SEAWORLD ENTERTAINMENT, INC., 10-Q filed on 11/9/2022
Quarterly Report
v3.22.2.2
Document and Entity Information - shares
 9 Months Ended
Sep. 30, 2022
Nov. 04, 2022
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2022  
Document Fiscal Year Focus 2022  
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   63,886,518
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Entity File Number 001-35883  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-1220297  
Entity Address, Address Line One 6240 Sea Harbor Drive  
Entity Address, City or Town Orlando  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 32821  
City Area Code 407  
Local Phone Number 226-5011  
Document Quarterly Report true  
Document Transition Report false  
v3.22.2.2
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 109,572 $ 443,707
Accounts receivable, net 77,691 76,948
Inventories 60,283 29,478
Prepaid expenses and other current assets 28,472 17,263
Total current assets 276,018 567,396
Property and equipment, at cost 3,532,056 3,385,308
Accumulated depreciation (1,843,004) (1,740,144)
Property and equipment, net 1,689,052 1,645,164
Goodwill 66,278 66,278
Trade names/trademarks, net 157,000 157,000
Right of use assets-operating leases 132,569 132,217
Deferred tax assets, net 15,964 23,995
Other assets, net 18,607 18,266
Total assets 2,355,488 2,610,316
Current liabilities:    
Accounts payable and accrued expenses 155,405 134,311
Current maturities of long-term debt 12,000 12,000
Operating lease liabilities 3,303 2,895
Accrued salaries, wages and benefits 19,160 22,156
Deferred revenue 182,267 154,793
Other accrued liabilities 57,726 45,811
Total current liabilities 429,861 371,966
Long-term debt, net 2,100,510 2,104,835
Long-term operating lease liabilities 117,458 117,046
Deferred tax liabilities, net 83,014 12,803
Other liabilities 44,947 37,582
Total liabilities 2,775,790 2,644,232
Commitments and contingencies (Note 8)
Stockholders’ Deficit:    
Preferred stock, $0.01 par value—authorized, 100,000,000 shares, no shares issued or outstanding at September 30, 2022 and December 31, 2021
Common stock, $0.01 par value—authorized, 1,000,000,000 shares; 96,255,843 and 95,541,992 shares issued at September 30, 2022 and December 31, 2021, respectively 963 955
Additional paid-in capital 705,954 711,474
Retained earnings (accumulated deficit) 126,893 (115,287)
Treasury stock, at cost (30,993,771 and 19,953,042 shares at September 30, 2022 and December 31, 2021, respectively) (1,254,112) (631,058)
Total stockholders’ deficit (420,302) (33,916)
Total liabilities and stockholders’ deficit $ 2,355,488 $ 2,610,316
v3.22.2.2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2022
Dec. 31, 2021
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 96,255,843 95,541,992
Treasury stock, shares 30,993,771 19,953,042
v3.22.2.2
Unaudited Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Net revenues:        
Total revenues $ 565,207 $ 521,206 $ 1,340,717 $ 1,132,910
Costs and expenses:        
Cost of food, merchandise and other revenues 41,385 37,977 105,943 87,092
Operating expenses (exclusive of depreciation and amortization shown separately below) 215,899 195,113 559,320 460,192
Selling, general and administrative expenses 53,082 53,617 155,299 128,271
Severance and other separation costs     113 1,582
Depreciation and amortization 37,216 36,306 114,379 109,111
Total costs and expenses 347,582 323,013 935,054 786,248
Operating income 217,625 198,193 405,663 346,662
Other (income) expense, net (66) (39) (110) 156
Interest expense 30,556 28,372 82,736 90,455
Loss on early extinguishment of debt and write-off of discounts and debt issuance costs   58,827   58,827
Income before income taxes 187,135 111,033 323,037 197,224
Provision for income taxes 52,578 8,936 80,857 12,249
Net income $ 134,557 $ 102,097 $ 242,180 $ 184,975
Earnings per share:        
Earnings per share, basic $ 2.00 $ 1.29 $ 3.39 $ 2.35
Earnings per share, diluted $ 1.99 $ 1.28 $ 3.36 $ 2.31
Weighted average common shares outstanding:        
Basic 67,176 78,962 71,450 78,804
Diluted 67,569 79,950 72,130 80,065
Admissions [Member]        
Net revenues:        
Total revenues $ 313,574 $ 296,694 $ 739,941 $ 635,699
Food, Merchandise and Other [Member]        
Net revenues:        
Total revenues $ 251,633 $ 224,512 $ 600,776 $ 497,211
v3.22.2.2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity Deficit - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
(Accumulated Deficit) Retained Earnings [Member]
Treasury Stock, at Cost [Member]
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      
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      
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      
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      
Beginning Balance at Dec. 31, 2021 $ (33,916) $ 955 711,474 (115,287) (631,058)
Beginning Balance, shares at Dec. 31, 2021 95,541,992 95,541,992      
Equity-based compensation $ 6,982   6,982    
Vesting of restricted shares   $ 4 (4)    
Vesting of restricted shares, shares   361,403      
Shares withheld for tax withholdings (7,738) $ (1) (7,737)    
Shares withheld for tax withholdings, shares   (111,865)      
Exercise of stock options 1,127   1,127    
Exercise of stock options, shares   46,503      
Repurchase of treasury shares (109,905)       (109,905)
Net income (Loss) (8,987)     (8,987)  
Ending Balance at Mar. 31, 2022 (152,437) $ 958 711,842 (124,274) (740,963)
Ending Balance, shares at Mar. 31, 2022   95,838,033      
Beginning Balance at Dec. 31, 2021 $ (33,916) $ 955 711,474 (115,287) (631,058)
Beginning Balance, shares at Dec. 31, 2021 95,541,992 95,541,992      
Net income (Loss) $ 242,180        
Ending Balance at Sep. 30, 2022 $ (420,302) $ 963 705,954 126,893 (1,254,112)
Ending Balance, shares at Sep. 30, 2022 96,255,843 96,255,843      
Beginning Balance at Mar. 31, 2022 $ (152,437) $ 958 711,842 (124,274) (740,963)
Beginning Balance, shares at Mar. 31, 2022   95,838,033      
Equity-based compensation 2,549   2,549    
Vesting of restricted shares   $ 6 (6)    
Vesting of restricted shares, shares   545,819      
Shares withheld for tax withholdings (14,329) $ (2) (14,327)    
Shares withheld for tax withholdings, shares   (201,442)      
Exercise of stock options 808   808    
Exercise of stock options, shares   29,783      
Repurchase of treasury shares (354,652)       (354,652)
Net income (Loss) 116,610     116,610  
Ending Balance at Jun. 30, 2022 (401,451) $ 962 700,866 (7,664) (1,095,615)
Ending Balance, shares at Jun. 30, 2022   96,212,193      
Equity-based compensation 4,444   4,444    
Vesting of restricted shares, shares   13,432      
Shares withheld for tax withholdings (115)   (115)    
Shares withheld for tax withholdings, shares   (2,183)      
Exercise of stock options 760 $ 1 759    
Exercise of stock options, shares   32,401      
Repurchase of treasury shares (158,497)       (158,497)
Net income (Loss) 134,557     134,557  
Ending Balance at Sep. 30, 2022 $ (420,302) $ 963 $ 705,954 $ 126,893 $ (1,254,112)
Ending Balance, shares at Sep. 30, 2022 96,255,843 96,255,843      
v3.22.2.2
Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity Deficit (Parenthetical) - shares
 3 Months Ended
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2021
Statement Of Stockholders Equity [Abstract]        
Repurchase of treasury shares, shares 3,163,547 6,341,755 1,535,427 1,533,998
v3.22.2.2
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Cash Flows From Operating Activities:    
Net income $ 242,180 $ 184,975
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 114,379 109,111
Amortization of debt issuance costs and discounts 4,685 4,842
Deferred income tax provision 78,056 8,892
Equity-based compensation 13,975 23,156
Other, including loss on sale or disposal of assets, net 11,906 3,121
Loss on early extinguishment of debt and write-off of discounts and debt issuance costs   52,011
Changes in assets and liabilities:    
Accounts receivable 1,160 (73,695)
Inventories (30,739) 4,938
Prepaid expenses and other current assets (4,401) 1,667
Accounts payable and accrued expenses 11,176 27,969
Accrued salaries, wages and benefits (2,996) 11,587
Deferred revenue 17,815 58,643
Other accrued liabilities 7,779 1,287
Right-of-use assets and operating lease liabilities 469 314
Other assets and liabilities 3,430 (2,381)
Net cash provided by operating activities 468,874 416,437
Cash Flows From Investing Activities:    
Capital expenditures (150,729) (73,591)
Net cash used in investing activities (150,729) (73,591)
Cash Flows From Financing Activities:    
Proceeds from issuance of debt, net   1,922,222
Repayments of long-term debt (9,000) (2,029,728)
Purchase of treasury stock (617,756) (77,566)
Payment of tax withholdings on equity-based compensation through shares withheld (22,182) (12,699)
Exercise of stock options 2,695 4,565
Debt issuance costs (469) (23,142)
Other financing activities (427) (6,565)
Net cash used in financing activities (647,139) (222,913)
Change in Cash and Cash Equivalents, including Restricted Cash (328,994) 119,933
Cash and Cash Equivalents, including Restricted Cash—Beginning of period 444,486 435,225
Cash and Cash Equivalents, including Restricted Cash—End of period 115,492 555,158
Supplemental Disclosure of Noncash Investing and Financing Activities:    
Capital expenditures in accounts payable 32,671 22,094
Treasury stock purchases not yet settled in other accrued liabilities $ 5,298  
Other financing arrangements   $ 4,239
v3.22.2.2
Description of the Business and Basis of Presentation
 9 Months Ended
Sep. 30, 2022
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); 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 Sesame Place theme parks in Langhorne, Pennsylvania and San Diego, California.  

Impact of Global COVID-19 Pandemic

The Company’s results of operations for the three and nine months ended September 30, 2022 continued to be impacted by the global COVID-19 pandemic due in part to a decline in both international and group-related attendance from historical levels.  Additionally, results of operations for the nine months ended September 30, 2021 were also impacted by the following factors: (i) capacity limitations, modified/limited operations and/or temporary park closures through the first half of 2021; (ii) decreased demand due to public concerns associated with the pandemic; and (iii) severe restrictions on international travel, some of which were in effect through the fourth quarter of 2021.  In particular, the Company’s SeaWorld park in California was closed at the beginning of 2021 due to State of California guidance.  The Company was able to reopen this park on February 6, 2021 on a limited basis, following California guidance for reopening zoos. Subsequently, on April 12, 2021, in accordance with California guidance, this park resumed operations as a theme park with restricted capacity and on June 15, 2021, capacity restrictions for this park were removed. Separately, during the first quarter of 2021, the Company’s Busch Gardens park in Virginia was also significantly impacted by state restrictions.  At the beginning of 2021, the State of Virginia had a state mandated capacity restriction of approximately 4,000 guests at a time for this park. On February 1, 2021, in consultation with the State of Virginia, the Company further increased capacity to approximately 6,000 guests. The Company was able to further increase capacity for this park on April 1, 2021 to approximately 13,000 guests. On May 28, 2021, theme park capacity restrictions in the State of Virginia were removed.  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, when necessary. 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, 2021 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, 2021 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, 2022 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, starting in 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 on a year round basis at its Busch Gardens park in Virginia and its Sesame Place park in Pennsylvania. Additionally, on March 26, 2022, the Company opened its Sesame Place San Diego park which, on an annual basis, is expected to be open more operating days, weather permitting, than the Aquatica San Diego park it replaced.

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, the valuation of goodwill and other indefinite-lived intangible assets and reviews for potential impairment of long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent company and 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, the emergence of new variants, and the current operating environment, including but not limited to the impact or timing of government restrictions, any future capacity limitations due to social distancing guidelines, public sentiment on social gatherings, travel and attendance patterns, possible travel restrictions, effectiveness and adoption of vaccines, boosters and/or medications, supply chain disruptions, inflationary pressures, foreign exchange rates, and/or additional actions which could be taken by government authorities to manage the pandemic or other macroeconomic issues, the Company is not certain of the ultimate impact these factors 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”), 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 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 as of September 30, 2022 and December 31, 2021 consists primarily of advanced funds for which costs have yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows.

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

109,572

 

 

$

443,707

 

Restricted cash, included in prepaid expenses and other current assets

 

 

5,920

 

 

 

779

 

Total cash, cash equivalents and restricted cash

 

$

115,492

 

 

$

444,486

 

 

Share Repurchase Programs 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, 2022 and December 31, 2021 is reflected within stockholders’ deficit.  See further discussion of the Company’s share repurchase programs in Note 10–Stockholders’ 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. The Company estimates redemption rates using historical and forecasted attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. These estimated redemption rates impact the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates based on actual attendance patterns. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. 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. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

Food, merchandise and other revenue primarily consists of food and beverage, merchandise, parking 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 the guests.     

Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At September 30, 2022 and December 31, 2021, 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 agreements, as discussed in the following section.

The following table reflects the Company’s deferred revenue balance as of September 30, 2022 and December 31, 2021:

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

198,114

 

 

$

169,333

 

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

 

 

15,847

 

 

 

14,540

 

Deferred revenue, short-term portion

 

$

182,267

 

 

$

154,793

 

The Company estimates approximately $149.0 million of the deferred revenue, short term portion, balance outstanding as of December 31, 2021 was recognized as revenue during the nine months ended September 30, 2022. For certain admission products, the Company estimated timing of redemption using average historical redemption rates.

International Agreements

The Company has previously received $10.0 million in deferred revenue which is 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 Middle East Project is on track with the park expected to open in 2023. The Company also receives additional funds from its partner related to agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project (the “Middle East Services Agreements”).

Revenue and expenses associated with the Middle East Project will begin to be recognized when substantially all the services have been performed which is anticipated to occur in 2023, when SeaWorld Abu Dhabi is expected to open. Revenue and expenses associated with the Middle East Services Agreements will be recognized upon completion of the respective performance obligations.

As a result of the Middle East Project, approximately $11.0 million and $8.4 million of other related costs incurred are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. Separately, approximately $14.2 million and $12.5 million of long-term deferred revenue is recorded in other liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively related to the Middle East Project, which both periods include the $10.0 million nonrefundable payment previously discussed.

As a result of the Middle East Services Agreements, approximately $1.8 million of costs incurred by the Company are recorded in prepaid expenses and other current assets as of September 30, 2022 and approximately $1.2 million of costs are recorded in other assets as of December 31, 2021 in the accompanying unaudited condensed consolidated balance sheets. Separately, deferred revenue of approximately $7.7 million is recorded in deferred revenue as of September 30, 2022 and approximately $2.0 million is recorded in other liabilities as of December 31, 2021 in the accompanying unaudited condensed consolidated balance sheets.
v3.22.2.2
Recent Accounting Pronouncements
 9 Months Ended
Sep. 30, 2022
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”). There are no recent accounting pronouncements or recently implemented accounting standards that are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures.
v3.22.2.2
Earnings Per Share
 9 Months Ended
Sep. 30, 2022
Earnings Per Share [Abstract]  
Earnings Per Share

3. EARNINGS PER SHARE

Earnings per share is computed as follows:

 

 

For the Three Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

134,557

 

 

 

67,176

 

 

$

2.00

 

 

$

102,097

 

 

 

78,962

 

 

$

1.29

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

393

 

 

 

 

 

 

 

 

 

 

 

988

 

 

 

 

 

Diluted earnings per share

 

$

134,557

 

 

 

67,569

 

 

$

1.99

 

 

$

102,097

 

 

 

79,950

 

 

$

1.28

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

242,180

 

 

 

71,450

 

 

$

3.39

 

 

$

184,975

 

 

 

78,804

 

 

$

2.35

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

680

 

 

 

 

 

 

 

 

 

 

 

1,261

 

 

 

 

 

Diluted earnings per share

 

$

242,180

 

 

 

72,130

 

 

$

3.36

 

 

$

184,975

 

 

 

80,065

 

 

$

2.31

 

In accordance with the Earnings Per Share Topic of the Accounting Standards Codification (“ASC”), basic earnings per share is computed by dividing net income 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 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 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, 2022, there were approximately 328,000 and 246,000 anti-dilutive shares excluded from the computation of diluted earnings per share, respectively. 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. The Company’s outstanding performance-vesting restricted awards of approximately 1,015,000 and 1,100,000 as of September 30, 2022 and 2021, respectively, are considered contingently issuable shares and are excluded from the calculation of diluted earnings per share until the performance measure criteria is met as of the end of the reporting period.  
v3.22.2.2
Income Taxes
 9 Months Ended
Sep. 30, 2022
Income Tax Disclosure [Abstract]  
Income Taxes

4. INCOME TAXES

Income tax expense or benefit and the Company’s effective tax rate are based upon the tax rate expected for the full calendar year applied to the year-to-date pretax income or loss of the interim period, plus the tax effect of any year-to-date discrete tax items. The Company’s consolidated effective tax rate for the three months ended September 30, 2022 was 28.1% and differs from the effective statutory federal income tax rate of 21.0% primarily due to state income taxes including the effect of state tax rate changes enacted during the period. The Company’s consolidated effective tax rate for the nine months ended September 30, 2022 was 25.0% and differs from the effective statutory federal income tax rate of 21.0% primarily due to state income taxes, including the effect of state tax rate changes enacted during the period, and other compensation related items, partially offset by tax benefits related to equity-based compensation which vested during the 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, 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, primarily arising from net operating loss carryforwards and charitable contribution carryforwards, is dependent upon generating sufficient taxable income prior to expiration of the carryforwards.  Based on its analysis, the Company believes that some of its deferred tax assets may not be realized. As of September 30, 2022 and December 31, 2021, the Company’s valuation allowance consisted of approximately $4.6 million and $4.8 million, respectively, net of federal tax benefit, on the deferred tax assets related to state net operating loss carryforwards.     

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 in part 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 in part to the COVID-19 pandemic and the uncertainties regarding the related impact on financial performance, the Company’s valuation allowances may need to be further adjusted in the future.

The Inflation Reduction Act (“IRA”) of 2022 was signed into law on August 16, 2022. This legislation includes a 15% corporate alternative minimum tax and a 1% excise tax on stock repurchases among its key tax provisions effective for years beginning after December 31, 2022.  The Company is continuing to evaluate the existing guidance but does not anticipate a material impact for either of these provisions. The Company will continue to evaluate the impact of the IRA as additional information becomes available.
v3.22.2.2
Other Accrued Liabilities
 9 Months Ended
Sep. 30, 2022
Payables And Accruals [Abstract]  
Other Accrued Liabilities

5. OTHER ACCRUED LIABILITIES

Other accrued liabilities at September 30, 2022 and December 31, 2021, consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Accrued interest

 

$

13,656

 

 

$

17,372

 

Accrued taxes

 

 

12,997

 

 

 

784

 

Self-insurance reserve

 

 

8,470

 

 

 

8,210

 

Other

 

 

22,603

 

 

 

19,445

 

Total other accrued liabilities

 

$

57,726

 

 

$

45,811

 

As of September 30, 2022 and December 31, 2021, other accrued liabilities above includes approximately $10.9 million related to certain contractual liabilities arising from the temporary COVID-19 park closures. As of September 30, 2022, other accrued liabilities above also includes approximately $5.3 million related to share repurchases not yet settled. See further discussion of the Company’s share repurchase program in Note 10–Stockholders’ Deficit.

v3.22.2.2
Long-Term Debt
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Long-Term Debt

6. LONG-TERM DEBT

Long-term debt, net, as of September 30, 2022 and December 31, 2021 consisted of the following:

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Term B Loans (effective interest rate of 6.13% and 3.50% at September 30, 2022 and December 31, 2021, respectively)

 

$

1,188,000

 

 

$

1,197,000

 

Senior Notes due 2029 (interest rate of 5.25%)

 

 

725,000

 

 

 

725,000

 

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

 

 

227,500

 

 

 

227,500

 

Total long-term debt

 

 

2,140,500

 

 

 

2,149,500

 

Less: unamortized discounts and debt issuance costs

 

 

(27,990

)

 

 

(32,665

)

Less: current maturities

 

 

(12,000

)

 

 

(12,000

)

Total long-term debt, net

 

$

2,100,510

 

 

$

2,104,835

 

 

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 then 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. On June 9, 2022, SEA entered into an incremental amendment to the Amended and Restated Credit Agreement to increase the revolving facility commitments under the Revolving Credit Facility by $5.0 million bringing the aggregate committed principal amount to $390.0 million as of such date.

 

Also on the Closing Date, SEA completed a private offering of $725.0 million aggregate principal amount of 5.250% unsecured senior notes due 2029 (the “Senior Notes”). See Senior Notes section 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 fully redeem the remaining $400.0 million of SEA’s then outstanding 9.500% second-priority senior secured notes due 2025 (the “Second-Priority Senior Secured Notes”) (the “Full Redemption”), 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 the Closing Date, 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 then outstanding Second-Priority Senior Secured Notes and separately on August 25, 2021, SEA completed another redemption of $50.0 million of its then outstanding 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 in the accompanying condensed consolidated statement of operations 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 operations for the three and nine months ended September 30, 2021.

Senior Secured Credit Facilities

Borrowings under 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 under 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, 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.

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, 2022, SEA had approximately $19.7 million of outstanding letters of credit, leaving approximately $370.3 million available under the Revolving Credit Facility, which was not drawn upon as of September 30, 2022.

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.

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%.

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.

First-Priority Senior Secured Notes

The 8.750% 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.

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

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. See additional discussion in the preceding Refinancing Transactions section regarding the full redemption of the Second-Priority Senior Secured Notes in August 2021.

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, as defined in the related Debt Agreements.  Covenant Adjusted EBITDA includes 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, 2022, the net total leverage ratio as calculated under the Debt Agreements was 2.71 to 1.00.

As of September 30, 2022, SEA was in compliance with all covenants contained in the documents governing the Debt Agreements.

Long-term debt at September 30, 2022 is repayable as follows and does not include the impact of any future voluntary prepayments.

 

Years Ending December 31:

 

(In thousands)

 

Remainder of 2022

 

$

3,000

 

2023

 

 

12,000

 

2024

 

 

12,000

 

2025

 

 

239,500

 

2026

 

 

12,000

 

Thereafter

 

 

1,862,000

 

Total

 

$

2,140,500

 

 

Cash paid for interest relating to the Senior Secured Credit Facilities, the Senior Notes, and the First-Priority Senior Secured Notes, net of amounts capitalized, as applicable, was $82.4 million in the nine months ended September 30, 2022.  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.

v3.22.2.2
Fair Value Measurements
 9 Months Ended
Sep. 30, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements

7. 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, 2022 and December 31, 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. The fair value of the Term B Loans approximates their carrying value, excluding unamortized debt issuance costs and discounts, due to the variable nature of the underlying interest rates and the frequent intervals at which such interest rates are reset. The fair value of the First-Priority Senior Secured Notes and Senior Notes was determined using quoted prices in active markets for identical instruments. See Note 6–Long-Term Debt for further details. 

The Company did not have any assets measured on a recurring basis at fair value as of September 30, 2022 and December 31, 2021. 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, 2022:

 

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)

 

 

2022

 

 

(In thousands)

 

Long-term obligations (a)

$

833,125

 

 

$

1,188,000

 

 

$

—

 

 

$

2,021,125

 

 

(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, net of $2.101 billion as of September 30, 2022.

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, 2021:

 

 

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)

 

 

2021

 

 

(In thousands)

 

Long-term obligations (a)

$

977,594

 

 

$

1,197,000

 

 

$

—

 

 

$

2,174,594

 

 

(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, net of $2.105 billion as of December 31, 2021.
v3.22.2.2
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2022
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

8. COMMITMENTS AND CONTINGENCIES

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.  In May 2022, the parties reached a resolution of the matter, and the case has now been dismissed with prejudice. The full settlement amount is not considered material and was paid in the second quarter of 2022.

Sesame Workshop Arbitration

On February 4, 2022, Sesame Workshop delivered notice asserting that the Company failed to pay an additional royalty payment for 2021 under its licensing agreement with the Company (the “Licensing Agreement”). The Company had previously recorded the additional amount claimed but disputes the application and calculation of the additional payment. The amount accrued is the Company’s best estimate and, at this time, the Company does not anticipate any exposure to loss in excess of amounts accrued to be material. On June 27, 2022, Sesame Workshop initiated arbitration pursuant to the License Agreement. The Company intends to vigorously defend its position.

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 (the “Tranche 3 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 determination 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 agreed to arbitrate whether the former employees’ claims are subject to arbitration. On October 21, 2021, the arbitrator determined that disputes related to the former employees’ claims for the vesting of the Tranche 3 Shares are governed by the forum selection clauses of the equity award amendments rather than the Company’s dispute resolution process and notice of the arbitrator’s decision was filed with the Court of Chancery. On August 10, 2022, the defendant former employees filed answers, affirmative defenses and counterclaims. On October 10, 2022, the Company filed motions for judgment on the pleadings and to dismiss the counterclaims. 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.

On July 27, 2022, a purported class action was filed in the United States District Court for the Eastern District of Pennsylvania against the Company captioned Quinton Burns individually and Next Friend of K.B., a minor v. SeaWorld Parks & Entertainment, Inc. and SeaWorld Parks & Entertainment LLC, Civil Case No. 2:22-cv-09941 (the “Quinton Matter”). The Complaint states the putative class consists of Quinton Burns and K.B. Burns and similarly situated Black people.  The Complaint alleges the Company engaged in disparate treatment of Class members based on their race and in so doing violated the Civil Rights Act of 1866 and Pennsylvania common law.  The Complaint seeks compensatory and punitive damages and attorneys’ fees and costs as well declarative and injunctive relief.  The Quinton matter is in the preliminary stages of litigation.  The Company has been served with the Complaint, and the parties are engaged in initial discovery. 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 the litigation, the Company believes a potential loss, if any, 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 the License Agreement with Sesame Workshop, the Company pays a specified annual license fee and 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”) (the Company opened the Standalone Park in San Diego on March 26, 2022) 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 has 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, 2022, the Company estimates the combined remaining liabilities and obligations for the License Agreement commitments could be up to approximately $25.0 million over the remaining term of the agreement. See further discussion concerning royalty payments for the year 2021 in the Sesame Workshop Arbitration section.   

Anheuser-Busch, Incorporated (“ABI”) has granted the Company a perpetual, exclusive, worldwide, royalty-free license to use the Busch Gardens trademark and certain related domain names in connection with the operation, marketing, promotion and advertising of certain of the Company’s theme parks, as well as in connection with the production, use, distribution and sale of merchandise sold in connection with such theme parks. Under the license, the Company is required to indemnify ABI against losses related to the use of the marks.
v3.22.2.2
Equity-Based Compensation
 9 Months Ended
Sep. 30, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

9. 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 operations as follows:  

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

961

 

 

$

3,297

 

 

$

3,615

 

 

$

5,799

 

Equity compensation expense included in selling, general and administrative expenses

 

 

3,483

 

 

 

9,752

 

 

 

10,360

 

 

 

17,357

 

Total equity compensation expense

 

$

4,444

 

 

$

13,049

 

 

$

13,975

 

 

$

23,156

 

 

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.

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 7.3 million shares are available for future issuance as of September 30, 2022.     

Bonus Performance Restricted Units  

During the nine months ended September 30, 2022, the Company granted approximately 115,000 performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with its annual bonus plan for 2022 (the “2022 Bonus Plan”).  The 2022 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, including the achievement of certain cost targets, as defined by the 2022 Bonus Plan, with respect to the year ended December 31, 2022 (“Fiscal 2022”).  The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2022 which ranges from 0% (if below threshold performance), to 100% (if at target performance) with opportunities to earn above 100% when achievement is above the target performance for certain metrics.  

The Company also had an annual bonus plan for the fiscal year ended December 31, 2021 (“Fiscal 2021”), under which certain employees were eligible to vest in Bonus Performance Restricted Units based upon the Company’s achievement of certain performance goals with respect to Fiscal 2021.  Based on the Company’s actual Fiscal 2021 results, a portion of these Bonus Performance Restricted Units vested and were converted into approximately 120,000 shares in the nine months ended September 30, 2022 and the remaining unvested units forfeited in accordance with their terms.

Long-term Incentive Performance Restricted Awards

During the nine months ended September 30, 2022, the Company granted long-term incentive plan awards for 2022 (the “2022 Long-Term Incentive Grant”) which were comprised of approximately 50,000 nonqualified stock options (the “Long-Term Incentive Options”) and approximately 160,000 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 one-third vesting on each anniversary of the date of grant, subject to continued service 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 eligible to vest during the three-year performance period beginning on January 1, 2022 and ending on December 31, 2024 (or, extended through December 31, 2025, as applicable) (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 150% (for maximum performance). Upon achievement of at least the threshold performance goals, 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 the prior year’s performance before up to the remaining 50% of the units can be earned.

Other

During the nine months ended September 30, 2022, a portion of the previously granted long-term incentive performance restricted units under the 2019 Long-Term Incentive Plan vested based on the Company’s actual Fiscal 2021 results. The remainder of the 2019 Long-Term Incentive Plan awards are eligible to vest in 2023 and/or 2024.

The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period if the performance condition is probable of being achieved.  If the probability of vesting changes for performance-vesting restricted awards in a subsequent period, all equity compensation expense related to those awards, that would have been recorded, if any, over the requisite service period had the new percentage been applied from inception, will be recorded as a cumulative catch-up or reduction at such subsequent date.  
v3.22.2.2
Stockholders' Deficit
 9 Months Ended
Sep. 30, 2022
Equity [Abstract]  
Stockholders' Deficit

10. STOCKHOLDERS’ DEFICIT

As of September 30, 2022, 96,255,843 shares of common stock were issued in the accompanying unaudited condensed consolidated balance sheet, which includes 30,993,771 shares of treasury stock held by the Company and excludes 1,514,970 unvested restricted stock awards or deferred stock units held by certain participants in the Company’s equity compensation plans or members of the Company’s Board (see Note 9–Equity-Based Compensation).  

Share Repurchase Programs

The Board had previously authorized a share repurchase program of up to $250.0 million of the Company’s common stock (the “Former Share Repurchase Program”). In March 2022, the Board approved a replenishment to the Former Share Repurchase Program of $228.2 million, bringing the total amount authorized back up to $250.0 million at that time. Under the Former Share Repurchase Program, during the nine months ended September 30, 2022, the Company repurchased 3,563,086 shares for an aggregate total of approximately $250.0 million, leaving no amount remaining under the Former Share Repurchase Program.

In May 2022, the Board approved a $250.0 million share repurchase program (the “May Share Repurchase Program”). Under the May Share Repurchase Program, during the nine months ended September 30, 2022, the Company repurchased 5,085,752 shares for an aggregate total of approximately $250.0 million, leaving no amount remaining under the May Share Repurchase Program.

In August 2022, the Board approved a new $250.0 million share repurchase program (the “Share Repurchase Program”).  Under the Share Repurchase Program, during the nine months ended September 30, 2022, the Company repurchased 2,391,891 shares for an aggregate total of approximately $123.1 million, leaving approximately $126.9 million available under the Share Repurchase Program as of September 30, 2022. Subsequent to September 30, 2022, the Company repurchased an additional 1,214,882 shares for an aggregate total of approximately $60.8 million, leaving approximately $66.1 million remaining under the Share Repurchase Program as of October 31, 2022.

Collectively, as a result of the repurchase programs disclosed above, the Company has repurchased a combined total of 3,163,547 shares for an aggregate combined total of approximately $158.5 million during the three months ended September 30, 2022 and a combined total of 11,040,729 shares for an aggregate combined total of approximately $623.1 million during the nine months ended September 30, 2022.

Under the Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program has no time limits and could 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, share ownership thresholds, debt covenant restrictions, future tax implications and alternative investment opportunities.
v3.22.2.2
Description of the Business and Basis of Presentation (Policies)
 9 Months Ended
Sep. 30, 2022
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); 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 Sesame Place theme parks in Langhorne, Pennsylvania and San Diego, California.
Impact of Global COVID-19 Pandemic

Impact of Global COVID-19 Pandemic

The Company’s results of operations for the three and nine months ended September 30, 2022 continued to be impacted by the global COVID-19 pandemic due in part to a decline in both international and group-related attendance from historical levels.  Additionally, results of operations for the nine months ended September 30, 2021 were also impacted by the following factors: (i) capacity limitations, modified/limited operations and/or temporary park closures through the first half of 2021; (ii) decreased demand due to public concerns associated with the pandemic; and (iii) severe restrictions on international travel, some of which were in effect through the fourth quarter of 2021.  In particular, the Company’s SeaWorld park in California was closed at the beginning of 2021 due to State of California guidance.  The Company was able to reopen this park on February 6, 2021 on a limited basis, following California guidance for reopening zoos. Subsequently, on April 12, 2021, in accordance with California guidance, this park resumed operations as a theme park with restricted capacity and on June 15, 2021, capacity restrictions for this park were removed. Separately, during the first quarter of 2021, the Company’s Busch Gardens park in Virginia was also significantly impacted by state restrictions.  At the beginning of 2021, the State of Virginia had a state mandated capacity restriction of approximately 4,000 guests at a time for this park. On February 1, 2021, in consultation with the State of Virginia, the Company further increased capacity to approximately 6,000 guests. The Company was able to further increase capacity for this park on April 1, 2021 to approximately 13,000 guests. On May 28, 2021, theme park capacity restrictions in the State of Virginia were removed.  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.   

 
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, 2021 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, 2021 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, 2022 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, starting in 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 on a year round basis at its Busch Gardens park in Virginia and its Sesame Place park in Pennsylvania. Additionally, on March 26, 2022, the Company opened its Sesame Place San Diego park which, on an annual basis, is expected to be open more operating days, weather permitting, than the Aquatica San Diego park it replaced.

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, the valuation of goodwill and other indefinite-lived intangible assets and reviews for potential impairment of long-lived assets. Estimates are based on various factors including current and historical trends, as well as other pertinent company and 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, the emergence of new variants, and the current operating environment, including but not limited to the impact or timing of government restrictions, any future capacity limitations due to social distancing guidelines, public sentiment on social gatherings, travel and attendance patterns, possible travel restrictions, effectiveness and adoption of vaccines, boosters and/or medications, supply chain disruptions, inflationary pressures, foreign exchange rates, and/or additional actions which could be taken by government authorities to manage the pandemic or other macroeconomic issues, the Company is not certain of the ultimate impact these factors 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”), 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 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 as of September 30, 2022 and December 31, 2021 consists primarily of advanced funds for which costs have yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows.

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

109,572

 

 

$

443,707

 

Restricted cash, included in prepaid expenses and other current assets

 

 

5,920

 

 

 

779

 

Total cash, cash equivalents and restricted cash

 

$

115,492

 

 

$

444,486

 

 
Share Repurchase Programs and Treasury Stock

Share Repurchase Programs 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, 2022 and December 31, 2021 is reflected within stockholders’ deficit.  See further discussion of the Company’s share repurchase programs in Note 10–Stockholders’ 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. The Company estimates redemption rates using historical and forecasted attendance trends by park for similar products. Attendance trends factor in seasonality and are adjusted based on actual trends periodically. These estimated redemption rates impact the timing of when revenue is recognized on these products. Actual results could materially differ from these estimates based on actual attendance patterns. Revenue is recognized on a pro-rata basis based on the estimated allocated selling price of the admission product. 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. For multi-day admission products, revenue is allocated based on the number of visits included in the pass and recognized ratably based on each admission into the theme park.

Food, merchandise and other revenue primarily consists of food and beverage, merchandise, parking 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 the guests.     

Deferred revenue primarily includes revenue associated with pass products, admission or in-park products or services with a future intended use date and contract liability balances related to licensing and international agreements collected in advance of the Company satisfying its performance obligations and is expected to be recognized in future periods. At September 30, 2022 and December 31, 2021, 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 agreements, as discussed in the following section.

The following table reflects the Company’s deferred revenue balance as of September 30, 2022 and December 31, 2021:

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

198,114

 

 

$

169,333

 

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

 

 

15,847

 

 

 

14,540

 

Deferred revenue, short-term portion

 

$

182,267

 

 

$

154,793

 

The Company estimates approximately $149.0 million of the deferred revenue, short term portion, balance outstanding as of December 31, 2021 was recognized as revenue during the nine months ended September 30, 2022. For certain admission products, the Company estimated timing of redemption using average historical redemption rates.

International Agreements

The Company has previously received $10.0 million in deferred revenue which is 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 Middle East Project is on track with the park expected to open in 2023. The Company also receives additional funds from its partner related to agreed-upon services and reimbursements of costs incurred by the Company on behalf of the Middle East Project (the “Middle East Services Agreements”).

Revenue and expenses associated with the Middle East Project will begin to be recognized when substantially all the services have been performed which is anticipated to occur in 2023, when SeaWorld Abu Dhabi is expected to open. Revenue and expenses associated with the Middle East Services Agreements will be recognized upon completion of the respective performance obligations.

As a result of the Middle East Project, approximately $11.0 million and $8.4 million of other related costs incurred are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. Separately, approximately $14.2 million and $12.5 million of long-term deferred revenue is recorded in other liabilities in the accompanying unaudited condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively related to the Middle East Project, which both periods include the $10.0 million nonrefundable payment previously discussed.

As a result of the Middle East Services Agreements, approximately $1.8 million of costs incurred by the Company are recorded in prepaid expenses and other current assets as of September 30, 2022 and approximately $1.2 million of costs are recorded in other assets as of December 31, 2021 in the accompanying unaudited condensed consolidated balance sheets. Separately, deferred revenue of approximately $7.7 million is recorded in deferred revenue as of September 30, 2022 and approximately $2.0 million is recorded in other liabilities as of December 31, 2021 in the accompanying unaudited condensed consolidated balance sheets.
Recently Accounting Pronouncements

The Company reviews new accounting pronouncements as they are issued or proposed by the Financial Accounting Standards Board (“FASB”). There are no recent accounting pronouncements or recently implemented accounting standards that are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements or disclosures.
v3.22.2.2
Description of the Business and Basis of Presentation (Tables)
 9 Months Ended
Sep. 30, 2022
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 as of September 30, 2022 and December 31, 2021 consists primarily of advanced funds for which costs have yet to be incurred related to the Company’s international services agreements, as discussed in the “International Agreements” section which follows.

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

109,572

 

 

$

443,707

 

Restricted cash, included in prepaid expenses and other current assets

 

 

5,920

 

 

 

779

 

Total cash, cash equivalents and restricted cash

 

$

115,492

 

 

$

444,486

 
Deferred Revenue Balances

The following table reflects the Company’s deferred revenue balance as of September 30, 2022 and December 31, 2021:

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Deferred revenue, including long-term portion

 

$

198,114

 

 

$

169,333

 

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

 

 

15,847

 

 

 

14,540

 

Deferred revenue, short-term portion

 

$

182,267

 

 

$

154,793

 
v3.22.2.2
Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2022
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share

Earnings per share is computed as follows:

 

 

For the Three Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

134,557

 

 

 

67,176

 

 

$

2.00

 

 

$

102,097

 

 

 

78,962

 

 

$

1.29

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

393

 

 

 

 

 

 

 

 

 

 

 

988

 

 

 

 

 

Diluted earnings per share

 

$

134,557

 

 

 

67,569

 

 

$

1.99

 

 

$

102,097

 

 

 

79,950

 

 

$

1.28

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

Net

Income

 

 

Shares

 

 

Per

Share

Amount

 

 

 

(In thousands, except per share amounts)

 

Basic earnings per share

 

$

242,180

 

 

 

71,450

 

 

$

3.39

 

 

$

184,975

 

 

 

78,804

 

 

$

2.35

 

Effect of dilutive incentive-based awards

 

 

 

 

 

 

680

 

 

 

 

 

 

 

 

 

 

 

1,261

 

 

 

 

 

Diluted earnings per share

 

$

242,180

 

 

 

72,130

 

 

$

3.36

 

 

$

184,975

 

 

 

80,065

 

 

$

2.31

 
v3.22.2.2
Other Accrued Liabilities (Tables)
 9 Months Ended
Sep. 30, 2022
Payables And Accruals [Abstract]  
Schedule of Other Accrued Liabilities

Other accrued liabilities at September 30, 2022 and December 31, 2021, consisted of the following:

 

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Accrued interest

 

$

13,656

 

 

$

17,372

 

Accrued taxes

 

 

12,997

 

 

 

784

 

Self-insurance reserve

 

 

8,470

 

 

 

8,210

 

Other

 

 

22,603

 

 

 

19,445

 

Total other accrued liabilities

 

$

57,726

 

 

$

45,811

 
v3.22.2.2
Long-Term Debt (Tables)
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Summary of Long-Term Debt, Net

Long-term debt, net, as of September 30, 2022 and December 31, 2021 consisted of the following:

 

 

September 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Term B Loans (effective interest rate of 6.13% and 3.50% at September 30, 2022 and December 31, 2021, respectively)

 

$

1,188,000

 

 

$

1,197,000

 

Senior Notes due 2029 (interest rate of 5.25%)

 

 

725,000

 

 

 

725,000

 

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

 

 

227,500

 

 

 

227,500

 

Total long-term debt

 

 

2,140,500

 

 

 

2,149,500

 

Less: unamortized discounts and debt issuance costs

 

 

(27,990

)

 

 

(32,665

)

Less: current maturities

 

 

(12,000

)

 

 

(12,000

)

Total long-term debt, net

 

$

2,100,510

 

 

$

2,104,835

 
Summary of Long-Term Debt Repayable

As of September 30, 2022, SEA was in compliance with all covenants contained in the documents governing the Debt Agreements.

Long-term debt at September 30, 2022 is repayable as follows and does not include the impact of any future voluntary prepayments.

 

Years Ending December 31:

 

(In thousands)

 

Remainder of 2022

 

$

3,000

 

2023

 

 

12,000

 

2024

 

 

12,000

 

2025

 

 

239,500

 

2026

 

 

12,000

 

Thereafter

 

 

1,862,000

 

Total

 

$

2,140,500

 
v3.22.2.2
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2022
Fair Value Disclosures [Abstract]  
Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured 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, 2022:

 

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)

 

 

2022

 

 

(In thousands)

 

Long-term obligations (a)

$

833,125

 

 

$

1,188,000

 

 

$

—

 

 

$

2,021,125

 

 

(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, net of $2.101 billion as of September 30, 2022.

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, 2021:

 

 

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)

 

 

2021

 

 

(In thousands)

 

Long-term obligations (a)

$

977,594

 

 

$

1,197,000

 

 

$

—

 

 

$

2,174,594

 

 

(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, net of $2.105 billion as of December 31, 2021.
v3.22.2.2
Equity-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2022
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 operations as follows:  

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

961

 

 

$

3,297

 

 

$

3,615

 

 

$

5,799

 

Equity compensation expense included in selling, general and administrative expenses

 

 

3,483

 

 

 

9,752

 

 

 

10,360

 

 

 

17,357

 

Total equity compensation expense

 

$

4,444

 

 

$

13,049

 

 

$

13,975

 

 

$

23,156

 
v3.22.2.2
Description of the Business and Basis of Presentation - Additional Information (Detail)
$ in Thousands
 9 Months Ended
Sep. 30, 2022
USD ($)
Business
Segment
Dec. 31, 2021
USD ($)
Business Description And Basis Of Presentation [Line Items]    
Number of theme parks owned and operated | Business 12  
Number of theme parks reopened | Business 12  
Number of reportable segment | Segment 1  
Deferred revenue recognized $ 149,000  
Deferred revenue, long-term 15,847 $ 14,540
Middle East Project [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred revenue, long-term 10,000 10,000
Deferred Revenue [Member] | Middle East Project [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred revenue, long-term 10,000  
Other Assets [Member] | Middle East Project [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred costs incurred 11,000 8,400
Other Assets [Member] | Middle East Services Agreements [Member]    
Business Description And Basis Of Presentation [Line Items]    
Costs incurred   1,200
Other Liabilities [Member] | Middle East Project [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred revenue, long-term 14,200 12,500
Other Liabilities [Member] | Middle East Services Agreements [Member]    
Business Description And Basis Of Presentation [Line Items]    
Deferred revenue, long-term 7,700 $ 2,000
Prepaid Expenses and Other Current Assets [Member] | Middle East Services Agreements [Member]    
Business Description And Basis Of Presentation [Line Items]    
Costs incurred $ 1,800  
v3.22.2.2
Description of the Business and Basis of Presentation - Summary of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Sep. 30, 2021
Dec. 31, 2020
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract]        
Cash and cash equivalents $ 109,572 $ 443,707    
Restricted cash, included in prepaid expenses and other current assets $ 5,920 $ 779    
Restricted Cash, Current, Statement of Financial Position [Extensible Enumeration] Prepaid expenses and other current assets Prepaid expenses and other current assets    
Total cash, cash equivalents and restricted cash $ 115,492 $ 444,486 $ 555,158 $ 435,225
v3.22.2.2
Description of the Business and Basis of Presentation - Deferred Revenue Balances (Detail) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Deferred Revenue Disclosure [Abstract]    
Deferred revenue, including long-term portion $ 198,114 $ 169,333
Less: Deferred revenue, long-term portion, included in other liabilities 15,847 14,540
Deferred revenue, short-term portion $ 182,267 $ 154,793
v3.22.2.2
Earnings 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, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Earnings Per Share [Abstract]        
Basic earnings per share $ 134,557 $ 102,097 $ 242,180 $ 184,975
Diluted earnings per share $ 134,557 $ 102,097 $ 242,180 $ 184,975
Basic 67,176 78,962 71,450 78,804
Effect of dilutive incentive-based awards, Shares 393 988 680 1,261
Diluted earnings per share 67,569 79,950 72,130 80,065
Earnings per share, basic $ 2.00 $ 1.29 $ 3.39 $ 2.35
Earnings per share, diluted $ 1.99 $ 1.28 $ 3.36 $ 2.31
v3.22.2.2
Earnings Per Share - Additional Information (Detail) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Earnings Per Share [Line Items]        
Anti-dilutive shares excluded from the computation of diluted earnings (loss) per share 328,000 178,000 246,000 143,000
Performance-vesting Restricted Awards [Member]        
Earnings Per Share [Line Items]        
Contingently issuable shares excluded from the calculation of diluted earnings (loss) per share     1,015,000 1,100,000
v3.22.2.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2021
Income Tax Disclosure [Line Items]          
Effective tax rate 28.10% 8.00% 25.00% 6.20%  
Income tax rate at federal statutory rates 21.00% 21.00% 21.00% 21.00%  
Percentage of corporate alternative minimum tax 15.00%   15.00%    
Percentage of excise tax on stock repurchases 1.00%   1.00%    
State Tax Credit Carry Forwards [Member]          
Income Tax Disclosure [Line Items]          
Deferred tax assets, valuation allowance $ 4.6   $ 4.6   $ 4.8
v3.22.2.2
Other Accrued Liabilities - Schedule of Other Accrued Liabilities (Detail) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Payables And Accruals [Abstract]    
Accrued interest $ 13,656 $ 17,372
Accrued taxes 12,997 784
Self-insurance reserve 8,470 8,210
Other 22,603 19,445
Total other accrued liabilities $ 57,726 $ 45,811
v3.22.2.2
Other Accrued Liabilities - Additional Information (Details) - USD ($)
$ in Millions
Sep. 30, 2022
Dec. 31, 2021
Payables And Accruals [Abstract]    
Nonrecurring contractual obligations from temporary COVID-19 park closures $ 10.9 $ 10.9
Liabilities related to share repurchases not yet settled $ 5.3  
v3.22.2.2
Long-Term Debt - Summary of Long-Term Debt, Net (Detail) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Long-term debt $ 2,140,500 $ 2,149,500
Less: unamortized discounts and debt issuance costs (27,990) (32,665)
Less: current maturities (12,000) (12,000)
Total long-term debt, net 2,100,510 2,104,835
Senior Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt 725,000 725,000
Term B Loans [Member]    
Debt Instrument [Line Items]    
Long-term debt 1,188,000 1,197,000
First-Priority Senior Secured Notes [Member]    
Debt Instrument [Line Items]    
Long-term debt $ 227,500 $ 227,500
v3.22.2.2
Long-Term Debt - Summary of Long-Term Debt, Net (Parenthetical) (Detail)
Sep. 30, 2022
Dec. 31, 2021
Aug. 25, 2021
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% 5.25%  
Term B Loans [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate effective percentage 6.13% 3.50%  
First-Priority Senior Secured Notes [Member]      
Debt Instrument [Line Items]      
Debt instrument interest rate percentage 8.75% 8.75%  
v3.22.2.2
Long-Term Debt - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Jun. 09, 2022
Aug. 25, 2021
Apr. 30, 2020
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Dec. 31, 2021
Debt Instrument [Line Items]              
Senior debt   $ 725.0          
Debt instrument interest rate percentage   5.25%          
Percentage of notes redeemed   9.50%          
Discount recorded       $ 12.0   $ 12.0  
Debt issuance costs       12.5   12.5  
Write-off of debt issuance costs and discounts       21.5   21.5  
Outstanding letters of credit         $ 19.7    
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         $ 82.4 95.8  
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%.          
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] | Debt Instrument Redemption Period One [Member]              
Debt Instrument [Line Items]              
Redemption percentage   102.625%          
Senior Notes [Member] | Debt Instrument, Redemption, Period Two              
Debt Instrument [Line Items]              
Redemption percentage   101.313%          
Senior Notes [Member] | Debt Instrument, Redemption, Period Three              
Debt Instrument [Line Items]              
Redemption percentage   100.00%          
First-Priority Senior Secured Notes [Member]              
Debt Instrument [Line Items]              
Debt instrument, maturity date     May 01, 2025        
Debt instrument interest rate percentage     8.75%        
Debt Instrument Redemption Description     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.        
Percentage of interest in subsidiary     100.00%        
First-Priority Senior Secured Notes [Member] | Debt Instrument Redemption Period One [Member]              
Debt Instrument [Line Items]              
Redemption percentage     104.375%        
First-Priority Senior Secured Notes [Member] | Debt Instrument, Redemption, Period Two              
Debt Instrument [Line Items]              
Redemption percentage     102.188%        
First-Priority Senior Secured Notes [Member] | Debt Instrument, Redemption, Period Three              
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    
Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Incremental amendment to revolving facility commitments $ 5.0            
Amount available under the revolving credit facility         $ 370.3    
Revolving Credit Facility [Member] | Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Commitment fee payable by the company         0.50%    
Restrictive Covenants [Member]              
Debt Instrument [Line Items]              
Total net leverage ratio not to be exceeded         4.25%    
Restrictive Covenants [Member] | Debt Agreement              
Debt Instrument [Line Items]              
Total net leverage ratio, as calculated         2.71%    
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         $ 30.0    
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   $ 1,585.0          
Term B Loans [Member]              
Debt Instrument [Line Items]              
Aggregate principal amount drawn   $ 1,200.0          
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 under 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%    
Senior Secured Credit Facilities [Member] | Revolving Credit Facility [Member]              
Debt Instrument [Line Items]              
Debt instrument, maturity date   Aug. 25, 2026          
Aggregate principal amount $ 390.0 $ 385.0          
Full Redemption [Member]              
Debt Instrument [Line Items]              
Principal Amount Redeemed   $ 400.0          
Redemption percentage   100.00%          
Premium paid on redemption of Second-Priority senior secured notes       $ 34.3   $ 34.3  
Partial Redemption [Member]              
Debt Instrument [Line Items]              
Principal Amount Redeemed   $ 50.0          
Redemption percentage   103.00%          
Revolving Loans | Senior Secured Credit Facilities [Member]              
Debt Instrument [Line Items]              
Debt Instrument Redemption Description         Borrowings under 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%        
v3.22.2.2
Long-Term Debt - Summary of Long-Term Debt Repayable (Detail) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Maturities Of Long Term Debt [Abstract]    
Remainder of 2022 $ 3,000  
2023 12,000  
2024 12,000  
2025 239,500  
2026 12,000  
Thereafter 1,862,000  
Long-term debt $ 2,140,500 $ 2,149,500
v3.22.2.2
Fair Value Measurements - Additional Information (Detail) - USD ($)
Sep. 30, 2022
Dec. 31, 2021
Fair Value Disclosures [Abstract]    
Assets measured at fair value $ 0 $ 0
v3.22.2.2
Fair Value Measurements - Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations $ 2,021,125 $ 2,174,594
Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1)    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations 833,125 977,594
Significant Other Observable Inputs (Level 2) [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Long-term obligations $ 1,188,000 $ 1,197,000
v3.22.2.2
Fair Value Measurements - Schedule of Estimated Fair Value Measurements and Related Classifications for Liabilities Measured on a Recurring Basis (Parenthetical) (Detail) - USD ($)
$ in Thousands
Sep. 30, 2022
Dec. 31, 2021
Fair Value Disclosures [Abstract]    
Current maturities of long-term debt $ 12,000 $ 12,000
Total long-term debt, net $ 2,100,510 $ 2,104,835
v3.22.2.2
Commitments and Contingencies - Additional Information (Detail)
$ in Millions
 9 Months Ended
Sep. 30, 2022
USD ($)
shares
Loss Contingencies [Line Items]  
Number of shares at issue in legal matter | shares 300,000
License agreement term, description Pursuant to the License Agreement with Sesame Workshop, the Company pays a specified annual license fee and 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”) (the Company opened the Standalone Park in San Diego on March 26, 2022) 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 has 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, 2022, the Company estimates the combined remaining liabilities and obligations for the License Agreement commitments could be up to approximately $25.0 million over the remaining term of the agreement. See further discussion concerning royalty payments for the year 2021 in the Sesame Workshop Arbitration section.  
Maximum [Member]  
Loss Contingencies [Line Items]  
Additional amount claimed | $ $ 25.0
v3.22.2.2
Equity-Based Compensation - Schedule of Equity Compensation Expense (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2022
Sep. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense $ 4,444 $ 13,049 $ 13,975 $ 23,156
Operating Expense [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense 961 3,297 3,615 5,799
Selling, General and Administrative Expenses [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Total equity compensation expense $ 3,483 $ 9,752 $ 10,360 $ 17,357
v3.22.2.2
Equity-Based Compensation - Additional Information (Detail)
 9 Months Ended
Sep. 30, 2022
shares
Bonus Performance Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance restricted units vested 120,000
Nonqualified Stock Options Granted [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance-vesting restricted units granted or Nonqualifed stock options granted 50,000
Long-Term Incentive Performance Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance-vesting restricted units granted or Nonqualifed stock options granted 160,000
Long Term Incentive Options [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting period 3 years
Vesting rights one-third vesting on each anniversary of the date of grant
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 7,300,000
2022 Bonus Plan [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Percentage of bonus payable by units 50.00%
2022 Bonus Plan [Member] | Bonus Performance Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Performance-vesting restricted units granted or Nonqualifed stock options granted 115,000
Percentage of bonus payable by units 50.00%
2022 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%
2022 Bonus Plan [Member] | Target Performance Bonus Restricted Units [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 100.00%
2022 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%
Percentage of units earned 50.00%
2022 Long-Term Incentive Plan Maximum Performance [Member]  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Vesting percentage, per year 150.00%
v3.22.2.2
Stockholders' Deficit- Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Oct. 01, 2022
Sep. 30, 2022
Sep. 30, 2022
Oct. 31, 2022
Aug. 31, 2022
Jun. 30, 2022
May 31, 2022
Mar. 31, 2022
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2020
Stockholders Equity [Line Items]                          
Common stock, shares issued   96,255,843 96,255,843           95,541,992        
Treasury stock, shares   30,993,771 30,993,771           19,953,042        
Share Repurchase Program, number of shares repurchased   3,163,547 11,040,729                    
Stock repurchases under Share Repurchase Program   $ 158,500,000 $ 623,100,000                    
Subsequent Event                          
Stockholders Equity [Line Items]                          
Share Repurchase Program, number of shares repurchased 1,214,882                        
Stock repurchases under Share Repurchase Program $ 60,800,000                        
Share Repurchase Program, remaining authorized repurchase amount       $ 66,100,000                  
Former Share Repurchase Program [Member]                          
Stockholders Equity [Line Items]                          
Share Repurchase Program, authorized amount               $ 250,000,000.0          
Share Repurchase Program, replenishment of authorized amount               $ 228,200,000          
Share Repurchase Program, number of shares repurchased     3,563,086                    
Stock repurchases under Share Repurchase Program     $ 250,000,000.0                    
Share Repurchase Program, remaining authorized repurchase amount   0 $ 0                    
May Share Repurchase Program [Member]                          
Stockholders Equity [Line Items]                          
Share Repurchase Program, authorized amount             $ 250,000,000.0            
Share Repurchase Program, number of shares repurchased     5,085,752                    
Stock repurchases under Share Repurchase Program     $ 250,000,000.0                    
Share Repurchase Program, remaining authorized repurchase amount   0 $ 0                    
Share Repurchase Program [Member]                          
Stockholders Equity [Line Items]                          
Share Repurchase Program, authorized amount         $ 250,000,000.0                
Share Repurchase Program, number of shares repurchased     2,391,891                    
Stock repurchases under Share Repurchase Program     $ 123,100,000                    
Share Repurchase Program, remaining authorized repurchase amount   $ 126,900,000 $ 126,900,000                    
Common Stock [Member]                          
Stockholders Equity [Line Items]                          
Common stock, shares issued   96,255,843 96,255,843     96,212,193   95,838,033 95,541,992 95,419,927 95,380,481 94,858,445 94,652,248
Restricted Stock Awards [Member]                          
Stockholders Equity [Line Items]                          
Number of unvested shares   1,514,970 1,514,970