represented a Level 3 fair value measurement measured on a non-recurring basis in the fair value hierarchy due to the Company’s use of internal projections and unobservable measurement inputs.  The remaining goodwill balance of $66.3 million as of June 30, 2018 and December 31, 2017 on the accompanying unaudited condensed consolidated balance sheets relates to the Company’s Discovery Cove reporting unit.         

v3.10.0.1
Recent Accounting Pronouncements
6 Months Ended
Jun. 30, 2018
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

In February 2018, the FASB issued Accounting Standards Update (“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 able to early adopt this ASU in any interim or annual period for which financial statements have not yet been issued and apply it either (1) in the period of adoption or (2) retrospectively to each period in which the income tax effects of the Tax Act related to items in accumulated other comprehensive income or loss are recognized. When adopted, the ASU requires all entities to make new disclosures, regardless of whether they elect to reclassify stranded amounts. 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 guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual reporting periods with early adoption permitted. On January 1, 2018, the Company elected to early adopt the ASU 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.  See Note 7Derivative Instruments and Hedging Activities for additional disclosure.    

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 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.  This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those annual reporting periods with early adoption permitted. 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 Company adopted ASU 2017-12 during the second quarter of 2018. 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 7Derivative Instruments and Hedging Activities for additional disclosure.  

In May 2017, the FASB issued ASU 2017-09, Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU was issued to provide clarity and reduce diversity in practice regarding the application of guidance on the modification of equity awards. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods with early adoption permitted and should be applied prospectively to an award modified on or after the adoption date. The Company adopted this standard on January 1, 2018. The adoption of ASU 2017-17 did not have a material impact on the Company’s unaudited condensed consolidated financial statements as the Company historically has accounted for all modifications in accordance with Topic 718 and has not been subject to the exception described under this ASU.

In November 2016, the FASB issued ASU 2016-18, Restricted Cash–a Consensus of the FASB Emerging Issues Task Force. This ASU requires companies to include restricted cash balances with cash and cash equivalent balances in the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods with early adoption permitted, and should be applied using a retrospective transition method. The Company adopted this standard on January 1, 2018 using the retrospective transition method.  The adoption of ASU 2016-18 decreased net cash used in investing activities and increased cash, cash equivalents and restricted cash by $0.8 million when compared to the previously reported amounts in the accompanying unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2017.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 simplifies the income tax accounting of intra-entity transfers of an asset other than inventory by requiring an entity to recognize the income tax effect when the transfer occurs. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods and early adoption is permitted. The Company adopted this standard on January 1, 2018 using a modified retrospective transition method. The adoption of ASU 2016-16 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This ASU provides guidance on the presentation and classification of eight specific cash flow issues that previously resulted in diversity in practice. The ASU is effective for annual periods beginning after December 15, 2017 and interim periods therein. The Company adopted this standard on January 1, 2018 using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not have a material impact on the Company’s unaudited condensed consolidated statements of cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. Under this ASU and subsequently issued amendments, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration expected to be received. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. The Company adopted this standard and subsequently issued amendments on January 1, 2018, using the modified retrospective transition method. The adoption of ASU 2014-09 and its subsequently issued amendments did not have a material impact on the Company’s existing or new contracts as of January 1, 2018; therefore, no cumulative adjustment to beginning retained earnings was required as a result of adoption. See Note 1 “Description of the Business and Basis of Presentation” subtopic “Revenue Recognition” for additional disclosure.

Recently Issued Accounting Standards

On February 25, 2016, the FASB issued ASU 2016-02, Leases.  This ASU establishes a new lease accounting model that, for many companies, eliminates the concept of operating leases and requires entities to record right-of-use assets and lease liabilities on the balance sheet for certain types of leases. Lessees and lessors are 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. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The ASU will be effective for annual periods beginning after December 15, 2018, and interim periods therein with early adoption permitted.  The Company is evaluating the timing of adoption of this guidance and currently expects to adopt this ASU on January 1, 2019.  The Company is still evaluating its lease arrangements and the impact of this ASU on its consolidated financial statements and related disclosures.  Based on its initial review, the Company expects its San Diego land lease, among other operating leases, to be recorded as a right-of-use asset with a corresponding lease liability, which could have a material effect on the Company’s consolidated balance sheet.  The Company does not expect the adoption of this ASU to have a material effect on its consolidated statements of comprehensive income (loss) or cash flows.  For more information regarding the Company’s commitments under long-term operating leases requiring annual minimum lease payments, refer to Note 15-Commitments and Contingencies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

v3.10.0.1
Earnings (Loss) per Share
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
Earnings (Loss) per Share

3. EARNINGS (LOSS) PER SHARE

Earnings (loss) per share is computed as follows (in thousands, except per share data):

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings (loss) per share

 

$

22,697

 

 

 

86,399

 

 

$

0.26

 

 

$

(175,850

)

 

 

85,745

 

 

$

(2.05

)

 

$

(40,147

)

 

 

86,305

 

 

$

(0.47

)

 

$

(236,979

)

 

 

85,560

 

 

$

(2.77

)

Effect of dilutive incentive-based awards

 

 

 

 

 

 

486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

22,697

 

 

 

86,885

 

 

$

0.26

 

 

$

(175,850

)

 

 

85,745

 

 

$

(2.05

)

 

$

(40,147

)

 

 

86,305

 

 

$

(0.47

)

 

$

(236,979

)

 

 

85,560

 

 

$

(2.77

)

 

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). Shares of unvested restricted stock 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 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 shares, restricted stock units and certain shares of common stock that are issuable upon exercise of stock options. During the three months ended June 30, 2018, there were approximately 2,023,000 anti-dilutive shares of common stock excluded from the computation of diluted earnings per share.  There were approximately 3,882,000 and 5,178,000 potentially dilutive shares excluded from the computation of diluted loss per share during the six months ended June 30, 2018 and 2017, respectively, and approximately 5,435,000 potentially dilutive shares excluded from the computation of diluted loss per share during the three months ended June 30, 2017, as their effect would have been anti-dilutive due to the Company’s net loss in those periods.  The Company’s outstanding performance-vesting restricted awards of approximately 1,950,000 and 2,570,000 as of June 30, 2018 and 2017, 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.  

v3.10.0.1
Income Taxes
6 Months Ended
Jun. 30, 2018
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, 2018 was 34.6% and 21.9%, respectively, and differs from the recently enacted statutory federal income tax rate of 21% primarily due to state income taxes and other permanent items primarily related to nondeductible settlement and equity-based compensation.  The Company’s consolidated effective tax rate for the three and six months ended June 30, 2017 was 27.4% and 31.3%, respectively, and differs from the previously effective statutory federal income tax rate of 35% primarily due to state income taxes and other permanent items, primarily related to nondeductible goodwill impairment 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.

On December 22, 2017, the United States enacted the Tax Act which makes significant modifications to the provisions of the Internal Revenue Code, including but not limited to a corporate tax rate decrease from 35% to 21% effective January 1, 2018.  The Company has calculated the impact of the Tax Act in accordance with its current interpretation and available guidance, particularly as it relates to the future deductibility of executive compensation items and state conformity to the Tax Act.

v3.10.0.1
Other Accrued Liabilities
6 Months Ended
Jun. 30, 2018
Payables And Accruals [Abstract]  
Other Accrued Liabilities

5. OTHER ACCRUED LIABILITIES

Other accrued liabilities at June 30, 2018 and December 31, 2017, consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Accrued property taxes

 

$

6,948

 

 

$

1,280

 

Accrued interest

 

 

579

 

 

 

6,078

 

Self-insurance reserve

 

 

7,123

 

 

 

7,084

 

Other

 

 

18,051

 

 

 

5,170

 

Total other accrued expenses

 

$

32,701

 

 

$

19,612

 

As of June 30, 2018, other liabilities above include $11.5 million and $4.0 million related to proposed legal settlements, both further described in Note 10–Commitments and Contingencies.  As of December 31, 2017, accrued interest above includes $5.1 million relating to the Company’s fourth quarter 2017 interest payable on its Term B-2 Loans, which was paid on January 5, 2018.  

v3.10.0.1
Long-Term Debt
6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt as of June 30, 2018 and December 31, 2017 consisted of the following:

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Term B-5 Loans (effective interest rate of 5.09% and 4.69% at June 30, 2018 and December 31, 2017, respectively)

 

$

985,827

 

 

$

990,819

 

Term B-2 Loans (effective interest rate of 4.34% and 3.94% at June 30, 2018 and December 31, 2017, respectively)

 

 

547,365

 

 

 

554,227

 

Revolving credit facility (effective interest rate of 4.24% at December 31, 2017)

 

 

 

 

 

15,000

 

Total long-term debt

 

 

1,533,192

 

 

 

1,560,046

 

Less discounts

 

 

(7,780

)

 

 

(8,685

)

Less debt issuance costs

 

 

(7,639

)

 

 

(9,045

)

Less current maturities

 

 

(23,707

)

 

 

(38,707

)

Total long-term debt, net

 

$

1,494,066

 

 

$

1,503,609

 

 

SEA is the borrower under the senior secured credit facilities, as amended pursuant to a credit agreement (the “Existing 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 March 31, 2017, SEA entered into a refinancing amendment, Amendment No. 8 (the “Amendment”), to its Existing Credit Agreement.  In connection with the Amendment, SEA borrowed $998.3 million of additional term loans (the “Term B-5 Loans”) of which the proceeds, along with cash on hand, were used to redeem all of the then outstanding principal of the Term B-3 loans (the “Term B-3 Loans”), with a principal amount equal to $244.7 million and a portion of the outstanding principal of the Term B-2 loans (the “Term B-2 Loans”), with a principal amount equal to $753.6 million, and pay other fees, costs and expenses in connection with the Amendment and related transactions. Additionally, pursuant to the Amendment, SEA terminated the existing revolving credit commitments and replaced them with a new tranche with an aggregate commitment amount of $210.0 million (the “Revolving Credit Facility”).

In connection with the issuance of the Term B-5 Loans, SEA recorded a discount of $5.0 million and debt issuance costs of $0.04 million during the six months ended June 30, 2017. Additionally, SEA wrote-off debt issuance costs of $8.0 million, which is included in loss on early extinguishment of debt and write-off of discounts and debt issuances costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) during the six months ended June 30, 2017. See discussion in the Senior Secured Credit Facilities section which follows for further information.

Debt issuance costs and discounts are amortized to interest expense using the effective interest method over the term of the related debt and are included in long-term debt, net, in the accompanying unaudited condensed consolidated balance sheets. Unamortized debt issuance costs and discounts for the Term B-5 Loans, Term B-2 Loans and Revolving Credit Facility were $10.9 million, $2.6 million and $1.9 million, respectively, at June 30, 2018. Unamortized debt issuance costs and discounts for the Term B-5 Loans, Term B-2 Loans and Revolving Credit Facility were $11.9 million, $3.3 million and $2.5 million, respectively, at December 31, 2017.

As of June 30, 2018, SEA was in compliance with all covenants contained in the documents governing the Senior Secured Credit Facilities.

Senior Secured Credit Facilities

As of June 30, 2018, the Senior Secured Credit Facilities consisted of $985.8 million in Term B-5 Loans which will mature on March 31, 2024, $547.4 million in Term B-2 Loans which will mature on May 14, 2020, and the $210.0 million Revolving Credit Facility, which was not drawn upon as of June 30, 2018.  The Revolving Credit Facility will mature on the earlier of (a) March 31, 2022 and (b) the 91st day prior to the earlier of (1) the maturity of the Term B-2 Loans with an aggregate principal amount greater than $50.0 million and (2) the maturity date of any indebtedness incurred to refinance the Term B-2 Loans with an aggregate principal amount greater than $50.0 million. The outstanding balance under the Revolving Credit Facility was included in current maturities of long-term debt in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2017 due to the Company’s intent to repay the borrowings within the following twelve month period.

The Term B-2 Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the Term B-2 Loans on May 14, 2013, with the balance due on the final maturity date of May 14, 2020. The Term B-5 Loans amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the Term B-5 Loans on March 31, 2017, with the balance due on the final maturity date of March 31, 2024. 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 required to prepay the outstanding Term B-2 Loans and Term B-5 Loans, subject to certain exceptions, with

 

(i)

50% of SEA’s annual “excess cash flow” (with step-downs to 25% and 0%, as applicable, based upon achievement by SEA of a certain secured net leverage ratio), subject to certain exceptions;

 

(ii)

100% of the net cash proceeds of certain non-ordinary course asset sales or other dispositions subject to reinvestment rights and certain exceptions; and

 

(iii)

100% of the net cash proceeds of any incurrence of debt by SEA or any of its restricted subsidiaries, other than debt permitted to be incurred or issued under the Senior Secured Credit Facilities.

Notwithstanding any of the foregoing, each lender of term loans has the right to reject its pro rata share of mandatory prepayments described above, in which case SEA may retain the amounts so rejected. The foregoing mandatory prepayments will be applied pro rata to installments of term loans in direct order of maturity. During the first quarter of 2017, the Company made a mandatory prepayment of approximately $6.3 million based on its excess cash flow calculation as of December 31, 2016. Approximately $3.5 million of the mandatory prepayment was accepted by the lenders and applied ratably to the Term B-2 and Term B-3 Loans prior to the Amendment on March 31, 2017, and the remainder of $2.8 million was applied as a voluntary prepayment to the Term B-2 Loans in the three months ended June 30, 2017. There were no mandatory prepayments made during the three or six months ended June 30, 2018.

As of June 30, 2018, SEA had approximately $21.3 million of outstanding letters of credit, leaving approximately $188.7 million available for borrowing.

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. The Senior Secured Credit Facilities also contain covenants requiring SEA to limit annual capital expenditures, and maintain a maximum total net leverage ratio and a minimum interest coverage ratio. All of the net assets of SEA and its consolidated subsidiaries are restricted and there are no unconsolidated subsidiaries of SEA.

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, 2018, the total net leverage ratio as calculated under the Senior Secured Credit Facilities was 4.35 to 1.00, which results in the Company having a $120 million capacity for restricted payments in 2018. The amount available for dividend declarations, share repurchases and certain other restricted payments under the covenant restrictions in the debt agreements adjusts at the beginning of each quarter, as set forth above. The total net leverage ratio as calculated under the Senior Secured Credit Facilities is not permitted to be greater than 5.75 to 1.00 as of the last day of any fiscal quarter.

Long-term debt as of June 30, 2018 is repayable as follows, and does not include the impact of any future voluntary prepayments:

Years Ending December 31:

 

(In thousands)

 

2018

 

$

11,853

 

2019

 

 

23,707

 

2020

 

 

536,763

 

2021

 

 

9,983

 

2022

 

 

9,983

 

Thereafter

 

 

940,903

 

Total

 

$

1,533,192

 

Interest Rate Swap Agreements

As of June 30, 2018, the Company has five interest rate swap agreements (the “Interest Rate Swap Agreements”) 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 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 September, December, March and June through maturity.

SEA designated the Interest Rate Swap Agreements above as qualifying cash flow hedge accounting relationships as further discussed in Note 7–Derivative Instruments and Hedging Activities which follows.

Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements, net of amounts capitalized, as applicable was $43.7 million and $48.5 million in the six months ended June 30, 2018 and 2017, 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. Cash paid for interest in the six months ended June 30, 2017 includes $12.9 million relating to the Company’s fourth quarter 2016 interest payable on its Senior Secured Credit Facilities which was paid on January 3, 2017.

v3.10.0.1
Derivative Instruments and Hedging Activities
6 Months Ended
Jun. 30, 2018
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Derivative Instruments and Hedging Activities

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings. The Company does not speculate using derivative instruments.

As of June 30, 2018 and December 31, 2017, 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, 2018 and 2017, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt.

As of June 30, 2018, 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 is 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 $1.1 million will be reclassified as interest income.

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, 2018 and December 31, 2017:

 

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

 

As of June 30, 2018

 

 

As of December 31, 2017

 

 

 

Balance Sheet

Location

 

Fair Value

 

 

Balance Sheet

Location

 

Fair Value

 

Derivatives designated as hedging instruments:

 

(In thousands)

 

Interest rate swap agreements

 

Other assets

 

$

5,201

 

 

Other liabilities

 

$

8,455

 

Total derivatives designated as hedging instruments

 

 

 

$

5,201

 

 

 

 

$

8,455

 

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, 2018 and 2017:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Derivatives in Cash Flow Hedging Relationships:

 

(In thousands)

 

Gain related to effective portion of derivatives recognized in accumulated other comprehensive income (loss)

 

$

3,777

 

 

$

2,130

 

 

$

15,893

 

 

$

9,768

 

(Loss) related to effective portion of derivatives reclassified from accumulated other comprehensive income (loss) to interest expense

 

$

(383

)

 

$

(3,305

)

 

$

(2,234

)

 

$

(6,941

)

 

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.   

Changes in Accumulated Other Comprehensive Income (Loss)

The following table reflects the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2018, net of tax:

 

 

Gains (Losses) on

Cash Flow Hedges

 

Accumulated other comprehensive income (loss):

 

(In thousands)

 

Accumulated other comprehensive loss at December 31, 2017

 

$

(5,076

)

Effects of adoption of ASU 2018-02

 

$

(1,094

)

Other comprehensive income before reclassifications

 

 

11,597

 

Amounts reclassified from accumulated other comprehensive income to interest expense

 

 

(1,630

)

Unrealized gain on derivatives, net of tax

 

 

9,967

 

Accumulated other comprehensive income at June 30, 2018

 

$

3,797

 

 

v3.10.0.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements

8. FAIR VALUE MEASUREMENTS

Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement is required to be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity. 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-2 Loans and Term B-5 Loans are classified in Level 2 of the fair value hierarchy as of June 30, 2018 and December 31, 2017. The fair value of the term loans as of June 30, 2018 and December 31, 2017 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, 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 June 30, 2018:

 

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)

 

 

2018

 

Assets:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

5,201

 

 

$

 

 

$

5,201

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term obligations (b)

$

 

 

$

1,533,192

 

 

$

 

 

$

1,533,192

 

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other assets of $5.2 million.

(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 $23.7 million and long-term debt of $1.494 billion as of June 30, 2018.

There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2017. The Company did not have any assets measured on a recurring basis at fair value as of December 31, 2017. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, 2017:

 

 

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)

 

 

2017

 

Liabilities:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

8,455

 

 

$

 

 

$

8,455

 

Long-term obligations (b)

$

 

 

$

1,560,046

 

 

$

 

 

$

1,560,046

 

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $8.5 million.

(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 $38.7 million and long-term debt of $1.504 billion as of December 31, 2017.

v3.10.0.1
Related-Party Transactions
6 Months Ended
Jun. 30, 2018
Related Party Transactions [Abstract]  
Related-Party Transactions

9. RELATED-PARTY TRANSACTIONS

ZHG Agreements

On May 8, 2017 an affiliate of ZHG Group, Sun Wise (UK) Co., LTD (“ZHG” or “Buyer”) acquired approximately 21% of the outstanding shares of common stock of the Company (the “ZHG Transaction”) from several limited partnerships (the “Seller”) ultimately owned by affiliates of the Blackstone Group L.P. (“Blackstone”) and certain co-investors, pursuant to a stock purchase agreement between ZHG and Seller (the “Stock Purchase Agreement”). In connection with the ZHG Transaction, Sellers reimbursed the Company for approximately $4.0 million of related costs and expenses incurred by the Company during fiscal year 2017.

In March 2017, the Company entered into the ZHG Agreements with an affiliate of ZHG Group.  In exchange for providing services under the ZHG Agreements, the Company is expected to receive fees as well as a travel stipend per year through 2019.  The Company recognizes revenue under the ZHG Agreements on a straight-line basis over the contractual term of the agreements including approximately $2.5 million and $1.3 million in the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018, a receivable related to the ZHG Agreements of approximately $1.5 million was included in accounts receivable in the accompanying unaudited condensed consolidated balance sheet.  See further discussion related to the ZHG Agreements in Note 1–Description of the Business and Basis of Presentation.

v3.10.0.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2018
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

10. COMMITMENTS AND CONTINGENCIES

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 and August 13, 2014, captioned Baker v. SeaWorld Entertainment, Inc., et al., 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 17, 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”), then filed an amended complaint against the Company, the Chairman of the Company’s Board, 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, which the Court granted on March 31, 2016.  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.  The Court later denied a renewed motion to dismiss the Second Amended Complaint. In May 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 currently ongoing with the trial scheduled for 2019.

On June 14, 2018, a lawsuit captioned Highfields Capital I LP et al. v. SeaWorld Entertainment, Inc. et al., 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 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.    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., was filed in the Court of Chancery in 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 Class Action Lawsuits

On March 25, 2015, a purported class action was filed in the United States District Court for the Southern District of California against the Company, captioned Holly Hall v. SeaWorld Entertainment, Inc., (the “Hall Matter”).  The complaint identifies three putative classes consisting of all consumers nationwide who at any time during the four-year period preceding the filing of the original complaint, purchased an admission ticket, a membership or a SeaWorld “experience” that includes an “orca experience” from the SeaWorld amusement park in San Diego, California, Orlando, Florida or San Antonio, Texas respectively.  The complaint alleges causes of action under California Unfair Competition Law, California Consumers Legal Remedies Act (“CLRA”), California False Advertising Law, California Deceit statute, Florida Unfair and Deceptive Trade Practices Act, Texas Deceptive Trade Practices Act, as well as claims for Unjust Enrichment.  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 purchasers, and omitted material facts regarding its orcas with intent to deceive and mislead the plaintiff and purported class members.  The complaint further alleges that the specific misrepresentations heard and relied upon by Holly Hall in purchasing her SeaWorld tickets concerned the circumstances surrounding the death of a SeaWorld trainer.  The complaint seeks actual damages, equitable relief, attorney’s fees and costs.  Plaintiffs claim that the amount in controversy exceeds $5.0 million, but the liability exposure is speculative until the size of the class is determined (if certification is granted at all). In addition, four other purported class actions were filed against the Company and its affiliates. Such actions were subsequently dismissed or consolidated with the Hall Matter described above.  

The Company filed a motion to dismiss the entirety of the plaintiffs’ Second Consolidated Amended Complaint (“SAC”) with prejudice on February 25, 2016.  The Court granted the Company’s motion to dismiss the entire SAC with prejudice and entered judgment for the Company on May 13, 2016.  Plaintiffs filed their notice of appeal to the United States Court of Appeals for the Ninth Circuit on June 10, 2016.  The appeal has been fully briefed and argued and the Company awaits the Court’s decision. 

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., (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 actual damages, equitable relief, attorneys’ fees and costs.  Based on plaintiffs’ definition of the class, the amount in controversy exceeds $5.0 million, but the liability exposure is speculative.  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. All three named plaintiffs continue to have claims for individual restitution and injunctive relief. The case is in the preliminary stages of discovery.  On May 23, 2018, the Plaintiffs represented to the Court that they will not file a motion for class certification.  Trial is currently scheduled for October 2019.

The Company believes that the above-described lawsuits are without merit and intends to defend these lawsuits vigorously; however, there can be no assurance regarding the ultimate outcome of these lawsuits.

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., captioned Jason Herman, Joey Kratt, and Christina Lancaster, as individuals and on behalf of all others similarly situated, v. SeaWorld Parks & Entertainment, Inc. The certified class action currently consists of two claims for breach of contract, unjust enrichment and violation of federal Electronic Funds Transfer Act, 15 U.S.C. section 1693 et seq. on behalf of three individual plaintiffs as well as on behalf of a 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, plus certain administrative costs and expenses associated with the proposed settlement.  The proposed settlement is still subject to further documentation and court approval. The Company has accrued $11.5 million related to this proposed settlement in other accrued liabilities as of June 30, 2018 on the accompanying unaudited condensed consolidated balance sheet.

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).

On April 6, 2018, the Company received a written “Wells” notice from the SEC relating to a previously disclosed investigation by the SEC.  The Wells notice indicated that staff (the “Staff”) of the SEC has made a preliminary determination to recommend to the SEC that a civil enforcement action or administrative proceeding be brought against the Company.  No individual currently employed by the Company has received a Wells notice.

A Wells notice is not a formal allegation or a finding of wrongdoing by the Company. The Wells notice issued to the Company stated that the proposed action against the Company would allege violations of certain provisions of the U.S. federal securities laws. The Wells notice also stated that the Staff’s recommendation may involve various civil or administrative actions or proceedings, and may seek remedies that include an injunction, a cease-and-desist order, disgorgement, pre-judgment interest and civil money penalties. The Company continues to cooperate with the SEC and responded through a Wells submission (the “Submission”) to the SEC setting forth the reasons why the Company believes no action should be commenced against it.

Following the Submission, the Company engaged in discussions with the Staff regarding a possible negotiated resolution of these matters and reached an agreement in principle with the Staff to settle, without admitting or denying, the potential charges against the Company arising out of the SEC’s investigation. The Company has recorded an estimated liability of $4.0 million related to this matter, which is included in other accrued liabilities as of June 30, 2018 and in selling, general and administrative expenses for the three and six months ended June 30, 2018 on the accompanying unaudited condensed consolidated financial statements. The Company and the Staff are working to document the proposed settlement, which is subject to approval by the SEC and there is no assurance that the settlement will be finalized and/or approved by the SEC or that any final settlement will not have different or additional terms.  

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 Agreement

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.  The Company estimates the combined future obligations for all of these commitments could be up to approximately $105.0 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 May 2, 2018, the Company announced that it plans to open a new Sesame Land in SeaWorld Orlando in Spring of 2019.

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 (“ABI”) 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.

v3.10.0.1
Equity-Based Compensation
6 Months Ended
Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

11. 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, time-vesting restricted stock units, time-vesting deferred stock units, performance-vesting restricted shares and performance-vesting restricted stock units.

Total equity compensation expense was $5.9 million and $13.4 million for the three and six months ended June 30, 2018, respectively, and $11.9 million and $16.0 million for the three and six months ended June 30, 2017, respectively.  Equity compensation expense is included in selling, general and administrative expenses and in operating expenses in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).  Equity compensation expense 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 13–Restructuring Programs and Other Separation Costs for further details).  In addition, equity compensation expense for the three and six months ended June 30, 2017, includes approximately $8.4 million related to certain of the Company’s performance-vesting restricted shares which vested in the second quarter of 2017 (see the 2.75x Performance Restricted shares section which follows for further details).  Total unrecognized equity compensation expense for all equity compensation awards probable of vesting as of June 30, 2018 was approximately $30.2 million, which is expected to be recognized over the respective service periods.  

The activity related to the Company’s time-vesting and performance-vesting awards during the six months ended June 30, 2018 is as follows: 

 

 

 

 

 

 

 

 

 

 

Performance-Vesting Restricted Awards

 

 

 

Time-Vesting

Restricted Awards

 

 

Bonus Performance

Restricted Awards

 

 

Long-Term

Incentive

Performance

Restricted Awards

 

 

2.75x Performance

Restricted shares

 

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares

 

 

Weighted

Average

Grant Date

Fair Value

per Share

 

Outstanding at December 31, 2017

 

 

1,852,512

 

 

$

17.09

 

 

 

805,245

 

 

$

18.09

 

 

 

864,572

 

 

$

18.50

 

 

 

616,793

 

 

$

3.56

 

Granted

 

 

345,310

 

 

$

17.35

 

 

 

707,981

 

 

$

14.66

 

 

 

1,171,733

 

 

$

15.04

 

 

 

 

 

 

 

Vested

 

 

(416,121

)

 

$

18.00

 

 

 

(69,221

)

 

$

18.07

 

 

 

(9,010

)

 

$

18.79

 

 

 

 

 

 

 

Forfeited

 

 

(538,345

)

 

$

17.79

 

 

 

(798,368

)

 

$

17.82

 

 

 

(718,464

)

 

$

17.81

 

 

 

(616,793

)

 

$

3.56

 

Outstanding at June 30, 2018

 

 

1,243,356

 

 

$

16.56

 

 

 

645,637

 

 

$

14.66

 

 

 

1,308,831

 

 

$

15.78

 

 

 

 

 

 

 

The activity related to the Company’s stock option awards during the six months ended June 30, 2018 is as follows:

 

 

 

Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life (in years)

 

 

Aggregate

Intrinsic Value       (in thousands)

 

Outstanding at December 31, 2017

 

 

2,923,448

 

 

$

18.78

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(361,983

)

 

$

18.00

 

 

 

 

 

 

 

 

 

Expired

 

 

(1,493,409

)

 

$

19.46

 

 

 

 

 

 

 

 

 

Exercised

 

 

(64,590

)

 

$

18.34

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2018

 

 

1,003,466

 

 

$

18.07

 

 

 

7.31

 

 

$

3,762

 

Exercisable at June 30, 2018

 

 

578,604

 

 

$

18.32

 

 

 

7.19

 

 

$

2,025

 

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 9,330,000 shares are available for future issuance as of June 30, 2018.

Bonus Performance Restricted Awards  

The annual bonus plan for 2018 (the “2018 Bonus Plan”) provides for bonus awards payable 50% in cash and 50% in performance-vesting restricted units (the “Bonus Performance Restricted Units”) and is based upon the Company’s achievement of specified performance goals with respect to Fiscal 2018, as defined by the 2018 Bonus Plan.  The total number of shares eligible to vest is based on the level of achievement of the targets for Fiscal 2018 which ranges from 0% (if below threshold performance) and up to 150% (at or above maximum performance).  Bonus Performance Restricted Units representing the total units that could be earned under the maximum performance level of achievement were granted during the six months ended June 30, 2018.

The Company also had an annual bonus plan for the fiscal year ended December 31, 2017 (“Fiscal 2017”), under which certain employees were eligible to vest in performance-vesting restricted shares (the “Bonus Performance Restricted Shares”) based upon the Company’s achievement of certain performance goals with respect to Fiscal 2017.  Based on the Company’s actual Fiscal 2017 results, approximately 9,000 of these Bonus Performance Restricted Shares vested in the six months ended June 30, 2018 and the remainder forfeited in accordance with their terms.

Long-Term Incentive Awards

The long-term incentive plan grants for 2018 (the “2018 Long-Term Incentive Grant”) were comprised of 1/3 time-vesting restricted units (the “Long-Term Incentive Time Restricted Units”) and 2/3 performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”).

Long-Term Incentive Time Restricted Units

Certain Long-Term Incentive Time Restricted Units granted under the 2018 Long-Term Incentive Grant vest over five years, with one-third vesting on each of the third, fourth and fifth anniversaries of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense for these units is recognized using the straight line method with one-third recognized over the initial three year vesting period and the remaining two-thirds recognized over the remaining vesting period.  

Other Long-Term Incentive Time Restricted Units granted under the 2018 Long-Term Incentive Grant vest over three years, with all of the units vesting on the third anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense for these units is recognized using the straight line method over the three year vesting period.  

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units granted under the 2018 Long-Term Incentive Plan are expected to vest following the end of the three-year performance period beginning on January 1, 2018 and ending on December 31, 2020 based upon the Company’s achievement of specified performance goals for Fiscal 2020, as defined by the 2018 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) and up to 200% (for at or above maximum performance). For actual performance between the specified threshold, target and maximum levels, the resulting vesting percentage will be adjusted on a linear basis.

The 2018 Long-Term Incentive Grant provides additional incentive for early achievement of the Adjusted EBITDA target as follows: if the Company’s Fiscal 2020 Adjusted EBITDA target is achieved in 2018, 30% of target Long-Term Incentive Performance Restricted Units will be earned and delivered in 2019; if the Company’s Fiscal 2020 Adjusted EBITDA target is achieved in 2019, 20% of target Long-Term Incentive Performance Restricted Units will be earned and delivered in 2020, in each case subject to the overall maximum award of 200% of target. Long-Term Incentive Performance Restricted Units representing the total units that could be earned under the maximum performance level of achievement were granted during the six months ended June 30, 2018.

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, 2018, 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 ratably over the related performance period, 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, 2018; therefore, equity compensation expense includes approximately $3.2 million and $5.3 million related to performance-vesting restricted awards in the three and six months ended June 30, 2018, respectively.  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 at such subsequent date.  Total unrecognized equity compensation expense for all outstanding performance-vesting restricted awards not probable of vesting was approximately $10.7 million as of June 30, 2018.  

Deferred Stock Units

During the three months ended June 30, 2018, the Company granted approximately 46,000 deferred stock units (“DSUs”) to certain members of its Board of Directors (the “Board”). Each DSU represents the right to receive one share of the Company’s common stock one year after the respective director leaves the Board.

2.75x Performance Restricted Shares

The Company had awarded under its previous incentive plans certain performance-vesting restricted shares (the “2.75x Performance Restricted shares”).  During the first quarter of 2017, the Company modified the 2.75x Performance Restricted shares to vest 60% upon the closing of the ZHG Transaction on May 8, 2017 (see Note 9–Related-Party Transactions).  The remaining outstanding unvested 2.75x Performance Restricted shares continued to be eligible to vest in accordance with their terms if the Seller had received additional proceeds from the Buyer sufficient to satisfy a 2.75x cumulative return multiple in the twelve month period following the closing of the ZHG Transaction.  The period expired on May 8, 2018, as such, these shares forfeited in the three months ended June 30, 2018.  

As the modification discussed above was based on a liquidity event, for accounting purposes, the 2.75x Performance Restricted shares were not considered probable of vesting until such time the ZHG Transaction was consummated.  In accordance with the guidance in ASC 718, Compensation-Stock Compensation, as the 2.75x Performance Restricted shares were not considered probable of vesting before or after the date of modification, the Company used the respective modification date fair value to record equity compensation expenses related to the modified shares when the liquidity event occurred. As a result, the Company recognized non-cash equity compensation expense related to all of the 2.75x Performance Restricted shares of approximately $8.4 million upon closing of the ZHG Transaction and paid cash accumulated dividends of approximately $1.3 million in the three months ended June 30, 2017.

v3.10.0.1
Stockholders' Equity
6 Months Ended
Jun. 30, 2018
Equity [Abstract]  
Stockholders' Equity

12. STOCKHOLDERS’ EQUITY

As of June 30, 2018, 93,060,175 shares of common stock were issued on the accompanying unaudited condensed consolidated balance sheet, which excludes 1,284,595 unvested shares of common stock and 1,913,229 unvested restricted stock units held by certain participants in the Company’s equity compensation plans (see Note 11–Equity-Based Compensation) and includes 6,519,773 shares of treasury stock held by the Company.

Dividends

In 2016, the Board suspended the Company’s then existing quarterly dividend policy to allow greater flexibility to deploy capital to opportunities that offer the greatest long term returns to shareholders, such as, but not limited to, investments in new attractions, debt repayments or share repurchases. 

As of June 30, 2018, the Company had approximately $0.1 million recorded as dividends payable in the accompanying unaudited condensed consolidated balance sheet related to unvested time restricted shares and unvested performance restricted shares with a performance condition considered probable of being achieved. These shares, which were granted prior to the dividend suspension, carry dividend rights and therefore the dividends accumulate and will be paid as the shares vest in accordance with the underlying equity compensation grants.  These dividend rights will be forfeited if the shares do not vest. 

Share Repurchase Program

The Board has authorized the repurchase 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. 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 level of the Company’s cash balances, general business and market conditions, and other factors, including legal requirements, debt covenant restrictions and alternative investment opportunities.

The Company has remaining authorization for up to $190.0 million for future repurchases under the Share Repurchase Program as of June 30, 2018.  There were no share repurchases during the three and six months ended June 30, 2018 and 2017.  

v3.10.0.1
Restructuring Programs and Other Separation Costs
6 Months Ended
Jun. 30, 2018
Restructuring And Related Activities [Abstract]  
Restructuring Programs and Other Separation Costs

13. RESTRUCTURING PROGRAMS AND OTHER SEPARATION COSTS

Restructuring Programs

On August 7, 2018, the Company announced a new 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 involves 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 three and six months ended June 30, 2018, the Company recorded approximately $1.8 million in pre-tax restructuring charges primarily related to severance and other termination benefits, which is included in restructuring and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). The Company expects to incur an additional $4.0 million in pre-tax restructuring charges in the third quarter of 2018 related to severance and other benefits associated with the 2018 Restructuring Program.

In October 2017, the Company executed a restructuring program in an effort to reduce costs, increase efficiencies, reduce duplication of functions and improve the Company’s operations (the “2017 Restructuring Program”). The 2017 Restructuring Program involved the elimination of approximately 350 positions across all of the Company’s theme parks and corporate headquarters. As a result, the Company recorded $5.2 million in pre-tax restructuring and other related costs associated with the 2017 Restructuring Program during fiscal year 2017. The Company does not expect to incur any additional costs associated with the 2017 Restructuring Program as all continuing service obligations were completed as of December 31, 2017.

The 2018 and 2017 Restructuring Program activity for the six months ended June 30, 2018 was as follows:

 

2018 Restructuring Program

 

2017 Restructuring Program

 

Severance and Other Employment Expenses

(In thousands)

 

Liability as of December 31, 2017

$

 

$

1,234

 

Payments made

 

 

 

(807

)

Costs incurred

 

1,750

 

 

 

Liability as of June 30, 2018

$

1,750

 

$

427

 

 

The remaining combined liability as of June 30, 2018 relates to restructuring and other related costs to be paid as contractually obligated by December 31, 2018 and is included in accrued salaries, wages and benefits in the accompanying unaudited condensed consolidated balance sheet.

Other Separation Costs

Restructuring and other separation costs for the three and six months ended June 30, 2018 also includes severance and other employment expenses for certain executives who stepped down from their respective positions during the first six months of 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 expenses, 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 of approximately $3.8 million 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 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 11–Equity-Based Compensation for further details.              

v3.10.0.1
Description of the Business and Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2018
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, 2017 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, 2017 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, 2018 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, 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,

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

33,452

 

 

$

33,178

 

Restricted cash, included in other current assets

 

 

1,268

 

 

 

819

 

Total cash, cash equivalents and restricted cash

 

$

34,720

 

 

$

33,997

 

 

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

Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method. The adoption of ASC 606 did not have a material impact on the Company’s existing or new contracts as of January 1, 2018; therefore, no cumulative adjustment to beginning retained earnings was required as a result of adoption.

ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (i) identify the contracts with customers; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when or as the company satisfies the performance obligations. ASC 606 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. Total revenues in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) are presented net of sales-related taxes collected from guests and remitted or payable to government taxing authorities.

Admissions Revenue

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products.  As allowed by the practical expedient available to public companies under ASC 606, admission products with similar characteristics are analyzed using a portfolio approach for each separate park as the Company expects that the effects on the consolidated financial statements of applying this guidance to the portfolio does not differ materially from applying the guidance to individual contracts within the portfolio. 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.  

The Company has also entered into agreements with certain external theme park, zoo and other attraction operators to jointly market and sell single and multi-use admission products. These joint products allow admission to both a Company park and an external park, zoo or other attraction. The agreements with the external partners specify the allocation of revenue to the Company from any jointly sold products. Whether the Company or the external partner sells the product, the Company’s portion of revenue is deferred until the first time the product is redeemed at one of its parks and recognized over its related use in a manner consistent with the Company’s own admission products.

Additionally, the Company barters theme park admission products and sponsorship opportunities for advertising, employee recognition awards, and various other services. The fair value of the products or services is recognized into admissions revenue and related expenses at the time of the exchange and approximates the estimated fair value first of the goods or services provided then received, whichever is more readily determinable. Amounts included within admissions revenue with an offset to either selling, general and administrative expenses or operating expenses in the accompanying unaudited condensed consolidated statements of comprehensive income (loss) related to bartered ticket transactions were $5.7 million and $8.6 million, respectively, for the three and six months ended June 30, 2018, and $6.5 million and $11.0 million, respectively, for the three and six months ended June 30, 2017.

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 June 30, 2018, $10.5 million is included in other liabilities in the accompanying unaudited condensed consolidated balance sheets related to the long-term portion of deferred revenue, of which $10.0 million relates 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 changes in deferred revenue for the six months ended June 30, 2018 and 2017:   

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion as of January 1,

 

$

90,437

 

 

$

89,400

 

Additions

 

 

487,511

 

 

 

440,220

 

Revenue recognized during the period

 

 

(407,440

)

 

 

(370,222

)

Other adjustments

 

 

(2,047

)

 

 

(3,085

)

Deferred revenue, including long-term portion as of June 30,

 

 

168,461

 

 

 

156,313

 

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

 

 

10,475

 

 

 

10,559

 

Deferred revenue, short-term portion as of June 30,

 

$

157,986

 

 

$

145,754

 

 

In accordance with the practical expedient available to public companies under ASC 606, the Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. Additionally, the Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

Food, Merchandise and Other Revenue

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.

International Agreements

In March 2017, the Company entered into a Park Exclusivity and Concept Design Agreement (the “ECDA”) and a Center Concept and Preliminary Design Support Agreement (the “CDSA”) (collectively, the “ZHG Agreements”) with Zhonghong Holding, Co. Ltd. (“Zhonghong Holding”), an affiliate of Zhonghong Zhuoye Group Co., Ltd. (“ZHG Group”), a related party, to provide design, support and advisory services for various potential projects and grant exclusive rights in China, Taiwan, Hong Kong and Macau (the “Territory”). The Company analyzed the ZHG Agreements under ASC 606 and determined that the agreements should be combined for accounting purposes and the respective performance obligations should be combined into a single performance obligation which meets the criteria to be recognized over time.  Additionally, the services related to the agreements are provided ratably over the contract term, as such, the Company recognizes revenue under the ZHG Agreements on a straight line basis over the contractual term of the agreements including approximately $1.3 million and $2.5 million in the three and six months ended June 30, 2018, respectively, which is included in food, merchandise and other revenue in the accompanying unaudited condensed consolidated statements of comprehensive income (loss). See further discussion in Note 9–Related Party Transactions.

The Company has also 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 $3.5 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2018.  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, which is expected to be upon opening of the park. 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.

Goodwill and Other Indefinite-Lived Intangible Assets

Goodwill and Other Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are not amortized, but instead reviewed for impairment at least annually on December 1, and as of an interim date should factors or indicators become apparent that would require an interim test, with ongoing recoverability based on applicable reporting unit overall financial performance and consideration of significant events or changes in the overall business environment or macroeconomic conditions. Such events or changes in the overall business environment could include, but are not limited to, significant negative trends or unanticipated changes in the competitive or macroeconomic environment.

As of June 30, 2017, the Company determined a triggering event occurred that required an interim goodwill impairment test for its SeaWorld Orlando reporting unit. Based on the test results, the Company concluded that the SeaWorld Orlando reporting unit’s goodwill as of June 30, 2017 was fully impaired and recorded a non-cash goodwill impairment charge of $269.3 million in its unaudited condensed consolidated statement of comprehensive income (loss) during the three and six months ended June 30, 2017. Fair value for the SeaWorld Orlando reporting unit was determined using the income approach and represented a Level 3 fair value measurement measured on a non-recurring basis in the fair value hierarchy due to the Company’s use of internal projections and unobservable measurement inputs.  The remaining goodwill balance of $66.3 million as of June 30, 2018 and December 31, 2017 on the accompanying unaudited condensed consolidated balance sheets relates to the Company’s Discovery Cove reporting unit.         

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

In February 2018, the FASB issued Accounting Standards Update (“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 able to early adopt this ASU in any interim or annual period for which financial statements have not yet been issued and apply it either (1) in the period of adoption or (2) retrospectively to each period in which the income tax effects of the Tax Act related to items in accumulated other comprehensive income or loss are recognized. When adopted, the ASU requires all entities to make new disclosures, regardless of whether they elect to reclassify stranded amounts. 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 guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual reporting periods with early adoption permitted. On January 1, 2018, the Company elected to early adopt the ASU 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.  See Note 7Derivative Instruments and Hedging Activities for additional disclosure.    

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 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.  This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those annual reporting periods with early adoption permitted. 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 Company adopted ASU 2017-12 during the second quarter of 2018. 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 7Derivative Instruments and Hedging Activities for additional disclosure.  

In May 2017, the FASB issued ASU 2017-09, Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU was issued to provide clarity and reduce diversity in practice regarding the application of guidance on the modification of equity awards. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods with early adoption permitted and should be applied prospectively to an award modified on or after the adoption date. The Company adopted this standard on January 1, 2018. The adoption of ASU 2017-17 did not have a material impact on the Company’s unaudited condensed consolidated financial statements as the Company historically has accounted for all modifications in accordance with Topic 718 and has not been subject to the exception described under this ASU.

In November 2016, the FASB issued ASU 2016-18, Restricted Cash–a Consensus of the FASB Emerging Issues Task Force. This ASU requires companies to include restricted cash balances with cash and cash equivalent balances in the statement of cash flows. The guidance is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual reporting periods with early adoption permitted, and should be applied using a retrospective transition method. The Company adopted this standard on January 1, 2018 using the retrospective transition method.  The adoption of ASU 2016-18 decreased net cash used in investing activities and increased cash, cash equivalents and restricted cash by $0.8 million when compared to the previously reported amounts in the accompanying unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2017.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 simplifies the income tax accounting of intra-entity transfers of an asset other than inventory by requiring an entity to recognize the income tax effect when the transfer occurs. The guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods and early adoption is permitted. The Company adopted this standard on January 1, 2018 using a modified retrospective transition method. The adoption of ASU 2016-16 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This ASU provides guidance on the presentation and classification of eight specific cash flow issues that previously resulted in diversity in practice. The ASU is effective for annual periods beginning after December 15, 2017 and interim periods therein. The Company adopted this standard on January 1, 2018 using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not have a material impact on the Company’s unaudited condensed consolidated statements of cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. Under this ASU and subsequently issued amendments, revenue is recognized at the time a good or service is transferred to a customer for the amount of consideration expected to be received. Entities may use a full retrospective approach or report the cumulative effect as of the date of adoption. The Company adopted this standard and subsequently issued amendments on January 1, 2018, using the modified retrospective transition method. The adoption of ASU 2014-09 and its subsequently issued amendments did not have a material impact on the Company’s existing or new contracts as of January 1, 2018; therefore, no cumulative adjustment to beginning retained earnings was required as a result of adoption. See Note 1 “Description of the Business and Basis of Presentation” subtopic “Revenue Recognition” for additional disclosure.

Recently Issued Accounting Standards

On February 25, 2016, the FASB issued ASU 2016-02, Leases.  This ASU establishes a new lease accounting model that, for many companies, eliminates the concept of operating leases and requires entities to record right-of-use assets and lease liabilities on the balance sheet for certain types of leases. Lessees and lessors are 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. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The ASU will be effective for annual periods beginning after December 15, 2018, and interim periods therein with early adoption permitted.  The Company is evaluating the timing of adoption of this guidance and currently expects to adopt this ASU on January 1, 2019.  The Company is still evaluating its lease arrangements and the impact of this ASU on its consolidated financial statements and related disclosures.  Based on its initial review, the Company expects its San Diego land lease, among other operating leases, to be recorded as a right-of-use asset with a corresponding lease liability, which could have a material effect on the Company’s consolidated balance sheet.  The Company does not expect the adoption of this ASU to have a material effect on its consolidated statements of comprehensive income (loss) or cash flows.  For more information regarding the Company’s commitments under long-term operating leases requiring annual minimum lease payments, refer to Note 15-Commitments and Contingencies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

v3.10.0.1
Description of the Business and Basis of Presentation (Tables)
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Summary of 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,

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

33,452

 

 

$

33,178

 

Restricted cash, included in other current assets

 

 

1,268

 

 

 

819

 

Total cash, cash equivalents and restricted cash

 

$

34,720

 

 

$

33,997

 

 

Changes in Deferred Revenue

The following table reflects the changes in deferred revenue for the six months ended June 30, 2018 and 2017:

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion as of January 1,

 

$

90,437

 

 

$

89,400

 

Additions

 

 

487,511

 

 

 

440,220

 

Revenue recognized during the period

 

 

(407,440

)

 

 

(370,222

)

Other adjustments

 

 

(2,047

)

 

 

(3,085

)

Deferred revenue, including long-term portion as of June 30,

 

 

168,461

 

 

 

156,313

 

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

 

 

10,475

 

 

 

10,559

 

Deferred revenue, short-term portion as of June 30,

 

$

157,986

 

 

$

145,754

 

 

v3.10.0.1
Earnings (Loss) per Share (Tables)
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) per Share

Earnings (loss) per share is computed as follows (in thousands, except per share data):

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings (loss) per share

 

$

22,697

 

 

 

86,399

 

 

$

0.26

 

 

$

(175,850

)

 

 

85,745

 

 

$

(2.05

)

 

$

(40,147

)

 

 

86,305

 

 

$

(0.47

)

 

$

(236,979

)

 

 

85,560

 

 

$

(2.77

)

Effect of dilutive incentive-based awards

 

 

 

 

 

 

486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

22,697

 

 

 

86,885

 

 

$

0.26

 

 

$

(175,850

)

 

 

85,745

 

 

$

(2.05

)

 

$

(40,147

)

 

 

86,305

 

 

$

(0.47

)

 

$

(236,979

)

 

 

85,560

 

 

$

(2.77

)

 

v3.10.0.1
Other Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2018
Payables And Accruals [Abstract]  
Schedule of Other Accrued Liabilities

Other accrued liabilities at June 30, 2018 and December 31, 2017, consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Accrued property taxes

 

$

6,948

 

 

$

1,280

 

Accrued interest

 

 

579

 

 

 

6,078

 

Self-insurance reserve

 

 

7,123

 

 

 

7,084

 

Other

 

 

18,051

 

 

 

5,170

 

Total other accrued expenses

 

$

32,701

 

 

$

19,612

 

 

v3.10.0.1
Long-Term Debt (Tables)
6 Months Ended
Jun. 30, 2018
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Long-term debt as of June 30, 2018 and December 31, 2017 consisted of the following:

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Term B-5 Loans (effective interest rate of 5.09% and 4.69% at June 30, 2018 and December 31, 2017, respectively)

 

$

985,827

 

 

$

990,819

 

Term B-2 Loans (effective interest rate of 4.34% and 3.94% at June 30, 2018 and December 31, 2017, respectively)

 

 

547,365

 

 

 

554,227

 

Revolving credit facility (effective interest rate of 4.24% at December 31, 2017)

 

 

 

 

 

15,000

 

Total long-term debt

 

 

1,533,192

 

 

 

1,560,046

 

Less discounts

 

 

(7,780

)

 

 

(8,685

)

Less debt issuance costs

 

 

(7,639

)

 

 

(9,045

)

Less current maturities

 

 

(23,707

)

 

 

(38,707

)

Total long-term debt, net

 

$

1,494,066

 

 

$

1,503,609

 

 

Summary of Long-Term Debt Repayable

Long-term debt as of June 30, 2018 is repayable as follows, and does not include the impact of any future voluntary prepayments:

Years Ending December 31:

 

(In thousands)

 

2018

 

$

11,853

 

2019

 

 

23,707

 

2020

 

 

536,763

 

2021

 

 

9,983

 

2022

 

 

9,983

 

Thereafter

 

 

940,903

 

Total

 

$

1,533,192

 

 

v3.10.0.1
Derivative Instruments and Hedging Activities (Tables)
6 Months Ended
Jun. 30, 2018
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, 2018 and December 31, 2017:

 

 

 

Asset Derivatives

 

 

Liability Derivatives

 

 

 

As of June 30, 2018

 

 

As of December 31, 2017

 

 

 

Balance Sheet

Location

 

Fair Value

 

 

Balance Sheet

Location

 

Fair Value

 

Derivatives designated as hedging instruments:

 

(In thousands)

 

Interest rate swap agreements

 

Other assets

 

$

5,201

 

 

Other liabilities

 

$

8,455

 

Total derivatives designated as hedging instruments

 

 

 

$

5,201

 

 

 

 

$

8,455

 

 

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, 2018 and 2017:

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Derivatives in Cash Flow Hedging Relationships:

 

(In thousands)

 

Gain related to effective portion of derivatives recognized in accumulated other comprehensive income (loss)

 

$

3,777

 

 

$

2,130

 

 

$

15,893

 

 

$

9,768

 

(Loss) related to effective portion of derivatives reclassified from accumulated other comprehensive income (loss) to interest expense

 

$

(383

)

 

$

(3,305

)

 

$

(2,234

)

 

$

(6,941

)

 

Schedule of Changes in Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated Other Comprehensive Income (Loss)

The following table reflects the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2018, net of tax:

 

 

Gains (Losses) on

Cash Flow Hedges

 

Accumulated other comprehensive income (loss):

 

(In thousands)

 

Accumulated other comprehensive loss at December 31, 2017

 

$

(5,076

)

Effects of adoption of ASU 2018-02

 

$

(1,094

)

Other comprehensive income before reclassifications

 

 

11,597

 

Amounts reclassified from accumulated other comprehensive income to interest expense

 

 

(1,630

)

Unrealized gain on derivatives, net of tax

 

 

9,967

 

Accumulated other comprehensive income at June 30, 2018

 

$

3,797

 

 

v3.10.0.1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

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 June 30, 2018:

 

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)

 

 

2018

 

Assets:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

5,201

 

 

$

 

 

$

5,201

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term obligations (b)

$

 

 

$

1,533,192

 

 

$

 

 

$

1,533,192

 

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other assets of $5.2 million.

(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 $23.7 million and long-term debt of $1.494 billion as of June 30, 2018.

There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2017. The Company did not have any assets measured on a recurring basis at fair value as of December 31, 2017. The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of December 31, 2017:

 

 

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)

 

 

2017

 

Liabilities:

(In thousands)

 

Derivative financial instruments (a)

$

 

 

$

8,455

 

 

$

 

 

$

8,455

 

Long-term obligations (b)

$

 

 

$

1,560,046

 

 

$

 

 

$

1,560,046

 

 

(a)

Reflected at fair value in the unaudited condensed consolidated balance sheet as other liabilities of $8.5 million.

(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 $38.7 million and long-term debt of $1.504 billion as of December 31, 2017.

v3.10.0.1
Equity-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Schedule of Time-Vesting and Performance Vesting Awards

The activity related to the Company’s time-vesting and performance-vesting awards during the six months ended June 30, 2018 is as follows: 

 

 

 

 

 

 

 

 

 

 

Performance-Vesting Restricted Awards

 

 

 

Time-Vesting

Restricted Awards

 

 

Bonus Performance

Restricted Awards

 

 

Long-Term

Incentive

Performance

Restricted Awards

 

 

2.75x Performance

Restricted shares

 

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares

 

 

Weighted

Average

Grant Date

Fair Value

per Share

 

Outstanding at December 31, 2017

 

 

1,852,512

 

 

$

17.09

 

 

 

805,245

 

 

$

18.09

 

 

 

864,572

 

 

$

18.50

 

 

 

616,793

 

 

$

3.56

 

Granted

 

 

345,310

 

 

$

17.35

 

 

 

707,981

 

 

$

14.66

 

 

 

1,171,733

 

 

$

15.04

 

 

 

 

 

 

 

Vested

 

 

(416,121

)

 

$

18.00

 

 

 

(69,221

)

 

$

18.07

 

 

 

(9,010

)

 

$

18.79

 

 

 

 

 

 

 

Forfeited

 

 

(538,345

)

 

$

17.79

 

 

 

(798,368

)

 

$

17.82

 

 

 

(718,464

)

 

$

17.81

 

 

 

(616,793

)

 

$

3.56

 

Outstanding at June 30, 2018

 

 

1,243,356

 

 

$

16.56

 

 

 

645,637

 

 

$

14.66

 

 

 

1,308,831

 

 

$

15.78

 

 

 

 

 

 

 

 

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, 2018 is as follows:

 

 

 

Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life (in years)

 

 

Aggregate

Intrinsic Value       (in thousands)

 

Outstanding at December 31, 2017

 

 

2,923,448

 

 

$

18.78

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(361,983

)

 

$

18.00

 

 

 

 

 

 

 

 

 

Expired

 

 

(1,493,409

)

 

$

19.46

 

 

 

 

 

 

 

 

 

Exercised

 

 

(64,590

)

 

$

18.34

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2018

 

 

1,003,466

 

 

$

18.07

 

 

 

7.31

 

 

$

3,762

 

Exercisable at June 30, 2018

 

 

578,604

 

 

$

18.32

 

 

 

7.19

 

 

$

2,025

 

 

v3.10.0.1
Restructuring Programs and Other Separation Costs (Tables)
6 Months Ended
Jun. 30, 2018
Restructuring And Related Activities [Abstract]  
Schedule of Restructuring Program Activity

The 2018 and 2017 Restructuring Program activity for the six months ended June 30, 2018 was as follows:

 

2018 Restructuring Program

 

2017 Restructuring Program

 

Severance and Other Employment Expenses

(In thousands)

 

Liability as of December 31, 2017

$

 

$

1,234

 

Payments made

 

 

 

(807

)

Costs incurred

 

1,750

 

 

 

Liability as of June 30, 2018

$

1,750

 

$

427

 

 

v3.10.0.1
Description of the Business and Basis of Presentation - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
USD ($)
Business
Jun. 30, 2017
USD ($)
Jun. 30, 2018
USD ($)
Business
Segment
Jun. 30, 2017
USD ($)
Dec. 31, 2017
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    
Revenue and related expense for bartered ticket transactions $ 5,700 $ 6,500 $ 8,600 $ 11,000  
Long term deferred revenue 10,475 10,559 $ 10,475 10,559  
Revenue, practical expedient, initial application and transition, nondisclosure of transaction price allocation to remaining performance obligation     true    
Revenue, practical expedient, incremental cost of obtaining contract     true    
Revenue 391,921 373,750 $ 609,087 560,107  
Non-cash goodwill impairment charge   269,332   269,332  
Remaining goodwill balance 66,278   66,278   $ 66,278
SeaWorld Orlando Reporting Unit [Member]          
Business Description And Basis Of Presentation [Line Items]          
Non-cash goodwill impairment charge   269,300      
Discovery Cove Reporting Unit [Member]          
Business Description And Basis Of Presentation [Line Items]          
Remaining goodwill balance 66,300   66,300   $ 66,300
Food, Merchandise and Other [Member]          
Business Description And Basis Of Presentation [Line Items]          
Revenue 166,115 $ 148,799 253,278 $ 220,067  
Food, Merchandise and Other [Member] | ZHG Stock Purchase Agreement [Member]          
Business Description And Basis Of Presentation [Line Items]          
Revenue 1,300   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 3,500   3,500    
Certain Rides and Equipment {Member]          
Business Description And Basis Of Presentation [Line Items]          
Write-offs of property and equipment $ 7,300   $ 7,700    
v3.10.0.1
Description of the Business and Basis of Presentation - Summary of Restricted Cash (Detail) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Jun. 30, 2017
Dec. 31, 2016
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract]        
Cash and cash equivalents $ 33,452 $ 33,178    
Restricted cash, included in other current assets $ 1,268 $ 819    
Restricted cash, current, asset, statement of financial position [extensible list] us-gaap:OtherAssetsCurrent us-gaap:OtherAssetsCurrent    
Total cash, cash equivalents and restricted cash $ 34,720 $ 33,997 $ 35,054 $ 69,378
v3.10.0.1
Description of the Business and Basis of Presentation - Changes in Deferred Revenue (Detail) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Deferred Revenue Disclosure [Abstract]    
Deferred revenue, including long-term portion, beginning balance $ 90,437 $ 89,400
Additions 487,511 440,220
Revenue recognized during the period (407,440) (370,222)
Other adjustments (2,047) (3,085)
Deferred revenue, including long-term portion, ending balance 168,461 156,313
Long term deferred revenue 10,475 10,559
Deferred revenue, short-term portion $ 157,986 $ 145,754
v3.10.0.1
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
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 $ 1,094  
ASU 2017-09 [Member]    
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]    
Decrease in net cash used in investing activities   $ 800
Increased cash, cash equivalents and restricted cash   $ 800
v3.10.0.1
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, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Earnings Per Share [Abstract]        
Basic earnings (loss) per share, Net Income (Loss) $ 22,697 $ (175,850) $ (40,147) $ (236,979)
Diluted earnings (loss) per share, Net Income (Loss) $ 22,697 $ (175,850) $ (40,147) $ (236,979)
Basic earnings (loss) per share, Shares 86,399 85,745 86,305 85,560
Effect of dilutive incentive-based awards, Shares 486      
Diluted earnings (loss) per share, Shares 86,885 85,745 86,305 85,560
Basic earnings (loss) per share, Per Share Amount $ 0.26 $ (2.05) $ (0.47) $ (2.77)
Diluted earnings (loss) per share, Per Share Amount $ 0.26 $ (2.05) $ (0.47) $ (2.77)
v3.10.0.1
Earnings (Loss) per Share - Additional Information (Detail) - shares
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Earnings Per Share [Line Items]        
Potentially dilutive shares excluded from the computation of diluted earnings (loss) per share 2,023,000 5,435,000 3,882,000 5,178,000
Performance-vesting Restricted Awards [Member]        
Earnings Per Share [Line Items]        
Contingently issuable shares excluded from the calculation of diluted earnings (loss) per share     1,950,000 2,570,000
v3.10.0.1
Income Taxes - Additional Information (Detail)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Income Tax Disclosure [Abstract]          
Effective tax rate 34.60% 27.40% 21.90% 31.30%  
Income tax rate at federal statutory rates     21.00% 35.00% 35.00%
v3.10.0.1
Other Accrued Liabilities - Schedule of Other Accrued Expenses (Detail) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Payables And Accruals [Abstract]    
Accrued property taxes $ 6,948 $ 1,280
Accrued interest 579 6,078
Self-insurance reserve 7,123 7,084
Other 18,051 5,170
Total other accrued expenses $ 32,701 $ 19,612
v3.10.0.1
Other Accrued Liabilities - Additional Information (Detail) - USD ($)
$ in Millions
Jan. 05, 2018
Jun. 30, 2018
Apr. 30, 2018
Other Accrued Liabilitiies [Line Items]      
Proposed legal settlement   $ 4.0  
EZPay Plan Class Action Lawsuit [Member]      
Other Accrued Liabilitiies [Line Items]      
Settlement of litigation accrued   $ 11.5  
Proposed legal settlement     $ 11.5
Term B-2 Loans [Member]      
Other Accrued Liabilitiies [Line Items]      
Cash paid for interest $ 5.1    
v3.10.0.1
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Debt Instrument [Line Items]    
Long-term debt $ 1,533,192 $ 1,560,046
Less discounts (7,780) (8,685)
Less debt issuance costs (7,639) (9,045)
Less current maturities (23,707) (38,707)
Total long-term debt, net 1,494,066 1,503,609
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Long-term debt   15,000
Term B-5 Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt 985,827 990,819
Term B-2 Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 547,365 $ 554,227
v3.10.0.1
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)
Jun. 30, 2018
Dec. 31, 2017
Term B-5 Loans [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate effective percentage 5.09% 4.69%
Term B-2 Loans [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate effective percentage 4.34% 3.94%
Revolving Credit Facility [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate effective percentage   4.24%
v3.10.0.1
Long-Term Debt - Additional Information (Detail)
3 Months Ended 6 Months Ended
Jan. 05, 2018
USD ($)
Jan. 03, 2017
USD ($)
Jun. 30, 2018
USD ($)
Swap
Jun. 30, 2017
USD ($)
Mar. 31, 2017
USD ($)
Jun. 30, 2018
USD ($)
Swap
Jun. 30, 2017
USD ($)
Dec. 31, 2017
USD ($)
May 14, 2013
Debt Instrument [Line Items]                  
Long-term debt     $ 1,533,192,000     $ 1,533,192,000   $ 1,560,046,000  
Outstanding letters of credit     $ 21,300,000     $ 21,300,000      
Interest Rate Swaps [Member]                  
Debt Instrument [Line Items]                  
Number of interest rate swaps held | Swap     5     5      
Notional amount of interest rate swap     $ 1,000,000,000     $ 1,000,000,000      
Maturity of interest rate swap           May 14, 2020      
Weighted average fixed interest rate     2.45%     2.45%      
Variable rate of interest     0.75%     0.75%      
Variable rate of interest, description           variable rate of interest based upon the greater of 0.75% or the BBA LIBOR      
Senior Secured Credit Facilities [Member]                  
Debt Instrument [Line Items]                  
Percentage of annual excess cash flow used to prepay outstanding loan           50.00%      
Percentage of net proceeds from sale of non-ordinary assets     100.00%     100.00%      
Percentage of net proceeds incurrence of debt           100.00%      
Mandatory prepayments         $ 6,300,000        
Cash paid for interest $ 5,100,000 $ 12,900,000       $ 43,700,000 $ 48,500,000    
Revolving Credit Facility [Member]                  
Debt Instrument [Line Items]                  
Unamortized debt issuance costs and discounts     $ 1,900,000     1,900,000   2,500,000  
Long-term debt               15,000,000  
Senior secured revolving     210,000,000     $ 210,000,000      
Debt instrument, maturity date description           The Revolving Credit Facility will mature on the earlier of (a) March 31, 2022 and (b) the 91st day prior to the earlier of (1) the maturity of the Term B-2 Loans with an aggregate principal amount greater than $50.0 million and (2) the maturity date of any indebtedness incurred to refinance the Term B-2 Loans with an aggregate principal amount greater than $50.0 million.      
Amount available for borrowing     188,700,000     $ 188,700,000      
Restrictive Covenants [Member]                  
Debt Instrument [Line Items]                  
Restrictive covenants, restricted payments capacity available           $ 120,000,000      
Maximum total net leverage ratio           575.00%      
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]                  
Debt Instrument [Line Items]                  
Restrictive covenants, description           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           435.00%      
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | Maximum [Member]                  
Debt Instrument [Line Items]                  
Percentage of annual excess cash flow used to prepay outstanding loan           25.00%      
Restricted payment on Senior Secured Credit Facilities, base payment           $ 25,000,000      
Restricted payment on Senior Secured Credit Facilities, first payment           95,000,000      
Restricted payment on Senior Secured Credit Facilities, second payment           95,000,000      
Restricted payment on Senior Secured Credit Facilities, third payment           $ 65,000,000      
Total net leverage ratio, one           400.00%      
Total net leverage ratio, two           450.00%      
Total net leverage ratio, three           500.00%      
Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member] | Minimum [Member]                  
Debt Instrument [Line Items]                  
Percentage of annual excess cash flow used to prepay outstanding loan           0.00%      
Total net leverage ratio, one           350.00%      
Total net leverage ratio, two           400.00%      
Total net leverage ratio, three           450.00%      
Term B-5 Loans [Member]                  
Debt Instrument [Line Items]                  
Debt instrument, balance         $ 998,300,000        
Discount initially recorded             5,000,000    
Debt issuance costs initially recorded       $ 40,000     40,000    
Write-off of discounts and debt issuance costs             $ 8,000,000    
Unamortized debt issuance costs and discounts     10,900,000     $ 10,900,000   11,900,000  
Long-term debt     985,827,000     $ 985,827,000   990,819,000  
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         1.00%        
Term B-2 Loans [Member]                  
Debt Instrument [Line Items]                  
Repayment of outstanding principal         $ 753,600,000        
Unamortized debt issuance costs and discounts     2,600,000     $ 2,600,000   3,300,000  
Long-term debt     547,365,000     $ 547,365,000   $ 554,227,000  
Long-term debt, maturity date           May 14, 2020      
Percent of original principal amount on effective date used to calculate aggregate annual amount which will amortize in equal quarterly installments                 1.00%
Cash paid for interest $ 5,100,000                
Term B-2 Loans [Member] | Senior Secured Credit Facilities [Member]                  
Debt Instrument [Line Items]                  
Mandatory prepayments     0 $ 2,800,000          
Term B-3 Loans [Member]                  
Debt Instrument [Line Items]                  
Repayment of outstanding principal         244,700,000        
Term B-3 Loans [Member] | Senior Secured Credit Facilities [Member]                  
Debt Instrument [Line Items]                  
Mandatory prepayments     $ 0            
Term B-2 and Term B-3 Loans [Member] | Senior Secured Credit Facilities [Member]                  
Debt Instrument [Line Items]                  
Mandatory prepayments         $ 3,500,000        
v3.10.0.1
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Maturities Of Long Term Debt [Abstract]    
2018 $ 11,853  
2019 23,707  
2020 536,763  
2021 9,983  
2022 9,983  
Thereafter 940,903  
Long-term debt $ 1,533,192 $ 1,560,046
v3.10.0.1
Derivative Instruments and Hedging Activities - Additional Information (Detail)
6 Months Ended
Jun. 30, 2018
USD ($)
Swap
Dec. 31, 2017
USD ($)
Derivative Instruments, Gain (Loss) [Line Items]    
Reclassified as interest income, expected during the next 12 months $ 1,100,000  
Interest Rate Swaps [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Number of interest rate swaps held | Swap 5  
Maturity of interest rate swap May 14, 2020  
Notional amount of interest rate swap $ 1,000,000,000  
Combined Interest Rate Cash Flow Hedges, All Swaps [Member] | Interest Rate Swaps [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Number of interest rate swaps held | Swap 5  
Maturity of interest rate swap May 14, 2020  
Notional amount of interest rate swap $ 1,000,000,000  
Not Designated as Hedge Accounting Relationships [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Derivatives outstanding $ 0 $ 0
v3.10.0.1
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, 2018
Dec. 31, 2017
Derivatives Fair Value [Line Items]    
Asset Derivatives Fair Value $ 5,201  
Liability Derivatives Fair Value   $ 8,455
Other Assets [Member]    
Derivatives Fair Value [Line Items]    
Asset Derivatives Fair Value 5,200  
Other Liabilities [Member]    
Derivatives Fair Value [Line Items]    
Liability Derivatives Fair Value   8,500
Interest Rate Swaps [Member] | Other Assets [Member]    
Derivatives Fair Value [Line Items]    
Asset Derivatives Fair Value $ 5,201  
Interest Rate Swaps [Member] | Other Liabilities [Member]    
Derivatives Fair Value [Line Items]    
Liability Derivatives Fair Value   $ 8,455
v3.10.0.1
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, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Derivatives in Cash Flow Hedging Relationships:        
Gain related to effective portion of derivatives recognized in accumulated other comprehensive income (loss) $ 3,777 $ 2,130 $ 15,893 $ 9,768
(Loss) related to effective portion of derivatives reclassified from accumulated other comprehensive income (loss) to interest expense $ (383) $ (3,305) $ (2,234) $ (6,941)
v3.10.0.1
Derivative Instruments and Hedging Activities - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Detail)
$ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
Accumulated other comprehensive income (loss):  
Beginning Balance $ 287,466
Ending Balance 269,681
Gains (Losses) on Cash Flow Hedges [Member]  
Accumulated other comprehensive income (loss):  
Beginning Balance (5,076)
Other comprehensive income before reclassifications 11,597
Amounts reclassified from accumulated other comprehensive income to interest expense (1,630)
Unrealized gain on derivatives, net of tax 9,967
Ending Balance 3,797
Gains (Losses) on Cash Flow Hedges [Member] | ASU 2018-02 [Member]  
Accumulated other comprehensive income (loss):  
Impact of adoption of ASU 2018-02 $ (1,094)
v3.10.0.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Dec. 31, 2017
Fair Value Disclosures [Abstract]      
Transfers between Levels $ 0 $ 0 $ 0
Assets measured at fair value     $ 0
v3.10.0.1
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Assets:    
Derivative financial instruments $ 5,201  
Liabilities:    
Long-term obligations 1,533,192 $ 1,560,046
Derivative financial instruments   8,455
Significant Other Observable Inputs (Level 2) [Member]    
Assets:    
Derivative financial instruments 5,201  
Liabilities:    
Long-term obligations $ 1,533,192 1,560,046
Derivative financial instruments   $ 8,455
v3.10.0.1
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Asset Derivatives Fair Value $ 5,201  
Current maturities on long-term debt 23,707 $ 38,707
Total long-term debt, net 1,494,066 1,503,609
Liability Derivatives Fair Value   8,455
Other Assets [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Asset Derivatives Fair Value $ 5,200  
Other Liabilities [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Liability Derivatives Fair Value   $ 8,500
v3.10.0.1
Related-Party Transactions - Additional Information (Detail) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
May 08, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
ZHG Stock Purchase Agreement [Member]        
Related Party Transaction [Line Items]        
Reimbursement for cost and expenses incurred by company relating to sale       $ 4.0
Revenue recognized   $ 2.5 $ 1.3  
Receivable from related party   $ 1.5    
Stock Purchase Agreement [Member] | ZHG Group [Member]        
Related Party Transaction [Line Items]        
Sale of stock percentage closing date May 08, 2017      
Percentage of common stock outstanding by partnership 21.00%      
v3.10.0.1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
6 Months Ended
Jun. 30, 2018
Apr. 30, 2018
Commitments And Contingencies [Line Items]    
Estimated liability for legal settlement $ 4,000,000  
License agreement term, description 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 May 2, 2018, the Company announced that it plans to open a new Sesame Land in SeaWorld Orlando in Spring of 2019.  
EZPay Plan Class Action Lawsuit [Member]    
Commitments And Contingencies [Line Items]    
Estimated liability for legal settlement   $ 11,500,000
Settlement of litigation accrued $ 11,500,000  
Minimum [Member]    
Commitments And Contingencies [Line Items]    
Amount in controversy, not recorded 5,000,000  
Maximum [Member]    
Commitments And Contingencies [Line Items]    
Estimated combined obligations for commitments $ 105,000,000  
v3.10.0.1
Equity-Based Compensation - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Mar. 31, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Equity-based compensation expense $ 5,900 $ 11,900   $ 13,437 $ 16,020  
Recognized equity-based compensation expense 1,000     5,500    
Unrecognized equity compensation cost $ 30,200     $ 30,200    
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     15,000,000    
Shares available for future issuance 9,330,000     9,330,000    
2018 Bonus Plan [Member] | Scenario, Forecast [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Percentage of bonus payable by cash           50.00%
2018 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%    
2018 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       200.00%    
2.75x Performance Restricted Shares [Member] | Upon Closing of Sale [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Recognized equity-based compensation expense   8,400        
Percentage of restricted shares to vest     60.00%      
Accumulated dividends paid related to performance shares which vested during the period   1,300        
2.75x Performance Restricted Shares [Member] | Upon Closing of Sale [Member] | Modification of Vesting Conditions [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Recognized equity-based compensation expense   $ 8,400     $ 8,400  
Bonus Performance Restricted Units [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Shares vested       9,000    
Bonus Performance Restricted Units [Member] | 2018 Bonus Plan [Member] | Scenario, Forecast [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Percentage of bonus payable by units           50.00%
Below Threshold Performance Bonus Restricted Units [Member] | 2018 Bonus Plan [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting percentage, per year       0.00%    
At or Above Maximum Performance Bonus Restricted Units [Member] | 2018 Bonus Plan [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting percentage, per year       150.00%    
Long-Term Incentive Time Restricted Units [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting percentage, per year       33.00%    
Long-Term Incentive Time Restricted Units [Member] | 2018 Long-Term Incentive Plan [Member] | Executives [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period       5 years    
Long-Term Incentive Time Restricted Units [Member] | Third Anniversary [Member] | 2018 Long-Term Incentive Plan [Member] | Executives [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting percentage, per year       33.00%    
Long-Term Incentive Time Restricted Units [Member] | Fourth Anniversary [Member] | 2018 Long-Term Incentive Plan [Member] | Executives [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting percentage, per year       33.00%    
Long-Term Incentive Time Restricted Units [Member] | Fifth Anniversary [Member] | 2018 Long-Term Incentive Plan [Member] | Executives [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting percentage, per year       33.00%    
Long-Term Incentive Time Restricted Units [Member] | Employees [Member] | Third Anniversary [Member] | 2018 Long-Term Incentive Plan [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting percentage, per year       100.00%    
Vesting period       3 years    
Long-Term Incentive Performance Restricted Units [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting percentage, per year       67.00%    
Long-Term Incentive Performance Restricted Units [Member] | 2018 Long-Term Incentive Plan [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Performance period       3 years    
Description of additional incentive for early achievement of adjusted EBITDA target       If the Company’s Fiscal 2020 Adjusted EBITDA target is achieved in 2018, 30% of target Long-Term Incentive Performance Restricted Units will be earned and delivered in 2019; if the Company’s Fiscal 2020 Adjusted EBITDA target is achieved in 2019, 20% of target Long-Term Incentive Performance Restricted Units will be earned and delivered in 2020, in each case subject to the overall maximum award of 200% of target.    
Performance-vesting Restricted Awards [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Equity-based compensation expense $ 3,200     $ 5,300    
Unrecognized equity compensation cost $ 10,700     $ 10,700    
Deferred Stock Units [Member]            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period 1 year          
Shares granted to members of Board of Directors 46,000          
Number of common stock issuable for each unit 1     1    
v3.10.0.1
Equity-Based Compensation - Schedule of Employee Stock Performance Activity (Detail)
6 Months Ended
Jun. 30, 2018
$ / shares
shares
Time-Vesting Restricted Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Shares/Units, Outstanding, Beginning Balance | shares 1,852,512
Shares/Units, Granted | shares 345,310
Shares/Units, Vested | shares (416,121)
Shares/Units, Forfeited | shares (538,345)
Shares/Units, Outstanding, Ending Balance | shares 1,243,356
Weighted Average Grant Date Fair Value per Award, Outstanding, Beginning Balance | $ / shares $ 17.09
Weighted Average Grant Date Fair Value per Award, Granted | $ / shares 17.35
Weighted Average Grant Date Fair Value per Award, Vested | $ / shares 18.00
Weighted Average Grant Date Fair Value per Award, Forfeited | $ / shares 17.79
Weighted Average Grant Date Fair Value per Award, Outstanding, Ending Balance | $ / shares $ 16.56
Bonus Performance Restricted Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Shares/Units, Outstanding, Beginning Balance | shares 805,245
Shares/Units, Granted | shares 707,981
Shares/Units, Vested | shares (69,221)
Shares/Units, Forfeited | shares (798,368)
Shares/Units, Outstanding, Ending Balance | shares 645,637
Weighted Average Grant Date Fair Value per Award, Outstanding, Beginning Balance | $ / shares $ 18.09
Weighted Average Grant Date Fair Value per Award, Granted | $ / shares 14.66
Weighted Average Grant Date Fair Value per Award, Vested | $ / shares 18.07
Weighted Average Grant Date Fair Value per Award, Forfeited | $ / shares 17.82
Weighted Average Grant Date Fair Value per Award, Outstanding, Ending Balance | $ / shares $ 14.66
Long-Term Incentive Performance Restricted Awards [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Shares/Units, Outstanding, Beginning Balance | shares 864,572
Shares/Units, Granted | shares 1,171,733
Shares/Units, Vested | shares (9,010)
Shares/Units, Forfeited | shares (718,464)
Shares/Units, Outstanding, Ending Balance | shares 1,308,831
Weighted Average Grant Date Fair Value per Award, Outstanding, Beginning Balance | $ / shares $ 18.50
Weighted Average Grant Date Fair Value per Award, Granted | $ / shares 15.04
Weighted Average Grant Date Fair Value per Award, Vested | $ / shares 18.79
Weighted Average Grant Date Fair Value per Award, Forfeited | $ / shares 17.81
Weighted Average Grant Date Fair Value per Award, Outstanding, Ending Balance | $ / shares $ 15.78
2.75x Performance Restricted Shares [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Shares/Units, Outstanding, Beginning Balance | shares 616,793
Shares/Units, Forfeited | shares (616,793)
Weighted Average Grant Date Fair Value per Award, Outstanding, Beginning Balance | $ / shares $ 3.56
Weighted Average Grant Date Fair Value per Award, Forfeited | $ / shares $ 3.56
v3.10.0.1
Equity-Based Compensation - Schedule of Activity Related to Stock Option Awards (Detail)
$ / shares in Units, $ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
$ / shares
shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Options, Outstanding, Beginning Balance | shares 2,923,448
Options, Forfeited | shares (361,983)
Options, Expired | shares (1,493,409)
Options, Exercised | shares (64,590)
Options, Outstanding, Ending Balance | shares 1,003,466
Options, Exercisable at June 30, 2018 | shares 578,604
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares $ 18.78
Weighted Average Exercise Price, Forfeited | $ / shares 18.00
Weighted Average Exercise Price, Expired | $ / shares 19.46
Weighted Average Exercise Price, Exercised | $ / shares 18.34
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares 18.07
Weighted Average Exercise Price, Exercisable at June 30, 2018 | $ / shares $ 18.32
Weighted Average Remaining Contractual Life, Outstanding at June 30, 2018 7 years 3 months 21 days
Weighted Average Remaining Contractual Life, Exercisable at June 30, 2018 7 years 2 months 8 days
Aggregate Intrinsic Value, Outstanding at June 30, 2018 | $ $ 3,762
Aggregate Intrinsic Value, Exercisable at June 30, 2018 | $ $ 2,025
v3.10.0.1
Stockholders' Equity - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Stockholders Equity [Line Items]          
Common stock, shares issued 93,060,175   93,060,175   92,637,403
Treasury stock, shares 6,519,773   6,519,773   6,519,773
Dividends payable $ 124,000   $ 124,000   $ 470,000
Share Repurchase Program, authorized amount 250,000,000   250,000,000    
Share Repurchase Program [Member]          
Stockholders Equity [Line Items]          
Share Repurchase Program, remaining authorized repurchase amount $ 190,000,000   $ 190,000,000    
Stock Repurchase Program, number of shares repurchased 0 0 0 0  
Common Stock [Member]          
Stockholders Equity [Line Items]          
Common stock, shares issued 93,060,175   93,060,175   92,637,403
Number of unvested shares 1,284,595   1,284,595    
Restricted Stock Units [Member]          
Stockholders Equity [Line Items]          
Number of unvested shares 1,913,229   1,913,229    
v3.10.0.1
Restructuring Programs and Other Separation Costs - Additional Information (Detail)
$ in Millions
3 Months Ended 6 Months Ended
Feb. 27, 2018
USD ($)
Sep. 30, 2018
USD ($)
Position
Jun. 30, 2018
USD ($)
Position
Dec. 31, 2017
USD ($)
Restructuring Cost And Reserve [Line Items]        
Severance costs $ 6.7      
Other Executives [Member]        
Restructuring Cost And Reserve [Line Items]        
Severance costs     $ 3.8  
2018 Restructuring Program [Member]        
Restructuring Cost And Reserve [Line Items]        
Restructuring costs, description     involves the elimination of approximately 125 positions during the third quarter of 2018 across the Company’s theme parks and its corporate headquarters.  
Restructuring and other related costs incurred to date     $ 1.8  
2018 Restructuring Program [Member] | Scenario, Forecast [Member]        
Restructuring Cost And Reserve [Line Items]        
Number of positions eliminated | Position   125    
Additional expected restructuring charges related to severance and other termination benefits   $ 4.0    
2017 Restructuring Program [Member]        
Restructuring Cost And Reserve [Line Items]        
Restructuring costs, description     involved the elimination of approximately 350 positions across all of the Company’s theme parks and corporate headquarters.  
Number of positions eliminated | Position     350  
Restructuring and other related costs incurred to date       $ 5.2
v3.10.0.1
Restructuring Programs and Other Separation Costs - Schedule of Restructuring Program Activity (Detail) - Severance and Other Employment Expenses [Member]
$ in Thousands
6 Months Ended
Jun. 30, 2018
USD ($)
2018 Restructuring Program [Member]  
Restructuring Cost And Reserve [Line Items]  
Costs incurred $ 1,750
Liability, ending balance 1,750
2017 Restructuring Program [Member]  
Restructuring Cost And Reserve [Line Items]  
Liability, beginning balance 1,234
Payments made (807)
Liability, ending balance $ 427