SEAWORLD ENTERTAINMENT, INC., 10-Q filed on 11/15/2021
Quarterly Report
v3.21.2
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2021
Nov. 09, 2021
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2021  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q3  
Trading Symbol SEAS  
Entity Registrant Name SeaWorld Entertainment, Inc.  
Entity Central Index Key 0001564902  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   77,272,923
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Entity File Number 001-35883  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-1220297  
Entity Address, Address Line One 6240 Sea Harbor Drive  
Entity Address, City or Town Orlando  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 32821  
City Area Code 407  
Local Phone Number 226-5011  
Document Quarterly Report true  
Document Transition Report false  
v3.21.2
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 553,570 $ 433,909
Accounts receivable, net 86,513 30,410
Inventories 25,870 30,700
Prepaid expenses and other current assets 15,056 12,418
Total current assets 681,009 507,437
Property and equipment, at cost 3,344,208 3,272,705
Accumulated depreciation (1,710,939) (1,611,745)
Property and equipment, net 1,633,269 1,660,960
Goodwill 66,278 66,278
Trade names/trademarks, net 157,000 157,000
Right of use assets-operating leases 132,977 136,572
Deferred tax assets, net 24,565 22,847
Other assets, net 16,123 15,264
Total assets 2,711,221 2,566,358
Current liabilities:    
Accounts payable and accrued expenses 140,584 105,369
Current maturities of long-term debt 12,000 15,505
Operating lease liabilities 3,037 3,757
Accrued salaries, wages and benefits 22,368 10,781
Deferred revenue 173,431 130,759
Other accrued liabilities 55,426 50,950
Total current liabilities 406,846 317,121
Long-term debt, net 2,106,366 2,177,137
Long-term operating lease liabilities 117,582 120,144
Deferred tax liabilities, net 26,382 15,772
Other liabilities 42,568 41,987
Total liabilities 2,699,744 2,672,161
Commitments and contingencies (Note 9)
Stockholders’ Equity (Deficit):    
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at September 30, 2021 and December 31, 2020
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 95,419,927 and 94,652,248 shares issued at September 30, 2021 and December 31, 2020, respectively 954 946
Additional paid-in capital 695,374 680,360
Accumulated deficit (186,825) (371,800)
Treasury stock, at cost (17,794,246 and 16,260,248 shares at September 30, 2021 and December 31, 2020, respectively) (498,026) (415,309)
Total stockholders’ equity (deficit) 11,477 (105,803)
Total liabilities and stockholders’ equity (deficit) $ 2,711,221 $ 2,566,358
v3.21.2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2021
Dec. 31, 2020
Statement Of Financial Position [Abstract]    
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 95,419,927 94,652,248
Treasury stock, shares 17,794,246 16,260,248
v3.21.2
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Net revenues:        
Total revenues $ 521,206 $ 106,117 $ 1,132,910 $ 277,704
Costs and expenses:        
Cost of food, merchandise and other revenues 37,977 9,298 87,092 23,555
Operating expenses (exclusive of depreciation and amortization shown separately below) 195,113 91,337 460,192 283,385
Selling, general and administrative expenses 53,617 24,335 128,271 72,393
Severance and other separation costs   2,581 1,582 2,655
Depreciation and amortization 36,306 38,052 109,111 114,006
Total costs and expenses 323,013 165,603 786,248 495,994
Operating income (loss) 198,193 (59,486) 346,662 (218,290)
Other (income) expense, net (39) (2) 156 (15)
Interest expense 28,372 28,145 90,455 69,206
Loss on early extinguishment of debt and write-off of discounts and debt issuance costs 58,827   58,827  
Income (loss) before income taxes 111,033 (87,629) 197,224 (287,481)
Provision for (benefit from) income taxes 8,936 (8,392) 12,249 (20,696)
Net income (loss) 102,097 (79,237) 184,975 (266,785)
Other comprehensive income:        
Unrealized gain on derivatives, net of tax       1,559
Comprehensive income (loss) $ 102,097 $ (79,237) $ 184,975 $ (265,226)
Earnings (loss) per share:        
Earnings (loss) per share, basic $ 1.29 $ (1.01) $ 2.35 $ (3.41)
Earnings (loss) per share, diluted $ 1.28 $ (1.01) $ 2.31 $ (3.41)
Weighted average common shares outstanding:        
Basic 78,962 78,154 78,804 78,153
Diluted 79,950 78,154 80,065 78,153
Admissions [Member]        
Net revenues:        
Total revenues $ 296,694 $ 63,087 $ 635,699 $ 163,368
Food, Merchandise and Other [Member]        
Net revenues:        
Total revenues $ 224,512 $ 43,030 $ 497,211 $ 114,336
v3.21.2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - 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, 2019 $ 210,892 $ 940 $ 673,893 $ (59,479) $ (1,559) $ (402,903)
Beginning Balance, shares at Dec. 31, 2019   94,044,203        
Equity-based compensation (3,601)   (3,601)      
Unrealized gain on derivatives, net of tax 704       704  
Vesting of restricted shares   $ 4 (4)      
Vesting of restricted shares, shares   410,807        
Shares withheld for tax withholdings (3,160) $ (1) (3,159)      
Shares withheld for tax withholdings, shares   (121,089)        
Exercise of stock options 203   203      
Exercise of stock options, shares   11,096        
Adjustments to previous dividend declarations 1   1      
Repurchase of treasury shares (12,406)         (12,406)
Net income (Loss) (56,519)     (56,519)    
Ending Balance at Mar. 31, 2020 136,114 $ 943 667,333 (115,998) (855) (415,309)
Ending Balance, shares at Mar. 31, 2020   94,345,017        
Beginning Balance at Dec. 31, 2019 210,892 $ 940 673,893 (59,479) (1,559) (402,903)
Beginning Balance, shares at Dec. 31, 2019   94,044,203        
Unrealized gain on derivatives, net of tax 1,559          
Net income (Loss) (266,785)          
Ending Balance at Sep. 30, 2020 (66,521) $ 944 674,108 (326,264)   (415,309)
Ending Balance, shares at Sep. 30, 2020   94,433,197        
Beginning Balance at Mar. 31, 2020 136,114 $ 943 667,333 (115,998) (855) (415,309)
Beginning Balance, shares at Mar. 31, 2020   94,345,017        
Equity-based compensation 3,320   3,320      
Unrealized gain on derivatives, net of tax 855       $ 855  
Vesting of restricted shares   $ 1 (1)      
Vesting of restricted shares, shares   71,530        
Shares withheld for tax withholdings (154)   (154)      
Shares withheld for tax withholdings, shares   (8,987)        
Exercise of stock options 15   15      
Exercise of stock options, shares   818        
Net income (Loss) (131,029)     (131,029)    
Ending Balance at Jun. 30, 2020 9,121 $ 944 670,513 (247,027)   (415,309)
Ending Balance, shares at Jun. 30, 2020   94,408,378        
Equity-based compensation 3,484   3,484      
Vesting of restricted shares, shares   18,818        
Shares withheld for tax withholdings (36)   (36)      
Shares withheld for tax withholdings, shares   (1,999)        
Exercise of stock options 147   147      
Exercise of stock options, shares   8,000        
Net income (Loss) (79,237)     (79,237)    
Ending Balance at Sep. 30, 2020 (66,521) $ 944 674,108 (326,264)   (415,309)
Ending Balance, shares at Sep. 30, 2020   94,433,197        
Beginning Balance at Dec. 31, 2020 $ (105,803) $ 946 680,360 (371,800)   (415,309)
Beginning Balance, shares at Dec. 31, 2020 94,652,248 94,652,248        
Equity-based compensation $ 4,473   4,473      
Vesting of restricted shares   $ 1 (1)      
Vesting of restricted shares, shares   130,834        
Shares withheld for tax withholdings (1,971)   (1,971)      
Shares withheld for tax withholdings, shares   (41,271)        
Exercise of stock options 2,393 $ 1 2,392      
Exercise of stock options, shares   116,634        
Net income (Loss) (44,884)     (44,884)    
Ending Balance at Mar. 31, 2021 (145,792) $ 948 685,253 (416,684)   (415,309)
Ending Balance, shares at Mar. 31, 2021   94,858,445        
Beginning Balance at Dec. 31, 2020 $ (105,803) $ 946 680,360 (371,800)   (415,309)
Beginning Balance, shares at Dec. 31, 2020 94,652,248 94,652,248        
Net income (Loss) $ 184,975          
Ending Balance at Sep. 30, 2021 $ 11,477 $ 954 695,374 (186,825)   (498,026)
Ending Balance, shares at Sep. 30, 2021 95,419,927 95,419,927        
Beginning Balance at Mar. 31, 2021 $ (145,792) $ 948 685,253 (416,684)   (415,309)
Beginning Balance, shares at Mar. 31, 2021   94,858,445        
Equity-based compensation 5,634   5,634      
Vesting of restricted shares   $ 7 (7)      
Vesting of restricted shares, shares   653,146        
Shares withheld for tax withholdings (10,557) $ (3) (10,554)      
Shares withheld for tax withholdings, shares   (213,601)        
Exercise of stock options 1,639 $ 1 1,638      
Exercise of stock options, shares   82,491        
Net income (Loss) 127,762     127,762    
Ending Balance at Jun. 30, 2021 (21,314) $ 953 681,964 (288,922)   (415,309)
Ending Balance, shares at Jun. 30, 2021   95,380,481        
Equity-based compensation 13,049   13,049      
Vesting of restricted shares, shares   14,945        
Shares withheld for tax withholdings (171)   (171)      
Shares withheld for tax withholdings, shares   (3,427)        
Exercise of stock options 533 $ 1 532      
Exercise of stock options, shares   27,928        
Repurchase of treasury shares (82,717)         (82,717)
Net income (Loss) 102,097     102,097    
Ending Balance at Sep. 30, 2021 $ 11,477 $ 954 $ 695,374 $ (186,825)   $ (498,026)
Ending Balance, shares at Sep. 30, 2021 95,419,927 95,419,927        
v3.21.2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended
Sep. 30, 2021
Jun. 30, 2020
Mar. 31, 2020
Repurchase of treasury shares, shares 1,533,998   469,785
Accumulated Other Comprehensive (Loss) Income [Member]      
Unrealized gain on derivatives, net of tax expense   $ 318 $ 254
v3.21.2
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Cash Flows From Operating Activities:    
Net income (loss) $ 184,975 $ (266,785)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Depreciation and amortization 109,111 114,006
Amortization of debt issuance costs and discounts 4,842 3,279
Loss on early extinguishment of debt and write-off of discounts and debt issuance costs 52,011  
Deferred income tax provision (benefit) 8,892 (21,305)
Equity-based compensation 23,156 3,203
Other, including loss on sale or disposal of assets, net 3,121 326
Changes in assets and liabilities:    
Accounts receivable (73,695) 30,391
Inventories 4,938 (1,001)
Prepaid expenses and other current assets 1,667 (742)
Accounts payable and accrued expenses 27,969 6,856
Accrued salaries, wages and benefits 11,587 (3,375)
Deferred revenue 58,643 24,973
Other accrued liabilities 1,287 3,659
Right-of-use assets and operating lease liabilities 314 418
Other assets and liabilities (2,381) (1,552)
Net cash provided by (used in) operating activities 416,437 (107,649)
Cash Flows From Investing Activities:    
Capital expenditures (73,591) (75,715)
Net cash used in investing activities (73,591) (75,715)
Cash Flows From Financing Activities:    
Proceeds from issuance of debt, net 1,922,222 713,658
Repayments of long-term debt (2,029,728) (11,629)
Proceeds from draws on revolving credit facility   272,500
Repayments of revolving credit facility   (322,500)
Purchase of treasury stock (77,566) (12,406)
Payment of tax withholdings on equity-based compensation through shares withheld (12,699) (3,350)
Exercise of stock options 4,565 365
Debt issuance costs (23,142) (2,467)
Other financing activities (6,565) (1,861)
Net cash (used in) provided by financing activities (222,913) 632,310
Change in Cash and Cash Equivalents, including Restricted Cash 119,933 448,946
Cash and Cash Equivalents, including Restricted Cash—Beginning of period 435,225 40,925
Cash and Cash Equivalents, including Restricted Cash—End of period 555,158 489,871
Supplemental Disclosure of Noncash Investing and Financing Activities:    
Capital expenditures in accounts payable 22,094 33,925
Other financing arrangements $ 4,239 $ 2,837
v3.21.2
Description of the Business and Basis of Presentation
 9 Months Ended
Sep. 30, 2021
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, which will convert to Sesame Place in 2022); 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 theme park in Langhorne, Pennsylvania (Sesame Place).  

Impact of Global COVID-19 Pandemic

In response to the global COVID-19 pandemic, and in compliance with government restrictions, the Company temporarily closed all of its theme parks effective March 16, 2020. Beginning in June 2020, the Company began the phased reopening of some of its parks with enhanced health, safety and cleaning measures, capacity limitations and/or modified/limited operations, which at times included reduced hours and/or reduced operating days.  By the end of June 2020, the Company had reopened seven of its 12 parks on a limited basis and by August 2020, the Company had reopened 10 of its 12 parks on a limited basis. The Company was unable to reopen its Aquatica water park in California and its Water Country USA water park in Virginia for the 2020 operating season but opened both parks for their 2021 operating season.      

    

The Company’s 2021 financial results continue to be impacted by the COVID-19 pandemic. At the start of 2021, seven of the Company’s 12 parks were open but were operating with capacity limitations or modified/limited operations.  By the end of the second quarter of 2021, all of the Company’s 12 parks were open, and operating without COVID-19 related capacity limitations.  

 

The Company continuously monitors guidance from federal, state and local authorities and engages with governmental authorities as well as medical/scientific consultants. The Company may adjust its plans accordingly as laws change and new information and guidance becomes available.  The COVID-19 pandemic has had, and may continue to have, a material impact on the Company’s financial results.     

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, 2020 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, 2020 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, 2021 or any future period due in part 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 were historically only open for a portion of the year.  However, during 2021, the Company added additional operating days for three of these parks.  In particular, the Company began year-round operations at its SeaWorld park in Texas and began to operate on select days at its Busch Gardens park in Virginia and its Sesame Place park in Pennsylvania.   

The Company’s results of operations for the three and nine months ended September 30, 2020 were materially impacted by the COVID-19 pandemic which ultimately led to temporary park closures effective on March 16, 2020. The timing of these park closures fell during historically high-volume spring break and summer weeks for most of the Company’s parks. The Company’s results of operations for the nine months ended September 30, 2021 continue to be impacted by the COVID-19 pandemic due in part to capacity limitations and/or modified/limited operations which were in place for portions of the respective periods as well as decreased demand due to public concerns associated with the pandemic and restrictions on international travel.  

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets and liabilities, deferred revenue, equity compensation, and the valuation of goodwill and other indefinite-lived intangible assets. Estimates are based on various factors including current and historical trends, as well as other pertinent industry data.  The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes.  Actual results could differ from those estimates. Based on the uncertainty relating to the COVID-19 pandemic, including but not limited to the impact or timing of government restrictions, capacity limitations due to social distancing guidelines, public sentiment on social gatherings, travel and attendance patterns, travel restrictions, effectiveness and adoption of vaccines, potential supply chain disruptions and additional actions which could be taken by government authorities to manage the pandemic, the Company is not certain of the ultimate impact the COVID-19 pandemic could have on its estimates, business or results of operations.

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, or equivalent role, as a basis for allocating resources and assessing performance. 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 Company’s 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 prepaid expenses and 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.  

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

553,570

 

 

$

433,909

 

Restricted cash, included in prepaid expenses and other current assets

 

 

1,588

 

 

 

1,316

 

Total cash, cash equivalents and restricted cash

 

$

555,158

 

 

$

435,225

 

 

Share Repurchase Program and Treasury Stock

From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock.  Shares repurchased under Board authorizations are currently held in treasury for general corporate purposes.  The Company accounts for treasury stock on the trade date under the cost method.  Treasury stock at September 30, 2021 and December 31, 2020 is recorded as a reduction to stockholders’ equity (deficit).  See further discussion of the Company’s share repurchase program in Note 11–Stockholders’ Equity (Deficit).

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products.  For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park.  Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. For pass products purchased on an installment plan that have met their initial commitment period and have transitioned to a month to month basis, monthly charges are recognized as revenue as payments are received each month, with the exception of payments received during the temporary park closures (see further discussion which follows).

The Company estimates future redemption and recognition patterns for admission pass products, which impacts the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.  As a result of the temporary park closures due to the global COVID-19 pandemic, in 2020, the Company upgraded some of its pass products and extended pass expiration dates for at least the equivalent period the related parks were closed.  As a result, the Company adjusted its estimated redemption and recognition patterns on these products to reflect the fact that there was no attendance during the park closures and accordingly the Company did not recognize revenue from these admission products while the parks were closed. For passes under installment plans that had transitioned to a month-to-month basis, the Company temporarily paused monthly charges when the related parks reopened for the equivalent period the respective parks were closed.  Accordingly, payments received during the closure period were recorded as deferred revenue and recognized as revenue once the respective parks reopened, which may not necessarily reflect attendance patterns for these guests.  

Food, merchandise and other revenue primarily consists of food and beverage, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented.  The Company recognizes revenue for food and beverage, merchandise and other in-park products when the related products or services are received by guests.     

At September 30, 2021 and December 31, 2020, the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets primarily relates to the Company’s international agreement, as discussed in the following section.

The following table reflects the Company’s deferred revenue balance as of September 30, 2021 and December 31, 2020:

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

188,441

 

 

$

144,187

 

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

 

 

15,010

 

 

 

13,428

 

Deferred revenue, short-term portion

 

$

173,431

 

 

$

130,759

 

 

The increase in deferred revenue as of September 30, 2021 compared to December 31, 2020 primarily relates to admission product sales, particularly for the Company’s passes and single-day ticket products which have not been fully redeemed.  

International Agreements

The Company has previously received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East to provide certain services pertaining to the planning and design of SeaWorld Abu Dhabi, a marine life theme park on Yas Island (the “Middle East Project”), with funding received expected to offset internal expenses. The Company also receives additional funds from its partner related to other agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project including approximately $2.5 million and $1.9 million of additional deferred revenue recorded in other liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. Separately, the Company recognizes an asset for the costs incurred to fulfill the contract if the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. As a result, approximately $8.2 million and $5.9 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively.  The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. Construction for the Middle East Project is on track and scheduled to be completed by the end of 2022.   
v3.21.2
Recent Accounting Pronouncements
 9 Months Ended
Sep. 30, 2021
Accounting Changes And Error Corrections [Abstract]  
Recent Accounting Pronouncements

2. RECENT ACCOUNTING PRONOUNCEMENTS

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

Recently Implemented Accounting Standards

On January 1, 2021, the Company adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures:  

 

 

•

ASU 2020-04, Reference Rate Reform (Topic 848), provides optional transition guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate (“LIBOR”), with optional expedients related to the application of GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The provisions of this ASU are effective upon issuance and can be applied prospectively through December 31, 2022. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosure.

 

 

•

ASU 2019-12, Simplifying the Accounting for Income Taxes, simplifies various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 was effective for the Company beginning January 1, 2021. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures.
v3.21.2
Earnings (Loss) Per Share
 9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

3. EARNINGS (LOSS) PER SHARE

Earnings (loss) per share is computed as follows:

 

 

For the Three Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings (loss) per share

 

$

102,097

 

 

 

78,962

 

 

$

1.29

 

 

$

(79,237

)

 

 

78,154

 

 

$

(1.01

)

Effect of dilutive incentive-based awards

 

 

 

 

 

 

988

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

Diluted earnings (loss) per share

 

$

102,097

 

 

 

79,950

 

 

$

1.28

 

 

$

(79,237

)

 

 

78,154

 

 

$

(1.01

)

 

 

 

For the Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings (loss) per share

 

$

184,975

 

 

 

78,804

 

 

$

2.35

 

 

$

(266,785

)

 

 

78,153

 

 

$

(3.41

)

Effect of dilutive incentive-based awards

 

 

 

 

 

 

1,261

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

Diluted earnings (loss) per share

 

$

184,975

 

 

 

80,065

 

 

$

2.31

 

 

$

(266,785

)

 

 

78,153

 

 

$

(3.41

)

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

Diluted earnings (loss) per share is determined using the treasury stock method based on the dilutive effect of unvested restricted stock and certain shares of common stock that are issuable upon exercise of stock options. During the three and nine months ended September 30, 2021, there were approximately 178,000 and 143,000 anti-dilutive shares excluded from the computation of diluted earnings per share, respectively. During the three and nine months ended September 30, 2020, there were approximately 2,533,000 and 2,195,000 potentially dilutive shares excluded from the computation of diluted loss per share, respectively, 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 1,100,000 and 1,452,000 as of September 30, 2021 and 2020, 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.  
v3.21.2
Income Taxes
 9 Months Ended
Sep. 30, 2021
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 nine months ended September 30, 2021 was 8.0% and 6.2%, respectively, and differs from the effective statutory federal income tax rate of 21.0% primarily due to valuation allowance adjustments on federal and state carryforwards as described below, state income taxes, and deductible equity-based compensation.   

Due to the uncertainty of realizing the benefit from deferred tax assets, tax positions are reviewed at least quarterly by assessing future expected taxable income from all sources.  Realization of deferred tax assets arising from net operating loss carryforwards and charitable contribution carryforwards, is dependent upon generating sufficient taxable income prior to expiration of the carryforwards, which may include the reversal of deferred tax liability components.  Based on its analysis, the Company believes that some of its deferred tax assets may not be realized. Therefore, as of September 30, 2021 and December 31, 2020, respectively, the Company had recorded valuation allowances of approximately $2.5 million and $39.5 million for federal net operating loss carryforwards, approximately $10.2 million and $15.0 million, net of federal tax benefit, for certain state net operating loss carryforwards, approximately $3.1 million and $7.1 million for federal tax credits, and approximately $4.5 million and $4.0 million for charitable contributions.     

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.

The computation of the estimated annual effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the forecasted pre-tax income or loss for the year, projections of the proportion of income and/or loss earned and taxed in respective jurisdictions, permanent and temporary differences, and the likelihood of the realizability of deferred tax assets generated in the current year. The volatile global economic conditions resulting from the COVID-19 pandemic, the impacts of which are difficult to predict, may cause fluctuations in the Company’s forecasted pre-tax income or loss for the year, which could create volatility in its estimated annual effective tax rate. The estimates used to compute the provision or benefit for income taxes may change as new events occur, additional information is obtained or as the Company’s tax environment changes. To the extent that the estimated annual effective tax rate changes, the effect of the change on prior interim periods is included in the income tax provision in the period in which the change in estimate occurs.

The Company’s valuation allowances, in part, also rely on estimates and assumptions related to future financial performance. Given the macroeconomic environment related to the COVID-19 pandemic and the uncertainties regarding the related impact on financial performance or if tax legislation changes, the Company’s valuation allowances may need to be further adjusted in the future.  Due to recent improvements in operating results management believes it is reasonably possible that a portion or all of the remaining valuation allowances may no longer be needed by year end.  Release of any valuation allowances would result in the recognition of certain deferred tax assets and a decrease to income tax expense in the period any release is recorded.  The exact timing and amount of any release is subject to change based on the level of profitability the Company is able to achieve.
v3.21.2
Other Accrued Liabilities
 9 Months Ended
Sep. 30, 2021
Payables And Accruals [Abstract]  
Other Accrued Liabilities

5. OTHER ACCRUED LIABILITIES

Other accrued liabilities at September 30, 2021 and December 31, 2020, consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Accrued interest

 

$

13,143

 

 

$

23,422

 

Accrued taxes

 

 

11,694

 

 

 

10,518

 

Self-insurance reserve

 

 

7,458

 

 

 

7,540

 

Other

 

 

23,131

 

 

 

9,470

 

Total other accrued liabilities

 

$

55,426

 

 

$

50,950

 

As of September 30, 2021, other accrued liabilities above includes approximately $9.5 million related to certain contractual liabilities arising from the temporary COVID-19 park closures and approximately $5.2 million related to share repurchases not yet settled.

As of December 31, 2020, accrued interest above primarily relates to interest associated with the Company’s second-priority senior secured notes issued in August 2020, for which interest was paid bi-annually in February and August and the first-priority senior secured notes issued in April 2020, for which interest is paid bi-annually in November and May. See further discussion in Note 6–Long-Term Debt.
v3.21.2
Long-Term Debt
 9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt, net, as of September 30, 2021 and December 31, 2020 consisted of the following:

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Term B Loans (effective interest rate of 3.50% at September 30, 2021)

 

$

1,200,000

 

 

$

—

 

Term B-5 Loans (effective interest rate of 3.75% at December 31, 2020)

 

 

—

 

 

 

1,492,378

 

Senior Notes due 2029 (interest rate of 5.25%)

 

 

725,000

 

 

 

—

 

First-Priority Senior Secured Notes due 2025 (interest rate of 8.75%)

 

 

227,500

 

 

 

227,500

 

Second-Priority Senior Secured Notes due 2025 (interest rate of 9.50%)

 

 

—

 

 

 

500,000

 

Total long-term debt

 

 

2,152,500

 

 

 

2,219,878

 

Less: unamortized discounts and debt issuance costs

 

 

(34,134

)

 

 

(27,236

)

Less: current maturities

 

 

(12,000

)

 

 

(15,505

)

Total long-term debt, net

 

$

2,106,366

 

 

$

2,177,137

 

 

Refinancing Transactions

On August 25, 2021 (the “Closing Date”), SEA entered into a Restatement Agreement (the “Restatement Agreement”) pursuant to which SEA amended and restated its existing senior secured credit agreement dated as of December 1, 2009 (as amended, restated, supplemented or otherwise modified from time to time, and the senior secured credit facilities thereunder (the “Existing Secured Credit Facilities”), and, as amended and restated by the Restatement Agreement (the “Amended and Restated Credit Agreement”).

The Amended and Restated Credit Agreement provides for senior secured financing of up to $1,585.0 million, consisting of:

 

(i)

a first lien term loan facility (the “Term Loan Facility” and the loans thereunder, the “Term B Loans”), in an aggregate principal amount of $1,200.0 million which was fully drawn on the Closing Date. The Term Loan Facility will mature on August 25, 2028; and

 

(ii)

a first lien revolving credit facility (the “Revolving Credit Facility” (and the loans thereunder, the “Revolving Loans”) and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”), in an aggregate committed principal amount of $385.0 million, including both a letter of credit sub-facility and a swingline loan sub-facility.  The Revolving Credit Facility will mature on August 25, 2026.

 

Also on August 25, 2021, SEA completed a private offering of $725.0 million aggregate principal amount of 5.250% senior notes due 2029 (the “Senior Notes”). See Senior Notes section which follows for more details.

The Company used proceeds of the Term B Loans drawn on the Closing Date, together with the proceeds from the offering of the Senior Notes and cash on hand, to redeem SEA’s outstanding 9.500% second-priority senior secured notes due 2025 (the “Second-Priority Senior Secured Notes”), to refinance the SEA’s Existing Secured Credit Facilities, and to pay related expenses of the offering and refinancing (collectively, the “Refinancing Transactions”). As a result of the Refinancing Transactions, on August 25, 2021, SEA terminated its Existing Secured Credit Facilities and associated Term B-5 Loans and repaid all of its related outstanding obligations in respect of principal, interest and fees.

Prior to the Refinancing Transactions, on July 14, 2021, SEA completed a redemption of $50.0 million of its Second-Priority Senior Secured Notes and separately on August 25, 2021, SEA completed another redemption of $50.0 million of its Second-Priority Senior Secured Notes (collectively, the “Partial Redemptions”). Pursuant to the Partial Redemptions, the aggregate principal amount of the Second-Priority Senior Secured Notes were redeemed at a price equal to 103.000% of the respective principal amounts thereof, plus accrued and unpaid interest thereon to, but excluding, the respective redemption dates. In connection with the Refinancing Transactions, SEA also redeemed the remaining $400.0 million of its Second-Priority Senior Secured Notes (the “Full Redemption”). Pursuant to the Full Redemption, all of the aggregate principal amount of the Second-Priority Senior Secured Notes were redeemed at a price equal to the sum of (a) 100.000% of the outstanding principal amount of the Second-Priority Senior Secured Notes redeemed pursuant to the Full Redemption plus (b) approximately $34.3 million related to the Applicable Premium (as defined in the respective indenture), which is included in loss on early extinguishment of debt and write-off of discounts and debt issuance costs for the three and nine months ended September 30, 2021, plus (c) accrued and unpaid interest thereon to, but excluding, the redemption date.

In connection with the Refinancing Transactions, SEA recorded a discount of $12.0 million and debt issuance costs of $12.5 million during the three and nine months ended September 30, 2021.  Additionally, SEA wrote-off debt issuance costs and discounts of $21.5 million which is included in loss on early extinguishment of debt and write-off of discounts and debt issuance costs in the accompanying condensed consolidated statement of comprehensive income (loss) for the three and nine months ended September 30, 2021.

Senior Secured Credit Facilities

Borrowings of the Term B Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest quoted in the print edition of the Wall Street Journal, Money Rates Section as the prime rate as in effect from time to time and (c) one-month Adjusted LIBOR plus 1% per annum (provided that in no event shall such ABR rate with respect to the Term B Loans be less than 1.50% per annum) (“ABR”), in each case, plus an applicable margin of 2.00% or (ii) a LIBOR rate for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Term B Loans be less than 0.50% per annum) (“LIBOR”) plus an applicable margin of 3.00%.

Borrowings of the Revolving Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Revolving Loans be less than 1.00% per annum) plus an applicable margin equal to 1.75% or (ii) LIBOR (provided that in no event shall such LIBOR rate with respect to the Revolving Loans be less than 0.00%) plus an applicable margin of 2.75%. The applicable margin for borrowings of Revolving Loans are subject to one 25 basis point step-down upon achievement by the Company of certain corporate credit ratings.

In addition to paying interest on the outstanding principal under the Senior Secured Credit Facilities, the Company is required to pay a commitment fee equal to 0.50% per annum to the lenders under the Revolving Credit Facility in respect of the unutilized commitments thereunder. The Company will also be required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and a fronting fee computed at a rate equal to 0.125% per annum on the daily stated amount of each letter of credit.

The Senior Secured Credit Facilities require scheduled amortization payments on the term loans in quarterly amounts equal to 0.25% of the original principal amount of the Term B Loans, payable quarterly (commencing on December 31, 2021), with the balance to be paid at maturity.

In addition, the Senior Secured Credit Facilities require the Company to prepay outstanding term loan borrowings, subject to certain exceptions, with:

 

-

beginning with the fiscal year ending on December 31, 2022, 50% (which percentage will be reduced to 25% and 0% if the Company satisfies certain net first lien senior secured leverage ratios) of annual excess cash flow, as defined under the Senior Secured Credit Facilities;

 

-

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

 

-

100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities.

The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time, without prepayment premium or penalty, except in connection with a repricing event in respect of the term loans as described below, subject to customary “breakage” costs with respect to LIBOR rate loans.

Any refinancing through the issuance of certain debt or any repricing amendment, in either case, that constitutes a “repricing event” applicable to the term loans resulting in a lower yield occurring at any time during the first six months after the Closing Date will be accompanied by a 1.00% prepayment premium or fee, as applicable.

All borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the absence of a default or event of default and the accuracy of representations and warranties in all material respects.

All obligations under the Senior Secured Credit Facilities are unconditionally guaranteed by the Company on a limited-recourse basis and each of SEA’s existing and future direct and indirect wholly owned material domestic subsidiaries, subject to certain exceptions. The obligations are secured by a pledge of SEA’s capital stock directly held by the Company and substantially all of SEA’s assets and those of each guarantor (other than the Company), including a pledge of the capital stock of all entities directly held by SEA or the guarantors, in each case subject to exceptions. Such security interests consist of a first-priority lien with respect to the collateral.

As of September 30, 2021, SEA had approximately $20.5 million of outstanding letters of credit, leaving approximately $364.5 million available under the Revolving Credit Facility, which was not drawn upon as of September 30, 2021.

First-Priority Senior Secured Notes

On April 30, 2020, SEA closed on a private offering of $227.5 million aggregate principal amount of 8.750% first-priority senior secured notes due 2025 (the “First-Priority Senior Secured Notes”).  

The First-Priority Senior Secured Notes mature on May 1, 2025 and have interest payment dates of May 1 and November 1 with the first interest payment paid on November 2, 2020.  On or after May 1, 2022, SEA may redeem the First-Priority Senior Secured Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100% of the First-Priority Senior Secured Notes after certain events constituting a change of control at a redemption price of 101%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the First-Priority Senior Secured Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price  of 108.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The First-Priority Senior Secured Notes are fully and unconditionally guaranteed by the Company, any subsidiary of the Company that directly or indirectly owns 100% of the issued and outstanding equity interests of SEA, and subject to certain exceptions, each of SEA’s subsidiaries that guarantees SEA’s existing senior secured credit facilities.

Second-Priority Senior Secured Notes

On August 5, 2020, SEA closed on a private offering of $500.0 million aggregate principal amount of Second-Priority Senior Secured Notes. Net of expenses related to the offering of the Second-Priority Senior Secured Notes and an amendment to its then existing senior secured credit agreement, the Company used a portion of the proceeds from the issuance of the Second-Priority Senior Secured Notes to repay the then outstanding borrowings of $311.0 million under the Revolving Credit Facility.  The Second-Priority Senior Secured Notes were scheduled to mature on August 1, 2025 and had interest payment dates of February 1 and August 1 with the first interest payment paid on February 1, 2021. See additional discussion regarding the full redemption of the Second-Priority Senior Secured Notes in the preceding Refinancing Transactions section.

In connection with the issuance of the First-Priority Senior Secured Notes and Second-Priority Senior Secured Notes, and as a result of certain amendments to SEA’s then existing senior secured credit agreement, SEA recorded discounts and fees of approximately $13.6 million and $21.4 million during the three and nine months ended September 30, 2020, respectively.

Senior Notes

The Senior Notes will mature on August 15, 2029. Interest on the Senior Notes will accrue at 5.250% per annum and will be paid semi-annually, in arrears on February 15 and August 15 of each year, beginning February 15, 2022.

On or after August 15, 2024, SEA may redeem the Senior Notes, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on August 15 of the years as follows: (i) in 2024 at 102.625%; (ii) in 2025 at 101.313%; and (iii) in 2026 and thereafter at 100%. In addition, prior to August 15, 2024, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus the “Applicable Premium” and accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding the foregoing, subject to the provisions set forth in the Indenture, at any time and from time to time on or prior to August 15, 2024, SEA may redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Notes (calculated after giving effect to any issuance of additional Senior Notes) in an aggregate amount equal to the net cash proceeds of one or more equity offerings at a redemption price equal to 105.250%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Additionally, upon the occurrence of specified change of control events, each holder will have the right to require SEA to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101%.

Restrictive Covenants

The Amended and Restated Credit Agreement governing the Senior Secured Credit Facilities and the indentures governing the Senior Notes and First-Priority Senior Secured Notes (collectively, the “Debt Agreements”), contain covenants that limit the ability of the Company, SEA and its restricted subsidiaries to, among other things: (i) incur additional indebtedness or issue certain preferred shares; (ii) make dividend payments on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make certain investments; (iv) sell certain assets; (v) create or permit to exist dividend and/or payment restrictions affecting their restricted subsidiaries; (vi) create liens on assets; (vii) consolidate, merge, sell or otherwise dispose of all or substantially all of their assets; and (viii) enter into certain transactions with their affiliates. These covenants are subject to a number of important limitations and exceptions and are based, in part on the Company’s ability to satisfy certain tests and engage in certain transactions based on Covenant Adjusted EBITDA.  Covenant Adjusted EBITDA differs from Adjusted EBITDA due to certain adjustments permitted under the relevant agreements, including but not limited to estimated cost savings, recruiting and retention costs, public company compliance costs, litigation and arbitration costs and other costs and adjustments as permitted under the Debt Agreements.  

The Debt Agreements contain certain customary events of default, including relating to a change of control. If an event of default occurs, the lenders under the Debt Agreements will be entitled to take various actions, including the acceleration of amounts due under the Debt Agreements and all actions permitted to be taken by a secured creditor in respect of the collateral securing the Debt Agreements.

The Revolving Credit Facility requires that the Company, commencing as of the last day of the first full fiscal quarter after the Closing Date and subject to a testing threshold, comply on a quarterly basis with a maximum net first lien senior secured leverage ratio of 6.25 to 1.00. The testing threshold will be satisfied (and therefore the covenant must be complied with at the end of such quarter) if the aggregate amount of funded loans and issued letters of credit (excluding up to $30.0 million of undrawn letters of credit under the Revolving Credit Facility and letters of credit that are cash collateralized) under the Revolving Credit Facility on such date exceeds an amount equal to 35% of the then-outstanding commitments under the Revolving Credit Facility.

The Debt Agreements permit an unlimited capacity for restricted payments if the net total leverage ratio on a pro forma basis does not exceed 4.25 to 1.00 after giving effect to the payment of any such restricted payment. As of September 30, 2021, the net total leverage ratio as calculated under the Debt Agreements was 2.88 to 1.00.

SEA’s obligations under the Senior Notes and related indenture are guaranteed, jointly and severally, on a senior secured basis, by the Guarantors, as defined, in accordance with the provisions of the indenture.

As of September 30, 2021, SEA was in compliance with all covenants contained in the documents governing the Debt Agreements.

Long-term debt at September 30, 2021 is repayable as follows and does not include the impact of any future voluntary prepayments.

 

Years Ending December 31:

 

(In thousands)

 

Remainder of 2021

 

$

3,000

 

2022

 

 

12,000

 

2023

 

 

12,000

 

2024

 

 

12,000

 

2025

 

 

239,500

 

Thereafter

 

 

1,874,000

 

Total

 

$

2,152,500

 

Interest Rate Swap Agreements

The Company previously had five interest rate swap agreements (the “Interest Rate Swap Agreements”) which effectively fixed the interest rate on the LIBOR-indexed interest payments associated with $1.0 billion of SEA’s outstanding long-term debt. The Interest Rate Swap Agreements expired on May 14, 2020.

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 Second-Priority Senior Secured Notes, the Senior Secured Credit Facilities and the First-Priority Senior Secured Notes, net of amounts capitalized, as applicable, was $95.8 million in the nine months ended September 30, 2021.  Cash paid for interest relating to the Senior Secured Credit Facilities and the Interest Rate Swap Agreements, net of amounts capitalized, as applicable, was $51.0 million in the nine months ended September 30, 2020.

v3.21.2
Derivative Instruments and Hedging Activities
 9 Months Ended
Sep. 30, 2021
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 at times through the use of derivative financial instruments. Specifically, the Company previously entered 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 were 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.

In May 2020, the Company’s Interest Rate Swap Agreements expired. As such, the Company did not have any derivative instruments outstanding as of September 30, 2021 and December 31, 2020. 

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives were to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily used interest rate swaps at times as part of its interest rate risk management strategy. During the nine months ended September 30, 2020, such derivatives were used to hedge a portion of the variable cash flows associated with existing variable-rate debt.

The Interest Rate Swap Agreements were 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 were recorded in accumulated other comprehensive (loss) income and were subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. Amounts reported in accumulated other comprehensive (loss) income related to derivatives were reclassified to interest expense as interest payments were made on the Company’s variable-rate debt.  

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 nine months ended September 30, 2020:

 

 

 

Nine Months Ended September 30,

 

 

 

2020

 

Derivatives in Cash Flow Hedging Relationships:

 

(In thousands)

 

Loss recognized in accumulated other comprehensive (loss) income

 

$

(370

)

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

 

$

2,501

 

 

 
v3.21.2
Fair Value Measurements
 9 Months Ended
Sep. 30, 2021
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.

 

Of the Company’s long-term obligations as of September 30, 2021, the Term B Loans are classified in Level 2 of the fair value hierarchy and the First-Priority Senior Secured Notes and the Senior Notes are classified in Level 1 of the fair value hierarchy. Of the Company’s long-term obligations as of December 31, 2020, the Term B-5 Loans are classified in Level 2 of the fair value hierarchy and the First-Priority Senior Secured Notes and the Second-Priority Senior Secured Notes are classified in Level 1 of the fair value hierarchy. The fair value of the Term B Loans and the Term B-5 Loans approximates their carrying value, excluding unamortized debt issuance costs and discounts, due in part to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The fair value of the First-Priority Senior Secured Notes, Senior Notes, and Second-Priority Senior Secured Notes was determined using quoted prices in active markets for identical instruments. 

The Company did not have any assets measured on a recurring basis at fair value as of September 30, 2021 and December 31, 2020. The Company maintains its long-term liabilities at carrying value, net of unamortized debt issuance costs and discounts, in the unaudited condensed consolidated balance sheet.

The following table presents the Company’s estimated fair value measurements and related classifications for liabilities measured on a recurring basis as of September 30, 2021:

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

September 30,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2021

 

Liabilities:

(In thousands)

 

Long-term obligations (a)

$

984,400

 

 

$

1,200,000

 

 

$

—

 

 

$

2,184,400

 

 

(a)

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 $12.0 million and long-term debt of $2.106 billion as of September 30, 2021.

 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, 2020:

 

 

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)

 

 

2020

 

Liabilities:

(In thousands)

 

Long-term obligations (a)

$

787,975

 

 

$

1,492,378

 

 

$

—

 

 

$

2,280,353

 

 

 

 

(a)

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 $15.5 million and long-term debt of $2.177 billion as of December 31, 2020.
v3.21.2
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2021
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

9. COMMITMENTS AND CONTINGENCIES

2020 Settled Matters

In 2020, the Company received final court approval of a settlement for a previously disclosed stockholder class action lawsuit, captioned Baker v. SeaWorld Entertainment, Inc., et al. The settlement required the Company to pay $65.0 million and did not include or constitute an admission, concession, or finding of any fault, liability, or wrongdoing by the Company or any defendant. During the year ended December 31, 2019, the Company recorded $32.1 million of legal settlement charges, net of insurance recoveries, related to this case. The full settlement amount was funded during the nine months ended September 30, 2020.

In 2020, the Company received final court approval of a settlement for a previously disclosed putative derivative lawsuit captioned Kistenmacher v. Atchison, et al.  Pursuant to the settlement, the Company received $12.5 million of insurance proceeds from its insurers and adopted certain corporate governance modifications. During the nine months ended September 30, 2020, the Company recorded a legal settlement gain of $12.5 million related to insurance proceeds received in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).

Legal Proceedings

Securities Class Action Lawsuit

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. The plaintiffs allege, among other things, that the defendants made false and misleading statements in violation of the federal securities laws and Florida common law, regarding the impact of the film 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 have indicated to the Company they believe the damages are in the range of $30 million to $35 million before considering interest.  In 2018, defendants moved for partial dismissal of the complaint.  In 2019, the Court granted defendants’ motion and dismissed plaintiffs’ Florida state law claims as well as federal securities law claims based on the Company’s second quarter 2013 earnings statements. The parties have completed discovery and each has filed a summary judgment motion. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously. While there can be no assurance regarding the ultimate outcome of this lawsuit, the Company believes that any potential loss would not be material.

Other Lawsuits

In October 2018, the Company received a demand letter from attorneys representing certain former employees who claim that the terms of their respective separation agreements entitle them to certain favorable modifications made to certain performance vesting restricted shares issued under the Company’s 2013 Omnibus Incentive Plan (the “Plan”).

In November 2020, the Company filed in the Court of Chancery of the State of Delaware an action for declaratory judgment seeking a declaration that the threatened claims of the former employees are time-barred and without merit. In response, the defendant former employees filed a motion to dismiss or in the alternative to stay and compel arbitration. The parties have arbitrated solely whether the former employees’ claims are subject to arbitration. The arbitrator determined that the dispute is governed by the forum selection clauses of the equity award amendments and that the former employees’ claims are not arbitrable. In terms of potential exposure, the value of the total shares at issue for these certain former employees depends largely upon the Company’s current share price, which fluctuates daily. Approximately 300,000 shares are at issue. The Company believes that the former employees’ claims are without merit and intends to defend vigorously its positions. While there can be no assurance regarding the ultimate outcome of this matter, the Company believes that any potential loss would not be material.

Other Matters

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

Other than those matters discussed above, from time to time, various parties also bring other lawsuits against the Company. Matters where an unfavorable outcome to the Company is probable and which can be reasonably estimated are accrued. Such accruals, which are not material for any period presented, are based on information known about the matters, the Company’s estimate of the outcomes of such matters, and the Company’s experience in contesting, litigating and settling similar matters. Matters that are considered reasonably possible to result in a material loss are not accrued for, but an estimate of the possible loss or range of loss is disclosed, if such amount or range can be determined. At this time, management does not expect any such known claims, legal proceedings or regulatory matters to have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

License Commitments

Pursuant to a license agreement (“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.  The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) no later than mid-2021 and minimum annual capital and marketing thresholds.  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. As of September 30, 2021, the Company estimates the combined remaining obligations for these commitments could be up to approximately $40.0 million over the remaining current term of the agreement. In October 2019, the Company announced that it planned to convert Aquatica San Diego into its second Sesame Place Standalone Park in the spring of 2021. While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic. The Company has opened its Aquatica San Diego park for the 2021 operating season and currently expects to open this park rebranded as its second Sesame Place Standalone Park in 2022. 

Anheuser-Busch, Incorporated has granted the Company a perpetual, exclusive, worldwide, royalty-free license to use the Busch Gardens trademark and certain related domain names in connection with the operation, marketing, promotion and advertising of certain of the Company’s theme parks, as well as in connection with the production, use, distribution and sale of merchandise sold in connection with such theme parks. Under the license, the Company is required to indemnify ABI against losses related to the use of the marks.
v3.21.2
Equity-Based Compensation
 9 Months Ended
Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

10. 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.  

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

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

3,297

 

 

$

711

 

 

$

5,799

 

 

$

(366

)

Equity compensation expense included in selling, general and administrative expenses

 

 

9,752

 

 

 

2,773

 

 

 

17,357

 

 

 

3,569

 

Total equity compensation expense

 

$

13,049

 

 

$

3,484

 

 

$

23,156

 

 

$

3,203

 

 

 

During the nine months ended September 30, 2020, expense was reversed related to certain performance vesting restricted units which were no longer considered probable of vesting and certain outstanding unvested equity awards previously held by the Company’s former chief executive officer which were forfeited in connection with his departure.

 

During the three and nine months ended September 30, 2021, cumulative equity compensation expense was recorded related to certain performance vesting restricted awards which were previously not considered likely of vesting. See Long-term Incentive Performance Restricted Awards section which follows for further details.

Omnibus Incentive Plan

The Company has reserved 15.0 million shares of common stock for issuance under its Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 7.9 million shares are available for future issuance as of September 30, 2021. The Company has outstanding time restricted awards, performance restricted awards and incentive stock options.    

Bonus Performance Restricted Units  

During the nine months ended September 30, 2021, the Company granted approximately 120,000 performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with its annual bonus plan for 2021 (the “2021 Bonus Plan”).  The 2021 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, as defined by the 2021 Bonus Plan, with respect to the year ended December 31, 2021 (the “Fiscal 2021”).  The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2021 which ranges from 0% (if below threshold performance), to 125% (if at maximum performance) with opportunities to earn above 125% when achievement is above the maximum performance for certain metrics.  

Due to the impact of the COVID-19 pandemic, the Company did not have an annual bonus plan for the fiscal year ended December 31, 2020 (“Fiscal 2020”); however, based on a discretionary review of performance in light of the negative impact of the COVID-19 pandemic on the Company’s business, the Compensation Committee determined to make discretionary equity awards to the Company’s bonus eligible employees during the nine months ended September 30, 2021.  These awards were paid entirely in restricted stock units that vest 50% each on the first and second anniversaries of the date of grant.

Long-term Incentive Performance Restricted Awards

During the nine months ended September 30, 2021, the Company granted long-term incentive plan awards for 2021 (the “2021 Long-Term Incentive Grant”) which were comprised of approximately 120,000 nonqualified stock options (the “Long-Term Incentive Options”) and approximately 120,000 performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”).

Long-Term Incentive Options

The Long-Term Incentive Options vest over three years, with 20% vesting on each of the first two anniversaries of the grant date and 60% vesting on the third anniversary of the grant date, subject to continued employment through the applicable vesting date. Equity compensation expense for these options is recognized for each tranche over the vesting period using the straight-line method. Upon stock option exercises, authorized but unissued shares are issued by the Company.

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units are expected to vest following the end of the three-year performance period beginning on January 1, 2021 and ending on December 31, 2023 (the “Performance Period”) based upon the Company’s achievement of specified performance goals during the Performance Period.  The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 100% (for target or above performance). Upon achievement of at least the threshold performance goals, only 25% to 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period.

Performance for the test period must meet or exceed at least 95% of the prior year’s performance before up to the remaining 50% of the units can be earned.

The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is likely to be achieved.  If the probability of vesting related to 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 current assumptions been used since the grant date is recorded as a cumulative catch-up at such subsequent date.  Based on the Company’s likely future achievement of respective performance goals as of September 30, 2021, equity compensation expense was recorded during the three and nine months ended September 30, 2021 related to a portion of its performance-vesting restricted awards which were previously not considered likely of vesting.  
v3.21.2
Stockholders’ Equity (Deficit)
 9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
Stockholders’ Equity (Deficit)

11. STOCKHOLDERS’ EQUITY (DEFICIT)

As of September 30, 2021, 95,419,927 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which includes 17,794,246 shares of treasury stock held by the Company and excludes 52,353 unvested shares of common stock and 2,045,524 unvested restricted stock units or deferred stock units held by certain participants in the Company’s equity compensation plans or members of the Company’s Board of Directors (the “Board”) (see Note 10–Equity-Based Compensation).  

Share Repurchase Program

The Board had previously authorized a share repurchase program of up to $250.0 million of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act.

During the nine months ended September 30, 2021, the Company repurchased 1,533,998 shares for an aggregate total of approximately $82.7 million. As of September 30, 2021, the Company has approximately $154.9 million available under the Share Repurchase Program. Subsequent to September 30, 2021, the Company repurchased 457,327 shares for an aggregate total of approximately $26.8 million, leaving $128.1 million available under the Share Repurchase Program as of November 9, 2021.

During the nine months ended September 30, 2020, prior to the COVID-19 temporary park closures, the Company completed a share repurchase of 469,785 shares for an aggregate total of approximately $12.4 million.

The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time. The number of shares to be purchased and the timing of purchases will be based on the Company’s trading windows and available liquidity, general business and market conditions, and other factors, including legal requirements, debt covenant restrictions and alternative investment opportunities.
v3.21.2
Severance and Other Separation Costs
 9 Months Ended
Sep. 30, 2021
Restructuring And Related Activities [Abstract]  
Severance and Other Separation Costs

12. SEVERANCE AND OTHER SEPARATION COSTS

In September 2020, the Company committed to a plan of termination (the “2020 Restructuring Program”) primarily impacting some of the Company’s previously furloughed salaried, full-time and part-time employees. Substantially all of the impacted employees were furloughed as part of the Company’s efforts to reduce operating expenses and adjust cash flows in light of business circumstances associated with the COVID-19 pandemic. Due to the sudden and unforeseeable economic impacts of the pandemic on the Company’s business operations, that were not reasonably foreseeable at the time of the temporary furloughs, the Company transitioned certain park and corporate personnel from a furloughed status to a permanent layoff. As a result, during the three and nine months ended September 30, 2020, the Company recorded approximately $2.5 million in pre-tax restructuring charges primarily related to severance and other termination benefits related to the 2020 Restructuring Program, which is included in severance and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).

Related activity through the nine months ended September 30, 2021 related to the 2020 Restructuring Program was as follows:

 

 

 

2020 Restructuring Program

 

 

 

(In thousands)

 

Liability as of December 31, 2019

 

$

—

 

Costs incurred

 

 

2,658

 

Payments made

 

 

(2,513

)

Liability as of December 31, 2020

 

$

145

 

Costs incurred

 

 

—

 

Payments made

 

 

(145

)

Liability as of September 30, 2021

 

$

—

 

 

The Company continues to be committed to continuous improvement and regularly evaluates operations to ensure it is properly organized for performance and efficiency.  As a result, during the nine months ended September 30, 2021, the Company recorded approximately $1.6 million in pre-tax charges primarily consisting of severance and other termination benefits related to positions eliminated in 2021, which is included in severance and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss).
v3.21.2
Description of the Business and Basis of Presentation (Policies)
 9 Months Ended
Sep. 30, 2021
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, which will convert to Sesame Place in 2022); 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 theme park in Langhorne, Pennsylvania (Sesame Place).  
Impact of Global COVID -19 Pandemic

Impact of Global COVID-19 Pandemic

In response to the global COVID-19 pandemic, and in compliance with government restrictions, the Company temporarily closed all of its theme parks effective March 16, 2020. Beginning in June 2020, the Company began the phased reopening of some of its parks with enhanced health, safety and cleaning measures, capacity limitations and/or modified/limited operations, which at times included reduced hours and/or reduced operating days.  By the end of June 2020, the Company had reopened seven of its 12 parks on a limited basis and by August 2020, the Company had reopened 10 of its 12 parks on a limited basis. The Company was unable to reopen its Aquatica water park in California and its Water Country USA water park in Virginia for the 2020 operating season but opened both parks for their 2021 operating season.      

    

The Company’s 2021 financial results continue to be impacted by the COVID-19 pandemic. At the start of 2021, seven of the Company’s 12 parks were open but were operating with capacity limitations or modified/limited operations.  By the end of the second quarter of 2021, all of the Company’s 12 parks were open, and operating without COVID-19 related capacity limitations.  

 

The Company continuously monitors guidance from federal, state and local authorities and engages with governmental authorities as well as medical/scientific consultants. The Company may adjust its plans accordingly as laws change and new information and guidance becomes available.  The COVID-19 pandemic has had, and may continue to have, a material impact on the Company’s financial results.     
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, 2020 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, 2020 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, 2021 or any future period due in part 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 were historically only open for a portion of the year.  However, during 2021, the Company added additional operating days for three of these parks.  In particular, the Company began year-round operations at its SeaWorld park in Texas and began to operate on select days at its Busch Gardens park in Virginia and its Sesame Place park in Pennsylvania.   

The Company’s results of operations for the three and nine months ended September 30, 2020 were materially impacted by the COVID-19 pandemic which ultimately led to temporary park closures effective on March 16, 2020. The timing of these park closures fell during historically high-volume spring break and summer weeks for most of the Company’s parks. The Company’s results of operations for the nine months ended September 30, 2021 continue to be impacted by the COVID-19 pandemic due in part to capacity limitations and/or modified/limited operations which were in place for portions of the respective periods as well as decreased demand due to public concerns associated with the pandemic and restrictions on international travel.  

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including SEA. All intercompany accounts have been eliminated in consolidation.
Use of Estimates

Use of Estimates

The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions include, but are not limited to, the accounting for self-insurance, deferred tax assets and liabilities, deferred revenue, equity compensation, and the valuation of goodwill and other indefinite-lived intangible assets. Estimates are based on various factors including current and historical trends, as well as other pertinent industry data.  The Company regularly evaluates this information to determine if it is necessary to update the basis for its estimates and to adjust for known changes.  Actual results could differ from those estimates. Based on the uncertainty relating to the COVID-19 pandemic, including but not limited to the impact or timing of government restrictions, capacity limitations due to social distancing guidelines, public sentiment on social gatherings, travel and attendance patterns, travel restrictions, effectiveness and adoption of vaccines, potential supply chain disruptions and additional actions which could be taken by government authorities to manage the pandemic, the Company is not certain of the ultimate impact the COVID-19 pandemic could have on its estimates, business or results of operations.
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, or equivalent role, as a basis for allocating resources and assessing performance. 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 Company’s 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 prepaid expenses and 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.  

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

553,570

 

 

$

433,909

 

Restricted cash, included in prepaid expenses and other current assets

 

 

1,588

 

 

 

1,316

 

Total cash, cash equivalents and restricted cash

 

$

555,158

 

 

$

435,225

 
Share Repurchase Program and Treasury Stock

Share Repurchase Program and Treasury Stock

From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock.  Shares repurchased under Board authorizations are currently held in treasury for general corporate purposes.  The Company accounts for treasury stock on the trade date under the cost method.  Treasury stock at September 30, 2021 and December 31, 2020 is recorded as a reduction to stockholders’ equity (deficit).  See further discussion of the Company’s share repurchase program in Note 11–Stockholders’ Equity (Deficit).
Revenue Recognition

Revenue Recognition

Admissions revenue primarily consists of single-day tickets, annual or season passes or other multi-day or multi-park admission products.  For single-day tickets, the Company recognizes revenue at a point in time, upon admission to the park.  Annual passes, season passes, or other multi-day or multi-park passes allow guests access to specific parks over a specified time period. For these pass and multi-use products, revenue is deferred and recognized over the terms of the admission product based on estimated redemption rates for similar products and is adjusted periodically. For pass products purchased on an installment plan that have met their initial commitment period and have transitioned to a month to month basis, monthly charges are recognized as revenue as payments are received each month, with the exception of payments received during the temporary park closures (see further discussion which follows).

The Company estimates future redemption and recognition patterns for admission pass products, which impacts the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates depending on the ultimate extent of the effects of the COVID-19 pandemic.  As a result of the temporary park closures due to the global COVID-19 pandemic, in 2020, the Company upgraded some of its pass products and extended pass expiration dates for at least the equivalent period the related parks were closed.  As a result, the Company adjusted its estimated redemption and recognition patterns on these products to reflect the fact that there was no attendance during the park closures and accordingly the Company did not recognize revenue from these admission products while the parks were closed. For passes under installment plans that had transitioned to a month-to-month basis, the Company temporarily paused monthly charges when the related parks reopened for the equivalent period the respective parks were closed.  Accordingly, payments received during the closure period were recorded as deferred revenue and recognized as revenue once the respective parks reopened, which may not necessarily reflect attendance patterns for these guests.  

Food, merchandise and other revenue primarily consists of food and beverage, merchandise and other in-park products and also includes other miscellaneous revenue which is not significant in the periods presented.  The Company recognizes revenue for food and beverage, merchandise and other in-park products when the related products or services are received by guests.     

At September 30, 2021 and December 31, 2020, the long-term portion of deferred revenue included in other liabilities in the accompanying unaudited condensed consolidated balance sheets primarily relates to the Company’s international agreement, as discussed in the following section.

The following table reflects the Company’s deferred revenue balance as of September 30, 2021 and December 31, 2020:

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

188,441

 

 

$

144,187

 

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

 

 

15,010

 

 

 

13,428

 

Deferred revenue, short-term portion

 

$

173,431

 

 

$

130,759

 

 

The increase in deferred revenue as of September 30, 2021 compared to December 31, 2020 primarily relates to admission product sales, particularly for the Company’s passes and single-day ticket products which have not been fully redeemed.  

International Agreements

The Company has previously received $10.0 million in deferred revenue recorded in other liabilities related to a nonrefundable payment received from a partner in connection with a project in the Middle East to provide certain services pertaining to the planning and design of SeaWorld Abu Dhabi, a marine life theme park on Yas Island (the “Middle East Project”), with funding received expected to offset internal expenses. The Company also receives additional funds from its partner related to other agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project including approximately $2.5 million and $1.9 million of additional deferred revenue recorded in other liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively. Separately, the Company recognizes an asset for the costs incurred to fulfill the contract if the costs are specifically identifiable, enhance resources that will be used to satisfy performance obligations in the future and are expected to be recovered. As a result, approximately $8.2 million and $5.9 million of costs incurred related to the Middle East Project are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively.  The related deferred revenue and expense will begin to be recognized when substantially all of the services have been performed. The Company continually monitors performance on the contract and will make adjustments, if necessary. Construction for the Middle East Project is on track and scheduled to be completed by the end of 2022.   
Recently Issued Accounting Pronouncements

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

Recently Implemented Accounting Standards

On January 1, 2021, the Company adopted the following Accounting Standards Updates (“ASUs”) which had no material impact on its unaudited condensed consolidated financial statements or disclosures:  

 

 

•

ASU 2020-04, Reference Rate Reform (Topic 848), provides optional transition guidance to ease the potential accounting burden associated with transitioning away from the London Interbank Offered Rate (“LIBOR”), with optional expedients related to the application of GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The provisions of this ASU are effective upon issuance and can be applied prospectively through December 31, 2022. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosure.

 

 

•

ASU 2019-12, Simplifying the Accounting for Income Taxes, simplifies various aspects related to accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 was effective for the Company beginning January 1, 2021. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of this ASU did not have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures.
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.

 

Of the Company’s long-term obligations as of September 30, 2021, the Term B Loans are classified in Level 2 of the fair value hierarchy and the First-Priority Senior Secured Notes and the Senior Notes are classified in Level 1 of the fair value hierarchy. Of the Company’s long-term obligations as of December 31, 2020, the Term B-5 Loans are classified in Level 2 of the fair value hierarchy and the First-Priority Senior Secured Notes and the Second-Priority Senior Secured Notes are classified in Level 1 of the fair value hierarchy. The fair value of the Term B Loans and the Term B-5 Loans approximates their carrying value, excluding unamortized debt issuance costs and discounts, due in part to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The fair value of the First-Priority Senior Secured Notes, Senior Notes, and Second-Priority Senior Secured Notes was determined using quoted prices in active markets for identical instruments. 
v3.21.2
Description of the Business and Basis of Presentation (Tables)
 9 Months Ended
Sep. 30, 2021
Accounting Policies [Abstract]  
Schedule Of Cash Cash Equivalents And Restricted Cash

Restricted cash is recorded in prepaid expenses and 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.  

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

553,570

 

 

$

433,909

 

Restricted cash, included in prepaid expenses and other current assets

 

 

1,588

 

 

 

1,316

 

Total cash, cash equivalents and restricted cash

 

$

555,158

 

 

$

435,225

 
Deferred Revenue Balances

The following table reflects the Company’s deferred revenue balance as of September 30, 2021 and December 31, 2020:

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

188,441

 

 

$

144,187

 

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

 

 

15,010

 

 

 

13,428

 

Deferred revenue, short-term portion

 

$

173,431

 

 

$

130,759

 
v3.21.2
Earnings (Loss) Per Share (Tables)
 9 Months Ended
Sep. 30, 2021
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) Per Share

Earnings (loss) per share is computed as follows:

 

 

For the Three Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings (loss) per share

 

$

102,097

 

 

 

78,962

 

 

$

1.29

 

 

$

(79,237

)

 

 

78,154

 

 

$

(1.01

)

Effect of dilutive incentive-based awards

 

 

 

 

 

 

988

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

Diluted earnings (loss) per share

 

$

102,097

 

 

 

79,950

 

 

$

1.28

 

 

$

(79,237

)

 

 

78,154

 

 

$

(1.01

)

 

 

 

For the Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Loss

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings (loss) per share

 

$

184,975

 

 

 

78,804

 

 

$

2.35

 

 

$

(266,785

)

 

 

78,153

 

 

$

(3.41

)

Effect of dilutive incentive-based awards

 

 

 

 

 

 

1,261

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

 

 

Diluted earnings (loss) per share

 

$

184,975

 

 

 

80,065

 

 

$

2.31

 

 

$

(266,785

)

 

 

78,153

 

 

$

(3.41

)
v3.21.2
Other Accrued Liabilities (Tables)
 9 Months Ended
Sep. 30, 2021
Payables And Accruals [Abstract]  
Schedule of Other Accrued Liabilities

Other accrued liabilities at September 30, 2021 and December 31, 2020, consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Accrued interest

 

$

13,143

 

 

$

23,422

 

Accrued taxes

 

 

11,694

 

 

 

10,518

 

Self-insurance reserve

 

 

7,458

 

 

 

7,540

 

Other

 

 

23,131

 

 

 

9,470

 

Total other accrued liabilities

 

$

55,426

 

 

$

50,950

 
v3.21.2
Long-Term Debt (Tables)
 9 Months Ended
Sep. 30, 2021
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Long-term debt, net, as of September 30, 2021 and December 31, 2020 consisted of the following:

 

 

September 30,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Term B Loans (effective interest rate of 3.50% at September 30, 2021)

 

$

1,200,000

 

 

$

—

 

Term B-5 Loans (effective interest rate of 3.75% at December 31, 2020)

 

 

—

 

 

 

1,492,378

 

Senior Notes due 2029 (interest rate of 5.25%)

 

 

725,000

 

 

 

—

 

First-Priority Senior Secured Notes due 2025 (interest rate of 8.75%)

 

 

227,500

 

 

 

227,500

 

Second-Priority Senior Secured Notes due 2025 (interest rate of 9.50%)

 

 

—

 

 

 

500,000

 

Total long-term debt

 

 

2,152,500

 

 

 

2,219,878

 

Less: unamortized discounts and debt issuance costs

 

 

(34,134

)

 

 

(27,236

)

Less: current maturities

 

 

(12,000

)

 

 

(15,505

)

Total long-term debt, net

 

$

2,106,366

 

 

$

2,177,137

 
Summary of Long-Term Debt Repayable

As of September 30, 2021, SEA was in compliance with all covenants contained in the documents governing the Debt Agreements.

Long-term debt at September 30, 2021 is repayable as follows and does not include the impact of any future voluntary prepayments.

 

Years Ending December 31:

 

(In thousands)

 

Remainder of 2021

 

$

3,000

 

2022

 

 

12,000

 

2023

 

 

12,000

 

2024

 

 

12,000

 

2025

 

 

239,500

 

Thereafter

 

 

1,874,000

 

Total

 

$

2,152,500

 
v3.21.2
Derivative Instruments and Hedging Activities (Tables)
 9 Months Ended
Sep. 30, 2021
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
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 nine months ended September 30, 2020:

 

 

 

Nine Months Ended September 30,

 

 

 

2020

 

Derivatives in Cash Flow Hedging Relationships:

 

(In thousands)

 

Loss recognized in accumulated other comprehensive (loss) income

 

$

(370

)

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

 

$

2,501

 
v3.21.2
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2021
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 liabilities measured on a recurring basis as of September 30, 2021:

 

Quoted Prices in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Active Markets

 

 

Significant

 

 

 

 

 

 

 

 

 

 

for Identical

 

 

Other

 

 

Significant

 

 

 

 

 

 

Assets and

 

 

Observable

 

 

Unobservable

 

 

Balance at

 

 

Liabilities

 

 

Inputs

 

 

Inputs

 

 

September 30,

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

 

2021

 

Liabilities:

(In thousands)

 

Long-term obligations (a)

$

984,400

 

 

$

1,200,000

 

 

$

—

 

 

$

2,184,400

 

 

(a)

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 $12.0 million and long-term debt of $2.106 billion as of September 30, 2021.

 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, 2020:

 

 

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)

 

 

2020

 

Liabilities:

(In thousands)

 

Long-term obligations (a)

$

787,975

 

 

$

1,492,378

 

 

$

—

 

 

$

2,280,353

 

 

 

 

(a)

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 $15.5 million and long-term debt of $2.177 billion as of December 31, 2020.
v3.21.2
Equity-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Schedule of Equity Compensation Expense

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

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

3,297

 

 

$

711

 

 

$

5,799

 

 

$

(366

)

Equity compensation expense included in selling, general and administrative expenses

 

 

9,752

 

 

 

2,773

 

 

 

17,357

 

 

 

3,569

 

Total equity compensation expense

 

$

13,049

 

 

$

3,484

 

 

$

23,156

 

 

$

3,203

 
v3.21.2
Severance and Other Separation Costs (Tables)
 9 Months Ended
Sep. 30, 2021
Restructuring And Related Activities [Abstract]  
Schedule of Restructuring Program Activity

Related activity through the nine months ended September 30, 2021 related to the 2020 Restructuring Program was as follows:

 

 

 

2020 Restructuring Program

 

 

 

(In thousands)

 

Liability as of December 31, 2019

 

$

—

 

Costs incurred

 

 

2,658

 

Payments made

 

 

(2,513

)

Liability as of December 31, 2020

 

$

145

 

Costs incurred

 

 

—

 

Payments made

 

 

(145

)

Liability as of September 30, 2021

 

$

—

 
v3.21.2
Description of the Business and Basis of Presentation - Additional Information (Detail)
$ in Thousands
 9 Months Ended
Jan. 01, 2021
Business
Sep. 30, 2021
USD ($)
Business
Segment
Jun. 30, 2021
Business
Dec. 31, 2020
USD ($)
Aug. 31, 2020
Business
Jun. 30, 2020
Business
Business Description And Basis Of Presentation [Line Items]            
Number of theme parks owned and operated | Business   12 12   12 12
Number of theme parks reopened | Business         10 7
Number of theme parks opened for a portion of the year | Business 7          
Number of reportable segment | Segment   1        
Long term deferred revenue   $ 15,010   $ 13,428    
Middle East Project [Member]            
Business Description And Basis Of Presentation [Line Items]            
Deferred costs incurred under Middle East Project   $ 8,200   5,900    
Scheduled completion year of the project   2022        
Middle East Project [Member] | Other Liabilities [Member]            
Business Description And Basis Of Presentation [Line Items]            
Long term deferred revenue   $ 10,000        
Deferred revenue   $ 2,500   $ 1,900    
v3.21.2
Description of the Business and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Sep. 30, 2020
Dec. 31, 2019
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract]        
Cash and cash equivalents $ 553,570 $ 433,909    
Restricted cash, included in prepaid expenses and other current assets $ 1,588 $ 1,316    
Restricted cash, current, asset, statement of financial position [extensible list] us-gaap:OtherAssetsCurrent us-gaap:OtherAssetsCurrent    
Total cash, cash equivalents and restricted cash $ 555,158 $ 435,225 $ 489,871 $ 40,925
v3.21.2
Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Deferred Revenue Disclosure [Abstract]    
Deferred revenue, including long-term portion $ 188,441 $ 144,187
Less: Deferred revenue, long-term portion, included in other liabilities 15,010 13,428
Deferred revenue, short-term portion $ 173,431 $ 130,759
v3.21.2
Earnings (Loss) Per Share - Schedule of Earnings per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Earnings Per Share [Abstract]        
Basic earnings (loss) per share $ 102,097 $ (79,237) $ 184,975 $ (266,785)
Diluted earnings (loss) per share $ 102,097 $ (79,237) $ 184,975 $ (266,785)
Basic 78,962 78,154 78,804 78,153
Effect of dilutive incentive-based awards, Shares 988   1,261  
Diluted earnings (loss) per share 79,950 78,154 80,065 78,153
Earnings (loss) per share, basic $ 1.29 $ (1.01) $ 2.35 $ (3.41)
Earnings (loss) per share, diluted $ 1.28 $ (1.01) $ 2.31 $ (3.41)
v3.21.2
Earnings (Loss) Per Share - Additional Information (Detail) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Earnings Per Share [Line Items]        
Potentially dilutive securities excluded from computation of earnings per share   2,533,000   2,195,000
Anti-dilutive or potentially dilutive shares excluded from the computation of diluted earnings (loss) per share 178,000   143,000  
Performance-vesting Restricted Awards [Member]        
Earnings Per Share [Line Items]        
Contingently issuable shares excluded from the calculation of diluted earnings (loss) per share     1,100,000 1,452,000
v3.21.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2021
Dec. 31, 2020
Income Tax Disclosure [Line Items]      
Effective tax rate 8.00% 6.20%  
Income tax rate at federal statutory rates 21.00% 21.00%  
Federal Tax Credit Carry Forwards [Member]      
Income Tax Disclosure [Line Items]      
Deferred tax assets, valuation allowance $ 2.5 $ 2.5 $ 39.5
State Tax Credit Carry Forwards [Member]      
Income Tax Disclosure [Line Items]      
Deferred tax assets, valuation allowance 10.2 10.2 15.0
Federal Tax Credits [Member]      
Income Tax Disclosure [Line Items]      
Deferred tax assets, valuation allowance 3.1 3.1 7.1
Charitable Contribution [Member]      
Income Tax Disclosure [Line Items]      
Deferred tax assets, valuation allowance $ 4.5 $ 4.5 $ 4.0
v3.21.2
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Payables And Accruals [Abstract]    
Accrued interest $ 13,143 $ 23,422
Accrued taxes 11,694 10,518
Self-insurance reserve 7,458 7,540
Other 23,131 9,470
Total other accrued liabilities $ 55,426 $ 50,950
v3.21.2
Other Accrued Liabilities - Additional Information (Details)
$ in Millions
Sep. 30, 2021
USD ($)
Payables And Accruals [Abstract]  
Nonrecurring contractual obligations from temporary COVID-19 park closures. $ 9.5
Liabilities related to share repurchases not yet settled $ 5.2
v3.21.2
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Debt Instrument [Line Items]    
Long-term debt $ 2,152,500 $ 2,219,878
Less: unamortized discounts and debt issuance costs (34,134) (27,236)
Less: current maturities (12,000) (15,505)
Total long-term debt, net 2,106,366 2,177,137
Senior Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt 725,000  
Term B Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt 1,200,000  
Term B- 5 Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt   1,492,378
First-Priority Senior Secured Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 227,500 227,500
Second-Priority Senior Secured Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt   $ 500,000
v3.21.2
Long-Term Debt - Summary of Long-Term Debt (Parenthetical) (Detail)
Sep. 30, 2021
Aug. 25, 2021
Dec. 31, 2020
Debt Instrument [Line Items]      
Debt instrument interest rate percentage   5.25%  
Senior Notes [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate percentage 5.25%    
Term B Loans [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate effective percentage 3.50%    
Term B- 5 Loans [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate effective percentage     3.75%
First-Priority Senior Secured Notes [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate percentage 8.75%   8.75%
Second-Priority Senior Secured Notes [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate percentage     9.50%
v3.21.2
Long-Term Debt - Additional Information (Detail)
 3 Months Ended 9 Months Ended
Aug. 25, 2021
USD ($)
Aug. 05, 2020
USD ($)
Apr. 30, 2020
USD ($)
Sep. 30, 2021
USD ($)
Sep. 30, 2020
USD ($)
Swap
Sep. 30, 2021
USD ($)
Sep. 30, 2020
USD ($)
Swap
Debt Instrument [Line Items]              
Senior debt $ 725,000,000.0            
Debt instrument interest rate percentage 5.25%            
Percentage of notes redeemable 9.50%            
Discount recorded       $ 12,000,000.0   $ 12,000,000.0  
Debt issuance costs       12,500,000   12,500,000  
Write-off of debt issuance costs and discounts       $ 21,500,000   $ 21,500,000  
Prepayment premium for the first six months after the closing date       1.00%   1.00%  
Outstanding letters of credit       $ 20,500,000   $ 20,500,000  
Interest Rate Swaps [Member]              
Debt Instrument [Line Items]              
Number of interest rate swaps held | Swap         5   5
Notional amount of interest rate swap         $ 1,000,000,000.0   $ 1,000,000,000.0
Maturity of interest rate swap             May 14, 2020
Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Debt Instrument, Redemption, Description In addition, the Senior Secured Credit Facilities require the Company to prepay outstanding term loan borrowings, subject to certain exceptions, with:   - beginning with the fiscal year ending on December 31, 2022, 50% (which percentage will be reduced to 25% and 0% if the Company satisfies certain net first lien senior secured leverage ratios) of annual excess cash flow, as defined under the Senior Secured Credit Facilities;   - 100% of the net cash proceeds of all non-ordinary course asset sales or other non-ordinary course dispositions of property, in each case subject to certain exceptions and reinvestment rights;   - 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the Senior Secured Credit Facilities.            
Letter of credit participation fees 0.125%            
Cash paid for interest           $ 95,800,000 $ 51,000,000.0
First-Priority Senior Secured Notes [Member]              
Debt Instrument [Line Items]              
Debt instrument, maturity date     May 01, 2025        
Senior debt     $ 227,500,000        
Debt instrument interest rate percentage     8.75%        
Debt Instrument, Redemption, Description     On or after May 1, 2022, SEA may redeem the First-Priority Senior Secured Notes at its option, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on May 1 of the years as follows: (i) in 2022 at 104.375%; (ii) in 2023 at 102.188%; and (iii) in 2024 and thereafter at 100%. SEA may also redeem in the aggregate (at a redemption price expressed as a percentage of principal amount thereof): (i) 100% of the First-Priority Senior Secured Notes after certain events constituting a change of control at a redemption price of 101%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date and (ii) up to 40% of the original aggregate principal amount of the First-Priority Senior Secured Notes with amounts equal to the net cash proceeds of certain equity offerings at a redemption price  of 108.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.        
Date of first required payment     Nov. 02, 2020        
Percentage of interest in subsidiary     100.00%        
First-Priority Senior Secured Notes [Member] | In year 2022 [Member]              
Debt Instrument [Line Items]              
Redemption percentage     104.375%        
First-Priority Senior Secured Notes [Member] | In year 2023 [Member]              
Debt Instrument [Line Items]              
Redemption percentage     102.188%        
First-Priority Senior Secured Notes [Member] | In year 2024 and thereafter [Member]              
Debt Instrument [Line Items]              
Redemption percentage     100.00%        
Second-Priority Senior Secured Notes [Member]              
Debt Instrument [Line Items]              
Debt instrument, maturity date   Aug. 01, 2025          
Senior debt   $ 500,000,000.0          
Date of first required payment   Feb. 01, 2021          
Discount Initially Recorded         $ 13,600,000   $ 21,400,000
Senior Notes [Member]              
Debt Instrument [Line Items]              
Debt instrument, maturity date Aug. 15, 2029            
Debt instrument interest rate percentage       5.25%   5.25%  
Redemption percentage 100.00%            
Debt Instrument, Redemption, Description On or after August 15, 2024, SEA may redeem the Senior Notes, in whole at any time or in part from time to time, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if redeemed during the 12-month period commencing on August 15 of the years as follows: (i) in 2024 at 102.625%; (ii) in 2025 at 101.313%; and (iii) in 2026 and thereafter at 100%. In addition, prior to August 15, 2024, SEA may redeem the Senior Notes at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus the “Applicable Premium” and accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding the foregoing, subject to the provisions set forth in the Indenture, at any time and from time to time on or prior to August 15, 2024, SEA may redeem in the aggregate up to 40% of the original aggregate principal amount of the Senior Notes (calculated after giving effect to any issuance of additional Senior Notes) in an aggregate amount equal to the net cash proceeds of one or more equity offerings at a redemption price equal to 105.250%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Additionally, upon the occurrence of specified change of control events, each holder will have the right to require SEA to repurchase all or any part of such holder’s notes at a purchase price in cash equal to 101%.            
Date of first required payment Feb. 15, 2022            
Interest accrue on senior notes 5.25%            
Initial aggregate principal amount, allowable redeemable percentage 40.00%            
Equity offerings at redemption price 105.25%            
Percentage Of notes redeemable after change of control 101.00%            
Senior Notes [Member] | In year 2022 [Member]              
Debt Instrument [Line Items]              
Redemption percentage 102.625%            
Senior Notes [Member] | In year 2023 [Member]              
Debt Instrument [Line Items]              
Redemption percentage 101.313%            
Senior Notes [Member] | In year 2024 and thereafter [Member]              
Debt Instrument [Line Items]              
Redemption percentage 100.00%            
Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Long term debt, outstanding amount       $ 364,500,000   $ 364,500,000  
Revolving Credit Facility [Member] | Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Commitment fee payable by the company       0.50%   0.50%  
Revolving Credit Facility [Member] | Second-Priority Senior Secured Notes [Member]              
Debt Instrument [Line Items]              
Long term debt, outstanding amount   $ 311,000,000.0          
Restrictive Covenants [Member]              
Debt Instrument [Line Items]              
Total net leverage ratio, as calculated           425.00%  
Restrictive Covenants [Member] | Debt Agreement              
Debt Instrument [Line Items]              
Total net leverage ratio, as calculated           288.00%  
Maximum [Member] | Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Credit facility agreement maximum required first lien secured leverage ratio           6.25%  
Excludable letters of credit under maximum required first lien secured leverage ratio       $ 30,000,000.0   $ 30,000,000.0  
Minimum [Member] | Restrictive Covenants [Member] | Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Credit facility agreement maximum required first lien secured leverage ratio           1.00%  
Minimum percentage of funded loan and letters of credit for covenant to apply           35.00%  
Restatement Agreement [Member] | Maximum [Member]              
Debt Instrument [Line Items]              
Senior secured financing $ 1,585,000,000.0            
Term B Loans [Member]              
Debt Instrument [Line Items]              
Aggregate principal amount drawn $ 1,200,000,000.0            
Debt instrument, maturity date Aug. 25, 2028            
Term B Loans [Member] | Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Debt Instrument, Redemption, Description           Borrowings of the Term B Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) a base rate equal to the higher of (a) the federal funds rate plus 1/2 of 1%, (b) the rate of interest quoted in the print edition of the Wall Street Journal, Money Rates Section as the prime rate as in effect from time to time and (c) one-month Adjusted LIBOR plus 1% per annum (provided that in no event shall such ABR rate with respect to the Term B Loans be less than 1.50% per annum) (“ABR”), in each case, plus an applicable margin of 2.00% or (ii) a LIBOR rate for the applicable interest period (provided that in no event shall such LIBOR rate with respect to the Term B Loans be less than 0.50% per annum) (“LIBOR”) plus an applicable margin of 3.00%.  
Amortization Payments of Term Loan       0.25%   0.25%  
Senior Secured Credit Facilities [Member] | Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Debt instrument, maturity date Aug. 25, 2026            
Aggregate principal amount $ 385,000,000.0            
Partial Redemption              
Debt Instrument [Line Items]              
Redemption of Second-Priority senior secured notes $ 50,000,000.0            
Redemption percentage 103.00%            
Full Redemption              
Debt Instrument [Line Items]              
Redemption of Second-Priority senior secured notes $ 400,000,000.0            
Redemption percentage 100.00%            
Premium paid on redemption of Second-Priority senior secured notes       $ 34,300,000   $ 34,300,000  
Revolving Loans | Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Debt Instrument, Redemption, Description           Borrowings of the Revolving Loans bear interest at a fluctuating rate per annum equal to, at the Company’s option, (i) ABR (provided that in no event shall such ABR rate with respect to the Revolving Loans be less than 1.00% per annum) plus an applicable margin equal to 1.75% or (ii) LIBOR (provided that in no event shall such LIBOR rate with respect to the Revolving Loans be less than 0.00%) plus an applicable margin of 2.75%. The applicable margin for borrowings of Revolving Loans are subject to one 25 basis point step-down upon achievement by the Company of certain corporate credit ratings.  
Redemption Price One [Member] | First-Priority Senior Secured Notes [Member]              
Debt Instrument [Line Items]              
Redemption percentage     101.00%        
Redemption Price Two [Member] | First-Priority Senior Secured Notes [Member]              
Debt Instrument [Line Items]              
Redemption percentage     108.75%        
v3.21.2
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Maturities Of Long Term Debt [Abstract]    
Remainder of 2021 $ 3,000  
2022 12,000  
2023 12,000  
2024 12,000  
2025 239,500  
Thereafter 1,874,000  
Long-term debt $ 2,152,500 $ 2,219,878
v3.21.2
Derivative Instruments and Hedging Activities - Additional Information (Detail) - USD ($)
Sep. 30, 2021
Dec. 31, 2020
Derivative Instruments Gain Loss [Line Items]    
Derivatives outstanding $ 0 $ 0
Interest Rate Swaps [Member]    
Derivative Instruments Gain Loss [Line Items]    
Derivatives outstanding $ 0 $ 0
v3.21.2
Derivative Instruments and Hedging Activities - Schedule of Pre-tax Effect of Derivative Financial Instruments on Unaudited Condensed Consolidated Statements of Comprehensive Income (loss) (Detail)
$ in Thousands
 9 Months Ended
Sep. 30, 2020
USD ($)
Derivatives in Cash Flow Hedging Relationships:  
Loss recognized in accumulated other comprehensive (loss) income $ (370)
Amounts reclassified from accumulated other comprehensive (loss) income to interest expense $ 2,501
v3.21.2
Fair Value Measurements - Additional Information (Detail) - USD ($)
Sep. 30, 2021
Dec. 31, 2020
Fair Value Disclosures [Abstract]    
Derivatives outstanding $ 0 $ 0
v3.21.2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Liabilities:    
Long-term obligations $ 2,184,400 $ 2,280,353
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)    
Liabilities:    
Long-term obligations 984,400 787,975
Significant Other Observable Inputs (Level 2) [Member]    
Liabilities:    
Long-term obligations $ 1,200,000 $ 1,492,378
v3.21.2
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Detail) - USD ($)
$ in Thousands
Sep. 30, 2021
Dec. 31, 2020
Fair Value Disclosures [Abstract]    
Current maturities of long-term debt $ 12,000 $ 15,505
Total long-term debt, net $ 2,106,366 $ 2,177,137
v3.21.2
Commitments and Contingencies - Additional Information (Detail)
$ in Millions
 9 Months Ended 12 Months Ended
Sep. 30, 2021
USD ($)
shares
Sep. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2020
USD ($)
Loss Contingencies [Line Items]        
Legal settlement       $ 65.0
Legal settlements paid     $ 32.1  
Insurance proceeds from insurers   $ 12.5    
Legal settlement gain   $ 12.5    
Number of shares at issue in legal matter | shares 300,000      
License agreement term, description Pursuant to a license agreement (“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.  The Company’s principal commitments pursuant to the License Agreement include, among other items, the opening of a second standalone park (“Standalone Park”) no later than mid-2021 and minimum annual capital and marketing thresholds.  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. As of September 30, 2021, the Company estimates the combined remaining obligations for these commitments could be up to approximately $40.0 million over the remaining current term of the agreement. In October 2019, the Company announced that it planned to convert Aquatica San Diego into its second Sesame Place Standalone Park in the spring of 2021. While construction began in the fall of 2019, it was temporarily paused due to the COVID-19 pandemic. The Company has opened its Aquatica San Diego park for the 2021 operating season and currently expects to open this park rebranded as its second Sesame Place Standalone Park in 2022.      
Maximum [Member]        
Loss Contingencies [Line Items]        
Contingent value $ 35.0      
Estimated combined remaining obligations for commitments 40.0      
Minimum [Member]        
Loss Contingencies [Line Items]        
Contingent value $ 30.0      
v3.21.2
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2021
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense $ 13,049 $ 3,484 $ 23,156 $ 3,203
Operating Expense [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense 3,297 711 5,799 (366)
Selling, General and Administrative Expenses [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense $ 9,752 $ 2,773 $ 17,357 $ 3,569
v3.21.2
Equity-Based Compensation - Additional Information (Detail)
 9 Months Ended
Sep. 30, 2021
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Percentage of equity awards to the Company's bonus eligible employees 50.00%
Long Term Incentive Options [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance-vesting restricted units or Nonqualified stock options granted 120,000
Vesting period 3 years
Long Term Incentive Options [Member] | Share-based Compensation Award, Tranche Two [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Percentage of equity awards to the Company's bonus eligible employees 20.00%
Long Term Incentive Options [Member] | Share-based Compensation Award, Tranche Three [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Percentage of equity awards to the Company's bonus eligible employees 60.00%
Long-Term Incentive Performance Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance-vesting restricted units or Nonqualified stock options granted 120,000
Omnibus Incentive Plan [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Common stock reserved for future issuance 15,000,000.0
Shares available for future issuance 7,900,000
2021 Bonus Plan [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Percentage of bonus payable by units 50.00%
2021 Bonus Plan [Member] | Bonus Performance Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance-vesting restricted units or Nonqualified stock options granted 120,000
Percentage of bonus payable by units 50.00%
2021 Bonus Plan [Member] | Below Threshold Performance Bonus Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 0.00%
2021 Bonus Plan [Member] | Below Threshold Performance Bonus Restricted Units [Member] | Maximum [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 125.00%
2021 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%
Performance for the test period 95.00%
Percentage of units earned 50.00%
2021 Long-Term Incentive Plan At or Above Maximum Performance [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 100.00%
v3.21.2
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($)
 9 Months Ended
Nov. 09, 2021
Sep. 30, 2021
Sep. 30, 2020
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Jun. 30, 2020
Mar. 31, 2020
Dec. 31, 2019
Stockholders Equity [Line Items]                  
Common stock, shares issued   95,419,927       94,652,248      
Treasury stock, shares   17,794,246       16,260,248      
Share Repurchase Program [Member]                  
Stockholders Equity [Line Items]                  
Share Repurchase Program, authorized amount   $ 250,000,000.0              
Stock Repurchase Program, number of shares repurchased   1,533,998 469,785            
Stock repurchases under Share Repurchase Program   $ 82,700,000 $ 12,400,000            
Share Repurchase Program, remaining authorized repurchase amount   $ 154,900,000              
Share Repurchase Program [Member] | Subsequent Event [Member]                  
Stockholders Equity [Line Items]                  
Stock Repurchase Program, number of shares repurchased 457,327                
Stock repurchases under Share Repurchase Program $ 26,800,000                
Share Repurchase Program, remaining authorized repurchase amount $ 128,100,000                
Common Stock [Member]                  
Stockholders Equity [Line Items]                  
Common stock, shares issued   95,419,927 94,433,197 95,380,481 94,858,445 94,652,248 94,408,378 94,345,017 94,044,203
Number of unvested shares   52,353              
Restricted Stock Units [Member]                  
Stockholders Equity [Line Items]                  
Number of unvested shares   2,045,524              
v3.21.2
Severance and Other Separation Costs - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2021
Sep. 30, 2020
Restructuring Cost And Reserve [Line Items]      
Severance and other separation costs   $ 1.6  
2020 Restructuring Program [Member]      
Restructuring Cost And Reserve [Line Items]      
Restructuring costs, description   In September 2020, the Company committed to a plan of termination (the “2020 Restructuring Program”) primarily impacting some of the Company’s previously furloughed salaried, full-time and part-time employees. Substantially all of the impacted employees were furloughed as part of the Company’s efforts to reduce operating expenses and adjust cash flows in light of business circumstances associated with the COVID-19 pandemic. Due to the sudden and unforeseeable economic impacts of the pandemic on the Company’s business operations, that were not reasonably foreseeable at the time of the temporary furloughs, the Company transitioned certain park and corporate personnel from a furloughed status to a permanent layoff. As a result, during the three and nine months ended September 30, 2020, the Company recorded approximately $2.5 million in pre-tax restructuring charges primarily related to severance and other termination benefits related to the 2020 Restructuring Program, which is included in severance and other separation costs in the accompanying unaudited condensed consolidated statements of comprehensive income (loss)  
Severance and other separation costs $ 2.5   $ 2.5
v3.21.2
Severance and Other Separation Costs - Schedule of Restructuring Program Activity (Detail) - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2021
Dec. 31, 2020
Restructuring Cost And Reserve [Line Items]    
Severance and other separation costs $ 1,600  
2020 Restructuring Program [Member]    
Restructuring Cost And Reserve [Line Items]    
Liability, beginning balance 145  
Severance and other separation costs   $ 2,658
Payments made $ (145) (2,513)
Liability, ending balance   $ 145